COMMON STOCK PURCHASE WARRANT SIENTRA, INC.Common Stock Purchase Warrant • October 27th, 2022 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October ___, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sientra, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
· ] Shares Sientra, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 14th, 2015 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Sientra, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [ · ] authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to [ · ] additional shares of Common Stock, on the terms set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (the “Agreement”) are herein collectively called the “Securities.”
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SIENTRA, INC., a Delaware corporation, with offices located at 6769 Hollister Avenue Suite 201, Santa Barbara, CA 93117 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of January 17, 2013 by and among Collateral Agent, Oxford, in its capacity as a Lender, and other lenders party thereto from time to time and Borrower (the “Original Agreemen
INDEMNITY AGREEMENTIndemnification Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between SIENTRA, INC., a Delaware corporation (the “Company”), and (the “Indemnitee”).
12,567,610 Shares of Common Stock, 22,214,990 Prefunded Warrants (to purchase 22,214,990 shares of Common Stock) and 34,782,600 Common Warrants (to purchase 34,782,600 shares of Common Stock) SIENTRA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2022 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Sientra, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Craig-Hallum Capital Group LLC is acting as representative (the “Representative”) an aggregate of 12,567,610 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”), 22,214,990 Prefunded Warrants (as defined below), and 34,782,600 Firm Common Warrants (as defined below). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 5,217,390 shares of Common Stock (the “Option Shares”) and up to an additional 5,217,390 Option Common Warrants (the “Option Common Warrants”) (which Option Common Warrants shall be in the same form as the Firm Common Warrants). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”, and the Shares, the Prefunded Warrants and the Common Warrants are hereinafter refe
SIENTRA, INC. Common Stock ($0.01 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • February 20th, 2018 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Sientra, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
PREFUNDED COMMON STOCK PURCHASE WARRANT SIENTRA, INC.Prefunded Common Stock Purchase Warrant • October 27th, 2022 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sientra, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017Merger Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of July 1, 2019 by and among SIENTRA, INC., MIRADRY HOLDINGS, INC., MIRADRY, INC., MIRADRY INTERNATIONAL, INC., and any additional borrower that hereafter becomes party...Credit and Security Agreement • August 9th, 2019 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 1, 2019 by and among SIENTRA, INC., a Delaware corporation (“Sientra”), MIRADRY HOLDINGS, INC., a Delaware corporation (formerly known as Miramar Labs, Inc.) (“Miramar”), MIRADRY, INC., a Delaware corporation (formerly known as Miramar Technologies, Inc.) (“Miradry”), MIRADRY INTERNATIONAL, INC., a Delaware corporation (“Miradry International”) and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2022 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2022, is entered into by and among Sientra, Inc., a Delaware corporation (the “Company”), and Deerfield Partners, L.P. (the “Lender”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Facility Agreement (as defined below).
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of July 1, 2019 by and among SIENTRA, INC., MIRADRY HOLDINGS, INC., MIRADRY, INC., MIRADRY INTERNATIONAL, INC., and any additional borrower that hereafter becomes party hereto,...Credit and Security Agreement (Term Loan) • August 9th, 2019 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 1, 2019 by and among SIENTRA, INC., a Delaware corporation (“Sientra”), MIRADRY HOLDINGS, INC., a Delaware corporation (formerly known as Miramar Labs, Inc.) (“Miradry Holdings”), MIRADRY, INC., a Delaware corporation (formerly known as Miramar Technologies, Inc.) (“Miradry”), MIRADRY INTERNATIONAL, INC., a Delaware corporation (“Miradry International”) and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
ContractWarrant Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SIENTRA, INC. EMPLOYMENT AGREEMENT Andrew SchmidtEmployment Agreement • July 13th, 2021 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Executive Employment Agreement (the “Agreement”), made between Sientra, Inc., a Delaware company (the “Company”), and Andrew Schmidt (“Executive”) (collectively, the “Parties”), and shall be effective as of July 12, 2021 (the “Effective Date”).
