Exhibit 10.24


 


RESTRICTED
STOCK AGREEMENT




BIOHORIZONS, INC.


 


AGREEMENT made as of July 29, 2008 (the
“Grant Date”), between BioHorizons, Inc. (the “Company”), a Delaware
corporation, and Clark Barousse (the “Participant”).


 


WHEREAS, the Company has adopted the
BioHorizons, Inc. (formerly known as HealthpointCapital Dental Holdings, Inc.)
2007 Executive, Director and Consultant Stock Plan (the “Plan”) to promote the
interests of the Company by providing an incentive for employees, directors and
consultants of the Company or its Affiliates;


 


WHEREAS, pursuant to the provisions of the
Plan, the Company desires to offer to the Participant shares of the Company’s
Class B Common Stock, $0.0001 par value per share (“Common Stock”), in
accordance with the provisions of the Plan, all on the terms and conditions
hereinafter set forth;


 


WHEREAS, Participant wishes to accept said
offer; and


 


WHEREAS, the parties hereto understand and
agree that any terms used and not defined herein have the meanings ascribed to
such terms in the Plan and that any and all references herein to employment of
the Participant by the Company shall include the Participant’s employment or
service as an employee, director or consultant of the Company or any Affiliate.


 


NOW, THEREFORE, in consideration of the
promises 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 hereby agree as follows:


 


1.             Terms of Grant. The Participant hereby
accepts the offer of the Company to issue to the Participant, in accordance
with the terms of the Plan and this Agreement, 5,000 Shares of the Company’s
Common Stock (such shares, subject to adjustment pursuant to Section 24 of
the Plan and Subsection 2.1(i) hereof, the “Granted Shares”) at a purchase
price per share of $0.001 (the “Purchase Price”), receipt of which is hereby
acknowledged by the Company. The Participant hereby agrees to become a party to
the Stockholders’ Agreement dated August 21, 2006 between the Company and
its stockholders (the “Stockholders’ Agreement”), and Participant agrees to
execute any certificates or other documentation that the Company reasonably
deems appropriate in order for the Participant to become a party to the Stockholders’
Agreement. In addition to the restrictions expressly set forth in this
Agreement, the Granted Shares hereby shall not be transferred by the
Participant except as permitted in the Stockholders’ Agreement.


 

















 


2.1.          Company’s Lapsing Repurchase Right.


 


(a)           Lapsing Repurchase Right. Except as
set forth in Subsections 2.1(b) and 2.1(c) hereof, in the event that for
any reason the Participant is no longer an employee of the Company or an
Affiliate prior to the second anniversary of the Date of Reference, the Company
(or its designee) shall have the option, but not the obligation, to purchase
from the Participant (or the Participant’s Survivor), and, in the event the
Company exercises such option, the Participant (or the Participant’s Survivor)
shall be obligated to sell to the Company (or its designee), at a price per
Granted Share equal to the Purchase Price, all or any part of the Granted
Shares set forth in clauses (i) and (ii) below (the “Lapsing
Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a
period of one year commencing with the date of such termination of employment.
Notwithstanding any other provision hereof, in the event the Company is
prohibited during such one year period from exercising its Lapsing Repurchase
Right by Section 160 of the Delaware General Corporation Law as amended
from time to time (or any successor provision), then the time period during
which such Lapsing Repurchase Right may be exercised shall be extended until 30
days after the Company is first not so prohibited. For the purposes of this
Agreement, “Date of Reference” shall be June 2, 2008.


 


(i)            If Participant’s
employment with the Company or an Affiliate is terminated prior to the first
anniversary of the Date of Reference, the Company shall have the option to
repurchase two-thirds of the Granted Shares acquired by the Participant
hereunder.


 


(ii)           If such employment is
terminated on or after the first anniversary of the Date of Reference, but
prior to the second anniversary of the Date of Reference, the Company shall
have the option to repurchase one-third of the Granted Shares.


 


(b)           Effect of Termination for Disability or
upon Death. The following rules apply if the Participant ceases to be
an employee, director or consultant of the Company or an Affiliate by reason of
Disability or death: to the extent the Company’s Lapsing Repurchase Right has
not lapsed as of the date of Disability or death, as case may be, the Company
may exercise such Lapsing Repurchase Right; provided, however, that the Company’s
Lapsing Repurchase Right shall be deemed to have lapsed to the extent of a pro
rata portion of the Granted Shares through the date of Disability or death, as
would have lapsed had the Participant not become Disabled or died, as the case
may be. The proration shall be based upon the number of days accrued in such
current vesting period prior to the Participant’s date of Disability or death,
as the case may be.


 


(c)           Effect of a For Cause Termination.
Notwithstanding anything to the contrary contained in this Agreement, in the
event the Company or an Affiliate terminates the Participant’s employment or
service for “cause” (as defined in the Plan) or in the event the Administrator
determines, within one year after the Participant’s termination, that either
prior or subsequent to the Participant’s termination the Participant engaged in
conduct that would constitute “cause,” all of the Granted Shares then held by
the Participant shall be forfeited to the Company immediately as of the time
the Participant is notified that he or she has been terminated for “cause” or
that he or she engaged in conduct which would constitute “cause”.


 


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(d)           [RESERVED]


 


(e)           Closing. In the event that the
Company exercises the Lapsing Repurchase Right, the Company shall notify the
Participant, or, in the case of the Participant’s death, his or her Survivor,
in writing of its intent to repurchase the Granted Shares. Such notice may be
mailed by the Company up to and including the last day of the time period
provided for above for exercise of the Lapsing Repurchase Right. The notice
shall specify the place, time and date for payment of the repurchase price (the
“Closing”) and the number of Granted Shares with respect to which the Company
is exercising the Lapsing Repurchase Right. The Closing shall be not less than
ten days nor more than 60 days from the date of mailing of the notice, and the
Participant or the Participant’s Survivor with respect to the Granted Shares
which the Company elects to repurchase shall have no further rights as the
owner thereof from and after the date specified in the notice. At the Closing,
the repurchase price shall be delivered to the Participant or the Participant’s
Survivor and the Granted Shares being repurchased, duly endorsed for transfer,
shall, to the extent that they are not then in the possession of the Company,
be delivered to the Company by the Participant or the Participant’s Survivor.


