ASSIGNMENT AGREEMENTAssignment Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
This ASSIGNMENT AGREEMENT (this “Assignment”), dated as of July 30, 2007, is made and entered into by and among Royalty Securitization Trust I, a Delaware statutory trust (“RST”), Royalty Financial Company LLC, a Delaware limited liability company (“RFC”) and Paul Royalty Fund, L.P., a Delaware limited partnership formerly known as Paul Capital Royalty Acquisition Fund, L.P. (“PRF”), and Orthovita, Inc., a Pennsylvania corporation (“Orthovita”). All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement (as defined below).
CONSENT AND RELEASEConsent and Release • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
This CONSENT AND RELEASE (this “Consent and Release”), dated as of July 30, 2007, is made and entered into by and among Royalty Securitization Trust I, a Delaware statutory trust (“RST”), Royalty Financial Company LLC, a Delaware limited liability company (“RFC”), Paul Royalty Fund, L.P., a Delaware limited partnership formerly known as Paul Capital Royalty Acquisition Fund, L.P. (“PRF”), Vita Special Purpose Corp., a Delaware corporation a wholly-owned subsidiary of VLI (“VSP”), Vita Licensing, Inc., a Delaware corporation (“VLI”), and Orthovita, Inc., a Pennsylvania corporation (“Orthovita”), sometimes referred to herein individually as a “Party” and together as the “Parties.” All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement (as defined below).
SECURITY AGREEMENT dated as of July 30, 2007 among THE ENTITIES LISTED ON SCHEDULE A HERETO, as Pledgors and LB I GROUP INC., as Collateral AgentSecurity Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
In consideration of (i) the execution and delivery of (i) the Senior Secured Note and Warrant Purchase Agreement, dated as of July 30, 2007 (the “Note Purchase Agreement”), by and among Orthovita, Inc., a Pennsylvania corporation (the “Company”), the financial institutions and other institutional lenders listed as purchasers on the signature pages thereof (the “Purchasers”), and LB I Group Inc., a Delaware corporation, as Collateral Agent and (ii) the purchase of, and making the Loans under, each 10% Senior Secured Promissory Note, executed by the Company in favor of each Purchaser, each of, the Company, and its Subsidiaries listed on Schedule A hereto (each, a “Pledgor” and collectively, the “Pledgors”) hereby agree with the Collateral Agent, as follows (with certain terms used herein being defined in Article 7):
COMPANY STOCK PLEDGE AGREEMENTCompany Stock Pledge Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS STOCK PLEDGE AGREEMENT (“Agreement”) is dated and made as of July 30, 2007, by Orthovita, Inc., a Pennsylvania corporation (the “Pledgor”), in favor of LB I Group Inc., a Delaware corporation (the “Collateral Agent”), for the benefit of holders of those certain 10% Senior Secured Promissory Notes described in the Note Purchase Agreement (as defined below).
SUBSIDIARY GUARANTY AGREEMENT dated as of July 30, 2007 among VITA LICENSING, INC., ORTHOVITA INTERNATIONAL SERVICES, INC., PARTISYN CORP., VITA SPECIAL PURPOSE CORP., as Guarantors and LB I GROUP INC., as Collateral AgentSubsidiary Guaranty Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus
In consideration of (i) the execution and delivery of the Senior Secured Note and Warrant Purchase Agreement, dated as of July 30, 2007 (the “Note Purchase Agreement”), by and among Orthovita, Inc., a Pennsylvania corporation (the “Company”), the financial institutions and other institutional lenders listed on the signature pages thereof (the “Purchasers”), and LB I Group Inc., a Delaware corporation, as Collateral Agent and (ii) the purchase of, and making the Loans under, each 10% Senior Secured Promissory Note, executed by the Company in favor of each Purchaser, each of, Vita Licensing, Inc., a Delaware corporation and Wholly-owned Subsidiary of the Company, Orthovita International Services, Inc., a Pennsylvania corporation and a Wholly-owned Subsidiary of the Company, Partisyn Corp., a Delaware corporation and a Wholly-owned Subsidiary of the Company, and Vita Special Purpose Corp., a Delaware corporation and an indirect Subsidiary of the Company (each a “Guarantor” and collectivel
SECURITIES DISPOSITION AGREEMENTSecurities Disposition Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
This SECURITIES DISPOSITION AGREEMENT (this “Agreement”), is made and entered into as of July 30, 2007, by and between PAUL ROYALTY FUND, L.P., a Delaware limited partnership (“PRF”), and ORTHOVITA, INC., a Pennsylvania corporation (“Orthovita”). Capitalized terms used herein and not defined shall have the meanings assigned thereto in the Purchase Agreement (as defined below).
