Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2021 by and among Aziyo Biologics,
Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement,
dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (the “Purchase
Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise
defined herein.


 


The parties hereby agree as follows:


 


1.                 
Certain Definitions.


 


As used in this Agreement, the following terms
shall have the following meanings:


 


“Class A Common Stock” means
the Company’s Class A Common Stock, par value $0.001 per share.


 


“Class A Shares” means, the
shares of Class A Common Stock purchased by the Investors pursuant to the Purchase Agreement.


 


“Class B Common Stock” means
the Company’s Class B Common Stock, par value $0.001 per share.


 


“Class B Shares” means the shares
of Class B Common Stock purchased by the Investors pursuant to the Purchase Agreement.


 


“Closing Date” has the meaning
ascribed to it in the Purchase Agreement.


 


“Conversion Shares” means any
shares of Class A Common Stock issued or issuable upon conversion of, or otherwise in respect of, the Class B Shares.


 


“Deerfield” has the meaning
ascribed to it in the Purchase Agreement.


 


“Investors” means the Investors
identified in the Purchase Agreement and any Affiliate or permitted transferee of any such Investor who is a subsequent holder of Registrable
Securities.


 


“Prospectus” means (i) the
prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements
to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any
 “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,” “registered”
and “registration” refer to a registration made by preparing and filing a Registration Statement or similar document
in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such Registration Statement or document.


 






     


     


    

 


“Registrable Securities” means
(i) the Class A Shares, (ii) the Conversion Shares (without giving effect to the Beneficial Ownership Limitation (as defined in the
Company’s certificate of incorporation, as amended from time to time in accordance with the terms thereof) or any other limitations
or restrictions on conversion of the Class B Shares), and (iii) any other shares of Class A Common Stock as a dividend or other distribution
with respect to, in exchange for or in replacement of any of the Class A Shares, the Class B Shares or the Conversion Shares; provided,
however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to
maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) upon the first to occur of
(A) a Registration Statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933
Act and such Registrable Securities having been disposed of by the holder thereof in accordance with such effective Registration Statement,
(B) such Registrable Securities having been sold in accordance with Rule 144 (or another exemption from the registration requirements
of the 1933 Act) in a transaction in which the transferor’s rights under this Agreement are not assigned to the transferee pursuant
to Section 7(c), (C) such Registrable Securities becoming eligible for resale without volume or manner-of-sale restrictions and without
current public information requirements pursuant to Rule 144 and (D) the third anniversary of the Closing Date. Wherever reference is
made in this Agreement to a majority of Registrable Securities outstanding, the determination of such majority shall be calculated on
an as-converted to Class A Common Stock basis, shall include shares of Class A Common Stock issuable upon conversion of shares of Class
B Common Stock, even if such conversion has not yet been effected and shall be determined without regard to the Beneficial Ownership Limitation
(as defined in the Company’s certificate of incorporation, as amended from time to time in accordance with the terms thereof).


 


“Registration Statement” means
any registration statement of the Company under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the
provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits
and all material incorporated by reference in such Registration Statement.


 


“Required Investors” means the
Investors holding a majority of the Registrable Securities outstanding from time to time.


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests
of the SEC staff and (ii) the 1933 Act.


 






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2.                 
Registration.


 


(a)              
Registration Statements.


 


(i)                 Promptly
following the Closing Date but no later than forty-five (45) calendar days after the Closing Date (the “Filing
Deadline”), the Company shall prepare and file with the SEC one Registration Statement covering the resale of all of the
Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution,
substantially in the form and substance, set forth in Part III of each Investor’s Selling Stockholder Notice and
Questionnaire. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares of Class A Common Stock and/or shares of Class
B Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such
Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall
be provided in accordance with Section 3(c) to the Investors prior to its filing or other submission. If a Registration Statement
covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata
payments to each Investor, as partial liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate amount paid
pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such Investor for each 30-day
period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect
to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events except
in the case of the Company’s bad faith or willful breach, but shall not affect the right of the Investors to seek injunctive
relief. Such payments shall be made to each Investor in cash no later than five (5) Business Days after the Filing Deadline and on
each 30-day anniversary thereof (the “Payment Date”). Interest shall accrue at the rate of 1% per month on any
such liquidated damages payments that shall not be paid by the Payment Date until such amount is paid in full.


 


(ii)             
The Company shall take reasonable efforts to register the Registrable Securities on Form S-3 if such form is available for use
by the Company; provided that if at such time the Registration Statement is on Form S-1, the Company shall maintain the effectiveness
of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities
has been declared effective by the SEC.


