EXECUTION VERSION BUSINESS TRANSFER AND TERMINATION AGREEMENT by and among ZO SKIN HEALTH, INC. AND ZO SKIN HEALTH GK AND CUTERA, INC. AND CUTERA KK Dated as of February 28, 2024 DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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EXECUTION VERSION BUSINESS TRANSFER AND TERMINATION AGREEMENT by and among ZO SKIN HEALTH, INC. AND ZO SKIN HEALTH GK AND CUTERA, INC. AND CUTERA KK Dated as of February 28, 2024 DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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BUSINESS TRANSFER AND TERMINATION AGREEMENT This Business Transfer and Termination Agreement (this “Agreement”) is dated as of February 28, 2024, by and among (i) ZO Skin Health, Inc., a California corporation (“ZO USA”), (ii) ZO Skin Health GK, a Japanese company (“ZO Japan”, and together with ZO USA, “ZO”), (iii) Cutera, Inc., a Delaware corporation (“Cutera USA”), and (iv) Cutera KK, a Japanese corporation (“Cutera Japan, and together with Cutera USA, “Cutera”). Each of ZO USA, ZO Japan, Cutera USA and Cutera Japan is individually referred to herein as a “Party” and collectively as the “Parties.” RECITALS A. ZO USA and Cutera USA entered into the Distribution Agreements pursuant to which, among other things, ZO USA granted Cutera USA the exclusive right to promote, market, sell and distribute in Japan a line of skin care products produced by or for ZO known as “ZO Skin Health” and “ZO Medical” (such products, the “ZO Skin Products”) and certain products related to the “ZO Skin Health” and “ZO Medical” product lines (such related products, the “ZO Related Products”), in each case, as listed on the relevant exhibit attached to the relevant agreement, as updated by ZO USA from time to time. B. The Distribution Agreements expire in accordance with their terms on June 14, 2024, at which point Cutera will no longer have the right to distribute ZO Products and therefore, in absence of the transactions contemplated hereby, would be subject to obligations and liabilities that could be detrimental to their ongoing business. C. The Parties desire to, pursuant to the terms and provisions of this Agreement: (i) cooperate with each other to facilitate the orderly and expeditious transition of the distribution of ZO Products in Japan (the “ZO Business”) from Cutera and their Affiliates to ZO and their Affiliates under a direct business model (the “Transition”); (ii) terminate the Distribution Agreements; (iii) cooperate with each other to facilitate the employment or retention by ZO Japan of certain employees and contractors of Cutera or their Affiliates; (iv) cooperate with the assignment of Cutera’s existing contracts with Yamato, Yamato CF and/or Atago to ZO (or one of their Affiliates) or, alternatively, cooperate with ZO Japan’s entry into new logistics, payment support and warehousing service agreements with Yamato, Yamato CF and/or Atago, as the case may be; and (v) transfer inventory and assets from Cutera (or their Affiliates) to ZO (or one of their Affiliates). NOW, THEREFORE, the Parties intending to be legally bound agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. Unless the context otherwise requires, capitalized terms used in this Agreement (including the recitals) shall have the meanings assigned to them in this Section 1.1. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control,” “controlling,” and “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or other ownership interests, by contract or otherwise) of another Person. “Agreement” is defined in the preamble. “Applicable Laws” means, in respect of any Person, any laws, rules, regulations, ordinances, directives, publicly announced guidelines or guidance, treaties, decrees or orders of any competent Government Authority and to which such Person is subject. