UNDERWRITING AGREEMENT Zeltiq Aesthetics, Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York
Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
The ZELTIQ Aesthetics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”)
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
ZELTIQ Aesthetics, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to
OFFICE LEASEOffice Lease • March 1st, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between SFII CREEKSIDE, LLC, a Delaware limited liability company ("Landlord"), and ZELTIQ AESTHETICS, INC., a Delaware corporation ("Tenant").
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
The ZELTIQ Aesthetics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of
INDEMNITY AGREEMENTIndemnity Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware
This Indemnity Agreement, dated [ ], 2011, is made between ZELTIQ Aesthetics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
Re: Amended and Restated Employee Offer Letter Dear Len:Employee Offer Letter • April 30th, 2014 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
ZELTIQ Aesthetics, Inc. (the “Company”) is pleased to offer you this Amended and Restated Employee Offer Letter (“Amended Offer Letter”). Subject to your execution of this Amended Offer Letter as provided below, effective as of February 25, 2014 (the “Effective Date”) this Amended Offer Letter amends, restates and supersedes in its entirety your Employment Offer Letter Agreement with the Company dated September 18, 2012, as previously amended on November 26, 2012 (the “Prior Agreement”).
THE GENERAL HOSPITAL CORPORATION AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT MGH Amended and Restated Agreement No: MGH Case No.: 1814Exclusive License Agreement • October 14th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This Amended and Restated License Agreement (“AGREEMENT”), is made as of September 21, 2011, between Zeltiq Aesthetics, Inc. a Delaware corporation, having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 (“COMPANY”), formerly known as Juniper Medical, Inc., a Delaware corporation (“JUNIPER”), and The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”). This AGREEMENT replaces the Exclusive License Agreement, MGH Agreement No. 2004A18936, dated and effective May 17, 2005, (“EFFECTIVE DATE”) and any subsequent amendments including an Amendment No. 1 effective as of January 23, 2006, between HOSPITAL and JUNIPER, and an Amendment No. 2 effective as of May 17, 2010, between HOSPITAL and COMPANY (collectively the “ORIGINAL AGREEMENT”).
DISTRIBUTION AGREEMENT between ZELTIQ AESTHETICS, INC. And ADVANCE Medical, IncDistribution Agreement • October 18th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
This DISTRIBUTION AGREEMENT is hereby made and entered into as of the Effective Date (as specified on the cover page of this Agreement) by and between Zeltiq Aesthetics, Inc., a company incorporated under the laws of Delaware with an office located at 4698 Willow Road, Pleasanton, CA, 94588, USA (“Zeltiq”) and ADVANCE Medical, Inc , a company incorporated under the laws of Delaware with an office located at 530 Fifth Avenue, 22nd Floor, New York, NY 10036 (“Distributor”).
AGREEMENT AND PLAN OF MERGER among: ZELTIQ AESTHETICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and BLIZZARD MERGER SUB, INC., a Delaware corporation Dated as of February 13, 2017Merger Agreement • February 15th, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Delaware
Acceptable Confidentiality Agreement. “Acceptable Confidentiality Agreement” is defined in Section 4.3(a) of the Agreement.
AMENDMENT TO EMPLOYEE OFFER LETTEREmployee Offer Letter Amendment • March 1st, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
This Amendment (this “Amendment”) to the Employee Offer Letter dated October 31, 2014 (the “Agreement”), by and between ZELTIQ Aesthetics, Inc. (“ZELTIQ”) and Danika Harrison (“Harrison”) is effective as of January 18, 2017.
November 13, 2012 Patrick WilliamsEmployee Offer Letter • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
DISTRIBUTION AGREEMENT between ZELTIQ AESTHETICS, INC. AndDistribution Agreement • September 7th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
This DISTRIBUTION AGREEMENT is hereby made and entered into as of the Effective Date (as specified on the cover page of this Agreement) by and between Zeltiq Aesthetics, Inc., a company incorporated under the laws of Delaware with an office located at 4698 Willow Road, Pleasanton, CA, 94588, USA (“Zeltiq”) and , a company incorporated under the laws of with an office located at (“Distributor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ZELTIQ Logo]Employee Offer Letter • September 7th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of Director of Business Development and Strategy reporting to John Howe, Chief Financial Officer. You will perform duties customarily associated with your position and such other duties as may be assigned by the Chief Financial Officer, the Chief Executive Officer of the Company, or his or her designate. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
July 1, 2015 To: Leonard DeBenedictisEmployment Agreement • October 28th, 2015 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
The purpose of this letter agreement is to modify certain terms of your employment as set forth in your Amended and Restated Employee Offer Letter dated February 25, 2014 (the “Employee Offer Letter”). The changes set forth herein shall be effective on July 1, 2015, provided that you have signed this letter agreement by that date (the “Effective Date”).
Zeltiq Aesthetics, Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of December 11, 2007 by and between Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), and Mitchell Levinson (the “Purchaser”).
The GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: 2004A18936 MGH Case No: 1814Exclusive License Agreement • October 14th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This License Agreement (“AGREEMENT”) is made as of the 17th day of May, 2005 (“EFFECTIVE DATE”), between Juniper Medical, Inc., a Delaware corporation, having a principal place of business at 550 Hamilton Ave., Suite 100, Palo Alto, CA 94301 (“COMPANY”) and The General Hospital Corporation, a not-for-profit Massachusetts corporation, which owns and operates Massachusetts General Hospital, having a principal place of business at Fruit Street, Boston, Massachusetts (“HOSPITAL”), each referred to herein individually as a “PARTY” and collectively as the “PARTIES.”
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • October 28th, 2015 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This Exclusive License Agreement (“AGREEMENT”), is made as of September 8, 2015 (the “EFFECTIVE DATE”), between ZELTIQ Aesthetics, Inc., a Delaware corporation, having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 (“COMPANY”), and The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”).
March 12, 2015 Mr. Keith J. Sullivan RE: Amendment to Relocation Agreement Dated February 19, 2015 Dear Keith:Relocation Agreement • May 5th, 2015 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
This letter hereby amends the relocation agreement signed by you and ZELTIQ Aesthetics, Inc. (the “Company”), dated February 19, 2015 (the “Agreement”), as follows:
ZELTIQ AESTHETICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 26, 2010Investor Rights Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • California
This Agreement dated as of May 26, 2010, is entered into by and among Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Preferred Stockholders”).
February 20, 2012 Michael C. Genau Re: EMPLOYEE OFFER LETTER Dear Mike:Employee Offer Letter • March 19th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of President of the North American Franchise (“NAF”), reporting to me, Gordie Nye, President & CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by me or our Board of Directors. You will be based at the Company’s offices in Pleasanton, CA. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
SECOND AMENDMENT TO OFFICE BUILDING LEASEOffice Building Lease • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
THIS SECOND AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment” or “Second Amendment”) is made as of September 24, 2010 (the “Effective Date”), by and between HACIENDA PORTFOLIO VENTURE LLC, a Delaware limited liability company (“Landlord”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TOMulti-Tenant Industrial/Commercial Lease (Net) • July 30th, 2015 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO MULTI-TENANT INDUSTRIAL/ COMMERCIAL LEASE (NET) dated April 28, 2015 (this “Second Amendment”) is entered into by and between WESTCORE GREENVILLE, LLC, a Delaware limited liability company (“Lessor”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Lessee”), with reference to the following:
FIRST AMENDMENT TOMulti-Tenant Industrial/Commercial Lease (Net) • July 29th, 2014 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL/ COMMERCIAL LEASE (NET) dated May 5, 2014 (this "First Amendment") is entered into by and between WESTCORE GREENVILLE, LLC, a Delaware limited liability company ("Lessor"), and ZELTIQ AESTHETICS, INC., a Delaware corporation ("Lessee"), with reference to the following:
Manufacturing Services AgreementManufacturing Services Agreement • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
Between ONCORE Manufacturing LLC, a Delaware USA company, with its registered office at 2243 Lundy Ave, San Jose Ca 95131 (“ONCORE”) and Zeltiq Aesthetics with its registered office at 4698 Willow Road, Pleasanton, CA 94588 (“ZELTIQ”)
CONSULTING AGREEMENTConsulting Agreement • August 7th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
This Agreement is made and entered into effective as of April 18, 2012 (“Effective Date”) by and between Zeltiq Aesthetics, Inc. (“Company”), having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 and Mark Foley (“Consultant”).
ZELTIQ LOGO]Employee Offer Letter • May 11th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
Zeltiq Aesthetics, Inc. (the “Company”) is pleased to offer you the position of Senior Vice President, General Counsel and Corporate Secretary, reporting to me, Gordie Nye, President & CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by me or my designate. You will be based at the Company's offices in Pleasanton, CA. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
THIRD AMENDMENT TO OFFICE BUILDING LEASEOffice Building Lease • February 26th, 2014 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
THIS THIRD AMENDMENT TO OFFICE BUILDING LEASE (this "Amendment" or 'Third Amendment") is made as of August 7, 2012 (the "Effective Date"), by and between HACIENDA PORTFOLIO VENTURE LLC, a Delaware limited liability company ("Landlord"), and ZELTIQ AESTHETICS, INC., formally known as Juniper Medical Inc., a Delaware corporation ("Tenant").
AMENDMENT No. 1 to EXCLUSIVE LICENSE AGREEMENT MGH Amendment Agreement No: 2006A20644 MGH Case No: 1814Exclusive License Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 (this “AMENDMENT”), effective as of January 23rd, 2006, (“AMENDMENT EFFECTIVE DATE”), amends the Exclusive License Agreement, MGH Agreement No. 2004A18946, dated May 17th, 2005, and any subsequent amendments (collectively, the “AGREEMENT”), between The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”) and Juniper Medical, Inc. a Delaware corporation, having a principal place of business at 7139 Koll Center Parkway, Suite 300, Pleasanton, CA 94566(“COMPANY”).
ZELTIQ Logo]Employee Offer Letter • September 7th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of Vice President of Product Development, reporting to Gordie Nye, President and CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by the President and CEO or designate. You will be based at the Company’s offices in Pleasanton, CA, or such other location to which the Company headquarters may relocate. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
THIS BRIDGE LOAN AGREEMENT (the “Agreement”) is made as of October 29, 2009 (the “Effective Date”) by and among Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”) and the entities and individuals whose names appear on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
