RIGHTS AGREEMENT DATED AS OF DECEMBER 11, 2002Rights Agreement • December 19th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
HEALTHETECH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2002 • Healthetech Inc • Delaware
This Indemnification Agreement ("Agreement") is effective as of , 2002 by and between HealtheTech, Inc., a Delaware corporation (the "Company"), and the indemnitee listed on the signature page hereto ("Indemnitee").
5,750,000 HealtheTech, Inc. Common Stock UNDERWRITING AGREEMENTHealthetech Inc • June 25th, 2002 • Surgical & medical instruments & apparatus • New York
UBS WARBURG LLC CREDIT SUISSE FIRST BOSTON CORPORATION WILLIAM BLAIR & COMPANY LLC STIFEL, NICOLAUS & COMPANY, INC., AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, C/O CREDIT SUISSE FIRST BOSTON CORPORATION, ELEVEN MADISON AVENUE, NEW YORK, N.Y. 10010-3629
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF HEALTHETECH, INC. Dated as ofHealthetech Inc • March 29th, 2004 • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from HealtheTech, Inc., a Delaware corporation (the “Company”), up to ( ) shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), in the amounts and at the price per share set forth in Section 1 below, subject to the provisions and upon the terms and conditions set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefore as provided herein.
July 8, 2002 DeWayne Youngberg 4235 W. 105th Place Westminster, CO 80031 Re: Change of Control Agreement Dear DeWayneHealthetech Inc • August 7th, 2002 • Surgical & medical instruments & apparatus
As we have discussed, HealtheTech, Inc.(the "Company") has agreed to extend certain benefits to you in the event your employment with the Company is terminated within eighteen months of a "Change of Control" of the Company. This letter sets out the terms of our agreement (the "Letter"). Capitalized terms are defined on Exhibit A, attached.
AMENDED AND RESTATED INTERNATIONAL DISTRIBUTION AGREEMENTInternational Distribution Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND NDD MEDIZINTECHNIK AG LICENSE AGREEMENTLicense Agreement • April 19th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • California
This Agreement dated August 21, 1999 ("Effective Date"), by and between Calorie Management Systems, Inc., a Delaware corporation with principal offices at 14586 Aloha Avenue, Saratoga, California 95070 ("CMS") and ndd Medizintechnik AG, a Swiss corporation with principal offices at Technoparkstrasse 1, CH-8005, Zurich, Switzerland ("NDD").
LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND SENSORS FOR MEDICINE AND SCIENCE, INC.Healthetech Inc • June 18th, 2002 • Surgical & medical instruments & apparatus • Delaware
This Agreement dated August 17, 1999 ("Effective Date"), is by and between Calorie Management Systems, Inc., a Delaware corporation with principal offices at 14586 Aloha Avenue, Saratoga, California 95070 and its Affiliates ("CMS") and Sensors for Medicine and Science, Inc., a Delaware corporation with principal offices at 12321 Middlebrook Road, Suite 210, Germantown, MD 20874 ("SMSI").
HEALTHETECH, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
This Sixth Amended and Restated Investor Rights Agreement is made as of June 21, 2001 (the "Agreement") by and among HealtheTech, Inc. formerly Calorie Management Systems, Inc., a Delaware corporation located at 602 Park Point Drive, Suite 240, Golden, CO 80401 (the "Company"), new purchasers of Series C Preferred Stock listed on Exhibit A to this Agreement (the "New Series C Investors"), prior purchasers of Series C Preferred Stock listed on Exhibit A to this Agreement (the "Prior Series C Investors"), the Founders (as defined below), the Baby-C Holders (as defined below) and the Series A Investors and Series B Investors (as defined below).
PROMOTION AGREEMENTPromotion Agreement • June 11th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
This Promotion Agreement ("Agreement") is made and entered into as of this 23rd day of May, 2002 ("Effective Date"), by and between HealtheTech, Inc., a Delaware corporation having its principal place of business at 523 Park Point Drive, Third Floor, Golden, Colorado 80401 USA ("HET"), and HEALTHSOUTH Corporation, located at One Healthsouth Parkway, Birmingham, Alabama 35243 ("HS").
April 5, 2002 Mr. Scott K. Meyer Erlenweg 4 D-61462 Koenigstein i. Ts., Germany Re: Change of Control Agreement Dear Scott:Healthetech Inc • May 29th, 2002 • Surgical & medical instruments & apparatus
As we have discussed, HealtheTech, Inc. (the "Company") has agreed to extend certain benefits to you in the event your employment with the Company is terminated within eighteen months of a "Change of Control" of the Company. This letter sets out the terms of our agreement (the "Letter"). Capitalized terms are defined on Exhibit A, attached.
