NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement.
(a) Section 8.01 of the Credit Agreement is hereby amended by (i) deleting the text and at the end of clause (q) thereof and renumbering the subsequent clause as (r); (ii) deleting the text . at the end of clause (r) thereof and replacing it with the text ; and; and (iii) adding the following as a new clause (s) thereto:
(s) Liens in favor of JPMorgan Chase Bank, N.A., as escrow agent pursuant to that certain Escrow Agreement, dated as of February 15, 2018, by and among, inter alia, NeoGraft Holding Corp., NeoGraft Solutions Corp., NeoGrafters US Corp., the Parent, and JPMorgan Chase Bank, N.A., on an escrow deposit in an amount not to exceed $2,800,000 deposited by the Parent with JPMorgan Chase Bank, N.A. (plus any interest thereon) in connection therewith.
(b) Section 8.03 of the Credit Agreement is hereby amended by (i) deleting the text and at the end of clause (i) thereof; (ii) deleting the text . at the end of clause (j) thereof and replacing it with the text ; and; and (iii) adding the following as a new clause (k) thereto:
(k) that certain Earn Out Obligation arising pursuant to that certain Master Asset Purchase Agreement, dated as of January 26, 2018, by and among Vendor Parties (as defined therein) and the Parent, in an aggregate amount not to exceed $2,000,000.
Subject to the terms and conditions set forth herein, the Administrative Agent and each Lender party hereto hereby:
(a) Consent to the consummation of the NeoGraft Acquisition by the applicable Loan Parties, notwithstanding Section 8.02 of the Credit Agreement; provided, that:
(i) the property acquired in the NeoGraft Acquisition is used or useful in the same or a related or complementary line of business as the Parent and its Subsidiaries were engaged in on the Effective Date (or any reasonable extensions or expansions thereof);
(ii) within ten (10) Business Days of the acquisition by any Loan Party of any IP Rights in connection with the NeoGraft Acquisition, the Administrative Agent shall have received executed notices of grant of security interests with respect to any IP Rights acquired in connection with the NeoGraft Acquisition and registered in the United States or Canada, including, without limitation, those certain IP Rights set forth on Schedule A attached hereto;
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