ESTABLISHMENT LABS HOLDINGS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Virgin Islands
This Indemnification Agreement (this “Agreement”) is dated as of __________, 2018 (the “Effective Date”), and is between Establishment Labs Holdings Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and ______________________ (“Indemnitee”).
INVESTORS’ RIGHTS AGREEMENT May 17, 2018Investors’ Rights Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of May 17, 2018, and is between Establishment Labs Holdings Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT is entered into as of August 24, 2017 among Establishment Labs Holdings Inc., a BVI business company, limited by shares and incorporated under the laws of the British Virgin Islands (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as the Administrative Agent.
LEASE AGREEMENTLease Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
ZONA FRANCA COYOL, S. A., corporate identification card number three- one hundred one-four hundred and twenty thousand five hundred twelve, (the "Landlord"), registered in the Mercantile Section of the Public Registry under book five hundred sixty, entry ten thousand three hundred and seventy eight, consecutive one hereon represented by Huber André Garnier Kruse, personal identity card number one- four hundred sixteen- one thousand three hundred forty four, and Álvaro Carballo Pinto, personal identity card number one - five hundred and thirty six - six hundred and fifty five, acting jointly and with sufficient authority for the execution of this lease agreement which legal representation is duly recorded in the Mercantile Section of the Public Registry under book five hundred and sixty five, entry eleven thousand five hundred and ninety two, consecutive one.
ESTABLISHMENT LABS S.A. AND THE HOSPITAL GROUP SUPPLY AGREEMENTSupply Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
ESTABLISHMENT LABS S.A., a corporation organized under the laws of Costa Rica, having its registered office located in Zona Franca Coyol, Costa Rica, with company ID number 3-101-366337, (Hereinafter referred to as “ESTABLISHMENT”)
OEM/PLM SUPPLY AGREEMENTOem/PLM Supply Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This OEM/PLM and SUPPLY AGREEMENT (“Agreement”) is made by and between, Black Tie Medical, Inc., dba Tulip Medical Products (“TULIP”) and Establishment Labs S.A., a company organized and existing under the laws of Costa Rica (“ELSA”) as of July 31, 2016 (“Effective Date”) pursuant to the following terms, conditions and recitals:
SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Virgin Islands
This SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (“Amendment”) is effective as of September 14, 2016 by and between ESTABLISHMENT LABS HOLDINGS, INC., a British Virgin Islands company (the “Company”), and CPH TU, LP, a Delaware limited partnership (the “Purchaser”). The Company and the Purchaser are hereinafter referred to as the “Parties”.
LEASE AGREEMENTLease Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
ZONA FRANCA COYOL, S. A., corporate identification card number three- one hundred one-four hundred and twenty thousand five hundred twelve, (the "Landlord"), registered in the Mercantile Section of the Public Registry under book five hundred sixty, entry ten thousand three hundred and seventy nine, consecutive one, hereon represented by Álvaro Carballo Pinto, personal identity card number one - five hundred and thirty six - six hundred and fifty five, and Huber André Garnier Kruse, personal identity card number one- four hundred sixteen- one thousand three hundred forty four, and, acting jointly and with sufficient authority for the execution of this lease agreement which legal representation is duly recorded in the Mercantile Section of the Public Registry under book five hundred and sixty five, entry eleven thousand five hundred and ninety two, consecutive one, as certified in Exhibit One.
ESTABLISHMENT LABS S.A. EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 1st, 2016 by and between ESTABLISHMENT LABS S.A a corporation registered in Costa Rica with the corporate identity number 3-101-366337, represented by Juan Jose Chacon (the “Company”) and Salvador Dada Santos an individual residing at Belen, Heredia, Costa Rica, (the “Executive”).
Promissory NotePromissory Note • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED ESTABLISHMENT LABS HOLDINGS INC. (hereafter, “Borrower”), a company incorporated in the Virgin British Islands, promises to pay [______________], an individual (hereafter, “Lender”), at [___________________], or at such other place as Lender hereof may from time to time designate in writing, the principal sum of [_________________________________] Dollars ($[____________]), with interest accruing on the unpaid principal at the rate of [_______] percent ([__]%) per annum from _____________ until paid. The aforementioned principal sum represents monies owed to [_________________________] for payment on the purchase of chattels.
ESTABLISHMENT LABS HOLDINGS INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 1st, 2016 by and between ESTABLISHMENT LABS HOLDINGS INC., a BVI corporation (the “Company”) and Juan José Chacón Quirós, an individual residing at Escazú, San José, Costa Rica (the “Executive”).
CONSULTANCY AGREEMENTConsultancy Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Consultancy Agreement (the “Agreement’) is made and entered into, effective on July 1st, 2016 (the “Effective Date”) by and between ESTABLISHMENT LABS HOLDINGS INC. a company organized and existing in accordance to the laws of the British Virgin Islands, corporate identification number 1794254, represented by Juan José Chacón (the “Company”) and Salvador Dada Santos, of legal age, with domicile in Heredia, Costa Rica, (the “Consultant”).
