Airsculpt Technologies, Inc. Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Standard Contracts
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AIRSCULPT TECHNOLOGIES, INC. AND THE OTHER PARTIES THERETO dated as of November 2, 2021Registration Rights Agreement • November 2nd, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
This Registration Rights Agreement (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”) is entered as of November [2], 2021 by and among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and each Person executing this Agreement and listed as an “Investor” on the signature pages hereto (collectively, together with their Permitted Transferees that become party hereto, the “Investors”).
7,000,000 Shares AIRSCULPT TECHNOLOGIES, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT October 28, 2021Underwriting Agreement • November 2nd, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Piper Sandler & Co., and SVB Leerink LLC (together, the “Representatives”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of 7,000,000 shares (the “Shares”) of the common stock, par value $0.001 per share of the Company (the “Common Stock”).
] Shares AIRSCULPT TECHNOLOGIES, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT October [ ], 2021Underwriting Agreement • October 27th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Piper Sandler & Co., and SVB Leerink LLC (together, the “Representatives”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [●] shares (the “Shares”) of the common stock, par value $0.001 per share of the Company (the “Common Stock”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between EBS Enterprises, LLC (“EBS Enterprises”), a Delaware limited liability company and Mr. Ron Zelhof (“Executive”), and shall be effective immediately following the time, and subject to, AirSculpt Technologies, Inc.’s (“AirSculpt” and together with EBS Enterprises, “Company”) registration statement on Form S-1 related to its initial public offering being declared effective (the “IPO”) by the Securities and Exchange Commission (the “Effective Date”).
STOCKHOLDERS AGREEMENTofAIRSCULPT TECHNOLOGIES, INC.dated as of November 2, 2021, as amended on July 30, 2024Stockholders Agreement • November 8th, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of November [2], 2021, among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Holders”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 6th, 2023 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 27th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS CREDIT AGREEMENT, dated as of October 2, 2018, is among EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Holdings”), EBS ENTERPRISES, LLC, a Delaware limited liability company (“EBS Enterprises”), the other Subsidiaries hereafter designated as Guarantors pursuant to Section 8.11, (together with Holdings), collectively, the “Guarantors” and each a “Guarantor”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”) and FIRST EAGLE ALTERNATIVE CAPITAL AGENT, INC. (formerly known as THL CORPORATE FINANCE, INC., a Delaware corporation (“First Eagle” or “THL”)), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Agent”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine
THIS AMENDMENT (this “Amendment”), dated as of December 26, 2024 (the “Amendment Date”), is entered into by and between AirSculpt Technologies, Inc., a Delaware corporation (the “Company”) and Philip Bodie (“Executive”).
FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 27th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), effective [_______], 2021 (the “Distribution Date”), is entered into by and among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), EBS Parent LLC, a Delaware limited liability company (the “Partnership”), and Ronald Zelhof (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and Yogesh Arvind Jashnani (“Executive”) on December 6, 2024.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 5th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Management Services Agreement (this “Agreement”) dated as of [____________], is between [____________] (the “Professional Company”), and EBS Enterprises, LLC, a Delaware limited liability company (the “Management Company”). The Professional Company and the Management Company are collectively referred to herein as the “Parties”.
FIRST AMENDMENT TO EMPLOYEE COVENANTS AGREEMENTEmployee Covenants Agreement • October 27th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine
This First Amendment to the Employee Covenants Agreement, dated October 2, 2018, by and between EBS Enterprises, LLC (the “Company”) and Dr. Aaron Rollins (“Employee”) (the “Covenants Agreement”) is made and entered into on the date set forth on the signature page hereto and shall be effective immediately following the time, and subject to, AirSculpt Technologies, Inc.’s registration statement on Form S-1 related to its initial public offering (“IPO”) being declared effective (the “Amendment Effective Date”) by and between the Company and Employee (the “Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Covenants Agreement.
CONTINUITY AGREEMENTContinuity Agreement • October 5th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS CONTINUITY AGREEMENT (this “Agreement”) is made and entered into as of [_______], 2021 (the “Effective Date”) by and among [_______________] (the “Professional Company”), [____________], an individual licensed to practice medicine (“Owner”), and EBS Enterprises, LLC, a Delaware limited liability company (the “Management Company”, and, together with the Professional Company and Owner, the “Parties”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 7, 2022, is entered into by and among AIRSCULPT TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Intermediate Holdings”), EBS ENTERPRISES LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”) as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), Issuing Lender and Swingline Lender.
AMENDMENT TO STOCKHOLDERS AGREEMENT OF AIRSCULPT TECHNOLOGIES, INC.Stockholders Agreement • August 2nd, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This AMENDMENT (this “Amendment”) is made this 30th day of July, 2024 to the STOCKHOLDERS AGREEMENT, dated November 2, 2021 (the “Agreement”), among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages thereto (the “Holders”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2023 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and Todd Magazine (“Executive”) this December 29 2022, with employment to commence on or before January 30, 2023 (the “Effective Date”).
STOCKHOLDERS AGREEMENT of AIRSCULPT TECHNOLOGIES, INC. dated as of [•], 2021Shareholder Agreements • October 20th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [•], 2021, among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Holders”).
EMPLOYEE COVENANTS AGREEMENTEmployee Covenants Agreement • October 27th, 2021 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
EMPLOYEE COVENANTS AGREEMENT (the “Agreement”), dated as of October 2, 2018, by and between EBS Enterprises, LLC. (the “Company”) and the person identified as “Employee” on the signature page hereof (“Employee”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2022 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 10, 2022, by and among EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Holdings”), EBS ENTERPRISES, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto which constitute the Required Lenders and FIRST EAGLE ALTERNATIVE CAPITAL AGENT, INC. (formerly known as THL CORPORATE FINANCE, INC.), a Delaware corporation (“First Eagle”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Agent”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2023 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into by and between Airsculpt Technologies, Inc., a Delaware corporation (the “Company”) and Dr. Aaron Rollins (“Executive”), and shall be effective as of January 4, 2023 (the “Effective Date”).
AIRSCULPT TECHNOLOGIES, INC.Transition Services Letter Agreement • August 9th, 2024 • Airsculpt Technologies, Inc. • Services-offices & clinics of doctors of medicine
The Board met yesterday and decided to terminate your employment as AirSculpt’s Chief Executive Officer effective as of August 8, 2024. AirSculpt will treat your employment termination as being without Cause as provided under Section 7.2 of your Employment Agreement with AirSculpt dated as of December 29, 2022 (the “Employment Agreement”). Attached to this letter is a General Release of Claims (the “Release”) that you must sign and not revoke in order to receive severance benefits under the Employment Agreement. As we have discussed, the Board has approved you serving as a consultant through the remainder of this year subject to the terms and conditions set forth below.