 


(b)              
Expenses. The Company will pay all expenses associated with each Registration Statement, including filing and printing fees,
the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under
applicable state securities laws and listing fees, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer
managers or similar securities industry professionals with respect to the Registrable Securities being sold. Except as provided in Section
6 hereof, the Company shall not be responsible for legal fees incurred by holders of Registrable Securities in connection with the performance
of its rights and obligations under the Transaction Documents.


 






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(c)              
Effectiveness.


 


(i)                 The
Company shall use commercially reasonable efforts to have the Registration Statements declared effective as soon as reasonably
practicable after the filing thereof. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and
in any event, within forty-eight (48) hours, after any Registration Statement is declared effective and shall simultaneously
provide the Investors with access to a copy of any related Prospectus to be used in connection with the sale or other disposition of
the securities covered thereby. Subject to Section 2(d), if (A) a Registration Statement covering the Registrable Securities is not
declared effective by the SEC prior to the earlier of (i) five Business Days after the SEC informs the Company that no review of
such Registration Statement will be made or that the SEC has no further comments on such Registration Statement and (ii) the 75th
day after the Closing Date (or the 105th day if the SEC reviews such Registration Statement) (the “Effectiveness
Deadline”), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to
such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure
to update such Registration Statement), but excluding any Allowed Delay (as defined below) or, if the Registration Statement is on
Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate
the Company’s Annual Report on Form 10-K (a “Maintenance Failure”), then the Company will make pro rata
payments to each Investor then holding Registrable Securities, as liquidated damages and not as a penalty, in an amount equal to 1%
of the aggregate amount paid pursuant to the Purchase Agreement by such Investor for such Registrable Securities then held by such
Investor for each 30-day period or pro rata for any portion thereof following the date by which such Registration Statement should
have been effective (the “Blackout Period”). Such payments shall constitute the Investors’ exclusive
monetary remedy for such events except in the case of the Company’s bad faith or willful breach, but shall not affect the
right of the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid
no later than five (5) Business Days after the first day of such Blackout Period and each such 30-day period following the
commencement of the Blackout Period until the termination of the Blackout Period (the “Blackout Period Payment
Date”). Such payments shall be made to each Investor in cash. Interest shall accrue at the rate of 1% per month on any
such liquidated damages payments that shall not be paid by the Blackout Payment Date until such amount is paid in full.


 


(ii)              Notwithstanding
anything to the contrary contained herein, the Company may, upon written notice to all holders of Registrable Securities included in
a Registration Statement, suspend the use of any Registration Statement, including any Prospectus that forms a part of a
Registration Statement, if the Company (X) determines that it would be required to make disclosure of material information in the
Registration Statement that the Company has a bona fide business purpose for preserving as confidential, (Y) the Company determines
it must amend or supplement the Registration Statement or the related Prospectus so that such Registration Statement or Prospectus
shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not
misleading or (Z) the Company has experienced or is experiencing some other material non-public event, including a pending
transaction involving the Company, the disclosure of which at such time, in the good faith judgment of the Company, would adversely
affect the Company; provided, however, in no event shall holders of Registrable Securities be suspended from selling
Registrable Securities pursuant to the Registration Statement for a period that exceeds 30 consecutive Trading Days or 60 total
Trading Days in any 180-day period (any such suspension contemplated by this Section 2(c)(ii), an “Allowed
Delay”). Upon disclosure of such information or the termination of the condition described above, the Company shall
provide prompt notice to holders whose Registrable Securities are included in the Registration Statement, and shall promptly
terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of
Registrable Securities as contemplated hereby. Notwithstanding anything to the contrary, the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the
Company of an Allowed Delay and for which the Investor has not yet settled.


 






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(d)               Rule 415;
Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a
Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the
1933 Act (provided, however, the Company shall be obligated to use commercially reasonable efforts to advocate with the SEC for the
registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and
Disclosure Interpretation 612.09) or requires any Investor to be named as an “underwriter,” the Company shall (i)
promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that
the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of
the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”; provided, that in no
event shall an Investor be named as an “underwriter” without its prior written consent. The Investors shall have the
right to select one legal counsel designated by the holders of a majority of the Registrable Securities, at such Investors’
expense, to review and oversee any registration or matters pursuant to this Section 2(d), including participation in any
meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC
with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the Investors’
counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the
terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from such Registration
Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such
restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the
Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”). Any
cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors on a pro rata basis and shall
be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions
otherwise require or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until
such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions
applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). In furtherance of the
foregoing, each Investor shall provide the Company with prompt written notice of its sale of substantially all of the Registrable
Securities under such Registration Statement such that the Company will be able to file one or more additional Registration
Statements covering the Cut Back Shares. From and after the Restriction Termination Date applicable to any Cut Back Shares, all of
the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration
Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time
periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided, however,
that (i) the Filing Deadline for such Registration Statement including such Cut Back Shares shall be ten (10) Business Days
after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with
respect to such Cut Back Shares shall be the 60th day immediately after the Restriction Termination Date (or the 90th day if the SEC
reviews such Registration Statement).


