0000912057-02-024042 Sample Contracts

5,750,000 HealtheTech, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • New York

CREDIT SUISSE FIRST BOSTON CORPORATION UBS WARBURG WILLIAM BLAIR & COMPANY LLC STIFEL, NICOLAUS & COMPANY, INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629

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HEALTHETECH, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware

This Sixth Amended and Restated Investor Rights Agreement is made as of June 21, 2001 (the "Agreement") by and among HealtheTech, Inc. formerly Calorie Management Systems, Inc., a Delaware corporation located at 602 Park Point Drive, Suite 240, Golden, CO 80401 (the "Company"), new purchasers of Series C Preferred Stock listed on Exhibit A to this Agreement (the "New Series C Investors"), prior purchasers of Series C Preferred Stock listed on Exhibit A to this Agreement (the "Prior Series C Investors"), the Founders (as defined below), the Baby-C Holders (as defined below) and the Series A Investors and Series B Investors (as defined below).

HEALTHETECH, INC. AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware

This amendment (the "Amendment") to the Sixth Amended and Restated Investor Rights Agreement dated as of June 21, 2001, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein (the "Rights Agreement") is dated as of June 11, 2002. Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.

HEALTHETECH, INC. AMENDMENT NO. 2 TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware

This Amendment No. 2, dated as of June 12, 2002 (the "Amendment"), to the Sixth Amended and Restated Investor Rights Agreement dated as of June 21, 2001, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein, as may be amended (the "Rights Agreement"). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.

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