 


(f)            Escrow. The certificates
representing all Granted Shares acquired by the Participant hereunder which
from time to time are subject to the Lapsing Repurchase Right shall be
delivered to the Company and the Company shall hold such Granted Shares in
escrow as provided in this Subsection 2.1(f). The Company shall promptly
release from escrow and deliver to the Participant a certificate for the whole
number of Granted Shares, if any, as to which the Company’s Lapsing Repurchase
Right has lapsed as the Participant’s ownership of such Granted Shares becomes
vested from time to time. In the event of a repurchase by the Company of
Granted Shares subject to the Lapsing Repurchase Right, the Company shall
release from escrow and cancel a certificate for the number of Granted Shares
so repurchased. Any securities distributed in respect of the Granted Shares
held in escrow, including, without limitation, shares issued as a result of
stock splits, stock dividends or other recapitalizations, shall also be held in
escrow in the same manner as the Granted Shares.


 


(g)           Prohibition on Transfer. The
Participant recognizes and agrees that all Granted Shares which are subject to
the Lapsing Repurchase Right may not be sold, transferred, assigned,
hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily
or by operation of law, other than to the Company (or its designee). However,
the Participant, with the approval of the Administrator, may transfer the
Granted Shares for no consideration to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the benefit of
the Participant’s Immediate Family or to a partnership or limited liability
company for one or more members of the Participant’s Immediate Family), subject
to such limits as the Administrator may establish, and the transferee shall
remain subject to all the terms and conditions applicable to this Agreement
prior to such transfer and each such transferee shall so acknowledge in writing
as a condition precedent to the effectiveness of such transfer. The term “Immediate
Family” shall mean the Participant’s spouse, former spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers, nieces and nephews and
grandchildren (and, for this purpose, shall also include the Participant). The
Company shall not be required to transfer any Granted Shares on its books which
shall have been sold, assigned or otherwise transferred in violation of this
Subsection 2.1(g), or to treat as the owner of such Granted Shares,


 


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or to accord the right to vote as such owner
or to pay dividends to, any person or organization to which any such Granted
Shares shall have been so sold, assigned or otherwise transferred, in violation
of this Subsection 2.1(g).


 


(h)           Failure to Deliver Granted Shares to be
Repurchased. In the event that the Granted Shares to be repurchased by the
Company under this Agreement are not in the Company’s possession pursuant to
Subsection 2.1(f) above or otherwise and the Participant or the
Participant’s Survivor fails to deliver such Granted Shares to the Company (or
its designee), the Company may elect (i) to establish a segregated account
in the amount of the repurchase price, such account to be turned over to the
Participant or the Participant’s Survivor upon delivery of such Granted Shares,
and (ii) immediately to take such action as is appropriate to transfer
record title of such Granted Shares from the Participant to the Company (or its
designee) and to treat the Participant and such Granted Shares in all respects
as if delivery of such Granted Shares had been made as required by this
Agreement. The Participant hereby irrevocably grants the Company a power of
attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.


 


(i)            Adjustments. The Plan contains
provisions covering the treatment of Shares in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to the Granted Shares and the related provisions with respect to successors to
the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.


 


2.2           General Restrictions on Transfer of
Granted Shares.


 


(a)           Limitations on Transfer. In addition
to the restrictions set forth above in Section 2.1, the Granted Shares
acquired by the Participant hereunder and no longer subject to the provisions
of Section 2.1 herein (the “Vested Shares”) shall not be transferred by
the Participant except as permitted herein, shall be subject to the provisions
of Sections 2.1 (f), (g) and (h) above and shall be subject to the
repurchase rights described herein.


 


(b)           Right to Repurchase following Termination
of Service. If the Participant’s service as an employee, director or
consultant with the Company or an Affiliate shall be terminated for any reason
other than for “cause” (as defined in the Plan), including due to death or
Disability, then the Company shall have the option to repurchase the Vested
Shares not previously repurchased in accordance with the provisions of Section 2.1
of this Agreement as follows:


 


(i)            The Company’s option
to repurchase the Vested Shares in the event of termination of service under
this Section 2.2(b) shall be valid for a period of one year
commencing with the date of such termination of service.


 


(ii)           In the event the
Company shall be entitled to and shall elect to exercise its option to
repurchase the Vested Shares under this Section 2.2(b), the Company shall
notify the Participant, or in case of death, his or her Survivor, in writing of
its intent to repurchase the Vested Shares. Such written notice may be


 


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mailed by the Company up to and including the
last day of the time period provided for in Section 2.2(b)(i) for
exercise of the Company’s option to repurchase.


 


(iii)          The written notice to
the Participant shall specify the address at, and the time and date on, which
payment of the Repurchase Price (as defined herein) is to be made (the
“Closing”). The date specified shall not be less than ten days nor more than 60
days from the date of the mailing of the notice, and the Participant or the
Participant’s Survivor with respect to the Vested Shares shall have no further
rights as the owner thereof from and after the date specified in the notice. At
the Closing, the Repurchase Price shall be delivered to the Participant or the
Participant’s Survivor and the Vested Shares being purchased, duly endorsed for
transfer, shall, to the extent that they are not then in the possession of the
Company, be delivered to the Company by the Participant or the Participant’s
Survivor.


 


(iv)          The price paid per share
for any Vested Shares repurchased hereunder (the “Repurchase Price”) shall
equal the Fair Market Value of such Vested Shares determined in accordance with
the Plan as of the date of termination of service, provided, however, in the
event of a termination by the Company or an Affiliate for “cause” (as defined
in the Plan), the per share repurchase price of the Shares to be sold to the
Company upon exercise of its option under this Section 2.2 shall be equal
to the Purchase Price.


 


(c)           Right to Repurchase on Proposed Transfer.
It shall be a condition precedent to the validity of any sale or other transfer
of any Vested Shares by the Participant that the following restrictions be
complied with (except as hereinafter otherwise provided):


 


(i)            No Vested Shares owned
by the Participant may be sold, pledged or otherwise transferred (including by
gift or devise) to any person or entity, voluntarily, or by operation of law,
except in accordance with the terms and conditions hereinafter set forth.


