AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017Agreement and Plan of Merger • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 2017 (this “Agreement”), is entered into by and between Sientra, Inc., a Delaware corporation (“Parent”) and [ ] as Rights Agent (the “Rights Agent”).
OMNIBUS AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTESSientra, Inc. • June 12th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
This OMNIBUS AMENDMENT TO SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTES (this “Amendment”), is entered into this 11th day of June, 2017, by and among Miramar Labs, Inc., a Delaware corporation (the “Company”), Sientra, Inc. (“Parent”) and the Investors party hereto. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Note Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO ASSIGNMENT AND LICENSE AGREEMENT AND ASSIGNMENT AGREEMENTAssignment Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to the Assignment and License Agreement and Assignment Agreement (this “Amendment”) is made as of June 11, 2017 (the “Amendment Effective Date”), by and between Miramar Labs, Inc. (f/k/a Foundry Newco X, Inc.), a Delaware corporation (“Company” or “Miramar”), Sientra, Inc., a Delaware corporation (“Parent”), The Foundry, LLC, a Delaware limited liability company (“The Foundry”), and the individuals listed on Annex A (“Assignees”).