5,410,628 Shares SIENTRA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Sientra, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of 5,410,628 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 811,594 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”. To the extent there are no additional Underwriters listed on Schedule I other than the Representative, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires
AMENDED AND RESTATED EXCLUSIVITY AGREEMENTExclusivity Agreement • October 20th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Amended and Restated Exclusivity Agreement (Agreement) is entered into as of the Effective Date (defined below) by and between Silimed-Silicone e Instrumental Medico-Cirugico e Hospitalar LTDA, a company organized under the laws of Brazil on behalf of itself and any affiliated, controlled or otherwise related entity or person including, without limitation, any entity controlled or owned at least in part by the officers and partners (stockholders) of Silimed-Silicone e Instrumental Medico-Cirurgico e Hospitalar Ltda. (collectively, (Manufacturer) and Juliet Medical, Inc., a Delaware corporation (Company) as of the Effective Date.
SIENTRA, INC. EMPLOYMENT AGREEMENT Caroline Van HoveEmployment Agreement • November 12th, 2020 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Executive Employment Agreement (the “Agreement”), made between Sientra, Inc., a Delaware company headquartered in Santa Barbara, CA (the “Company”) and Caroline Van Hove (“Executive”) (collectively, the “Parties”), shall be effective as of the 9th day of November, 2020 (the “Effective Date”).
Confidentiality AgreementConfidentiality Agreement • June 26th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
In connection with your consideration of a potential negotiated acquisition or negotiated business combination transaction between Miramar Labs, Inc., a Delaware corporation (“we” or the “Company”) and Sientra, Inc. (“you” or “Buyer”) (any such transaction being referred to herein as a “Transaction”), it is expected that each of the parties hereto will convey, furnish or otherwise make available to the other party and its Representatives (as defined below), Confidential Information (as defined below) for purposes of evaluating a Transaction. Each of the parties hereto hereby agrees to treat all Confidential Information of the other party hereto, all Evaluation Material (as defined below), and all Transaction Information (as defined below) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions herein set forth. The party hereto conveying, furnishing or otherwise making available Confidential Information hereunder is sometimes
AMENDED AND RESTATED FACILITY AGREEMENT dated as of October 12, 2022 by and among SIENTRA, INC., as the Borrower, the other Loan Parties party hereto from time to time, the Lenders and DEERFIELD PARTNERS, L.P., as agent for itself and the LendersFacility Agreement • October 12th, 2022 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”), dated as of October 12, 2022, is entered into by and among SIENTRA, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time, the lenders set forth on the signature page of this Agreement (together with their successors and permitted assigns, the “Lenders”), DEERFIELD PARTNERS, L.P., as agent for itself and the other Lender Parties (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 13, 2017 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and SIENTRA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall extend credit and lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MULTI-DRAW SENIOR SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND GUARANTY dated as of February 14, 2024 by and among SIENTRA, INC., as the Borrower, and as Debtor and Debtor-in-Possession under the Chapter 11 Bankruptcy Code,...Multi-Draw Senior Secured Super-Priority Priming Debtor-in-Possession Credit Agreement and Guaranty • February 16th, 2024 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This MULTI-DRAW SENIOR SECURED SUPER-PRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND GUARANTY (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), dated as of February 14, 2024, is entered into by and among SIENTRA, INC., a Delaware corporation and a debtor and debtor-in-possession in the Chapter 11 Cases (the “Borrower”), the other Loan Parties (as defined below) that are also debtors and debtors-in-possession in the Chapter 11 Cases that may be required to provide Guarantees from time to time hereunder, the lenders from time to time party hereto (together with their successors and permitted assigns, the “Lenders”), DEERFIELD PARTNERS, L.P., as agent for itself and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
AMENDMENT NO. 2 TO TEMPORARY WAIVER AND EXCHANGE AGREEMENT AND TEMPORARY AMENDMENT TO FACILITY AGREEMENTTemporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement • January 29th, 2024 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 2 TO TEMPORARY WAIVER AND EXCHANGE AGREEMENT AND TEMPORARY AMENDMENT TO FACILITY AGREEMENT (this “Agreement”), dated as of January 28, 2024, is by and among Sientra, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Facility Agreement (as defined below)) signatory hereto, and Deerfield Partners, L.P., in its capacity as Agent for the Lenders (in such capacity, the “Agent”) and as a lender (the “Lender”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Temporary Waiver and Exchange Agreement (as defined below) or the Facility Agreement, as applicable.
FORM OF] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2017 (this “Agreement”), is entered into by and between Sientra, Inc., a Delaware corporation (“Parent”) and [ ] as Rights Agent (the “Rights Agent”).
Second Amendment to Employment Agreement for Jeffrey M. NugentEmployment Agreement • March 13th, 2018 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Second Amendment to Employment Agreement (this “Amendment”), is made and entered into on March 13, 2018, by and between Sientra, Inc., a Delaware corporation (the “Company”) and Jeffrey M. Nugent (the “Executive”).