 


(ii)           Before selling or
otherwise transferring all or part of the Vested Shares, the Participant shall
give written notice of such intention to the Company which notice shall include
the name of the proposed transferee, the proposed purchase price per share, the
terms of payment of such purchase price and all other matters relating to such
sale or transfer and shall be accompanied by a copy of the binding written
agreement of the proposed transferee to purchase the Vested Shares of the
Participant. Such notice shall constitute a binding offer by the Participant to
sell to the Company such number of the Vested Shares then held by the
Participant as are proposed to be sold in the notice at the monetary price per
share designated in such notice, payable on the terms offered to the
Participant by the proposed transferee (provided, however, that the Company
shall not be required to meet any non-monetary terms of the proposed transfer,
including, without limitation, delivery of other securities in exchange for the
Vested Shares proposed to be sold). The Company shall give written notice to
the Participant as to whether such offer


 


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has been accepted in whole by the Company
within 60 days after its receipt of written notice from the Participant. The
Company may only accept such offer in whole and may not accept such offer in
part. Such acceptance notice shall fix a time, location and date for the
closing on such purchase (“Closing Date”) which shall not be less than ten nor
more than sixty days after the giving of the acceptance notice, provided,
however, if any of the Shares to be sold pursuant to this Section 2.2(c) have
been held by the Participant for less than six months, then the Closing Date
may be extended by the Company until no more than ten days after such Shares
have been held by the Participant for six months. At the Closing, the
Participant shall accept payment as set forth herein and shall deliver to the
Company in exchange therefor the Granted Shares being repurchased, duly
endorsed for transfer, to the extent that they are not then in the possession
of the Company.


 


(iii)          If the Company shall fail
to accept any such offer, the Participant shall be free to sell all, but not
less than all, of the Vested Shares set forth in his notice to the designated
transferee at the price and terms designated in the Participant’s notice,
provided that (i) such sale is consummated within six months after the
giving of notice by the Participant to the Company as aforesaid, and (ii) the
transferee first agrees in writing to be bound by the provisions of this
Section 2.2(c) so that he or she (and all subsequent transferees) shall
thereafter only be permitted to sell or transfer the Vested Shares in
accordance with the terms hereof. After the expiration of such six months, the
provisions of this Section 2.2(c) shall again apply with respect to
any proposed voluntary transfer of the Vested Shares.


 


(iv)          The provisions of this
Section 2.2(c) may be waived by the Company. Any such waiver may be
unconditional or based upon such conditions as the Company may impose.


 


(v)           The restrictions on
transfer contained in this Section 2.2(c) shall not apply to (a) transfers
by the Participant to his or her spouse or children or to a trust for the
benefit of his or her spouse or children, (b) transfers by the Participant
to his or her guardian or conservator, and (c) or transfers by the
Participant, in the event of his or her death, to his or her executor(s) or
administrator(s) or to trustee(s) under his or her will (collectively,
“Permitted Transferees”); provided however, that in any such event the Vested
Shares so transferred in the hands of each such Permitted Transferee shall
remain subject to this Agreement, and each such Permitted Transferee shall so
acknowledge in writing as a condition precedent to the effectiveness of such
transfer.


 


(d)           The provisions of Section 2.2 (a) through
(d) shall terminate upon the effective date of the registration of the
Shares pursuant to the Securities Exchange Act of 1934.


 


(e)           The Participant agrees that in the event the
Company proposes to offer for sale to the public any of its equity securities
and such Participant is requested by the Company and any underwriter engaged by
the Company in connection with such offering to sign an agreement restricting
the sale or other transfer of Shares, then it will promptly sign such agreement
and will not transfer, whether in privately negotiated transactions or to the
public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her


 


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during such period as is determined by the
Company and the underwriters, not to exceed 90 days following the closing of
the offering, plus such additional period of time as may be required to comply
with Marketplace Rule 2711 of the National Association of Securities
Dealers, Inc. or similar rules thereto (such period, the “Lock-Up
Period”). Such agreement shall be in writing and in form and substance
reasonably satisfactory to the Company and such underwriter and pursuant to
customary and prevailing terms and conditions. Notwithstanding whether the
Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company
subject to the foregoing restrictions until the end of the Lock-Up Period.


 


(f)            The Participant acknowledges and agrees
that neither the Company nor, its shareholders nor its directors and officers,
has any duty or obligation to disclose to the Participant any material
information regarding the business of the Company or affecting the value of the
Shares before, at the time of, or following a termination of the employment of
the Participant by the Company or an Affiliate, including, without limitation,
any information concerning plans for the Company to make a public offering of
its securities or to be acquired by or merged with or into another firm or
entity.


 


3.             Legend. In addition to any legend
required pursuant to the Plan, all certificates representing the Granted Shares
to be issued to the Participant pursuant to this Agreement shall have endorsed
thereon a legend substantially as follows:


 


“The shares represented by this certificate
are subject to restrictions set forth in a Restricted Stock Agreement dated as
of July 29, 2008 with this Company, a copy of which Agreement is available
for inspection at the offices of the Company or will be made available upon
request.”


 


4.             Purchase for Investment; Securities Law
Compliance. If the offering and sale of the Granted Shares have not been
effectively registered under the 1933 Act, the Participant hereby represents
and warrants that he or she is acquiring the Granted Shares for his or her own
account, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Granted Shares. The Participant specifically
acknowledges and agrees that any sales of Granted Shares shall be made in
accordance with the requirements of the 1933 Act, in a transaction as to which
the Company shall have received an opinion of counsel satisfactory to it
confirming such compliance. The Participant shall be bound by the provisions of
the following legend which shall be endorsed upon the certificate(s) evidencing
the Shares issued:


 


“The shares represented by this certificate
have been taken for investment and they may not be sold or otherwise
transferred by any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be effective under the
Securities Act of 1933, as amended, or (b) the Company shall have received
an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance
with all applicable state securities laws.”


 


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5.             Rights as a Stockholder. The
Participant shall have all the rights of a stockholder with respect to the
Granted Shares, including voting and dividend rights, subject to the transfer
and other restrictions set forth herein and in the Plan.


 


6.             Incorporation of the Plan. The
Participant specifically understands and agrees that the Granted Shares issued
under the Plan are being sold to the Participant pursuant to the Plan, a copy
of which Plan the Participant acknowledges he or she has read and understands
and by which Plan he or she agrees to be bound. The provisions of the Plan are
incorporated herein by reference.