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 2 - “Atago” means Atagosoko Co., Ltd., a company organized under the laws of Japan. “Business Day” means any day (except Saturdays, Sundays and public holidays) on which deposit-taking banks are open in each of Tokyo, Japan and Los Angeles, California (United States of America) for the normal business of over-the-counter deposit taking. “Closing” means the First Closing or the Second Closing, as the case may be. “Customer Notification” is defined in Section 3.3(a)(vi). “Customers” means any customer who purchases ZO Products, including any ZO Customer. “Cutera” is defined in the preamble. “Cutera Account” means the bank account for which the details are set forth in ANNEX A. “Cutera Indemnitees” is defined in Section 3.3(a)(ix)(2). “Cutera Japan” is defined in the preamble. “Cutera Released Claims” is defined in Section 2.2(a). “Cutera Releasors” is defined in Section 2.2(a). “Cutera USA” is defined in the preamble. “Distribution Agreements” means all agreements between ZO USA and Cutera USA relating to or involving ZO Products, including those listed on EXHIBIT A. “Due Diligence Documents” means the documents and information listed on EXHIBIT C. “Encumbrance” means any charge, claim, pledge, lien, option, collateral assignment, security interest, adverse claim, option, restrictive covenant, or any similar restriction to the foregoing, including any restriction on use, transfer or exercise of any other attribute of ownership. “Existing Atago Agreement” means the agreement, dated September 1, 2013, between Atago and Cutera Japan for the provision of services by Atago to Cutera Japan (or its Affiliates) in connection with the distribution of ZO Products by Cutera Japan pursuant to the Distribution Agreements. “Existing Yamato CF Agreement” means the agreement, dated September 1, 2023, between Yamato CF and Cutera Japan for the provision of credit and guarantee services by Yamato CF to Cutera Japan (or its Affiliates) in connection with the distribution of ZO Products by Cutera Japan pursuant to the Distribution Agreements. “Existing Yamato Logistics Agreement” means the agreement, dated September 1, 2023, between Yamato and Cutera Japan for the provision of logistics and related services by Yamato to Cutera Japan (or its Affiliates) in connection with the distribution of ZO Products by Cutera Japan pursuant to the Distribution Agreements. “First Closing” is defined in Section 3.5(a). “First Closing Date” is defined in Section 3.5(a). DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 3 - “First Closing Transferred Inventory” means all of Cutera’s inventory of ZO Products (including those held at the premises of Atago and Yamato) as of the First Closing Date that are deemed sellable by ZO USA at its sole discretion, as listed on EXHIBIT D. “First Tranche Payment” equals 50% of the Termination Payment, subject to Section 3.2(c). “Government Authority” means any (a) government, governmental entity, government authority, ministry, commission, board, accreditation body, agency or instrumentality, whether national, regional, prefectural, provincial, local or foreign, of any country; (b) court, tribunal or judicial body of any country; and (c) stock exchange or regulated over-the-counter market on which the securities of a Party or any of its Affiliates are listed or are admitted to trading. “Insolvency Event” means, in respect of a Person, any event where such Person or any of its subsidiaries makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against such Person or any of its subsidiaries seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of their debts under any Applicable Law relating to bankruptcy, insolvency or reorganization. “New Atago Agreement” means the agreement between Atago and ZO Japan for the provision of warehouse and related services. “New Yamato Logistics Agreement” means either (a) an agreement between Yamato and ZO Japan for the provision of logistics and related services, or (b) an assignment agreement between Yamato, Cutera Japan and ZO Japan for the assignment of the Existing Yamato Logistics Agreement to ZO Japan. “Non-Sellable Inventory” is defined in Section 3.3(a)(iv). “Party” and “Parties” are defined in the preamble. “Person” means a natural person, corporation, partnership, limited liability company, trust or other entities which are given, or