(c) Control Group means the stockholders of the Company who are parties as of the date hereof to the Controlling Stockholders Agreement by and among such stockholders and the Company dated as of December 10, 2018.
1.2. Accelerated Vesting. If the Director is serving as a member of the Board immediately prior to a Change in Control, the Director shall receive the Accelerated Vesting Benefit upon the Change in Control.
2. Other Provisions.
2.1. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered personally (including by overnight courier) or, if sent by regular mail, three days after the date of deposit in the United States mails addressed as follows:
(a) if to the Company, to:
Organogenesis Holdings Inc.
85 Dan Road
Canton, Massachusetts 02021
Attention: Chair of the Compensation Committee
(b) if to the Director, to the address set forth on the signature page hereto;
or to such other address as either party may from time to time provide to the other by notice as provided in this section.
2.2. Entire Agreement. This Agreement and the other agreements between the Director and the Company referred to in this Agreement constitute the entire agreement and understanding between the Company and the Director regarding the subject matter hereof, and supersede all prior negotiations, agreements, arrangements, and understandings, both written or oral, between the Company and the Director with respect to the subject matter of this Agreement.
2.3. Waiver or Amendment.
(a) The waiver by either party of a breach or violation of any term or provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Agreement or of any other right or remedy.
(b) No provision in this Agreement may be amended unless such amendment is set forth in a writing that specifically refers to this Agreement and is signed by the Director and the Company.
2.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflict of laws rules.