ContractWarrant Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FORM OF] TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of June 11, 2017 (this “Agreement”), is by and among Sientra, Inc., a Delaware corporation (“Parent”), Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 28th day of March, 2012 (the “Effective Date”), by and among Sientra, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), the stockholders listed on Exhibit B attached hereto (referred to hereinafter as the “Common Holders”) and each other Person (as defined herein) who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
AMENDMENT NO. 1 TO ASSIGNMENT AND LICENSE AGREEMENT AND ASSIGNMENT AGREEMENTAssignment and License Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to the Assignment and License Agreement and Assignment Agreement (this “Amendment”) is made as of June 11, 2017 (the “Amendment Effective Date”), by and between Miramar Labs, Inc. (f/k/a Foundry Newco X, Inc.), a Delaware corporation (“Company” or “Miramar”), Sientra, Inc., a Delaware corporation (“Parent”), The Foundry, LLC, a Delaware limited liability company (“The Foundry”), and the individuals listed on Annex A (“Assignees”).
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of February 5, 2021 by and among SIENTRA, INC., MIRADRY HOLDINGS, INC., MIRADRY, INC., MIRADRY INTERNATIONAL, INC., and any additional borrower that hereafter becomes party...Credit and Security Agreement • February 8th, 2021 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of February 5, 2021 by and among SIENTRA, INC., a Delaware corporation (“Sientra”), MIRADRY HOLDINGS, INC., a Delaware corporation (formerly known as Miramar Labs, Inc.) (“Miradry Holdings”), MIRADRY, INC., a Delaware corporation (formerly known as Miramar Technologies, Inc.) (“Miradry”), MIRADRY INTERNATIONAL, INC., a Delaware corporation (“Miradry International”) and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Len
Amendment No. 1 To Amended and Restated Exclusivity AgreementExclusivity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment No. 1 is the first amendment to the Agreement. The Agreement is hereby amended by inserting, immediately after Section 4.1(b), a new section to be titled Section 4.1(c) which reads:
SIENTRA, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT Charles HuinerEmployment Agreement • November 9th, 2016 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Executive Employment Agreement (the “Agreement”), made between Sientra, Inc. (the “Company”) and Charles Huiner (“Executive”) (collectively, the “Parties”), is effective as of September 22, 2016 (the “Effective Date”) and amends and restates the prior employment agreement between the Company and Executive dated February 1, 2015.
THE TOWBES GROUP. INC. MULTI-PURPOSE COMMERCIAL BUILDING LEASEMulti-Purpose Commercial Building Lease • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THESE STANDARD TERMS AND CONDITIONS constitute an integral part of this Multi-Purpose Commercial Building Lease. Each reference in the Standard Terms and Conditions to information set forth in the Basic Provisions of this Lease shall be construed to incorporate all of the information to which reference is made. Any conflict between these Standard Terms and Conditions and the information set forth in the Basic Provisions shall be controlled by the terms of these Standard Terms and Conditions.
AMENDMENT TO FACILITY AGREEMENTFacility Agreement • May 11th, 2020 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDMENT TO FACILITY AGREEMENT (this “Agreement”), dated as of April 24, 2020, is entered into among SIENTRA, INC., a Delaware corporation (the “Borrower”), each of the other Loan Parties party hereto, and DEERFIELD PARNTERS, L.P., as a Lender (as defined below) and as agent (in such capacity, the “Agent”).
SIENTRA, INC. STRATEGIC ADVISORY CONSULTING AGREEMENTStrategic Advisory Consulting Agreement • March 13th, 2018 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This STRATEGIC ADVISORY CONSULTING AGREEMENT (the “Agreement”) is entered into by and between Sientra, Inc., (“Sientra”), a Delaware corporation, and Philippe A. Schaison (“Consultant”) effective as of March 9, 2018 (the “Effective Date”). Sientra and Consultant may be referred to individually herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)Credit and Security Agreement (Term Loan) • April 20th, 2018 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Maryland
This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as April 18, 2018, by and among SIENTRA, INC., a Delaware corporation, MIRADRY HOLDINGS, INC., a Delaware corporation (formerly known as Miramar Labs, Inc.), MIRADRY, INC., a Delaware corporation (formerly known as Miramar Technologies, Inc.), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
