EX-10.1





 Exhibit 10.1 

ORGANOGENESIS INC. 
 August 6, 2019

 Dan Road Associates LLC 
 85 Dan Road Associates LLC 

275 Dan Road SPE LLC 
 65 Dan Road SPE LLC 

Ladies and Gentlemen: 
 Reference is made to
(a) the Credit Agreement dated as of March 14, 2019 (the “Credit Agreement”) among Organogenesis Holdings Inc., Organogenesis Inc. (the “Tenant”) and Prime Merger Sub, LLC (collectively, the
“Borrower”), the lenders from time to time party thereto (the “Lenders”), and Silicon Valley Bank, as administrative agent (the “Administrative Agent”), and (b) the Subordination Agreement,
dated as of March 14, 2019 (the “Subordination Agreement”) among each of you (collectively, the “Creditors”) and the Administrative Agent. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to them in the Credit Agreement. Each of the Creditors, as a landlord or parent entity of a landlord party to the leases identified on Schedule I hereto (together with any replacements, amendments or modifications, the
“Leases”), has extended credit accommodations to the Tenant under the Leases. Pursuant to the Subordination Agreement, the Creditors agreed to subordinate all obligations of the Tenant (and the other Borrowers) to the Creditors
(including, without limitation, rent, interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) existing as of March 14, 2019, in each case in respect of Tenant’s accrued but unpaid rent
obligations under the Leases as of March 14, 2019, in an amount equal to $10,335,513.47 (the “Subordinated Debt”). Pursuant to the Subordination Agreement, the Borrowers will not pay all or any part of the Subordinated Debt
until the Senior Debt (as defined in the Subordination Agreement) has been fully paid. 
 The parties hereto agree that each Creditor shall
be entitled to receive interest on the Subordinated Debt, for the period commencing April 1, 2019, at a rate per annum equal to the greater of (A) the Prime Rate plus three and three-quarters of one percent (3.75%) and (B) nine and one-quarter of one percent (9.25%), which is the rate applicable to Term Loans under the Credit Agreement (the “Term Loan Rate”). 

Accrued interest is payable in cash on the date when Subordinated Debt is repaid (as to the principal amount so repaid). Accrued but unpaid
interest shall not itself bear interest. 
 This letter agreement and the terms hereof will be governed by and construed in accordance with
the laws of the State of New York. This letter agreement may be executed in counterparts. Please indicate your acceptance hereof by signing in the space provided below. 












 
			
	ORGANOGENESIS INC.
		
	By:	 	/s/ Timothy M. Cunningham
	Name:	 	Timothy M. Cunningham
	Title:	 	Chief Financial Officer


  

			
	 Agreed to and Accepted:
  

DAN ROAD ASSOCIATES LLC

		
	By:	 	/s/ Alan Ades
	Name:	 	Alan Ades
	Title:	 	Manager

  

			
	85 DAN ROAD ASSOCIATES LLC
		
	By:	 	/s/ Alan Ades
	Name:	 	Alan Ades
	Title:	 	Manager

  

			
	275 DAN ROAD SPE LLC
		
	By:	 	/s/ Alan Ades
	Name:	 	Alan Ades
	Title:	 	Manager

  

			
	65 DAN ROAD SPE LLC
		
	By:	 	/s/ Alan Ades
	Name:	 	Alan Ades
	Title:	 	Manager













 Schedule I 

Leases 
  

							
	 Landlord
	  	 Leased Premises
	  	 Creditor Parent of
Landlord
(if applicable)
	  	 Allocated Portion
of
Subordinated Rent

	65 Dan Road SPE, LLC	  	65 Dan Road, Canton, MA	  	N/A	  	$1,046,059.71
				
	85 Dan Road Associates LLC	  	85 Dan Road, Canton, MA	  	N/A	  	$2,222,756.12
				
	Dan Road Associates, LLC	  	150 Dan Road, Canton, MA	  	N/A	  	$2,003,909.23
				
	275 Dan Road SPE LLC	  	275 Dan Road, Canton, MA	  	275 Dan Road Associates, LLC	  	$5,062,788.41
				
	Total	  		  		  	$10,335,513.47