Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 1.17M
2: EX-2.1 Merger Agreement HTML 647K
3: EX-2.2 Certificate of Merger HTML 24K
4: EX-4.1 Bridge Warrant HTML 99K
5: EX-4.2 Bridge Note HTML 58K
6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 157K
7: EX-4.4 Ppo Investor Warrant HTML 105K
8: EX-4.5 Exchange Warrant HTML 140K
9: EX-4.6 Bridge Exchange Warrant HTML 97K
10: EX-4.7 Form of Lock-Up HTML 22K
11: EX-10.1 Bridge Spa HTML 102K
13: EX-10.10 General Release Agreement HTML 27K
14: EX-10.11 Share Cancellation Agreement HTML 19K
15: EX-10.12 B Michaels Offer Lette HTML 24K
16: EX-10.13 Presnell Offer Letter HTML 25K
17: EX-10.14 2008 Equity Incentive Plan HTML 149K
18: EX-10.15 2012 Equity Incentive Plan HTML 125K
19: EX-10.16 Form of Stock Option Agreement HTML 59K
20: EX-10.17 Indemnification Agreemeent HTML 74K
21: EX-10.18 Baltera Mou HTML 21K
22: EX-10.19 Prestwich Sab Agreement HTML 51K
23: EX-10.20 Mooney Sab Agreement HTML 58K
24: EX-10.21 Vunjak-Novakovic Sab Agreement HTML 51K
25: EX-10.22 Kent Sab Agreement HTML 55K
26: EX-10.23 License Agreement HTML 80K
27: EX-10.24 License Agreement HTML 79K
28: EX-10.25 License Agreement HTML 233K
12: EX-10.9 Split-Off Agreement HTML 112K
29: EX-16.1 Letter Re Change in Certifying Accountant HTML 14K
30: EX-21.1 Subsidiaries of Organovo Holdings, Inc.* HTML 9K
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of February 8, 2012, is entered into by and among Organovo Holdings, Inc., a Delaware corporation (“Seller”), Organovo Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and Deborah Lovig (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
1. Split-Off Agreement. This Agreement is executed and delivered by Split-Off Subsidiary pursuant to the requirements of Section 8.3 of that certain Split-Off Agreement of even date herewith (the “Split-Off Agreement”) by and among Seller, Split-Off Subsidiary and Buyer as a condition precedent to the closing (the “Closing”) of the Split-Off Agreement.
2. Release and Waiver by Split-Off Subsidiary. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Split-Off Subsidiary, on behalf of itself and its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases Seller, along with its present, future and former officers, directors, stockholders, members, employees, agents, attorneys and representatives (collectively, the “Seller Released Parties”), of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which Split-Off Subsidiary has or might claim to have against the Seller Released Parties for any and all injuries, harm, damages (actual and punitive),
costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Split-Off Subsidiary arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the date of the Closing.
3. Release and Waiver by Buyer. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Buyer hereby covenants not to sue and fully, finally and forever completely release the Seller Released Parties of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown which Buyer has or might claim to have against the Seller Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Buyer arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur on or prior to the date
of the Closing.
4. Additional Covenants and Agreements.
(a) Each of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding.
(b) Each of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off Agreement.
(c) Notwithstanding anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s rights and obligations under the Split-Off Agreement.
5. Modification. This Agreement cannot be modified orally and can only be modified through a written document signed by both parties.
6. Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void, illegal or unenforceable had not been contained herein.
7. Expenses. The parties hereto agree that each party shall pay its respective costs, including attorneys’ fees, if any, associated with this Agreement.
8. Further Acts and Assurances. Split-Off Subsidiary and Buyer each agree that it will act in a manner supporting compliance, including compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the request of Seller, and without further consideration, cause the execution and delivery of such other instruments of release or waiver and take such other action or execute such other documents as such party may reasonably request in order to confirm or effect the releases, waivers and covenants contained herein, and, in the case of any claims, actions, obligations, liabilities, demands and/or causes of action that cannot be effectively released or waived without the consent or approval of other persons or entities that is unobtainable, to use its best reasonable efforts to ensure that the Seller Released Parties receive the benefits
thereof to the maximum extent permissible in accordance with applicable law or other applicable restrictions, and shall perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts or choice of laws thereof.
10. Entire Agreement. This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and Buyer and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer with respect to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not, however, operate to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition obligations owed by Split-Off Subsidiary or Buyer to Seller under any prior agreement.
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IN WITNESS WHEREOF, the undersigned have executed this General Release Agreement as of the day and year first above written.
