Exhibit 10.1


 


November 21, 2022





 


Aziyo Biologics, Inc.


12510 Prosperity Drive, Suite 370 


Silver Spring, MD 20904 


Email: jhamet@aziyo.com


 


RE:          Amendment
Letter


 


Ladies and Gentlemen:


 


Reference is made to that certain
Credit Agreement, dated as of August 10, 2022, by and among Aziyo Biologics, Inc., a Delaware corporation (the “Borrower”),
each of the undersigned financial institutions (individually each a “Lender” and collectively the “Lenders”)
and SWK Funding LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity,
 “Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
All capitalized terms used in this amendment letter (this “Amendment Letter”) and not otherwise defined herein, shall
have the respective meanings given such terms in the Credit Agreement.


 


Borrower has requested of Agent
and Lenders, and in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Agent and Lenders, intending to be legally bound, hereby agree that each reference to the date “November 21,
2022” in Section 7.13.1 of the Credit Agreement be replaced with “December 16, 2022.”


 


Except for the amendments
expressly set forth above, all of the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain
and continue in full force and effect. This Amendment Letter shall not apply to any other past, present or future deviations from the
Credit Agreement or any other Loan Document. Except as expressly provided herein, Agent or any Lender’s failure to exercise any
right, privilege or remedy as a result of the matters set forth above shall not directly or indirectly in any way whatsoever either:
(a) impair, prejudice or otherwise adversely affect Agent or any Lender’s right at any time to exercise any right, privilege,
or remedy in connection with the Credit Agreement, the other Loan Documents, any other agreement, or any other contract or instrument
in connection therewith, or (b) amend or alter any provision of the Credit Agreement, the other Loan Documents, any other agreement,
or any other contract or instrument in connection therewith, or (c) constitute any course of dealing or other basis for altering
any obligations of Borrower or any right, privilege, or remedy of Agent or any Lender under the Credit Agreement, the other Loan Documents,
any other agreement, or any other contract or instrument in connection therewith. Agent and each Lender hereby reserve all rights granted
under the Credit Agreement, the other Loan Documents, this Amendment Letter and any other contract or instrument between Borrower, Agent
or any Lender in connection therewith. Except as expressly stated herein, Agent and each Lender reserve all of their respective rights,
privileges and remedies under the Credit Agreement, the other Loan Documents, each other agreement and any other contracts or instruments
executed by Borrower for the benefit of Agent or such Lender in connection therewith.


 






    


     


    

 


Borrower hereby represents
and warrants that (i) each of the representations and warranties contained in the Credit Agreement, is true, correct and complete
in all material respects as of the date hereof; provided, however, that those representations and warranties expressly
referring to a specific date shall be true, correct and complete in all material respects as of such date and (ii) no Default or
Event of Default exists.


  


This Amendment Letter shall
not become effective until Agent has received an executed and delivered signature page to this Amendment Letter by the Borrower.


 


Borrower represents that it
has discussed this Agreement with its counsel.


 


THE
TERMS AND PROVISIONS OF SECTION 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT
ARE HEREBY INCORPORATED HEREIN BY REFERENCE, and SHALL APPLY TO THIS AMENDMENT LETTER MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.


 


This Amendment Letter may be
executed in multiple counterparts, each of which shall constitute an original hereof, and all of which taken together shall constitute
one and the same agreement. One or more counterparts of this Amendment Letter may be delivered by facsimile or electronic (including
 “PDF”) transmission, with the intention that delivery by such means shall have the same effect as delivery of an original
counterpart thereof.


 


[Remainder
of Page Intentionally Left Blank]


 






    -2-


     


    




 


IN
WITNESS HEREOF, as of the date above-written, the undersigned hereby agree to the terms and conditions set forth in this Amendment
Letter.


 


	 	Very truly yours,
	 	 
	 	AGENT AND LENDER:
	 	 
	 	SWK FUNDING
    LLC
	 	As Agent and a
    Lender
	 	 
	 	By: 	SWK Holdings Corporation
	 	 	its sole manager
	 	 
	 	By: 	/s/
    Joe D. Staggs
	 	Name: Joe D. Staggs
	 	Title:    President


 


[Additional signature pages follow]


 






    


     


    




 


ACCEPTED AND AGREED TO:


 


	AZIYO BIOLOGICS, INC.	 
	 	 
	 	 
	By: 	/s/
    Matt Ferguson	 
	Name: Matt Ferguson	 
	Title:    Chief Financial
    Officer