Cynosure Inc Sample Contracts

BACKGROUND
Employment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
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BACKGROUND
Employment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD, MASSACHUSETTS 01886
Reimbursement Agreement • November 3rd, 2005 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
Exhibit 1.1 CYNOSURE, INC. 5,000,000 Shares Class A Common Stock ($0.001 par value) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT
Underwriting Agreement • December 7th, 2005 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
BACKGROUND
Employment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
Class A Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2012 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among CYNOSURE, INC., MINUTEMAN MERGER SUB, INC. and HOLOGIC, INC. Dated as of February 14, 2017
Merger Agreement • February 14th, 2017 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 14th day of February, 2017, by and among Hologic, Inc., a Delaware corporation (the “Parent”), Minuteman Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Cynosure, Inc., a Delaware corporation (the “Company”).

CYNOSURE, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of March, 2013 by and between Cynosure, Inc., a Delaware corporation (the “Company”) and Joseph P. Caruso (“Executive”).

CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD, MASSACHUSETTS 01886
Reimbursement Agreement • December 7th, 2005 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
EXCLUSIVE DISTRIBUTION AGREEMENT (for the Smartxide Quadro C60 surgical laser with DOT scanner Laser System)
Exclusive Distribution Agreement • August 5th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York

THIS AGREEMENT is made by and between El. En. S.p.A., a company organized under the laws of Italy whose address is Via Baldanzese 17, 50041 Calenzano, Firenze, Italy (hereafter referred to as “El En”), and Cynosure, Inc., a Delaware corporation whose address is 5 Carlisle Road Westford MA 01886 (hereinafter referred to as “Cynosure”). This Agreement shall be effective as of November 14, 2014 (hereinafter the “Effective Date”). (Both El En and Cynosure are sometimes collectively referred to as the “Parties”, and each may be referred to in the singular as a “Party”).

Form of Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive Plan
Nonstatutory Stock Option Agreement • August 3rd, 2006 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 2nd, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of this 25th day of November, 2013 (“Effective Date”) by and between PALOMAR MEDICAL TECHNOLOGIES, LLC, a Delaware limited liability company, having a mailing address of 5 Carlisle Road, Westford, MA 01886 (the “Seller”) and NETWORK DRIVE OWNER LLC, a Delaware limited liability company, having an address at c/o Nordblom Company, Inc., 15 Third Avenue, Burlington, Massachusetts 01803 (the “Buyer”).

Cynosure, Inc.
Retention Bonus Agreement • February 22nd, 2017 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

As you know, on February 14, 2017, Cynosure, Inc. (the “Company”) and Hologic, Inc. (“Hologic”) entered into a definitive agreement for Hologic to acquire all of the outstanding equity of the Company. In connection with the transaction, the Company has established a cash bonus pool from which the Company may make certain bonus and other payments to certain of its employees.

ASSET PURCHASE AGREEMENT by and among CYNOSURE, INC., as Buyer, ELLMAN INTERNATIONAL, INC., as Seller, and ELLMAN HOLDINGS, INC. and ELLMAN HOLDING CORPORATION, as the Holding Companies Dated as of September 5, 2014
Asset Purchase Agreement • September 8th, 2014 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of September, 2014, by and among Cynosure, Inc., a Delaware corporation (“Buyer”), Ellman International, Inc., a New York corporation (“Seller”), Ellman Holdings, Inc., a Delaware corporation (“EHI”), and Ellman Holding Corporation, a Delaware corporation (“EHC” and together with EHI, the “Holding Companies” and collectively with Seller, the “Seller Parties”). Buyer and the Seller Parties may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Timothy W. Baker (the “Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Michael R. Davin (the “Executive”).

Curo Westford, LLC c/o Curo Enterprises, LLC New York, NY 10010
Lease • August 5th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

Reference is hereby made to that certain Lease dated January 31, 2005 between Glenborough Fund V, Limited Partnership, the predecessor-in-interest to Curo Westford, LLC (“Landlord”), as landlord, and Cynosure, Inc., as tenant (“Tenant”), which Lease has been amended through the Seventh Amendment of Lease dated as of April 29, 2016 (the “Seventh Amendment”) (as so amended, the “Lease”). Capitalized terms used herein, but not defined herein, shall have the meanings ascribed thereto in the Lease.

