INDEMNITY AGREEMENTIndemnity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between SIENTRA, INC., a Delaware corporation (the “Company”), and (the “Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SIENTRA, INC., a Delaware corporation, with offices located at 6769 Hollister Avenue Suite 201, Santa Barbara, CA 93117 (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of January 17, 2013 by and among Collateral Agent, Oxford, in its capacity as a Lender, and other lenders party thereto from time to time and Borrower (the “Original Agreemen
ContractSientra, Inc. • September 19th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED EXCLUSIVITY AGREEMENTExclusivity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Amended and Restated Exclusivity Agreement (Agreement) is entered into as of the Effective Date (defined below) by and between Silimed-Silicone e Instrumental Medico-Cirugico e Hospitalar LTDA, a company organized under the laws of Brazil on behalf of itself and any affiliated, controlled or otherwise related entity or person including, without limitation, any entity controlled or owned at least in part by the officers and partners (stockholders) of Silimed-Silicone e Instrumental Medico-Cirurgico e Hospitalar Ltda. (collectively, (Manufacturer) and Juliet Medical, Inc., a Delaware corporation (Company) as of the Effective Date.
ContractSientra, Inc. • September 19th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractSientra, Inc. • September 19th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 28th day of March, 2012 (the “Effective Date”), by and among Sientra, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), the stockholders listed on Exhibit B attached hereto (referred to hereinafter as the “Common Holders”) and each other Person (as defined herein) who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
Amendment No. 1 To Amended and Restated Exclusivity AgreementExclusivity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment No. 1 is the first amendment to the Agreement. The Agreement is hereby amended by inserting, immediately after Section 4.1(b), a new section to be titled Section 4.1(c) which reads:
THE TOWBES GROUP. INC. MULTI-PURPOSE COMMERCIAL BUILDING LEASETerms and Conditions • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THESE STANDARD TERMS AND CONDITIONS constitute an integral part of this Multi-Purpose Commercial Building Lease. Each reference in the Standard Terms and Conditions to information set forth in the Basic Provisions of this Lease shall be construed to incorporate all of the information to which reference is made. Any conflict between these Standard Terms and Conditions and the information set forth in the Basic Provisions shall be controlled by the terms of these Standard Terms and Conditions.
AMENDMENT NO. 2 TO AMENDED AND RESTATED EXCLUSIVITY AGREEMENTExclusivity Agreement • September 19th, 2014 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 2 (the “Amendment”) amends that certain Amended and Restated Exclusivity Agreement, dated April 4, 2007, by and between Juliet Medical, Inc. and Silimed-Silicone e Instrumental Medico-Cirugio e Hospitalar LTDA, as amended on May 12, 2010 (the “Agreement”) and shall be effective as of November 8, 2013 (the “Amendment Effective Date”). This Amendment is entered into by and between Silimed Comércio de Produtos Médico Hospitalares Ltda. (formerly known as Silimed-Silicone e Instrumental Medico-Cirugio e Hospitalar LTDA), a company incorporated under the laws of the Federal Republic of Brazil, with its registered office at Rua General Polidoro nº 158, Botafogo, Rio de Janeiro, RJ and Sientra, Inc. (formerly known as Juliet Medical, Inc.), a company incorporated under the laws of Delaware, having its principal place of business at 6769 Hollister Ave, Suite 201, Goleta, California 93117 (the “Parties” and each a “Party”).