are recognized as having, a legal personality by Applicable Law. “Reduction Amount” means the amount equal to 42.2% of Cutera’s net revenue for sales of ZO Products in Japan in accordance with the Distribution Agreements during the period commencing on January 1, 2024 and ending on the First Closing Date. “Released Cutera Persons” is defined in Section 2.2(b). “Released ZO Persons” is defined in Section 2.2(a). “Second Closing” is defined in Section 3.5(b). “Second Closing Date” is defined in Section 3.5(b). “Second Closing Transferred Inventory” means all of Cutera’s inventory of ZO Products (including those held at the premises of Atago and Yamato) as of the Second Closing Date that are deemed sellable by ZO USA at its sole discretion, as listed on EXHIBIT D. “Second Tranche Payment” is the amount equal to 50% of the Termination Payment less the Reduction Amount, subject to Section 3.2(c). “Target Employees” means the employees and contractors of Cutera or their Affiliates listed on EXHIBIT B. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 4 - “Termination Payment” equals the amount of Eleven Million Five Hundred Thousand US Dollars (USD 11,500,000.00). “Transferred Assets” means the assets listed on EXHIBIT E. “Transferring Employees” means the Target Employees who have agreed to (and who in fact do) cease their employment or service relationship with Cutera and to enter into direct employment or service relationships with ZO Japan on or prior to the First Closing Date or as promptly as possible after the First Closing Date as needed for the Target Employee to fully transition to a direct employment or service relationship with ZO Japan. “Transition” is defined in the recitals. “Transition Completion Date” means the earlier of (A) the first Business Day following the date upon which ZO Japan has (i) entered into the New Atago Agreement, (ii) entered into the New Yamato Logistics Agreement, (iii) entered into the Yamato CF Assignment Agreement, and (iv) each of Atago, Yamato and Yamato CF are fully performing the services under such relevant agreement in substantially the manner such services were previously provided to Cutera in order to allow ZO to fulfill ZO Product orders made by Customers in Japan from order entry through product delivery autonomously without support from Cutera and their Affiliates, as determined by ZO USA and Cutera USA following good faith discussions, and (B) June 14, 2024. “USD” or “US Dollars” means United States dollars, the lawful currency of the United States of America. “Yamato” means Yamato Transport Co., Ltd., a company organized under the laws of Japan. “Yamato CF Assignment Agreement” means the assignment agreement to be entered into among Yamato CF, Cutera Japan and ZO Japan for the assignment of the Existing Yamato CF Agreement to ZO Japan. “Yamato CF” means Yamato Credit & Finance Co., Ltd., a company organized under the laws of Japan. “ZO” is defined in the preamble. “ZO Business” is defined in the recitals. “ZO Customer” means any account, clinic, business or Person that has purchased ZO Products from Cutera or their Affiliates at any time since January 1, 2019, regardless of whether such customer meets the definition of “Customer” under the Distribution Agreements. “ZO Employment Agreement” means an employment or service agreement to be entered into between ZO Japan and each Transferring Employee on terms mutually acceptable to both ZO Japan and such Transferring Employee. “ZO Japan” is defined in the preamble. “ZO Products” means ZO Skin Products and ZO Related Products, individually and collectively, as the case may be. “ZO Related Products” is defined in the recitals. “ZO Released Claims” is defined in Section 2.2(b). DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 6 - (ii) Section 4.2(h) of the Distribution Agreements, but only until the Second Closing at which time Section 4.2(h) of the Distribution Agreements shall terminate; (iii) Cutera shall, and shall cause their Affiliates to, promptly destroy all of ZO’s sales and technical literature and materials and all “Proprietary Information” (as such term