AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 27, 2015 by and among BACTERIN INTERNATIONAL, INC., as the Borrower, The Lenders Party Hereto, and ROS Acquisition Offshore LP as the Administrative AgentCredit Agreement • July 28th, 2015 • Bacterin International Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 27, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among BACTERIN INTERNATIONAL, INC., a Nevada corporation (the “Borrower”), ROS Acquisition Offshore LP, a Cayman Islands Exempted Limited Partnership (together with its Affiliates, successors, transferees and assignees, “ROS”), as lender and as “Administrative Agent” for the lenders pursuant to Section 10.1.1 hereof, and ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership (together with its Affiliates, successors, transferees and assignees, “Royalty Opportunities” and together with ROS, each individually a “Lender” and collectively, the “Lenders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2015 • Bacterin International Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
Reference is made to that certain Stock Purchase Agreement, dated [__________], 2015 (the “Purchase Agreement”), by and among Bacterin International Holdings, Inc., a Delaware corporation (the “Purchaser”), X-spine Systems, Inc., an Ohio corporation (the “Company”), David L. Kirschman, M.D. (“Kirschman”), the Kenneth J. Hemmelgarn, Jr. Revocable Living Trust Dated February 9, 1998, as amended (the “K. Hemmelgarn 1998 Trust”), the Brian J. Hemmelgarn Revocable Living Trust Dated February 9, 1998, as amended (the “B. Hemmelgarn 1998 Trust”), the Kenneth J. Hemmelgarn, Jr. Second Trust Dated March 18, 2010 (the “K. Hemmelgarn 2010 Trust”), and the Brian J. Hemmelgarn Second Trust Dated March 18, 2010 (the “B. Hemmelgarn 2010 Trust,” and collectively with Kirschman, the K. Hemmelgarn 1998 Trust, the B. Hemmelgarn 1998 Trust, the K. Hemmelgarn 2010 Trust, and the B. Hemmelgarn 2010 Trust, the “Sellers”), pursuant to which Sellers will sell and transfer to Purchaser, and Purchaser will acqui
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2015 • Bacterin International Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Bacterin International Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement with you, as the initial purchaser (the “Initial Purchaser”), with respect to (a) the sale to the Initial Purchaser, by the Company, of $13,000,000...Purchase Agreement • July 28th, 2015 • Bacterin International Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The Company intends to use a portion of the net proceeds from the offer and sale of the Notes and the OrbiMed Notes to acquire (the “Proposed Acquisition”) all of the outstanding shares of capital stock of X-spine Systems Inc., an Ohio corporation (the “Target”) in the manner described in the Pricing Disclosure Package and the Offering Memorandum, pursuant to that certain stock purchase agreement, dated the date hereof, by and among the Company as purchaser, Target and the sellers named herein (the “Acquisition Agreement”). Unless otherwise noted, references in Section 2 of this Agreement to the subsidiaries of the Company will be deemed to include the Target and its subsidiaries, provided that any representations made with respect to the Target and its subsidiaries on the date of this Agreement (but not on the Closing Date or any Option Closing Date pursuant to Section 7(o)(i)) will be deemed made to the Company’s knowledge. In connection with the Proposed Acquisition, the Company’s s
TERMINATION OF ROYALTY AGREEMENTTermination of Royalty Agreement • July 28th, 2015 • Bacterin International Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This TERMINATION OF ROYALTY AGREEMENT, dated as of July 27, 2015 (this “Termination”), is made by and between ROS Acquisition Offshore LP, a Cayman Islands Exempted Limited Partnership (“ROS”), and Bacterin International, Inc., a Nevada corporation (“Bacterin”). Unless otherwise defined herein or the context otherwise requires, terms used in this Termination have the meanings provided in the Royalty Agreement (as defined below).
