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”).
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.
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”).
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 AGREEMENT of AIRSCULPT TECHNOLOGIES, INC. dated as of November 2, 2021Stockholders Agreement • November 2nd, 2021 • 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”).
] 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”).
SEPARATION AND GENERAL RELEASE AGREEMENTEmployee Covenants 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”).
FORM OF RESTRICTED STOCK AGREEMENTForm of Restricted 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”).
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”).
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”).
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”).