is defined in the Distribution Agreements) of ZO in the possession of Cutera and their Affiliates, and Cutera shall promptly certify such destruction in writing to ZO USA; and (iv) except as otherwise agreed in writing by ZO USA, Cutera shall, and shall cause their Affiliates to (1) promptly remove from Cutera’s and their Affiliates’ facilities all signs, billboards and other similar items bearing any of the “ZO SKIN HEALTH Marks” (as such term is defined in the Distribution Agreements) or identifying Cutera or any of their Affiliates as an authorized distributor of ZO Products, and (2) withdraw or cancel all registrations or filings with Government Authorities relating to the use by Cutera or any of their Affiliates of the ZO SKIN HEALTH Marks. 2.2 Releases. (a) Except as set forth in Section 2.2(c), effective as of the First Closing, Cutera USA and Cutera Japan, on each of its own behalf and on behalf of each of its Affiliates and each of its and their representatives, successors and assigns (collectively, the “Cutera Releasors”), hereby unconditionally and irrevocably releases and forever discharges each of ZO USA and ZO Japan, each of their Affiliates, and all of each of its and their respective present and former equity holders, stockholders, shareholders, members, directors, officers, managers, statutory auditors, agents, and employees (collectively, the “Released ZO Persons”), from any and all costs, expenses, damages, liabilities, obligations, losses, claims, demands, actions, rights of action, and causes of action of any kind, whether known or unknown, contingent or matured, and whether arising pursuant to statute, contract, or tort, now existing or hereafter acquired, arising from or in any way, directly or indirectly, connected with any acts or omissions under any of the Distribution Agreements by any Released ZO Persons that occurred at any time on or prior to the First Closing (collectively, the “Cutera Released Claims”). From the First Closing, the Cutera Releasors irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any claim or demand of any kind, in any court or before any tribunal (governmental or otherwise), against any Released ZO Persons based upon any Cutera Released Claims. (b) Except as set forth in Section 2.2(c), effective as of the First Closing, ZO USA and ZO Japan, on each of its own behalf and on behalf of each of its Affiliates and each of its and their representatives, successors and assigns (collectively, the “ZO Releasors”) hereby unconditionally and irrevocably releases and forever discharges each of Cutera USA and Cutera Japan, each of their Affiliates, and all of each of its and their respective present and former equity holders, stockholders, shareholders, members, directors, officers, managers, statutory auditors, agents, and employees (collectively, the “Released Cutera Persons”), from any and all costs, expenses, damages, liabilities, obligations, losses, claims, demands, actions, rights of action, and causes of action of any kind, whether known or unknown, contingent or matured, and whether arising pursuant to statute, contract, or tort, now existing or hereafter acquired, arising from or in any way, directly or indirectly, connected with any acts or omissions under any of the Distribution Agreements by any Released Cutera Persons that occurred at any time on or prior to the First Closing (collectively, the “ZO Released Claims”). From the First Closing, the ZO Releasors irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any claim or demand of any kind, in any court or before any tribunal (governmental or otherwise), against any Released Cutera Persons based upon any ZO Released Claims. