MIRAMAR LABS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _____ __, 2016 and is between Miramar Labs, Inc., a Delaware corporation (the “Company”), and «Indemnitee» (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 7, 2015 (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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and MIRAMAR LABS, INC., a Delaware Corporation with offices located at 2790 Walsh Ave., Santa Clara, CA 95051 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___________ __, 20__, among Miramar Labs, Inc. (formerly known as KTL Bamboo International Corp), a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below) and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below).
SPLIT-OFF AGREEMENTSplit-Off Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This SPLIT-OFF AGREEMENT, dated as of June 7, 2016 (this “Agreement”), is entered into by and among Miramar Labs, Inc. (formerly known as KTL Bamboo International Corp.), a Delaware corporation (the “Seller”), Spacepath Enterprise Corp., a Nevada corporation (“Split-Off Subsidiary”), and Andrey Zasoryn (“Buyer”).
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 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • 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.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OFWarrant Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Subscription Agreement, dated as of [ ], by and among Miramar Labs, Inc. (f/k/a KTL Bamboo International Corp), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by KTL Bamboo International Corp. (intended to be renamed Miramar Labs, Inc.), a Nevada corporation (the “Company”) of a minimum of $9,000,000 (the “Minimum Offering”) and a maximum of $15,000,000 (the “Maximum Offering”)1 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) issued, at a purchase price of $5.00 per Share (the “Purchase Price”), plus up to an additional $20,000,000 of Shares at the Purchase Price to cover over-allotments, with the consent of the Company, in the event the Offering is oversubscribed. This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement, the Confidential and Non-Binding Summary Term Sheet of the Company dated May 17, 2016, relating
SUBORDINATION AGREEMENTSubordination Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Subordination Agreement (the “Agreement”) is made as of February 24, 2016, by and among each of the parties listed as a creditor on a signature page hereto (each, a “Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
MIRAMAR LABS, INC.Stock Option Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2006 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
Confidentiality AgreementConfidentiality Agreement • June 26th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • 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
CONTRACT MANUFACTURING SERVICE AGREEMENTContract Manufacturing Service Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • England
This Agreement, dated and effective as of 2012/11/06 (“Effective Date”) is between Miramar Labs, Inc., a corporation located at 445 Indio Way, Sunnyvale, CA 94085, USA, the Manufacturer (“MFR”), and Healthcare Technology International Limited, located at 15/F, Block B, Veristrong Industrial Centre, 36 Au Pui Wan Street, Fotan, Hong Kong, the Contract Manufacturer (“CM”).
June 10, 2010Assignment and License Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus
As discussed, The Foundry, LLC (“LLC”) and Miramar wish to clarify any ambiguity regarding Miramar’s rights in and to certain patents and related technology under the Agreement as a result of Inc.’s transfer of assets to LLC as set forth in the following agreements between Inc. and LLC effective as of December 31, 2008: the Bill of Sale, the Assumption Agreement and the Revised and Restated Assignment Agreement (collectively, the “Asset Documents”). This letter sets forth the agreement and understanding of LLC and Miramar with regard to Inc.’s assignment and license of certain patent rights and related technology to Miramar under the Agreement. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Agreement.
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption of Engagement Letter • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Assignment and Assumption of Engagement Letter (“Assignment”), effective as of the Effective Date (as defined below), is made by and between Katalyst Securities LLC (“Katalyst”) and The Benchmark Company, LLC (“Benchmark” and collectively the “Placement Agents”), Miramar Technologies, Inc., a Delaware corporation (“Assignor”) and Miramar Labs, Inc., a Delaware corporation (“Assignee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 7, 2016, by and among Miramar Labs, Inc. (formerly KTL Bamboo International Corp.), a Delaware corporation (the “Parent”), Miramar Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Miramar Technologies, Inc., a Delaware corporation (the “Company”).” The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Amendment to the Employment Agreement (the “Amendment”) by and among Miramar Labs, Inc. a Delaware corporation (the “Company”), and Brigid Makes, an individual (“Executive”), is dated as of May 28th, 2013, and amends the Employment Agreement by and among the Company and Executive, dated September 21st, 2011 (the “Agreement”).
LEASE BY AND BETWEEN DWF HI WALSH BOWERS, LLC,Lease Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Lease is dated as of the lease reference date specified in Section A of the Summary of Basic Lease Terms and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of June 25, 2017, is made by and among Sientra, Inc., a Delaware corporation (“Parent”), Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) and Miramar Labs, Inc., a Delaware corporation (the “Company”, and together with Parent and Purchaser, the “Parties”).
MIRAMAR LABS, INC EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into, effective as of September 21st, 2011, by and between Miramar Labs, Inc. (the “Company”) and Brigid Makes (“Executive”).
