July 12, 2019 Organogenesis Holdings Inc. Canton, Massachusetts 02021 Attn: Gary S. Gillheeney, Sr., President and Chief Executive Officer Re: Warrant Exchange Agreement Ladies and Gentlemen:Warrant Exchange Agreement • July 12th, 2019 • Organogenesis Holdings Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and the holders of an aggregate of 4,100,000 warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), at an exercise price of $5.75 per half Share and as listed on Schedule I attached hereto (the “Warrantholders”), pursuant to which each Warrantholder has agreed to exchange each Warrant owned by such Warrantholder at an exchange ratio (the “Exchange Ratio”) equal to the exchange ratio of the Company’s planned exchange offer (the “Exchange Offer”) to all holders of the Company’s issued and outstanding warrants that were issued in connection with the Company’s initial public offering pursuant to a prospectus dated October 10, 2016, exercisable for Shares at an exercise price of $5.75 per half Share (the “Public Warrants”) in effect at the expiration of such Exchange Offer, on the terms