Design, Architecture & Engineering, and Build-Out Construction Management AgreementDesign, Architecture & Engineering, and Construction Management Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Design, Architecture & Engineering and Construction Management Contract (“Contract”) is entered at the city of Alajuela, Costa Rica on the 11th day of the month of February of the year 2016, between:
ContractEmployment Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
EMPLOYMEENT AGREEMENT CONTRATO DE TRABALHO By this private Employment Agreement executed between RD&S PRODUTOS PARA SAÚDE LTDA., headquartered in the city of Sáo Paulo, at Avenida Guilherme Dumont Villares, 2450, suite 32, in the State of Sao Paulo, Postal Code 05640-004 enrolled with the Finance Ministry General Taxpayer’s List “CN.P.J./M.F. under no. 08.290.164/0001-02, by its undersigned legal representative, hereinafter referred to as EMPLOYER, and Mr. EDDIE DANIEL DE OLIVEIRA, resident and domiciled at Rua Harmonia, 990, apartment 21, city of Sao Paulo, State of Sáo Paulo, Postal Code 05435-001, bearer of Employment Booklet No. 15136 Series 00378-SP Identity Card V862615-K, enrolled with the Individual Taxpayer’s Registration “C. P. F. /M. F. “ under No. 235.770.738-02, hereinafter referred to as EMPLOYEE, have agreed to the following: Pelo presente instrumento particular de contrato de trabalho entre RD&S PRODUTOS PARA SAUDE LTDA., com sede á Avenida Guilherme Dumont Villares, 24
DEVELOPMENT, SUPPLY & LICENSE AGREEMENTDevelopment, Supply & License Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Utah
THIS DEVELOPMENT, SUPPLY & LICENSE AGREEMENT (“Agreement”), dated as of the 13th day of December, 2011 (the “Effective Date”) is between AorTech International plc with its Affiliates’ principal place of business at 19725 South Diamond Lake Road, Rogers Minnesota 55374 (“AorTech”) on the one hand, and Establishment Labs, S.A., a Costa Rican corporation with its principal place of business at B15, Zona Franca Coyol, Alajuela, Costa Rica ( “EL”). AorTech and EL are referred together as the “Parties” or separately as a “Party.”
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Manufacturing and Supply Agreement (this “Agreement”) is entered into as of the Effective Date (as defined below) by and between (1) Apollo Endosurgery, Delaware corporation having offices at 1120 S Capital of Texas Highway #300, Austin, TX 78746 (“APOLLO”), and (2) Establishment Labs, S.A a corporation organized under the laws of Costa Rica and having a principal place of business at Coyol Free Zone, B15, Alajuela, 20113, Costa Rica (“ESTABLISHMENT”). APOLLO and ESTABLISHMENT shall hereinafter be individually referred to as a “Party” and collectively as the “Parties.”
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of September 7th, 2016 (“Effective Date”), and is by and between Puregraft LLC, a Delaware Limited Liability Company having its primary office and place of business at 420 Stevens Avenue, Suite 220, Solana Beach, CA 92075, its parent company Bimini Technologies, LLC, and any affiliates and/or subsidiaries thereto (together, “Puregraft”), and Establishment Labs Holdings Inc., a company organized under the laws of the British Virgin Islands, having its primary office and place of business at Coyol Free Zone Building 15, Alajuela, Costa Rica (“Distributor”) (each a party and collectively the parties).
SUPPLY AGREEMENTSupply Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Agreement is made as of July 14, 2009, by and between NuSil Technology LLC, a Delaware Corporation, located at 1050 Cindy Lane; Carpinteria, California, U.S.A. 93013 (hereinafter called “Seller”) and ESTABLISHMENT BIOTECH, located at Carretera a Pavas, Altos del Banco Lafise, San Josd, Costa Rica (hereinafter called “Buyer”).
ContractSecurity Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS U.S. SECURITY AGREEMENT dated as of August 24, 2017 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Madryn Health Partners, LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
CRISALIX SA AND ESTABLISHMENT LABS S.A.Pilot Program Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS ASSET PURCHASE AGREEMENT (along with the exhibits and schedules hereto, this “Agreement”} is made as of November 6, 2015 by and among JAMM Technologies, Inc., a Delaware corporation (the “Purchaser”), Establishment Labs Holdings Inc., a British Virgin Islands company (the “Parent”), and Magna Equities I, LLC, a Delaware limited liability company (the “Holder”). Certain terms used in this Agreement shall have the meaning ascribed to them in Section 9 hereof.
AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 21st, 2018 • Establishment Labs Holdings Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Virgin Islands
This AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (“Amendment”) is made and entered into as of December 8 , 2015 by and between ESTABLISHMENT LABS HOLDINGS, INC., a British Virgin Islands company (the “Company”), and CPH TU, LP, a Delaware limited partnership (the “Purchaser”). The Company and the Purchaser are hereinafter referred to as the “Parties”.