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 11 - By no later than ten (10) Business Days after the First Closing Date, Cutera USA shall deliver its estimate of the Reduction Amount to ZO USA along with supporting documentation, and shall promptly respond to all reasonable questions and backup materials reasonably requested by ZO USA concerning the calculation of the Reduction Amount. (viii) Physical Deliveries (1) By the seventh (7th) Business Day after the First Closing, Cutera shall, and shall cause their Affiliates to, deliver to ZO (or an Affiliate of ZO designated in writing by ZO USA to Cutera USA), all tangible items and original agreements, including the following, to the extent that such items and agreements could not be delivered on the First Closing Date: (I) documentary evidence to the satisfaction of ZO that the First Closing Transferred Inventory is held by Xxxxxx and Atago for the benefit of ZO (or their Affiliates) on and from the First Closing Date; and (II) the Transferred Assets. (ix) Transition Efforts (1) From the First Closing Date until the Second Closing Date, Cutera shall, and shall cause their Affiliates to, provide ongoing support to ZO and their Affiliates to ensure a full and smooth Transition. Specifically, Cutera shall, and shall cause their Affiliates to, at the direction of ZO (or an Affiliate of ZO designated in writing by ZO USA to Cutera USA): (I) order ZO Products in quantities specified by ZO (or their designated Affiliate); (II) import such ZO Products on behalf of ZO (or their designated Affiliate); (III) over-label such ZO Products with labels specified by ZO (or their designated Affiliate); (IV) transfer such over-labelled products to ZO (or their designated Affiliate) for delivery by ZO (or their designated Affiliate) to Customers in Japan; and (V) take all such other actions required by this Agreement. (2) After the First Closing, ZO and their Affiliates shall have the exclusive right to sell the existing inventory of ZO Products with labeling of Cutera and their Affiliates (including those held at the premises of Atago and Yamato) deemed sellable by ZO USA, and Cutera shall, and shall cause their Affiliates to, comply with the instructions of ZO and their Affiliates in connection with the exercise of the rights of ZO and their Affiliates hereunder; provided, however, ZO USA shall indemnify, defend, and hold harmless Cutera USA, its Affiliates, and all of its and their respective present and former equity holders, stockholders, shareholders, members, directors, officers, managers, and employees (collectively the “Cutera Indemnitees”) from and against any and all costs, expenses (including reasonable attorneys’ DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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- 16 - ARTICLE V TERMINATION 5.1 Termination Event. This Agreement may be terminated prior to the Second Closing: (a) by ZO USA, immediately by written notice to Cutera USA, if: (i) an Insolvency Event occurs with respect to Cutera USA or Cutera Japan; or (ii) the Second Closing does not occur within thirty (30) Business Days after the Transition Completion Date and such delay is not caused by ZO or any of their Affiliates; (b) by Cutera USA, immediately by written notice to ZO USA, if an Insolvency Event occurs with respect to ZO USA or ZO Japan; (c) by either ZO USA or Cutera USA, immediately by written notice to the other if any Party receives a notice of any injunction, judgment, order, decree, ruling, verdict or other decision issued, promulgated or entered by or with any Government Authority of competent jurisdiction restraining or prohibiting the consummation of the transactions contemplated by this Agreement, or notice that any of the foregoing is pending or threatened; or (d) if ZO USA and Cutera USA mutually agree in writing to terminate this Agreement, then this Agreement shall terminate on the date mutually agreed by ZO USA and Cutera USA. 5.2 Effect of Termination. If this Agreement is terminated in accordance with ARTICLE V, then all rights and obligations of ZO and Cutera under this Agreement shall end (except for the provisions of ARTICLE II, this Section 5.2, and ARTICLE VI, and, in event of a termination not caused by a breach or default of ZO, Sections 3.3(b)(iii) and (iv), which shall remain in full force and effect in accordance with their terms). ARTICLE VI MISCELLANEOUS PROVISIONS 6.1 Governing Law; Dispute Resolution. (a) This Agreement, and any claim that may arise from or result under this