] 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”).
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”).
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.
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”).
