effect as
manually signed originals and shall be binding on all parties.
Section 5. GOVERNING LAW. THIS [COPYRIGHT] [TRADEMARK] [PATENT] SECURITY
AGREEMENT AND THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE HEREOF
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ANY
CLAIM BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO (INCLUDING ANY CLAIMS
SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND
ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE DETERMINED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK FOR CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS REQUIRING APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.
Section 6. WAIVER OF JURY TRIAL; DISPUTE RESOLUTION; JURISDICTION; VENUE;
SERVICE OF PROCESS. EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS [COPYRIGHT] [TRADEMARK] [PATENT] SECURITY AGREEMENT, OR
(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO
THIS [COPYRIGHT] [TRADEMARK] [PATENT] SECURITY AGREEMENT. EACH PARTY FURTHER
AGREES THAT THE TERMS AND PROVISIONS OF OF THE LOAN AGREEMENT ("JURISDICTION;
VENUE; SERVICE OF PROCESS; JURY TRIAL WAIVER") ARE HEREBY INCORPORATED HEREIN BY
REFERENCE, AND SHALL APPLY TO THIS AGREEMENT MUTATIS MUTANDIS AS IF FULLY SET
FORTH HEREIN.
Section 7. Miscellaneous. The terms and provisions of Sections 8.1, 8.2, 8.4,
8.7, 8.8 and 8.9 of the Guaranty and Security Agreement ("Amendments and
Waivers"; "Notices"; "Successors and Assigns"; "Severability"; "Section
Headings"; "Integration") are hereby incorporated herein by reference, and shall
apply to this [Copyright] [Trademark] [Patent] Security Agreement mutatis
mutandis as if fully set forth herein. This [Copyright] [Trademark] [Patent]
Security Agreement shall constitute a "Loan Document" for all purposes of the
Loan Agreement and the other Loan Documents.
[signatures begin on next page]
IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Trademark]
[Patent] Security Agreement to be duly executed and delivered as of the date
first above written.
[GRANTOR], as Grantor By:
Name:
Title:
SCHEDULE 1
TO
[COPYRIGHT] [TRADEMARK] [PATENT] SECURITY AGREEMENT
1.
REGISTERED [COPYRIGHTS] [TRADEMARKS] [PATENTS]
[Include Registration Number and Date]
2.
[COPYRIGHT] [TRADEMARK] [PATENT] APPLICATIONS
[Include Application Number and Date]
EXHIBIT D
A. FORM OF COMPLIANCE CERTIFICATE
[
], 20[
]
This compliance certificate (this "Certificate") is delivered pursuant to
Section 8.01(d) of the Loan Agreement (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "Loan
Agreement"), dated as of June [ ], 2019 among MIMEDX GROUP, INC., a Florida
company (the "Borrower"), the Subsidiaries of the Borrower that are Guarantors
or become Guarantors thereunder pursuant to Section 8.10 thereof, the Lenders
from time to time party thereto, BLUE TORCH FINANCE LLC, a Delaware limited
liability company, as administrative agent for the Lenders (in such capacity,
together with its successors and assigns in such capacity, the "Administrative
Agent") and Collateral Agent (together with