Agreement, whether in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of the State of California, United States of America. (b) Any dispute, claim or controversy that arises out of or relates to this Agreement (whether in contract, tort or otherwise), including a dispute with respect to issues regarding or in respect of this Agreement’s negotiation, execution, performance, subject matter, or any course of conduct or dealing or actions under or in respect of this Agreement, shall be submitted to final, binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules. The Expedited Procedure Provisions shall not apply. The seat, or legal place, of the arbitration shall be California. The language to be used in the arbitral proceedings shall be English. No award or procedural order made in the arbitration shall be published. The law of this arbitration clause shall be the laws of the State of California, United States of America. 6.2 Notices and Other Communications. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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[Signature Page of Business Transfer and Termination Agreement] IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date first written above. ZO SKIN HEALTH, INC. By: Name: Xxxx X. Xxxxxxxx Title: CEO & President ZO SKIN HEALTH GK By: Name: Xxxx Xxxxxxxx Managing Member: ZO Skin Health Ireland Limited Title: Executive Manager CUTERA, INC. By: Name: Title: CUTERA KK By:____________________________________ Name: Title: Representative Director DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB Xxxxxxx Xxxxxxxx CEO Xxxxxx Xxxxxx
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EXHIBIT A Distribution Agreements 1. Distribution Agreement, dated August 5, 2013, between ZO USA and Cutera USA, in respect of the line of products known as “ZO Skin Health” (the “ZOSH Distribution Agreement,” which was subsequently amended from time to time); 2. Distribution Agreement, dated August 5, 2013, between ZO USA and Cutera USA, in respect of the line of products known as “ZO Medical” (the “ZOMD Distribution Agreement,” which was subsequently amended from time to time); 3. Amendment to the ZOSH Distribution Agreement, with effect from August 21, 2013, between ZO USA and Cutera USA; 4. Amendment to the ZOMD Distribution Agreement, with effect from August 21, 2013, between ZO USA and Cutera USA; 5. Omnibus Amendment to the ZOSH Distribution Agreement and the ZOMD Distribution Agreement, with effect from January 25, 2021, between ZO USA and Cutera USA; 6. Amendment to the ZOSH Distribution Agreement, with effect from June 14, 2021, between ZO USA and Cutera USA; 7. Amendment to the ZOSH Distribution Agreement, with effect from January 1, 2022, between ZO USA and Cutera USA; and 8. Any amendment or restatement of any agreement listed on this EXHIBIT A. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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EXHIBIT B Target Employees Dept. Name Current title New title proposal Sales Xx. Xxxxxx Xxxxx xx x 也 National Sales Manager National Field Sales Manager ナショナル フィ ールドセールス マネージャー Sales Xx. Xxxxx Xxxxxx xx x 子 Area Sales Manager Area Sales Manager エリアセールス マネージャー Sales Xx. Xxxxxx Xxxxxxx xx x 子 Area Sales Manager Area Sales Manager エリアセールス マネージャー Sales Xx. Xxxx Xxxxx xx x Area Sales Manager Area Sales Manager エリアセールス マネージャー Sales Xx. Xxx Xxxxxxxxxx xx x 薫 Area Sales Manager Area Sales Manager エリアセールス マネージャー Sales Xx. Xxxxxx Xxxxxxxx xx x 子 Area Sales Manager Area Sales Manager エリアセールス マネージャー Sales Xx. Xxxxxx Xxxxx xx x xx Area Sales Manager Area Sales Manager エリアセールス マネージャー Mgmt Xx. Xxxxx Xxxx x xx x - Sales Assistant セールス アシス タント Contractors: • Xx. Xxxxxxxx Xxxxxx DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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EXHIBIT C Due Diligence Documents 1. ZO Customer master list including all contact information as of January 15, 2024; 2. Current ZO Customer contracts and Customer contract template(s) as of January 15, 2024; 3. Current ZO Customer order forms as of January 15, 2024; 4. Historical sales data in both