 






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(e)              
Other Limitations. Notwithstanding any other provision herein or in the Purchase Agreement, (i) the Filing Deadline and
each Effectiveness Deadline for a Registration Statement shall be extended and any Maintenance Failure shall be automatically waived with
respect to any Investor, in each case, without default by or liquidated damages payable by the Company hereunder to such Investor, in
the event that the Company’s failure to make such filing or obtain such effectiveness or a Maintenance Failure results from the
failure of such Investor to timely provide the Company with information requested by the Company and necessary to complete a Registration
Statement in accordance with the requirements of the 1933 Act (in which case any such deadline would be extended, and a Maintenance Failure
waived, with respect to all Registrable Securities until such time as the Investor provides such requested information) and (ii) in no
event shall the aggregate amount of liquidated damages (not including interest thereon) paid under this Agreement exceed, in the aggregate,
8% of the aggregate purchase price of the Shares.


 


3.                 
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)              
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective
until such time as there are no longer Registrable Securities held by the Investors (the “Effectiveness Period”) and
advise the Investors promptly in writing when the Effectiveness Period has expired;


 


(b)              
prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and the related Prospectus
as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the
1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)              
provide via email to the Investors who have supplied the Company with email addresses each Registration Statement and all amendments
and supplements thereto not less than three (3) Trading Days prior to their filing with the SEC and reflect in each such document when
so filed with the SEC such comments regarding the Investors and the plan of distribution as the Investors may reasonably and promptly
propose no later than two (2) Trading Days after the Investors have been so furnished with copies of such documents as aforesaid;


 


(d)               furnish,
without charge, to each Investor whose Registrable Securities are included in any Registration Statement (i) promptly after the
same is prepared and filed with the SEC, if requested by such Investor, as many conformed copies as such Investor may reasonably
request of the applicable Registration Statement and any amendment thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits (including those incorporated by reference), each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the
SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such
Registration Statement (other than any portion of any thereof which contains information for which the Company has sought
confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments
and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Investor (it being understood and agreed that such documents, or access thereto, may be
provided electronically);


 






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(e)              
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and,
(ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)               
prior to any public offering of Registrable Securities, use reasonable best efforts to assist or cooperate with the Investors and
their counsel in connection with their registration or qualification of such Registrable Securities for the offer and sale under the securities
or blue sky laws of such jurisdictions reasonably requested by the Investors; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction
where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent to service of process
in any such jurisdiction;


 


(g)              
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on the
Nasdaq Global Market (or the primary securities exchange, interdealer quotation system or other market on which the Class A Common Stock
then listed);


 


(h)              
promptly notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening
of any event as a result of which, the Prospectus contains an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing,
and as promptly as reasonably practicable, prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such
Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;


 


(i)                
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act
and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement
or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time
during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the
Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and


 






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(j)                
 with a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Investors to sell shares of Class A Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the holders
thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities;
(ii) file with the SEC in a timely manner (without giving effect to any extensions pursuant to Rule 12b-25 under the 1933 Act or
any other applicable grace period) all reports and other documents required of the Company under the 1934 Act; and (iii) furnish
electronically to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by
the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of or electronic access to the Company’s
most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested
in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without
registration.


 


4.                 
Due Diligence Review; Information. If any Investor is required under applicable securities laws to be described in a Registration
Statement as an “underwriter,” the Company shall, upon reasonable prior notice, make available, during normal business hours,
for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the
Investors and who are reasonably acceptable to the Company) (collectively, the “Inspectors”), all pertinent financial
and other records, and all other corporate documents and properties of the Company (collectively, the “Records”) as
may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a
reasonable time period, to supply all such information reasonably requested by the Inspectors (including, without limitation, in response
to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and
effectiveness of such Registration Statement for the sole purpose of enabling such Investor and its accountants and attorneys to conduct
such due diligence solely for the purpose of establishing a due diligence defense to underwriter liability under the 1933 Act; provided,
however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to such Investor)
or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this Agreement or the Purchase Agreement. Each Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between
the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.


 






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Notwithstanding the foregoing or anything else
to the contrary contained herein, the Company shall not disclose material nonpublic information to the Investors, or to advisors to or
representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material
nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept
such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality
agreement with the Company with respect thereto.


