Exhibit 10.6
FORM OF AMENDED AND RESTATED
SECURITY AND INTERCREDITOR AGREEMENT
THIS AMENDED AND RESTATED SECURITY AND INTERCREDITOR AGREEMENT (this
"Security/Intercreditor Agreement"), dated
2011, by and among MIMEDX
GROUP, INC., a corporation under the laws of the State of Florida ("Grantor"),
in favor of Parker H. Petit, in his capacity as collateral agent hereunder (in
such capacity, together with any successor collateral agent, "Collateral Agent")
for the benefit of the holders of those certain 5% Convertible Senior Secured
Promissory Notes (Series $5.0 Million 2011) (the "Series $5.0 Million 2011
Notes") in the aggregate principal amount of up to $5.0 Million (each, a
"Holder"), and Parker H. Petit ("Petit"), the holder of that certain Note in the
original principal amount of $3.6 million dated March 31, 2011, issued to Petit
by the Grantor (Petit and each of the Holders being individually referred to
herein as a "Lender," and, collectively, as "Lenders"), each Holder and Petit
being signatories hereto and, together with Grantor, being sometimes
individually herein called a "Party" and collectively, "the Parties".
R E C I T A L S
WHEREAS, Grantor has entered into that certain Revolving Secured Line of Credit
Agreement dated March 31, 2011, with Petit (such agreement as it may be amended
or otherwise modified from time to time is referred to herein as the "Prior
Credit Agreement");
WHEREAS, in connection with Prior Credit Agreement, Grantor and Petit have
entered into that certain Security and Intercreditor Agreement dated March 31,
2011, (herein called the "Prior Security/Intercreditor Agreement") and the
Parties wish hereby to continue the Prior Security/Intercreditor Agreement as
hereby amended and restated in its entirety;
WHEREAS, in connection with the Series $5.0 Million 2011 Notes issued pursuant
to the Subscription Agreements ("the Subscription Agreements") executed and
delivered by MiMedx Group, Inc., a corporation under the laws of the State of
Florida, (the "Borrower"), payable to the order of each of the Holders, Borrower
is required to execute and deliver this Security/Intercreditor Agreement;
WHEREAS, the Loan Documents as defined in the Prior Credit Agreement and the
Series $5.0 Million 2011 Notes, all Warrants issued by Borrower to the Holders,
this Security/Intercreditor Agreement, all Uniform Commercial Code financing
statements filed to perfect any security interests granted pursuant to this
Security/Intercreditor Agreement, the Registration Rights Agreements executed by
Borrower in favor of the Holders and any other document evidencing or securing
the obligations under the Series $5.0 Million 2011 Notes are all herein
collectively called the "Loan Documents";
WHEREAS, the execution and delivery of this Security/Intercreditor Agreement is
required by the Subscription Agreements and certain other Loan Documents; and
WHEREAS, Grantor has determined that the Notes (as hereinafter defined) shall
inure to the benefit of Grantor and that it is in its best interest to execute
this Security/Intercreditor Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which are hereby acknowledged, the parties hereto
agree as follows:
1. Defined Terms. The following terms shall have the following meanings (such