quantity and pricing, including discounts, by clinic and by stock keeping unit for 2023; 5. QA Product Information File (PIF: Seihin Hyoujunsho); 6. RA Product Notification to Tokyo Metropolitan Government; 7. RA Formula Translation/Compliance Review Document; 8. data file and hard copy of all brochures, leaflets, and other materials provided to ZO Customers at any time during 2023 (training material, marketing materials, detailing kits, etc.); 9. Data file for all label artwork; and 10. All employment and labor information pertaining to the Target Employees to the extent disclosure to a third party is permissible under Applicable Law. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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EXHIBIT D Transferred Inventory First Closing Transferred Inventory Sku Description Qty To Keep Location 1003 ? 2048 Yamato 1004 ? 347 Yamato 1005 ? 2583 Yamato 1006 ? 3142 Yamato 3001 ? 322 Yamato 3002 ? 323 Yamato 3003 ? 81 Yamato 3004 ? 61 Yamato 3005 ? 112 Yamato 3006 ? 94 Yamato 193004 PMP 28/410 PP lotion pump - A02 3.5cc 134 Atago 600127 2022 November GWP GBL 1998 Atago 600139 2023 January GWP Japan 360 Atago 600140 2023 February GWP GBL 1337 Yamato 900400 Exfoliating Polish 65g GBL 3560 Atago 900400 Exfoliating Polish 65g GBL 588 Yamato 904000 10% Vitamin C 50mL GBL 2084 Atago 904000 10% Vitamin C 50mL GBL 298 Yamato 904400 Growth Factor Serum 30mL GBL 127 Yamato 905400 Pigment Control Crème 4% 80mL US 4746 Atago 905400 Pigment Control Crème 4% 80mL US 1209 Yamato 905700 Pigment Control + Blending Crème 4% 80mL US 3930 Atago 905700 Pigment Control + Blending Crème 4% 80mL US 599 Yamato 906200 Brightalive 50mL GBL 372 Atago 906200 Brightalive 50mL GBL 343 Yamato 912700 Firming Serum 47mL GBL 99 Atago 912700 Firming Serum 47mL GBL 99 Yamato 916100 Balancing Cleansing Emulsion 200mL GBL 96 Atago 916100 Balancing Cleansing Emulsion 200mL GBL 36 Yamato 916900 Sheer Fluid Broad-Spectrum SPF50 50mL INTL 96 Atago 916900 Sheer Fluid Broad-Spectrum SPF50 50mL INTL 23 Yamato 917000 Body Emulsion 240mL GBL 479 Atago 917000 Body Emulsion 240mL GBL 113 Yamato 918300 Eye Brightening Crème 15 g / 0.5 OZ GBL 416 Atago 918300 Eye Brightening Crème 15 g / 0.5 OZ GBL 180 Yamato 919300 Sunscreen + Primer SPF30 30mL INTL 195 Yamato 919800 Sunscreen + Primer SPF30 75mL INTL 36 Atago 919800 Sunscreen + Primer SPF30 75mL INTL 23 Yamato 928600 Calming Toner 180mL GBL 17359 Atago DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
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928600 Calming Toner 180mL GBL 1294 Yamato 930300 Firming Serum Accelerated Kit GBL (6pk) 45 Atago 930300 Firming Serum Accelerated Kit GBL (6pk) 40 Yamato 940600 Broad-Spectrum Sunscreen SPF50 118g INTL 608 Atago 940600 Broad-Spectrum Sunscreen SPF50 118g INTL 293 Yamato 941800 Instant Pore Refiner 29g GBL 120 Atago 941800 Instant Pore Refiner 29g GBL 89 Yamato 950100 Recovery Crème 50mL GBL 10268 Atago 950100 Recovery Crème 50mL GBL 717 Yamato 950200 Renewal Crème 50mL GBL 879 Atago 950200 Renewal Crème 50mL GBL 178 Yamato 950300 Retinol Skin Brightener 0.5% 50mL GBL 276 Atago 950300 Retinol Skin Brightener 0.5% 50mL GBL 174 Yamato 950400 Retinol Skin Brightener 0.25% 50mL GBL 503 Atago 950400 Retinol Skin Brightener 0.25% 50mL GBL 456 Yamato 950500 Retinol Skin Brightener 1% 50mL GBL 568 Atago 950500 Retinol Skin Brightener 1% 50mL GBL 344 Yamato 961000 Radical Night Repair 60mL GBL 132 Atago 961000 Radical Night Repair 60mL GBL 176 Yamato 967100 Exfoliating Cleanser 200mL GBL 2340 Atago 967100 Exfoliating Cleanser 200mL GBL 773 Yamato 968600 Hydrating Cleanser 200mL GBL 852 Atago 968600 Hydrating Cleanser 200mL GBL 477 Yamato 969300 Wrinkle + Texture Repair 50mL GBL 565 Atago 969300 Wrinkle + Texture Repair 50mL GBL 129 Yamato 969600 Illuminating AOX Serum 50mL GBL 1438 Atago 969600 Illuminating AOX Serum 50mL GBL 9 Yamato 969700 Daily Power Defense 50mL GBL 5709 Atago 969700 Daily Power Defense 50mL GBL 1364 Yamato 970000 Daily Power Defense 75mL GBL 304 Atago 970000 Daily Power Defense 75mL GBL 103 Yamato 972500 Sunscreen + Powder Broad-Spectrum Medium 2.7g SPF30 INTL 792 Atago 972500 Sunscreen + Powder Broad-Spectrum Medium 2.7g SPF30 INTL 434 Yamato 973130 Growth Factor Eye Serum 15 mL GBL 351 Atago 973130 Growth Factor Eye Serum 15 mL GBL 161 Yamato 973480 Gentle Cleanser (Bundle) 88 Yamato 973600 Gentle Cleanser 200mL GBL 1507 Atago 973600 Gentle Cleanser 200mL GBL 235 Yamato Inventory from PO numbers 317, 318MA, 319 and 320MA, not yet reflected in Xxxxx’s inventory system: Row Labels Sum of Qty Shipped 2/7/2024 4426 SO1469115 4426 PO #317 and #318MA 4426 830032-02 1 DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