 


7.             Tax Liability of the Participant and
Payment of Taxes. The Participant acknowledges and agrees that any income
or other taxes due from the Participant with respect to the Granted Shares
issued pursuant to this Agreement, including, without limitation, the Lapsing
Repurchase Right, shall be the Participant’s responsibility. Without limiting
the foregoing, the Participant agrees that, to the extent that the lapsing of
restrictions on disposition of any of the Granted Shares or the declaration of
dividends on any such shares before the lapse of such restrictions on
disposition results in the Participant’s being deemed to be in receipt of
earned income under the provisions of the Code, the Company shall be entitled
to immediate payment from the Participant of the amount of any tax required to
be withheld by the Company.


 


Upon execution of this Agreement, the
Participant may file an election under Section 83 of the Code in substantially
the form attached as Exhibit B. The Participant acknowledges that
if he does not file such an election, as the Granted Shares are released from
the Lapsing Repurchase Right in accordance with Section 2.1, the
Participant will have income for tax purposes equal to the fair market value of
the Granted Shares at such date, less the price paid for the Granted Shares by
the Participant.


 


8.             Equitable Relief. The Participant
specifically acknowledges and agrees that in the event of a breach or
threatened breach of the provisions of this Agreement or the Plan, including
the attempted transfer of the Granted Shares by the Participant in violation of
this Agreement, monetary damages may not be adequate to compensate the Company,
and, therefore, in the event of such a breach or threatened breach, in addition
to any right to damages, the Company shall be entitled to equitable relief in
any court having competent jurisdiction. Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies available to it for
any such breach or threatened breach.


 


9.             No Obligation to Maintain Relationship.
The Company is not by the Plan or this Agreement obligated to continue the
Participant as an employee, director or consultant of the Company or an
Affiliate. The Participant acknowledges: (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the grant of the Shares is a one-time benefit which
does not create any contractual or other right to receive future grants of
shares, or benefits in lieu of shares; (iii) that all determinations with
respect to any such future grants, including, but not limited to, the times
when shares shall be granted, the number of shares to be granted, the purchase
price, and the time or times when each share shall be free from a lapsing
repurchase right, will be at the sole discretion of the Company; (iv) that
the Participant’s participation in the Plan is voluntary; (v) that the
value of the Shares is an


 


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extraordinary item of compensation which is
outside the scope of the Participant’s employment contract, if any; and (vi) that
the Shares are not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


10.           Notices. Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:


 


If to the Company:


 


BioHorizons, Inc.


2300 Riverchase Center


Birmingham, AL 35244


Attn: William Ross, CFO


 


If to the Participant:


 


Clark Barousse


6417 River Tide Cove


Memphis, Tennessee 38120


 


 


or to such other address or addresses of
which notice in the same manner has previously been given. Any such notice
shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three
business days following mailing by registered or certified mail.


 


11.           Benefit of Agreement. Subject to the
provisions of the Plan and the other provisions hereof, this Agreement shall be
for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


12.           Governing Law. This Agreement shall
be construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof. For the
purpose of litigating any dispute that arises under this Agreement, whether at
law or in equity, the parties hereby consent to exclusive jurisdiction in New
York and agree that such litigation shall be conducted in the courts of New
York County, New York or the federal courts of the United States for the
Southern District of New York.


 


13.           Severability. If any provision of
this Agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, then such provision or provisions shall be modified to the extent
necessary to make such provision valid and enforceable, and to the extent that
this is impossible, then such provision shall be deemed to be excised from this
Agreement, and the validity, legality and enforceability of the rest of this
Agreement shall not be affected thereby.


 


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14.           Entire Agreement. This Agreement,
together with the Plan, constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement not expressly set forth in this Agreement shall affect or be used to
interpret, change or restrict the express terms and provisions of this
Agreement provided, however, in any event, this Agreement shall be subject to
and governed by the Plan.


 


15.           Modifications and Amendments; Waivers and
Consents. The terms and provisions of this Agreement may be modified or
amended as provided in the Plan. Except as provided in the Plan, the terms and
provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to
the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other
terms or provisions of this Agreement, whether or not similar. Each such waiver
or consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or
consent.


 


16.           Consent of Spouse/Domestic Partner.
If the Participant has a spouse or a domestic partner as of the date of this
Agreement, the Participant’s spouse or domestic partner shall execute a Consent
of Spouse/Domestic Partner in the form of Exhibit A hereto,
effective as of the date hereof. Such consent shall not be deemed to confer or
convey to the spouse or domestic partner any rights in the Granted Shares that
do not otherwise exist by operation of law or the agreement of the parties. If
the Participant subsequent to the date hereof, marries, remarries or applies to
the Company for domestic partner benefits, the Participant shall, not later
than 60 days thereafter, obtain his or her new spouse/domestic partner’s
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by having such spouse/domestic partner
execute and deliver a Consent of Spouse/Domestic Partner in the form of Exhibit A.


 


17.           Counterparts. This Agreement may be
executed in one or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


18.           Data Privacy. By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate,
and any agent of the Company or any Affiliate administering the Plan or
providing Plan record keeping services, to disclose to the Company or any of
its Affiliates such information and data as the Company or any such Affiliate
shall request in order to facilitate the grant of Shares and the administration
of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


 


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IS THE SIGNATURE PAGE]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
  BIOHORIZONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Ross

  
	
   

  	
  Name:

  	
  William Ross

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Clark Barousse

  
	
   

  	
  Clark Barousse

  



 


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RESTRICTED
STOCK AGREEMENT


 


BIOHORIZONS, INC.


 


AGREEMENT made as of June 2, 2008 (the
“Grant Date”), between BioHorizons, Inc. (the “Company”), a Delaware
corporation, and Clark Barousse (the “Participant”).


 


WHEREAS, the Company has adopted the
BioHorizons, Inc. (formerly known as HealthpointCapital Dental Holdings, Inc.)
2007 Executive, Director and Consultant Stock Plan (the “Plan”) to promote the
interests of the Company by providing an incentive for employees, directors and
consultants of the Company or its Affiliates;


 


WHEREAS, pursuant to the provisions of the
Plan, the Company desires to offer to the Participant shares of the Company’s
Class B Common Stock, $0.0001 par value per share (“Common Stock”), in
accordance with the provisions of the Plan, all on the terms and conditions
hereinafter set forth;


 


WHEREAS, Participant wishes to accept said
offer; and


 


WHEREAS, the parties hereto understand and
agree that any terms used and not defined herein have the meanings ascribed to
such terms in the Plan and that any and all references herein to employment of
the Participant by the Company shall include the Participant’s employment or
service as an employee, director or consultant of the Company or any Affiliate.