 


5.                 
Obligations of the Investors.


 


(a)              
Each Investor shall execute and deliver a Selling Stockholder Questionnaire prior to the Closing Date or promptly thereafter. Each
Investor shall additionally furnish in writing to the Company such other information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration
of such Registrable Securities. At least seven(7) Business Days prior to the first anticipated filing date of any Registration Statement,
the Company shall notify each Investor of the additional information the Company requires from such Investor if such Investor elects to
have any of the Registrable Securities included in such Registration Statement (the “Registration Information Notice”).
An Investor shall provide such information to the Company no later than five (5) Business Days following receipt of a Registration
Information Notice if such Investor elects to have any of the Registrable Securities included in such Registration Statement. It is agreed
and understood that it shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor that such Investor furnish to the Company such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it
as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities, and (ii) the Investor
execute a Selling Stockholder Questionnaire.


 


(b)              
Each Investor, by its acceptance of the Registrable Securities, severally and not jointly, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)              
Each Investor, severally and not jointly, agrees that, upon receipt of any notice from the Company of either (i) the commencement
of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor
will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that such dispositions may again be made.


 


(d)              
Each Investor, severally and not jointly, covenants and agrees that it will comply with the prospectus delivery requirements of
the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to any Registration
Statement.


 






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6.                 
 Indemnification.


 


(a)              
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors,
members, managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other person,
if any, who controls such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several,
to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission of any
material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement
thereof; provided, however, that the Company will not be liable to any particular Investor in any such case if and to the
extent that any such loss, claim, damage or liability arises out of or is based solely upon (i) an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person
in writing specifically for use in such Registration Statement or Prospectus, or (ii) the use by such Investor of an outdated or defective
Prospectus after the Company has notified such Investor in writing that such Prospectus is outdated or defective. Such indemnification
obligation shall remain in full force and effect regardless of any investigation made by or on behalf of any Investor and shall survive
the transfer of Registrable Securities by the Investor as permitted hereunder.


 


(b)              
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the
fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company
(within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees)
directly attributable to any untrue statement of a material fact or any omission of a material fact required to be stated in any Registration
Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent, that such untrue statement or omission is contained in any information regarding such Investor
and furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of an Investor be greater than the dollar amount of the proceeds received (net
of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) by such Investor
upon the sale of the Registrable Securities included in such Registration Statement giving rise to such indemnification obligation.


 






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(c)               Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that any person
entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has
agreed to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person, (C) in the reasonable judgment of any such person, based upon written
advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in
which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of
such person) or (D) the claim seeks an injunction or equitable relief against the indemnified party or any of its affiliates; and provided, further
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its
obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying
party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any
proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all
such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which shall not be
unreasonably withheld or conditioned, consent to entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect of such claim or litigation or that includes any admission as to fault, culpability or failure to act on the part of such
indemnified party.


 


(d)              
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable
to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable
considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled
to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder
of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection
with any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation.


 


(e)              
Survival. The obligations of the Company and the Investors under this Section 6 shall survive completion of any offering
of Registrable Securities in any Registration Statement and the termination of this Agreement.


 


7.                 
Miscellaneous.


 


(a)              
Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors.
The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors.


 






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(b)              
 Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4
of the Purchase Agreement.


 


(c)              
Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit
of the Investors and their respective successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time
in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities (or Class B Shares upon
conversion of which Registrable Securities are issuable) by such Investor to such person, provided that (i) the Investor agrees in writing
with the transferee or assignee to assign such rights and a copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice
of (A) the name and address of such transferee or assignee and (B) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee
or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound
by all of the provisions contained herein applicable to an Investor in respect of the transferred securities; (v) such transfer shall
have been made in accordance with the applicable requirements of the Purchase Agreement and (vi) unless the transferee or assignee is
an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Investor, the amount of Registrable Securities
(or issuable upon conversion of Class B Shares) transferred or assigned to such transferee or assignee represents at least $1.0 million
of Registrable Securities (based on the then-current market price of the Class A Common Stock).


 


(d)              
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law
or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the
Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Class A Common
Stock and/or the Class B Common Stock is converted into the equity securities of another Person, from and after the effective time of
such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder,
the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed
to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable
by the Investors after giving effect to such transaction.


 


(e)              
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement (including Section 6).


 


(f)                Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic
signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 






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(g)              
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


(h)              
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof
but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited
or unenforceable in any respect.


 


(i)                
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other
actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


(j)                
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)              
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to the choice of law principles thereof (other than sections 5-1401 and
5-1402 of the General Obligations Law). Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of
the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same
methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES
ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY
AS TO THIS WAIVER.