ASSET PURCHASE AGREEMENT by and between MIRAMAR LABS, INC. and JAN WALLACE Dated as of January 18, 2008Asset Purchase Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Asset Purchase Agreement (this “Agreement”) is entered into as of January 18, 2008 by and between Miramar Labs, Inc., a Delaware corporation (“Buyer”), and Jan Wallace, an individual (“Seller”). Capitalized terms used in this Agreement and not otherwise defined have the meanings stated in Exhibit A. The parties agree as follows:
GENERAL RELEASE AGREEMENTGeneral Release Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of June 7, 2016, is entered into by and among Miramar Labs, Inc., formerly known as KTL Bamboo International Corp., a Delaware corporation (“Seller”), Spacepath Enterprise Corp, a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”), and Andrey Zasoryn (“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:
CONSENT, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This CONSENT, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 7, 2016, by and 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 the signature pages hereto (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), MIRAMAR TECHOLOGIES, INC. (“Miramar Technologies” or “Existing Borrower”) and, immediately after the Merger (defined below), MIRAMAR LABS, INC., a Delaware corporation (“Parent”), each of Existing Borrower and immediately after the Merger, the Parent having their offices located at 2790 Walsh Ave., Santa Clara, CA 95051. For purposes hereof, both Parent and Existing B
SUPPLY AGREEMENTSupply Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This SUPPLY AGREEMENT (this “Agreement”), effective as of November 13th, 2014 (the “Effective Date”), is made by and between Miramar Labs, Inc., having a place of business at 2790 Walsh Ave., Santa Clara, Ca., (“Company”), and Broadband Wireless, LLC., having a place of business at 280 Greg St. Reno, NV 89502 (“Supplier”). Company and Supplier may be referred to herein each, individually, as a “Party” or, collectively, as the “Parties”.
FORM OF] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • 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”).
SUBORDINATION AGREEMENTSubordination Agreement • February 2nd, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
This Subordination Agreement (the “Agreement”) is made as of January 27, 2017, by and among each of the parties listed as a creditor on a signature page hereto (each, a “Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
ContractSecurity Agreement • February 2nd, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
THIS SECURITY AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 27, 2017 BY AND AMONG OXFORD FINANCE LLC, AS COLLATERAL AGENT, THE COMPANY AND THE SECURED PARTIES. THE SUBORDINATION AGREEMENT CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, CERTAIN PAYMENTS AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE PARTIES HERETO.
MIRAMAR LABS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 2nd, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Note Purchase Agreement, dated as of January 27, 2017, (this “Agreement”) is entered into by and among Miramar Labs, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I attached hereto (each an “Investor” and collectively, the “Investors”).
June 1, 2016 STRICTLY CONFIDENTIALPrivate Placement Engagement Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • 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”).
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 2, 2016, by and 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 the signature pages hereto (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), immediately prior to the Borrower Change in Name (defined below), MIRAMAR LABS, INC., a Delaware corporation (“Miramar”), immediately after the Borrower Change in Name, MIRAMAR TECHOLOGIES, INC. (“Miramar Technologies” and, together with Miramar, the “Borrower”) with offices located at 2790 Walsh Ave., Santa Clara, CA 95051.
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into, effective as of May 27, 2016 (the “Effective Date”), by and between Miramar Labs, Inc. (the “Company”) and R. Michael Kleine (“Executive”).
AMENDMENT NO. 1 TO ASSIGNMENT AND LICENSE AGREEMENT AND ASSIGNMENT AGREEMENTAssignment and License Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus
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”).
ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus
THIS ASSIGNMENT AND LICENSE AGREEMENT (“Agreement”) is entered into and effective this 31st day of December, 2008 (“Effective Date”), by and between The Foundry, Inc., a Delaware corporation, having a place of business at 199 Jefferson Drive, Menlo Park, CA 94025 (“The Foundry”), and Miramar Labs, Inc. (previously known as Foundry Newco X, Inc.), a Delaware corporation, having a place of business at 199 Jefferson Drive, Menlo Park, CA 94025 (“Miramar”).
LOCK-UP AGREEMENTLock-Up Agreement • October 14th, 2016 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This LOCK-UP AGREEMENT (this “Agreement”) is made as of June __, 2016 by and between the undersigned person or entity (the “Restricted Holder”) and Miramar Labs, Inc. (formerly KTL Bamboo International Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
DEFAULT WAIVER AND FIFTH AMENDMENTLoan and Security Agreement • May 16th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 25, 2017, by and 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 the signature pages hereto (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), MIRAMAR TECHOLOGIES, INC. and MIRAMAR LABS, INC., (individually and collectively, jointly and severally, “Borrower”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 16th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • California
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 7, 2017, and effective as of January 27, 2017, by and 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 the signature pages hereto (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), MIRAMAR TECHOLOGIES, INC. and MIRAMAR LABS, INC., (individually and collectively, jointly and severally, “Borrower”).