ORTHOVITA, INC. REGISTRATION RIGHTS AGREEMENT JULY 30, 2007Registration Rights Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of July 30, 2007 by and among Orthovita, Inc., a Pennsylvania corporation (the “Company”), and the purchasers (the “Purchasers”) of 10% Senior Secured Notes (the “Notes”) and Warrants (the “Warrants”) pursuant to the Senior Secured Note and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”), each of which Purchasers is listed on Schedule A hereto.
PURCHASE AND SALE AGREEMENT Dated as of July 30, 2007, by and between ROYALTY SECURITIZATION TRUST I and ORTHOVITA, INC.Purchase and Sale Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
This PURCHASE AND SALE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of July 30, 2007, by and between ROYALTY SECURITIZATION TRUST I, a Delaware statutory trust (“RST”), and ORTHOVITA, INC., a Pennsylvania corporation (“Orthovita”).
SUBSIDIARY INTELLECTUAL PROPERTY SECURITY AGREEMENTSubsidiary Intellectual Property Security Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (“Agreement”) is dated and made as of July 30, 2007, by each of Vita Licensing, Inc., a Delaware corporation, Orthovita International Services, Inc. a Pennsylvania corporation, Partisyn Corp., a Delaware corporation, and Vita Special Purpose Corp., a Delaware corporation, (each, a “Grantor” and collectively, the “Grantors”), in favor of LB I Group Inc., a Delaware corporation (the “Collateral Agent”), for the benefit of holders of those certain 10% Senior Secured Promissory Notes described in the Note Purchase Agreement (as defined below).
ORTHOVITA, INC. WARRANTOrthovita Inc • July 31st, 2007 • Surgical & medical instruments & apparatus • New York
ORTHOVITA, INC., a Pennsylvania corporation (the “Company”), hereby certifies that, for value received, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to the total number of shares of common stock $0.01 par value per share (the “Common Stock”), provided in Section 4(c), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $3.41 per share (as adjusted from time to time as provided in Section 9 , the “Exercise Price”), at any time on or after the date hereof (the “Initial Exercise Date”) and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions including, without limitation, the terms and conditions set forth in Section 4. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Senior Secured Note and Warrant Purchase Agreement, date
SUBSIDIARY STOCK PLEDGE AGREEMENTSubsidiary Stock Pledge Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS STOCK PLEDGE AGREEMENT (“Agreement”) is dated and made as of July 30, 2007, by Vita Licensing, Inc., a Delaware corporation (the “Pledgor”), in favor of LB I Group Inc., a Delaware corporation (the “Collateral Agent”), for the benefit of holders of those certain 10% Senior Secured Promissory Notes described in the Note Purchase Agreement (as defined below).
COMPANY INTELLECTUAL PROPERTY SECURITY AGREEMENTCompany Intellectual Property Security Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (“Agreement”) is dated and made as of July 30, 2007, by Orthovita, Inc., a Pennsylvania corporation (the “Grantor”), in favor of LB I Group Inc., a Delaware corporation (the “Collateral Agent”), for the benefit of holders of those certain 10% Senior Secured Promissory Notes described in the Note Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 30, 2007, by and among Orthovita, Inc., a Pennsylvania corporation, with headquarters located at 77 Great Valley Parkway, Malvern, Pennsylvania 19355 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ORTHOVITA, INC. 10% Senior Secured Notes due July 30, 2012 GUARANTEED BY THE DOMESTIC SUBSIDIARIES OF, AND ACCOMPANIED WITH WARRANTS ISSUED BY, ORTHOVITA, INC.Assignment and Assumption • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is hereby entered into by and among the Purchasers, ORTHOVITA, INC., a Pennsylvania corporation (the “Company”), and LB I Group Inc., a Delaware corporation, as Collateral Agent, with reference to the following (and with the definitions of terms set forth in Schedule B being applicable hereto):