![slide27](https://www.sec.gov/Archives/edgar/data/1162461/000162828024022628/cutr-zosettlement027.jpg)
906200 2268 918300 324 930300 45 940600 972 968600 816 2/13/2024 60271 SO1475288 60271 PO #319 and #320MA 60271 193004 80 900400 1728 904000 1944 904400 504 905400 7080 905700 3360 906200 2052 912700 504 917000 156 918300 432 919300 1548 919800 25 928600 7776 930300 54 940600 972 941800 396 950100 12096 950200 688 950300 900 950400 864 950500 36 961000 108 967100 3072 968600 2080 969300 504 969700 9072 970000 264 973130 360 973230 80 973600 1536 2/16/2024 324 SO1479641 324 Overshipped 906200 // PO #319 #320MA 324 906200 324 Grand Total 65021 Second Closing Transferred Inventory [ ] [ ] [ ] [ ] All other sellable inventory of ZO Products owned by Cutera that is not included in the First Closing Transferred Inventory. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
![slide28](https://www.sec.gov/Archives/edgar/data/1162461/000162828024022628/cutr-zosettlement028.jpg)
EXHIBIT E Transferred Assets • Accounts payable with respect to orders placed by Cutera from ZO on or after January 2, 2024 • SIM card from the Cutera mobile phone of each Transferring Employee; provided, however, that following the First Closing Date, ZO will promptly transfer the accounts for the phone numbers associated with such SIM cards from Cutera to ZO Japan and, after the First Closing Date, ZO will be fully responsible for all charges attributable to the phone numbers associated with such SIM cards • ZO Customer master list, including all Customer contact information and rights in the underlying Customer data held by or on behalf of Cutera and utilized in the ZO Business; provided, however, that Cutera retains the right to use all such customer data in Cutera’s ongoing business • All filings, records, and reports with respect to the ZO Business or the ZO Products held by Cutera, including all ZO Product registrations and dossiers, regulatory filings and QA product information files • All records, performance reviews, disciplinary action findings, and whistle blower reports related to the ZO Business held by Cutera relating to or involving the Transferring Employees • Rights in and to any other assets held by or on behalf of Cutera that are used exclusively in the ZO Business DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB
![slide29](https://www.sec.gov/Archives/edgar/data/1162461/000162828024022628/cutr-zosettlement029.jpg)
ANNEX A Cutera Account DOMESTIC WIRE TRANSFER Instruct the paying financial institution or the payor to route all domestic wire transfers via FEDWIRE to the following ABA number: PAY TO SVB, a division of First-Citizens Bank 0000 XXXXXX XXXXX, XXXXX XXXXX, XX 00000 ROUTING & TRANSIT # 000000000 FOR CREDIT OF: CUTERA INC ADDRESS: 0000 XXXXXXXX XXXXXXXXX, XXXXXXXX XX 00000 CREDIT ACCOUNT # 3300101624 INTERNATIONAL WIRE TRANSFER Instruct the paying financial institution to advise their U.S. correspondent to pay as follows: PAY TO SILICON VALLEY BANK 0000 XXXXXX XXXXX, XXXXX XXXXX, XX 00000, XXX ROUTING & TRANSIT # 000000000 SWIFT CODE XXXXXX0X XXX CREDIT OF: CUTERA INC ADDRESS:0000 XXXXXXXX XXXXXXXXX, XXXXXXXX XX 00000 FINAL CREDIT ACCOUNT # 3300101624 IMPORTANT: Wire instructions MUST designate your FULL TEN-DIGIT ACCOUNT NUMBER. Wires received by Silicon Valley Bank, a division of First-Citizens Bank with INCOMPLETE or INVALID ACCOUNT NUMBERS may be delayed and could possibly require return to the sending bank due to new regulations. DocuSign Envelope ID: AA34735C-CA62-4A7F-881F-2C0DD3EC62DB