 


NOW, THEREFORE, in consideration of the promises
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 hereby agree as follows:


 


1.             Terms of Grant. The Participant
hereby accepts the offer of the Company to issue to the Participant, in
accordance with the terms of the Plan and this Agreement, 25,000 Shares of the
Company’s Common Stock (such shares, subject to adjustment pursuant to Section 24
of the Plan and Subsection 2.1(i) hereof, the “Granted Shares”) at a
purchase price per share of $0.001 (the “Purchase Price”), receipt of which is
hereby acknowledged by the Company. The Participant hereby agrees to become a
party to the Stockholders’ Agreement dated August 21, 2006 between the Company
and its stockholders (the “Stockholders’ Agreement”), and Participant agrees to
execute any certificates or other documentation that the Company reasonably
deems appropriate in order for the Participant to become a party to the
Stockholders’ Agreement. In addition to the restrictions expressly set forth in
this Agreement, the Granted Shares hereby shall not be transferred by the
Participant except as permitted in the Stockholders’ Agreement.


 

















 


2.1.          Company’s Lapsing Repurchase Right.


 


(a)           Lapsing Repurchase Right. Except as
set forth in Subsections 2.1(b) and 2.1(c) hereof, in the event that for
any reason the Participant is no longer an employee of the Company or an
Affiliate prior to the second anniversary of the Date of Reference, the Company
(or its designee) shall have the option, but not the obligation, to purchase
from the Participant (or the Participant’s Survivor), and, in the event the
Company exercises such option, the Participant (or the Participant’s Survivor)
shall be obligated to sell to the Company (or its designee), at a price per
Granted Share equal to the Purchase Price, all or any part of the Granted
Shares set forth in clauses (i) and (ii) below (the “Lapsing
Repurchase Right”). The Company’s Lapsing Repurchase Right shall be valid for a
period of one year commencing with the date of such termination of employment.
Notwithstanding any other provision hereof, in the event the Company is
prohibited during such one year period from exercising its Lapsing Repurchase
Right by Section 160 of the Delaware General Corporation Law as amended
from time to time (or any successor provision), then the time period during
which such Lapsing Repurchase Right may be exercised shall be extended until 30
days after the Company is first not so prohibited. For the purposes of this
Agreement, “Date of Reference” shall be June 2, 2008.


 


(i)            If Participant’s
employment with the Company or an Affiliate is terminated prior to the first
anniversary of the Date of Reference, the Company shall have the option to
repurchase two-thirds of the Granted Shares acquired by the Participant
hereunder.


 


(ii)           If such employment is
terminated on or after the first anniversary of the Date of Reference, but
prior to the second anniversary of the Date of Reference, the Company shall
have the option to repurchase one-third of the Granted Shares.


 


(b)           Effect of Termination for Disability or
upon Death. The following rules apply if the Participant ceases to be
an employee, director or consultant of the Company or an Affiliate by reason of
Disability or death: to the extent the Company’s Lapsing Repurchase Right has
not lapsed as of the date of Disability or death, as case may be, the Company
may exercise such Lapsing Repurchase Right; provided, however, that the
Company’s Lapsing Repurchase Right shall be deemed to have lapsed to the extent
of a pro rata portion of the Granted Shares through the date of Disability or
death, as would have lapsed had the Participant not become Disabled or died, as
the case may be. The proration shall be based upon the number of days accrued
in such current vesting period prior to the Participant’s date of Disability or
death, as the case may be.


 


(c)           Effect of a For Cause Termination.
Notwithstanding anything to the contrary contained in this Agreement, in the
event the Company or an Affiliate terminates the Participant’s employment or
service for “cause” (as defined in the Plan) or in the event the Administrator
determines, within one year after the Participant’s termination, that either
prior or subsequent to the Participant’s termination the Participant engaged in
conduct that would constitute “cause,” all of the Granted Shares then held by
the Participant shall be forfeited to the Company immediately as of the time
the Participant is notified that he or she has been terminated for “cause” or
that he or she engaged in conduct which would constitute “cause”.


 


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(d)           [RESERVED]


 


(e)           Closing. In the event that the
Company exercises the Lapsing Repurchase Right, the Company shall notify the
Participant, or, in the case of the Participant’s death, his or her Survivor,
in writing of its intent to repurchase the Granted Shares. Such notice may be
mailed by the Company up to and including the last day of the time period
provided for above for exercise of the Lapsing Repurchase Right. The notice
shall specify the place, time and date for payment of the repurchase price (the
“Closing”) and the number of Granted Shares with respect to which the Company
is exercising the Lapsing Repurchase Right. The Closing shall be not less than
ten days nor more than 60 days from the date of mailing of the notice, and the
Participant or the Participant’s Survivor with respect to the Granted Shares
which the Company elects to repurchase shall have no further rights as the
owner thereof from and after the date specified in the notice. At the Closing,
the repurchase price shall be delivered to the Participant or the Participant’s
Survivor and the Granted Shares being repurchased, duly endorsed for transfer,
shall, to the extent that they are not then in the possession of the Company,
be delivered to the Company by the Participant or the Participant’s Survivor.


 


(f)            Escrow. The certificates
representing all Granted Shares acquired by the Participant hereunder which
from time to time are subject to the Lapsing Repurchase Right shall be
delivered to the Company and the Company shall hold such Granted Shares in
escrow as provided in this Subsection 2.1(f). The Company shall promptly release
from escrow and deliver to the Participant a certificate for the whole number
of Granted Shares, if any, as to which the Company’s Lapsing Repurchase Right
has lapsed as the Participant’s ownership of such Granted Shares becomes vested
from time to time. In the event of a repurchase by the Company of Granted
Shares subject to the Lapsing Repurchase Right, the Company shall release from
escrow and cancel a certificate for the number of Granted Shares so
repurchased. Any securities distributed in respect of the Granted Shares held
in escrow, including, without limitation, shares issued as a result of stock
splits, stock dividends or other recapitalizations, shall also be held in
escrow in the same manner as the Granted Shares.