Restated and Amended External Manufacturing Agreement
External Manufacturing Agreement • August 5th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

Whereas, Columbia Electrical Contractors, Inc. d/b/a Columbia Tech (“Columbia Tech”), a Massachusetts corporation with a principal place of business of 27 Otis Street, Westborough, MA 01581, through itself and its Affiliates, as hereinafter defined, provides contract manufacturing services;

February 22, 2017 Dear Stockholder:
Merger Agreement • February 22nd, 2017 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
Form of Incentive Stock Option Agreement Granted Under 2005 Stock Incentive Plan
Incentive Stock Option Agreement • August 3rd, 2006 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
EXCLUSIVE DISTRIBUTION AGREEMENT (for Smartlipo MPX and SLT II Laser System)
Exclusive Distribution Agreement • March 8th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York

THIS AGREEMENT is made by and between El. En. S.p.A., a company organized under the laws of Italy whose address is Via Baldanzese 17, 50041 Calenzano, Firenze, Italy (hereafter referred to as “El En”), and Cynosure, Inc., a Delaware corporation whose address is 5 Carlisle Road Westford MA 01886 (hereinafter referred to as “Cynosure”). This Agreement shall be effective as of October 26, 2012 (hereinafter the “Effective Date”). (Both El En and Cynosure are sometimes collectively referred to as the “Parties”, and each may be referred to in the singular as a “Party”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of July 20, 2011 by and between Cynosure, Inc., a Delaware corporation (the “Company”) and Michael R. Davin (the “Executive”).

CYNOSURE, INC. Performance-Based Stock Unit Agreement Granted Under the Amended and Restated 2005 Stock Incentive Plan
Performance-Based Stock Unit Agreement • February 5th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware
SECOND AMENDMENT
Lease Agreement • March 13th, 2008 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into effective as of September __, 2007 (the “Effective Date”) by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”) and CYNOSURE, INC., a Delaware corporation (“Tenant”).

SEVENTH AMENDMENT OF LEASE
Lease • May 10th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS SEVENTH AMENDMENT OF LEASE (this “Amendment”) is dated as of the 29th day of April, 2016, by and between CURO WESTFORD, LLC, a Massachusetts limited liability company (“Landlord”) and CYNOSURE, INC., a Delaware corporation (‘‘Tenant’’).

SIXTH AMENDMENT
Lease Agreement • May 7th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS SIXTH AMENDMENT (the “Sixth Amendment”) is made and entered into as of the 16th day of April, 2015 (the “Execution Date”), by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT
Lease Agreement • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS FOURTH AMENDMENT (this “Fourth Amendment”) is made and entered into as of December 20, 2012, by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).

CYNOSURE, INC. CONSULTING AGREEMENT
Consulting Agreement • September 13th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This Consulting Agreement (this or the “Agreement”), dated as of September 12, 2016 is made between Cynosure, Inc., a Delaware corporation, having a principal place of business located at 5 Carlisle Road, Westford, Massachusetts 01886 (“Cynosure”), and Timothy W. Baker, an individual, having a principal place of business at 4 Buckskin Lane, Westford, Massachusetts 01886 (“Consultant”).

Form of Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive Plan
Nonstatutory Stock Option Agreement • March 12th, 2012 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
TO: <<Name>> (the “Grantee”) FROM: Timothy W. Baker, President & Chief Financial Officer SUBJECT: Restricted Stock Unit Agreement DATE: February 11, 2015
Restricted Stock Unit Agreement • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware

You have been granted, under the Cynosure, Inc. Amended and Restated 2005 Stock Incentive Plan (the “Plan”), an award of Restricted Stock Units (“RSUs”) (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Douglas J. Delaney (the “Executive”).

ASSET PURCHASE AGREEMENT dated June 27, 2011 among Cynosure, Inc., HOYA PHOTONICS, INC. and HOYA Corporation
Asset Purchase Agreement • June 29th, 2011 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Asset Purchase Agreement is entered into as of June 27, 2011 by and among Cynosure, Inc., a Delaware corporation (the “Buyer”), HOYA PHOTONICS, INC., a California corporation doing business as Hoya ConBio (the “Seller”), and HOYA Corporation, a corporation organized under the laws of Japan (“Seller Affiliate”).

NON-EXCLUSIVE PATENT LICENSE
Non-Exclusive Patent License • November 7th, 2006 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

** This material has been omitted pursuant to a request for confidential treatment and has been filed separately with the SEC. An aggregate of 17 pages were omitted pursuant to a request for confidential treatment and filed separately with the SEC.

FIFTH AMENDMENT
Lease Agreement • November 22nd, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus

THIS FIFTH AMENDMENT (the “Fifth Amendment”) is made and entered into as of the 18th day of November, 2013 (“Execution Date”), by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).

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