ENTELLUS MEDICAL, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [—]Underwriting Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
Entellus Medical, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Piper Jaffray & Co. (“Piper Jaffray”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Piper Jaffray are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [—] additional shares of Common Stock. The aforesaid [—]
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 20 , by and between Entellus Medical, Inc. (the “Company”) and [ ] (“Indemnitee”).
Re: Consulting AgreementLetter Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This letter agreement (the “Letter Agreement”) is intended to set forth a new consulting relationship with you (the “Consultant”) to reflect the change from your role as a founder, officer and employee of Entellus Medical, Inc. (the “Company”) effective November 16, 2012, (the Effective Date). Consultant is party to that certain Employment Agreement, dated as of August 15, 2006 (the “Employment Agreement”) with the Company. Pursuant to this Letter Agreement, Consultant is voluntarily terminating his full-time employment with the Company, resigning as an officer and terminating the Employment Agreement and the Company will be retaining the Consultant in the post-employment consulting relationship as discussed below. This Letter Agreement is intended to set forth new economic terms and to maintain Consultant’s obligations set forth in the Employment Agreement with respect to confidentiality, invention assignment and non-competition on substantially identical terms. This Letter Agreement
Thomas V. Ressemann Ressemann and Associates, LLC 16025 54th Avenue North 16025 54th Avenue North Plymouth, MN 55446 Plymouth, MN 55446Entellus Medical Inc • December 23rd, 2014 • Surgical & medical instruments & apparatus • Minnesota
In connection with the Letter Agreement concerning the consulting relationship between you (the “Consultant”) and Entellus Medical, Inc. (the “Company”) effective November 16, 2012, we want to confirm our agreement that the consulting services can and by this letter are hereby assigned to your limited liability company, Ressemann and Associates, LLC. (“LLC”) Pursuant to this letter, the LLC will agree to assume all duties and obligations of the Consultant under the Letter Agreement as set forth below. Nothing in this letter shall be construed to limit the survivability of certain of Consultant’s obligations under the Employment Agreement (as defined in the Letter Agreement) which pursuant to the terms of such Employment Agreement are to survive its termination. Further, nothing in this letter will supersede your personal obligations under such Letter Agreement, and the LLC shall be treated as an additional obligor thereunder.
ENTELLUS MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2014 by and between Entellus Medical, Inc., a Delaware corporation with its principal place of business at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (the “Company”) and Robert S. White, whose principal residence is at 11625 26th Avenue North, Plymouth, MN 55441 (the “Executive”).