 


(g)           Prohibition on Transfer. The
Participant recognizes and agrees that all Granted Shares which are subject to
the Lapsing Repurchase Right may not be sold, transferred, assigned,
hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily
or by operation of law, other than to the Company (or its designee). However,
the Participant, with the approval of the Administrator, may transfer the
Granted Shares for no consideration to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the benefit of
the Participant’s Immediate Family or to a partnership or limited liability
company for one or more members of the Participant’s Immediate Family), subject
to such limits as the Administrator may establish, and the transferee shall
remain subject to all the terms and conditions applicable to this Agreement
prior to such transfer and each such transferee shall so acknowledge in writing
as a condition precedent to the effectiveness of such transfer. The term
“Immediate Family” shall mean the Participant’s spouse, former spouse, parents,
children, stepchildren, adoptive relationships, sisters, brothers, nieces and
nephews and grandchildren (and, for this purpose, shall also include the
Participant). The Company shall not be required to transfer any Granted Shares
on its books which shall have been sold, assigned or otherwise transferred in
violation of this Subsection 2.1(g), or to treat as the owner of such Granted
Shares,


 


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or to accord the right to vote as such owner
or to pay dividends to, any person or organization to which any such Granted
Shares shall have been so sold, assigned or otherwise transferred, in violation
of this Subsection 2.1(g).


 


(h)           Failure to Deliver Granted Shares to be
Repurchased. In the event that the Granted Shares to be repurchased by the
Company under this Agreement are not in the Company’s possession pursuant to
Subsection 2.1(f) above or otherwise and the Participant or the
Participant’s Survivor fails to deliver such Granted Shares to the Company (or
its designee), the Company may elect (i) to establish a segregated account
in the amount of the repurchase price, such account to be turned over to the
Participant or the Participant’s Survivor upon delivery of such Granted Shares,
and (ii) immediately to take such action as is appropriate to transfer
record title of such Granted Shares from the Participant to the Company (or its
designee) and to treat the Participant and such Granted Shares in all respects
as if delivery of such Granted Shares had been made as required by this
Agreement. The Participant hereby irrevocably grants the Company a power of
attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.


 


(i)            Adjustments. The Plan contains
provisions covering the treatment of Shares in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to the Granted Shares and the related provisions with respect to successors to
the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.


 


2.2           General Restrictions on Transfer of
Granted Shares.


 


(a)           Limitations on Transfer. In addition
to the restrictions set forth above in Section 2.1, the Granted Shares
acquired by the Participant hereunder and no longer subject to the provisions
of Section 2.1 herein (the “Vested Shares”) shall not be transferred by
the Participant except as permitted herein, shall be subject to the provisions
of Sections 2.1 (f), (g) and (h) above and shall be subject to the
repurchase rights described herein.


 


(b)           Right to Repurchase following Termination
of Service. If the Participant’s service as an employee, director or
consultant with the Company or an Affiliate shall be terminated for any reason
other than for “cause” (as defined in the Plan), including due to death or
Disability, then the Company shall have the option to repurchase the Vested
Shares not previously repurchased in accordance with the provisions of Section 2.1
of this Agreement as follows:


 


(i)            The Company’s option
to repurchase the Vested Shares in the event of termination of service under
this Section 2.2(b) shall be valid for a period of one year
commencing with the date of such termination of service.


 


(ii)           In the event the
Company shall be entitled to and shall elect to exercise its option to
repurchase the Vested Shares under this Section 2.2(b), the Company shall
notify the Participant, or in case of death, his or her Survivor, in writing of
its intent to repurchase the Vested Shares. Such written notice may be


 


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mailed by the Company up to and including the
last day of the time period provided for in Section 2.2(b)(i) for exercise
of the Company’s option to repurchase.


 


(iii)          The written notice to
the Participant shall specify the address at, and the time and date on, which
payment of the Repurchase Price (as defined herein) is to be made (the
“Closing”). The date specified shall not be less than ten days nor more than 60
days from the date of the mailing of the notice, and the Participant or the
Participant’s Survivor with respect to the Vested Shares shall have no further
rights as the owner thereof from and after the date specified in the notice. At
the Closing, the Repurchase Price shall be delivered to the Participant or the
Participant’s Survivor and the Vested Shares being purchased, duly endorsed for
transfer, shall, to the extent that they are not then in the possession of the
Company, be delivered to the Company by the Participant or the Participant’s
Survivor.


 


(iv)          The price paid per share
for any Vested Shares repurchased hereunder (the “Repurchase Price”) shall
equal the Fair Market Value of such Vested Shares determined in accordance with
the Plan as of the date of termination of service, provided, however, in the
event of a termination by the Company or an Affiliate for “cause” (as defined
in the Plan), the per share repurchase price of the Shares to be sold to the Company
upon exercise of its option under this Section 2.2 shall be equal to the
Purchase Price.


 


(c)           Right to Repurchase on Proposed Transfer.
It shall be a condition precedent to the validity of any sale or other transfer
of any Vested Shares by the Participant that the following restrictions be
complied with (except as hereinafter otherwise provided):


 


(i)            No Vested Shares owned
by the Participant may be sold, pledged or otherwise transferred (including by
gift or devise) to any person or entity, voluntarily, or by operation of law,
except in accordance with the terms and conditions hereinafter set forth.


 


(ii)           Before selling or
otherwise transferring all or part of the Vested Shares, the Participant shall
give written notice of such intention to the Company which notice shall include
the name of the proposed transferee, the proposed purchase price per share, the
terms of payment of such purchase price and all other matters relating to such
sale or transfer and shall be accompanied by a copy of the binding written
agreement of the proposed transferee to purchase the Vested Shares of the
Participant. Such notice shall constitute a binding offer by the Participant to
sell to the Company such number of the Vested Shares then held by the
Participant as are proposed to be sold in the notice at the monetary price per
share designated in such notice, payable on the terms offered to the
Participant by the proposed transferee (provided, however, that the Company
shall not be required to meet any non-monetary terms of the proposed transfer,
including, without limitation, delivery of other securities in exchange for the
Vested Shares proposed to be sold). The Company shall give written notice to
the Participant as to whether such offer


 


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has been accepted in whole by the Company
within 60 days after its receipt of written notice from the Participant. The
Company may only accept such offer in whole and may not accept such offer in
part. Such acceptance notice shall fix a time, location and date for the
closing on such purchase (“Closing Date”) which shall not be less than ten nor
more than sixty days after the giving of the acceptance notice, provided,
however, if any of the Shares to be sold pursuant to this Section 2.2(c) have
been held by the Participant for less than six months, then the Closing Date
may be extended by the Company until no more than ten days after such Shares
have been held by the Participant for six months. At the Closing, the
Participant shall accept payment as set forth herein and shall deliver to the
Company in exchange therefor the Granted Shares being repurchased, duly
endorsed for transfer, to the extent that they are not then in the possession
of the Company.