 






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(l)                
Interpretation. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa,
and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument
shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article,
section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement,
and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits,
annexes, letters and schedules to this Agreement. In addition, the word "or" is not exclusive; the words "including,"
 "includes," "included" and "include" are deemed to be followed by the words "without limitation";
and the terms "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement
as a whole and not to any particular section, paragraph or subdivision.


 


(m)            
Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor hereunder are several and
not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible in any way for the performance of
the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as
a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company
acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect
to such obligations or transactions. Each Investor shall be entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any
proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the
control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because
it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement
is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among Investor.


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	COMPANY:	
    AZIYO BIOLOGICS, INC. 

	 	 
	 	By:	/s/ Ronald Lloyd
	 	 	Name: Ronald Lloyd
	 	 	Title:  Chief Executive Officer





 


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	 	INVESTOR:
	 	 
	 	BIRCHVIEW FUND LLC
	 	 	 
	 	By:	 Birchview Capital LP
	 	 	Investment Manager
	 	 	 
	 	By:	/s/ Richard McCormick
	 	Name:	Richard McCormick
	 	Title:	Chief Financial Officer







 


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	 	INVESTORS:
	 	 
	 	DEERFIELD PARTNERS, L.P.
	 	 	 
	 	By:	 Deerfield Mgmt, L.P.
	 	 	General Partner
	 	 	 
	 	By:	 J.E. Flynn Capital, LLC
	 	 	General Partner
	 	 	 
	 	By:	/s/ David J. Clark
	 	Name:	 David J. Clark
	 	Title:	Authorized Signatory
	 	 	 
	 	DEERFIELD PRIVATE DESIGN FUND III, L.P.
	 	 	 
	 	By:	 Deerfield Mgmt III, L.P.
	 	 	General Partner
	 	 	 
	 	By:	 J.E. Flynn Capital III, LLC
	 	 	General Partner
	 	 	 
	 	By:	/s/ David J. Clark
	 	Name:	Name: David J. Clark
	 	Title:	 Authorized Signatory




 


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	 	INVESTORS:
	 	HIGHCAPE PARTNERS, LP
	 	 	 
	 	By:	 HighCape Partners GP, L.P.,
	 	 	its general partner
	 	 	 
	 	By:	 HighCape Partner GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ Matt Zuga
	 	Name:	 Matt Zuga
	 	Title:	 Managing Member
	 	 	 
	 	HIGHCAPE PARTNERS QP, LP
	 	 	 
	 	By:	HighCape Partners GP, L.P.,
	 	 	its general partner
	 	 	 
	 	By:	 HighCape Partner GP, LLC,
	 	 	its general partner
	 	 	 
	 	By:	/s/ Matt Zuga
	 	Name:	 Matt Zuga
	 	Title:	 Managing Member




 


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	 	INVESTOR:
	 	KEVIN L. RAKIN IRREVOCABLE TRUST
	 	 	 
	 	By:	/s/ Lloyd A. Hoffman
	 	Name:	Lloyd A. Hoffman
	 	Title:	Trustee




 


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	 	INVESTOR:
	 	KNOLLWOOD INVESTMENT FUND, LLC
	 	 	 
	 	By:	/s/ Kevin D. Irwin Jr.
	 	Name:	Kevin D. Irwin Jr.
	 	Title:	President of Managing Member




 


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	 	INVESTOR:
	 	 
	 	/s/ Richard Emmitt
	 	Richard Emmitt




 


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	 	INVESTOR:
	 	 
	 	/s/ Andrew Joiner
	 	Andrew Joiner




 


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	 	INVESTOR:
	 	SCHULER EDUCATION FOUNDATION
	 	 	 
	 	By:	 /s/ Jack W. Schuler
	 	Name:	Jack W. Schuler
	 	Title:	President







 


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	 	INVESTOR:
	 	 
	 	/s/ Matthew Strobeck
	 	Matthew Strobeck







 


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	 	INVESTOR:
	 	 
	 	/s/ Matthew Strobeck
	 	Matthew Strobeck, as custodian for Andrew Strobeck







 


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	 	INVESTOR:
	 	 
	 	/s/ Matthew Strobeck
	 	Matthew Strobeck, as custodian for Carlynn Strobeck







 


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	 	INVESTOR:
	 	 
	 	/s/ Matthew Strobeck
	 	Matthew Strobeck, as custodian for Jacob Strobeck







 


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	 	INVESTOR:
	 	 
	 	/s/ Matthew Strobeck
	 	Matthew Strobeck, as custodian for William Strobeck




 


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