0001193125-11-187233 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware

This Indemnity Agreement, dated [ ], 2011, is made between ZELTIQ Aesthetics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

ZELTIQ AESTHETICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 26, 2010
Rights Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • California

This Agreement dated as of May 26, 2010, is entered into by and among Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Preferred Stockholders”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28 day of July, 2010 by and between Silicon Valley Bank (“Bank”) and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Borrower”) whose address is 4698 Willow Road, Pleasanton, CA 94588.

Manufacturing Services Agreement
Manufacturing Services Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc

Between UNICEP Packaging Inc, an Idaho USA company, with its registered office at 1702 Industrial Drive Sandpoint ID 83864 (“UNICEP”) and Zeltiq Aesthetics with its registered office at 4698 Willow Road, Pleasanton, CA 94588 (“ZELTIQ”)

April 29, 2010 Dear John:
Zeltiq Aesthetics Inc • July 13th, 2011

Zeltiq Aesthetics, Inc. (the “Company”) is pleased to have you continue to serve as an employee of the Company in the position of Chief Financial Officer, reporting to the Company’s President and Chief Executive Officer. This letter (this “Agreement”) sets forth the terms of your continued employment and amends and restates that certain offer letter agreement between you and the Company dated as of October 18, 2009 (the “Prior Agreement”) in its entirety. The terms of your continued employment are the following:

Contract
Zeltiq Aesthetics Inc • July 13th, 2011 • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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