INDEMNIFICATION AGREEMENTIndemnification Agreement • January 30th, 2012 • TRIA Beauty, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 201 between TRIA Beauty, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
] Shares TRIA BEAUTY, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 23rd, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 13, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TRIA BEAUTY, 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:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 23rd, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of January 25, 2012 (the “Effective Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), TRIA BEAUTY, INC., a Delaware corporation (“Tria”) and each other Person that becomes a co-borrower pursuant to Section 6.11 hereof (collectively with Tria, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractWarrant Agreement • January 30th, 2012 • TRIA Beauty, Inc. • 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.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 23rd, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 9, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TRIA BEAUTY, INC., a Delaware corporation (“Borrower”), fully amends and restates the terms of that certain Loan and Security Agreement by and between Bank and Borrower, dated as of May 13, 2011, as amended from time to time (the “Original Agreement”), and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Flextronics and Tria Beauty Manufacturing Services AgreementManufacturing Agreements • May 21st, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Flextronics and Tria Beauty Manufacturing Services Agreement (“Agreement” or “MSA”) is entered into this 19th day of September 2010 (the “Effective Date”) by and between TRIA Beauty, Inc., having its place of business at 4160 Dublin Blvd., Suite 200, Dublin, CA 94568 (“Customer”), and Flextronics Sales and Marketing, Ltd., having its place of business at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (“Flextronics”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2012 • TRIA Beauty, Inc. • California
This Employment Agreement (“Agreement”) is made effective as of July 4, 2008 (“Effective Date”), by and between TRIA Beauty, Inc. (“Company”) and Toby Island (“Employee”).
ContractWarrant Agreement • April 23rd, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
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 SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
TRIA BEAUTY, INC. AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • January 30th, 2012 • TRIA Beauty, Inc. • Delaware
This Amended and Restated Shareholders Agreement (the “Agreement”) is made as of August 13, 2010, by and among TRIA Beauty, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series CC Preferred Stock and Series CC-1 Preferred Stock listed on Exhibit A attached hereto (each a “Series CC Holder” and, collectively, the “Series CC Holders”), Kevin Appelbaum, Robert Grove, Mark Weckwerth, Tobin Island and Jonathan Pearson (each a “Founder,” and, collectively, the “Founders”), and the holders of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock (the “Prior Preferred Holders”) listed on Exhibit B. From time to time, Exhibit A may be updated to reflect the exchange of the Company’s Series A Preferred Stock for Series AA Preferred Stock, the exchange of the Company’s Series B Preferred Stock and Series B-1
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2012 • TRIA Beauty, Inc. • California
This Employment Agreement (this “Agreement”) is made effective as of August 10, 2011 (the “Effective Date”) by and between TRIA Beauty, Inc. (the “Company”) and John J. Rangel (“Employee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2012 • TRIA Beauty, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of January 25, 2012 (the “Effective Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), TRIA BEAUTY, INC., a Delaware corporation (“Tria”) and each other Person that becomes a co-borrower pursuant to Section 6.11 hereof (collectively with Tria, “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
ContractWarrant Agreement • January 30th, 2012 • TRIA Beauty, Inc. • 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.
