INDEMNIFICATION AGREEMENTIndemnification Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Delaware
This INDEMNIFICATION AGREEMENT, made and entered into this day of January, 2005 (“Agreement”), by and between Sound Surgical Technologies Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
LEASE BETWEEN Sound Surgical Technologies LLC AND McCaslin Plaza, LLCLease Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord an approximate 8,475 rentable square feet known as Suite 100 (the “Premises,” or, alternatively, the “Leased Premises”) located within McCaslin Plaza (the “Building”), which Building is situated on land described on Exhibit A (attach legal) which has a municipal address of as 357 S McCaslin, (the “Property”), together with a non-exclusive right, subject to the provisions of this Lease, to use all appurtenances thereto, including, but not limited to, any plazas, common areas, walks, ways or other areas in the Building or on the Property designated by Landlord for the exclusive or non-exclusive use of the tenants of the Building. The leased premises is calculated by taking approximately 7,567 useable square feet and applying an allocation of the common area (“load factor”) which for the building is approximately twelve percent (12%).
Shares SOUND SURGICAL TECHNOLOGIES INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • California
Sound Surgical Technologies, a Delaware corporation (“Company”), proposes to issue and sell to the several Underwriters (as defined below) [ ] shares of its Common Stock, par value $0.0001 per share (“Securities”).
Pages where confidential treatment has been requested are stamped and places where information has been redacted have been marked with (***). AMENDMENT NO. 1Distribution Agreement • December 20th, 2004 • Sound Surgical Technologies Inc.
This Amendment No. 1 amends that distribution agreement between McKesson Medical-Surgical Inc. and Sound Surgical Technologies LLC dated as of June 14, 2004 (the “Distribution Agreement”) effective as of July 1, 2004 by adding the following provisions. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the meanings ascribed to them in the Distribution Agreement.
Extension AgreementExtension Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
This Extension Agreement is made between William W. Cimino (“Cimino”) and Sound Surgical Technologies LLC, a Colorado limited liability company (the “Company”) as of the 1st day of September 2002.
FEE PER PROCEDURE AGREEMENT No.Fee Per Procedure Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
This Fee Per Procedure Agreement (“Agreement”) is made as of the day of 200 by and between Sound Surgical Technologies LLC, a Colorado limited liability company (“SST” or “we” or “us”) with offices at 357 So. McCaslin Blvd., Suite 100, Louisville, CO 80027-2932, facsimile 720-294-2948, phone 303-926-8608, e-mail sstmail@soundsurgical.com and
CONTRIBUTION AGREEMENTContribution Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
THIS AGREEMENT (this “Agreement”), dated as of April 1, 2003 (the “Effective Date”) between Thomas J. Bogle, (“Contributor”), and Sound Surgical Technologies LLC, a Colorado limited liability company (the “Company”).
COMMON STOCK PURCHASE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SOUND SURGICAL TECHNOLOGIES INC.Common Stock Purchase Warrant • December 20th, 2004 • Sound Surgical Technologies Inc. • California
THIS COMMON STOCK PURCHASE WARRANT certifies that, for value received, Roth Capital Partners, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 2006 (the “Initial Exercise Date”)and on or prior to the close of business on 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sound Surgical Technologies Inc., a corporation incorporated in the State of Delaware (the “Company”), up to shares of Common Stock, par value $0.00001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $ [EQUAL TO 145% OF PUBLIC OFFERING PRICE], subject to adjustment hereunder. “Warrant” as used herein shall include this common stock purchase warrant and any warrants delivered in substitution or exchange therefor as provided herein.
Sound Surgical Technologies LLC Warrant TermsWarrant Agreement • December 20th, 2004 • Sound Surgical Technologies Inc.
Each warrant entitles the owner to purchase from Sound Surgical Technologies LLC (the “Company”) one Membership Unit in the Company (a “Unit”) at the price of $8,250 and is exercisable on or before the fifth anniversary of the date of issue of the warrant. If the fifth anniversary falls on other than a business day (being any day other than a Saturday, Sunday or holiday on which national banks in the United States are closed), the exercise period of the warrant will be extended through the next business day.
SUBLEASE AGREEMENTSublease Agreement • December 20th, 2004 • Sound Surgical Technologies Inc.
This Sublease made this 23rd day of June, 2004, by and between Stantec Consulting Group Inc., f/k/a The Sear-Brown Group, Inc., a New York Corporation whose address is 85 Metro Park, Rochester, NY 14623-2607 (“Sublandlord”), and Sound Surgical Technologies LLC a Colorado Limited Liability Company whose address is 357 South McCaslin Blvd. Suite 100, Louisville, CO 80027-2932 (“Subtenant”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
This Fee Per Procedure Agreement (“Agreement”) is made as of the day of 2004 by and between Sound Surgical Technologies LLC, a Colorado limited liability company (“SST” or “we” or “us”) with offices at 357 So. McCaslin Blvd., Suite 100, Louisville, CO 80027-2932, facsimile 303-926-8615, phone 303-926-8608, e-mail sstmail@soundsurgical.com and ____________________________________________________________________________________(“User” or “you” or “your”) with offices at ________________________________________________________________
AgreementDebt Settlement Agreement • December 20th, 2004 • Sound Surgical Technologies Inc.
This Agreement is made as of the 1st day of February 2002 by and between Donald B. Wingerter, an individual residing at 684 Humphrey Drive, Evergreen, CO 80439 (“Creditor”) and Sound Surgical Technologies LLC, a Colorado limited liability company with offices at 1300 Plaza Court North, Suite 103, Lafayette, CO 80026-1467 (“Company”).
Sound Surgical Technologies LLC Operating Agreement July 31, 1998 As Amended Through December 5, 2003Operating Agreement • December 20th, 2004 • Sound Surgical Technologies Inc. • Colorado
This Operating Agreement of Sound Surgical Technologies LLC, a Colorado limited liability company (the “Company”), is entered into between William W. Cimino, residing at 578 West Sagebrush Court, Louisville, CO 80027, and Douglas D. Foote, Trustee for William W. Cimino, residing at 1390 Green Willow Lane, Greenwood Village, CO 80121, being all of the members (the “Members”) of the Company, and is agreed to by the Company, as of the 31st day of July 1998.
AgreementEquity Securities Agreement • December 20th, 2004 • Sound Surgical Technologies Inc.
This Agreement is made as of the 5th day of December 2003 by and between Donald B. Wingerter, an individual residing at 684 Humphrey Drive, Evergreen, CO 80439 (“Creditor”) and Sound Surgical Technologies LLC, a Colorado limited liability company with offices at 357 So. McCaslin Blvd., Suite 100, Louisville, CO 80027 (“Company”).
