FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the individuals listed on Schedule 2 hereto (the “Purchasers”) and (iv) each person who shall, subsequent to the date hereof, join in and become a party to this Agreement pursuant to, and in accordance with, Section 2(1) hereof (“Additional Stockholders” and together with the Initial Stockholders and the Purchasers, the “Stockholders”).
MULTI-TENANT INDUSTRIAL TRIPLE NET LEASEMulti-Tenant Industrial Triple Net Lease • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations
This Multi-Tenant Industrial Triple Net Lease (this “Lease”) is made and entered into as of October 25th, 2019 (the “Effective Date”), by and between ICON OWNER POOL 1 SF NON-BUSINESS PARKS, LLC, a Delaware limited liability company (“Landlord”), and THORNE RESEARCH, INC., a South Carolina corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Work Letter), Exhibit C (Prohibited Use), Exhibit D (Rules and Regulations), Exhibit E (Intentionally Omitted), Exhibit F (Requirements for Improvements or Alterations by Tenant), Exhibit G (Hazardous Materials Survey Form), Exhibit H (Additional Provisions), and Exhibit I (Judicial Reference).
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENTUncommitted and Revolving Credit Line Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
UNCOMMITTED AND REVOLVING CREDIT LINE AGREEMENT dated as of February 14, 2020 between SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation, having its offices at 277 Park Avenue, New York, New York 10172 (the “BANK”), and THORNE HOLDING CORP., a corporation organized under the laws of Delaware, having its offices at 620 Omni Industrial Boulevard, Summerville, South Carolina 29486 (the “BORROWER”). The parties hereto hereby agree as follows:
FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENTFourth Amended And • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FOURTH AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 5, 2018 and effective as of the Effective Time, is entered into by and among (i) Thorne Holding Corp., a Delaware corporation (the “Company”), (ii) the Stockholders listed on Schedule 1 hereto (the “Initial Stockholders”), (iii) the entities listed on Schedule 2 hereto (the “Purchasers”) and (iv) each Person who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form of Exhibit A hereto (collectively, the “Subsequent Stockholders”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Section 1 hereof.
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Vendor Agreement Between Thorne Research, Inc. And BioTE...Vendor Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This Vendor Agreement (“this Agreement”) is made and entered into as of the 1st day of December 2020 (“the Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”), having its offices at 620 Omni Industrial Blvd., Summerville, South Carolina 29486, and BioTE Medical, LLC, a Texas limited liability company (“BioTE”), having its offices at 1875 West Walnut Hill Lane, Suite 100, Irving, Texas 75038, and who are sometimes referred to individually as a “Party” or together as the “Parties.”
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. LEASE AGREEMENT BETWEEN GPT SUMMERVILLE OWNER LLC a Delaware...Lease Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THIS LEASE AGREEMENT (this “Lease”), dated as of the 29th day of September, 2016 (the “Effective Date”), is made and entered into between GPT SUMMERVILLE OWNER LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), having an address at c/o Gramercy Property Trust, 521 Fifth Avenue, 30th Floor, New York, New York 10175, and THORNE RESEARCH, INC., an Idaho corporation (together with its successors and assigns, herein called “Tenant”), having an address at 25820 Highway 2 West, Sandpoint, Idaho 83864.
REIMBURSEMENT AGREEMENT by and between SUMITOMO MITSUI BANKING CORPORATION and THORNE HOLDING CORP. Dated as of November 30, 2018Reimbursement Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
REIMBURSEMENT AGREEMENT, dated as of November 30, 2018 (the “Agreement”) by and between THORNE HOLDING CORP., a corporation organized under the laws of Delaware (the “Company”), and SUMITOMO MITSUI BANKING CORPORATION (the “Bank”).
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. AUTHORIZED RESELLER AGREEMENTAuthorized Reseller Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • South Carolina
THIS AUTHORIZED RESELLER AGREEMENT (this “Agreement”) is entered into as of the 25th day of November 2019 (the “Effective Date”), by and between Thorne Research, Inc., a South Carolina corporation (“Thorne”); and Pattern Inc., a Utah corporation (“Pattern”). Thorne and Pattern are individually referred to as a “Party” and collectively as the “Parties.”
AGREEMENT OF LEASEAgreement of Lease • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT OF LEASE (this “Lease” or “lease”), made as of March 14, 2013, by and between Carnegie Hall Tower II L.L.C., a New York limited liability company, having an office at do TF Cornerstone Inc., 387 Park Avenue South, 7th Floor, New York, New York 10016, Attn: Office Leasing Department hereinafter referred to as “Owner”, and Thorne Research, Inc., an Idaho corporation, having its principal office and place of business at 25820 Highway 2 West, Dover, Idaho 83825, hereinafter referred to as “Tenant.”
Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. First Amended and Restated Distribution AgreementDistribution Agreement • July 16th, 2021 • Thorne Healthtech, Inc. • Pharmaceutical preparations • Delaware
This FIRST AMENDED AND RESTATED DISTRIBUTION AGREEMENT (“this Agreement”) is entered into between THORNE RESEARCH, INC. (“Supplier”) and EMERSON ECOLOGICS, LLC (“Distributor”).
This guaranty of Thorne Holding Corp. (“Guarantor”) dated June 02, 2020, provides:Thorne Healthtech, Inc. • July 16th, 2021 • Pharmaceutical preparations • Georgia
Whereas, Thorne Research, Inc. (herein, whether one or more, the “Borrower”) desires to transact business with and to obtain credit or a continuation of credit from Truist Bank, its present and future affiliates and their successors and assigns (collectively, “Bank”); and