 


(iii)          If the Company shall
fail to accept any such offer, the Participant shall be free to sell all, but
not less than all, of the Vested Shares set forth in his notice to the
designated transferee at the price and terms designated in the Participant’s
notice, provided that (i) such sale is consummated within six months after
the giving of notice by the Participant to the Company as aforesaid, and (ii) the
transferee first agrees in writing to be bound by the provisions of this
Section 2.2(c) so that he or she (and all subsequent transferees) shall
thereafter only be permitted to sell or transfer the Vested Shares in
accordance with the terms hereof. After the expiration of such six months, the
provisions of this Section 2.2(c) shall again apply with respect to
any proposed voluntary transfer of the Vested Shares.


 


(iv)          The provisions of this
Section 2.2(c) may be waived by the Company. Any such waiver may be
unconditional or based upon such conditions as the Company may impose.


 


(v)           The restrictions on
transfer contained in this Section 2.2(c) shall not apply to (a) transfers
by the Participant to his or her spouse or children or to a trust for the
benefit of his or her spouse or children, (b) transfers by the Participant
to his or her guardian or conservator, and (c) or transfers by the
Participant, in the event of his or her death, to his or her executor(s) or
administrator(s) or to trustee(s) under his or her will
(collectively, “Permitted Transferees”); provided however, that in any such
event the Vested Shares so transferred in the hands of each such Permitted
Transferee shall remain subject to this Agreement, and each such Permitted
Transferee shall so acknowledge in writing as a condition precedent to the
effectiveness of such transfer.


 


(d)           The provisions of Section 2.2 (a) through
(d) shall terminate upon the effective date of the registration of the
Shares pursuant to the Securities Exchange Act of 1934.


 


(e)           The Participant agrees that in the event the
Company proposes to offer for sale to the public any of its equity securities
and such Participant is requested by the Company and any underwriter engaged by
the Company in connection with such offering to sign an agreement restricting
the sale or other transfer of Shares, then it will promptly sign such agreement
and will not transfer, whether in privately negotiated transactions or to the
public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her


 


6

















 


during such period as is determined by the
Company and the underwriters, not to exceed 90 days following the closing of
the offering, plus such additional period of time as may be required to comply
with Marketplace Rule 2711 of the National Association of Securities
Dealers, Inc. or similar rules thereto (such period, the “Lock-Up
Period”). Such agreement shall be in writing and in form and substance
reasonably satisfactory to the Company and such underwriter and pursuant to
customary and prevailing terms and conditions. Notwithstanding whether the
Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company
subject to the foregoing restrictions until the end of the Lock-Up Period.


 


(f)            The Participant acknowledges and agrees
that neither the Company nor, its shareholders nor its directors and officers,
has any duty or obligation to disclose to the Participant any material
information regarding the business of the Company or affecting the value of the
Shares before, at the time of, or following a termination of the employment of
the Participant by the Company or an Affiliate, including, without limitation,
any information concerning plans for the Company to make a public offering of
its securities or to be acquired by or merged with or into another firm or
entity.


 


3.             Legend. In addition to any legend
required pursuant to the Plan, all certificates representing the Granted Shares
to be issued to the Participant pursuant to this Agreement shall have endorsed
thereon a legend substantially as follows:


 


“The shares represented by this certificate
are subject to restrictions set forth in a Restricted Stock Agreement dated as
of June 2, 2008 with this Company, a copy of which Agreement is available
for inspection at the offices of the Company or will be made available upon
request.”


 


4.             Purchase for Investment; Securities Law
Compliance. If the offering and sale of the Granted Shares have not been
effectively registered under the 1933 Act, the Participant hereby represents
and warrants that he or she is acquiring the Granted Shares for his or her own
account, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Granted Shares. The Participant specifically
acknowledges and agrees that any sales of Granted Shares shall be made in
accordance with the requirements of the 1933 Act, in a transaction as to which
the Company shall have received an opinion of counsel satisfactory to it
confirming such compliance. The Participant shall be bound by the provisions of
the following legend which shall be endorsed upon the certificate(s) evidencing
the Shares issued:


 


“The shares represented by this certificate
have been taken for investment and they may not be sold or otherwise transferred
by any person, including a pledgee, unless (1) either (a) a
Registration Statement with respect to such shares shall be effective under the
Securities Act of 1933, as amended, or (b) the Company shall have received
an opinion of counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2) there shall have been compliance
with all applicable state securities laws.”


 


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5.             Rights as a Stockholder. The
Participant shall have all the rights of a stockholder with respect to the
Granted Shares, including voting and dividend rights, subject to the transfer
and other restrictions set forth herein and in the Plan.


 


6.             Incorporation of the Plan. The
Participant specifically understands and agrees that the Granted Shares issued
under the Plan are being sold to the Participant pursuant to the Plan, a copy
of which Plan the Participant acknowledges he or she has read and understands
and by which Plan he or she agrees to be bound. The provisions of the Plan are
incorporated herein by reference.


 


7.             Tax Liability of the Participant and
Payment of Taxes. The Participant acknowledges and agrees that any income
or other taxes due from the Participant with respect to the Granted Shares
issued pursuant to this Agreement, including, without limitation, the Lapsing
Repurchase Right, shall be the Participant’s responsibility. Without limiting
the foregoing, the Participant agrees that, to the extent that the lapsing of
restrictions on disposition of any of the Granted Shares or the declaration of
dividends on any such shares before the lapse of such restrictions on
disposition results in the Participant’s being deemed to be in receipt of
earned income under the provisions of the Code, the Company shall be entitled
to immediate payment from the Participant of the amount of any tax required to
be withheld by the Company.


 


Upon execution of this Agreement, the
Participant may file an election under Section 83 of the Code in
substantially the form attached as Exhibit B. The Participant
acknowledges that if he does not file such an election, as the Granted Shares
are released from the Lapsing Repurchase Right in accordance with Section 2.1,
the Participant will have income for tax purposes equal to the fair market
value of the Granted Shares at such date, less the price paid for the Granted
Shares by the Participant.


