ContractWarrant Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between Ulthera, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractManufacturing Services Agreement • June 2nd, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Florida
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
MANUFACTURING AGREEMENTManufacturing Agreement • May 13th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Manufacturing Agreement (this “Agreement”) is made as of January 2nd, 2014 (the “Effective Date”), by and between BIT Group Inc., a California corporation, with offices located at 15870 Bernardo Center Drive, San Diego, CA 92127 (“BIT”), and Ulthera, Inc., a Delaware corporation, with offices located at 1840 S. Stapley Dr., Ste. 200, Mesa, AZ 85204 (“Client”). Individually, BIT and Client may be referred to herein as a “Party” and collectively as “Parties”.
THIRD AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • June 2nd, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This THIRD AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENT (the “Third Restated Agreement”) is made effective as of August 26, 2013 (the “Effective Date”) by and among Guided Therapy Systems, LLC, an Arizona limited liability company (“GTS” or “Licensor”), Ardent Sound Inc., an Arizona corporation (“Ardent Sound” and, together with GTS, “Licensors”), and Ulthera, Inc., a Delaware corporation (“Ulthera” or “Licensee”). GTS or GTS and Ardent Sound, collectively, are hereinafter referred to as a “Party,” Ulthera is hereinafter referred to as a “Party,” and each of GTS, Ardent Sound and Ulthera are hereinafter collectively referred to as the “Parties.”
CONFIDENTIAL TRANSITION AND SEPARATION AGREEMENTConfidential Transition and Separation Agreement • April 16th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This Confidential Transition and Separation Agreement (the “Agreement”) is made by and between James Atkinson (“Employee”) and Ulthera, Inc., a Delaware corporation (the “Company”), effective as of the eighth (8th) day following Employee’s execution of the Agreement without revocation (the “Effective Date”). Employee and the Company are collectively referred to as the “Parties.”
ContractManufacturing Services Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractManufacturing Services Agreement • March 3rd, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This EMPLOYMENT AGREEMENT (the “Agreement”) made effective as of October 3, 2011 (the “Effective Date”) is entered into by and between Ulthera, Inc., a Delaware corporation with its corporate headquarters in Mesa, Arizona (the “Company”) and Gregory D. Waller(“Employee”). This agreement anticipates a starting date of October 17, 2011.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of January 25, 2011, is entered into by and among Ulthera, Inc., a Delaware corporation (the “Company”), and the stockholders listed under the heading “Stockholders” on the signature pages hereto, and any other stockholder who from time to time becomes a party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”).
ContractManufacturing Services Agreement • May 13th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
STOCKHOLDERS AGREEMENTStockholders Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of January 25, 2011, is entered into by and among Ulthera, Inc., a Delaware corporation (the “Company”), the stockholders listed under the heading “Investors” on the signature pages hereto (the “Investors”), each of the individuals identified as an Employee Stockholder on Exhibit A-1 (and any other stockholder who from time to time becomes a party to this Agreement as an Employee Stockholder by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit B-1 (each, an “Employee Stockholder”)) and each of the individuals identified as an Other Major Stockholder on Exhibit A-2 (and any other stockholder who from time to time becomes a party to this Agreement as an Other Major Stockholder by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit B-2 (each, an “Other Major Stockholder,” and together with the Employee Stockholders collectively, the “Key Holders,” and together with
ULTHERA, Inc. JAMES G. ATKINSON EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This Agreement is entered into effective as of October 2, 2006, (the “Effective Date” and also the “Vesting Commencement Date”) by and between Ulthera, Inc., a Delaware corporation, (the “Company”), and James G. Atkinson (“Executive”).
MANUFACTURING SERVICES AGREEMENT between JABIL CIRCUIT, INC. and Ulthera Inc.Manufacturing Services Agreement • March 3rd, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Florida
This Manufacturing Agreement (“Agreement”) is entered into by and between Jabil Circuit, Inc., a Delaware corporation (“Jabil”), having offices at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716, on behalf of Jabil and its Subsidiaries, and Ulthera, Inc (“Company”), having its principal place of business at 2150 S. Country Club Drive, Suite 21, Mesa, Arizona 85210. Jabil and Company are referred to herein as “Party” or “Parties”.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 24, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ULTHERA, INC., a Delaware corporation (“Borrower”) amends and restates, in its entirety, that certain Amended and Restated Loan and Security Agreement between Bank and Borrower dated as of July 27, 2012 (as amended from time to time, including by and between that certain First Amendment to Amended and Restated Loan and Security Agreement December 11, 2013, the “Original Loan Agreement”) and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
THIRD AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • March 3rd, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This THIRD AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENT (the “Third Restated Agreement”) is made effective as of August 26, 2013 (the “Effective Date”) by and among Guided Therapy Systems, LLC, an Arizona limited liability company (“GTS” or “Licensor”), Ardent Sound Inc., an Arizona corporation (“Ardent Sound” and, together with GTS, “Licensors”), and Ulthera, Inc., a Delaware corporation (“Ulthera” or “Licensee”). GTS or GTS and Ardent Sound, collectively, are hereinafter referred to as a “Party,” Ulthera is hereinafter referred to as a “Party,” and each of GTS, Ardent Sound and Ulthera are hereinafter collectively referred to as the “Parties.”
AMENDMENT TO WARRANTWarrant Amendment • February 14th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Warrant (this “Amendment”) is entered into as of January 24, 2014, by and between SVB FINANCIAL GROUP (“Holder”) and ULTHERA, INC., a Delaware corporation (“Company”).
OFFICE LEASE STAPLEY CORPORATE CENTER BETWEEN DAZ3-STAPLEY, L.L.C., as Landlord and ULTHERA, INC. as Tenant Dated: , 2012Office Lease • February 14th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
THIS OFFICE LEASE (“Lease”), entered into , 2012, (“Effective Date”) by DAZ3-STAPLEY, L.L.C., a Missouri limited liability company (“Landlord”), and ULTHERA, INC., a Delaware corporation (“Tenant”).
ULTHERA, INC. MATTHEW E. LIKENS AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Ulthera Inc • Electromedical & electrotherapeutic apparatus • Arizona
This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of May 12, 2014 (the “Effective Date”) by and between Ulthera, Inc., a Delaware corporation (the “Company”), and Matthew E. Likens (“Executive”). This Agreement amends and restates in its entirety that certain employment agreement by and between Executive and the Company effective as of July 31, 2006 (the “Prior Agreement”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.