 


8.             Equitable Relief. The Participant
specifically acknowledges and agrees that in the event of a breach or
threatened breach of the provisions of this Agreement or the Plan, including
the attempted transfer of the Granted Shares by the Participant in violation of
this Agreement, monetary damages may not be adequate to compensate the Company,
and, therefore, in the event of such a breach or threatened breach, in addition
to any right to damages, the Company shall be entitled to equitable relief in
any court having competent jurisdiction. Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies available to it for
any such breach or threatened breach.


 


9.             No Obligation to Maintain Relationship.
The Company is not by the Plan or this Agreement obligated to continue the
Participant as an employee, director or consultant of the Company or an
Affiliate. The Participant acknowledges: (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the grant of the Shares is a one-time benefit which
does not create any contractual or other right to receive future grants of
shares, or benefits in lieu of shares; (iii) that all determinations with
respect to any such future grants, including, but not limited to, the times
when shares shall be granted, the number of shares to be granted, the purchase
price, and the time or times when each share shall be free from a lapsing
repurchase right, will be at the sole discretion of the Company; (iv) that
the Participant’s participation in the Plan is voluntary; (v) that the
value of the Shares is an


 


8

















 


extraordinary item of compensation which is
outside the scope of the Participant’s employment contract, if any; and (vi) that
the Shares are not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.


 


10.           Notices. Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:


 


If to the Company:


 


BioHorizons, Inc.


2300 Riverchase Center


Birmingham, AL 35244


Attn: William Ross, CFO


 


If to the Participant:


 


Clark Barousse


6417 River Tide Cove


Memphis, TN 38120


 


 


or to such other address or addresses of
which notice in the same manner has previously been given. Any such notice
shall be deemed to have been given on the earliest of receipt, one business day
following delivery by the sender to a recognized courier service, or three
business days following mailing by registered or certified mail.


 


11.           Benefit of Agreement. Subject to the
provisions of the Plan and the other provisions hereof, this Agreement shall be
for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


12.           Governing Law. This Agreement shall
be construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the conflict of law principles thereof. For the
purpose of litigating any dispute that arises under this Agreement, whether at
law or in equity, the parties hereby consent to exclusive jurisdiction in New
York and agree that such litigation shall be conducted in the courts of New
York County, New York or the federal courts of the United States for the
Southern District of New York.


 


13.           Severability. If any provision of
this Agreement is held to be invalid or unenforceable by a court of competent
jurisdiction, then such provision or provisions shall be modified to the extent
necessary to make such provision valid and enforceable, and to the extent that
this is impossible, then such provision shall be deemed to be excised from this
Agreement, and the validity, legality and enforceability of the rest of this
Agreement shall not be affected thereby.


 


9

















 


14.           Entire Agreement. This Agreement,
together with the Plan, constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement not expressly set forth in this Agreement shall affect or be used to
interpret, change or restrict the express terms and provisions of this
Agreement provided, however, in any event, this Agreement shall be subject to
and governed by the Plan.


 


15.           Modifications and Amendments; Waivers and
Consents. The terms and provisions of this Agreement may be modified or
amended as provided in the Plan. Except as provided in the Plan, the terms and
provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to
the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other
terms or provisions of this Agreement, whether or not similar. Each such waiver
or consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or
consent.


 


16.           Consent of Spouse/Domestic Partner.
If the Participant has a spouse or a domestic partner as of the date of this
Agreement, the Participant’s spouse or domestic partner shall execute a Consent
of Spouse/Domestic Partner in the form of Exhibit A hereto,
effective as of the date hereof. Such consent shall not be deemed to confer or
convey to the spouse or domestic partner any rights in the Granted Shares that
do not otherwise exist by operation of law or the agreement of the parties. If
the Participant subsequent to the date hereof, marries, remarries or applies to
the Company for domestic partner benefits, the Participant shall, not later
than 60 days thereafter, obtain his or her new spouse/domestic partner’s
acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by having such spouse/domestic partner
execute and deliver a Consent of Spouse/Domestic Partner in the form of Exhibit A.


 


17.           Counterparts. This Agreement may be
executed in one or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


18.           Data Privacy. By entering into this
Agreement, the Participant: (i) authorizes the Company and each Affiliate,
and any agent of the Company or any Affiliate administering the Plan or
providing Plan record keeping services, to disclose to the Company or any of
its Affiliates such information and data as the Company or any such Affiliate
shall request in order to facilitate the grant of Shares and the administration
of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


 


[THE NEXT PAGE
IS THE SIGNATURE PAGE]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
  BIOHORIZONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Ross

  
	
   

  	
  Name:

  	
  William Ross

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Clark Barousse

  
	
   

  	
  Clark Barousse

  



 


11

















 


AMENDMENT
TO

RESTRICTED STOCK AGREEMENT

BIOHORIZONS, INC.


 


THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT
(this “Amendment”) is made as of April 27, 2009 between BioHorizons, Inc.
(the “Company”), a Delaware corporation, and Clark Barousse (the
“Participant”).


 


WHEREAS, the Company and the Participant
entered into that certain Restricted Stock Agreement (the “Agreement”) as of
June 2, 2008; and


 


WHEREAS, the Company and the Participant now
desire to amend the Agreement on the terms set forth herein;


 


NOW, THEREFORE, in consideration of the
promises 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 hereby agree as follows:


 


1.             Amendment. The following shall be
added as Subsection 2.1(d) of the Agreement:


 


“(d)         Effect of Change of
Control. Except as otherwise provided in Subsection 2.1(c) above, the
Company’s Lapsing Repurchase Right shall terminate, and the Participant’s
ownership of all Granted Shares then owned by the Participant shall become
vested in accordance with the terms and conditions set forth in Section 24
of the Plan.”


 


2.             Full Force and Effect. Except as
set forth in Section 1 above, the Agreement shall remain in full force and
effect.


 


3.             Counterparts. This Amendment may be
executed in one or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
  BIOHORIZONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kendyl D. Lowe

  
	
   

  	
  Name:

  	
  Kendyl D. Lowe

  
	
   

  	
  Title: 

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Clark Barousse

  
	
   

  	
  Clark Barousse