LEASE AGREEMENT (Single Tenant for Entire Parcel—Triple Net) This Has Been Prepared For Submission To Your Attorney For Review And Approval Prior To Signing No Representation Is Made By Licensee As To Its Legal Sufficiency Or Tax Consequences CBA Text...Lease Agreement • April 12th, 2002 • Healthetech Inc • Washington
THIS LEASE AGREEMENT (the "Lease") is entered into this 17TH day of APRIL , 2000, between DALE RIVELAND, CHRISTINA M. RIVELAND, KENNETH JOHNSTONE, AND PEARL L. JOHNSTONE ("Landlord"), and HEATLHE TECH, INC. ("Tenant"). Landlord and Tenant agree as follows:
HEALTHETECH, INC. JAMES MAULT EMPLOYMENT AGREEMENTSeverance Agreement and Release • October 30th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
This Agreement is entered into as of September 13, 2002, (the "Effective Date") by and between HealtheTech, Inc. (the "Company"), and James R. Mault, M.D. ("Executive").
OFFICE LEASEHealthetech Inc • April 12th, 2002 • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
This Amended and Restated Employment Agreement (the “Restated Agreement”) is made as of this 28th day of July 2004, (“Effective Date”) by and between HealtheTech, Inc., (the “Company”), and James W. Dennis (“Executive”) (collectively, the “Parties”).
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant • May 6th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, Agassi Enterprises, Inc. (the “Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from HealtheTech, Inc., a Delaware corporation (the “Company”), up to eighty-five thousand (85,000) shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), in the amounts and at the price per share set forth in Section 1 below, subject to the provisions and upon the terms and conditions set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefore as provided herein.
ASSIGNMENT AGREEMENTAssignment Agreement • May 29th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
THIS ASSIGNMENT AGREEMENT ("Agreement") is made as of May 22, 2002 (the "Effective Date") by and between HealtheTech, a corporation organized and existing under the laws of Delaware, having an office located at 523 Park Point Drive, Golden, CO 80401 ("Assignee") and Dr. James R. Mault, MD, an individual residing at 30589 Monarch Court, Evergreen, CO 80439 ("Mault").
AMENDMENT TO LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND SENSORS FOR MEDICINE AND SCIENCE, INC.Healthetech Inc • April 19th, 2002 • Surgical & medical instruments & apparatus
LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND SENSORS FOR MEDICINE AND SCIENCE, INC.Healthetech Inc • April 19th, 2002 • Surgical & medical instruments & apparatus • Delaware
This Agreement dated August 17, 1999 ("Effective Date"), is by and between Calorie Management Systems, Inc., a Delaware corporation with principal offices at 14586 Aloha Avenue, Saratoga, California 95070 and its Affiliates ("CMS") and Sensors for Medicine and Science, Inc., a Delaware corporation with principal offices at 12321 Middlebrook Road, Suite 210, Germantown, MD 20874 ("SMSI").
HEALTHETECH, INC. UNITED STATES SALES & DISTRIBUTION AGREEMENTDistribution Agreement • April 19th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
This Agreement is made as of December 21, 2001 (the "Effective Date") by and between: HEALTHETECH, INC., which has its primary place of business located at 523 Park Point Drive, Third Floor, Golden, CO 80401 USA (hereinafter "MANUFACTURER") and US WELLNESS, Inc. which has its primary place of business located at 702 Russell Ave., Suite 100, Gaithersburg, MD 20877 USA (hereinafter "DISTRIBUTOR").
VENDOR AGREEMENT WAL-MART STORES, INC. Corporate office Bentonville, AR 72716 (501) 273-4000Payment Terms • October 30th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND THE PARTIES HERETO AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN; HOWEVER, THIS VENDOR AGREEMENT AND OTHER TERMS, CONDITIONS AND STANDARDS INCORPORATED HEREIN DO NOT CREATE AN OBLIGATION FOR PURCHASER TO PURCHASER MERCHANDISE OR OTHER GOODS.
Re: Change of Control Agreement Dear [ ]:Healthetech Inc • March 29th, 2004 • Surgical & medical instruments & apparatus
As we have discussed, HealtheTech, Inc. (the “Company”) has agreed to extend certain benefits to you in the event your employment with the Company is terminated within eighteen months of a “Change of Control” of the Company. This letter sets out the terms of our agreement (the “Letter”). Capitalized terms are defined on Exhibit A, attached.
HEALTHETECH, INC. SUPPLY & SERVICES AGREEMENTSupply & Services Agreement • May 6th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
This Supply and Services Agreement (“Agreement”) is made on March 25, 2002 (the “Effective Date”) by and between: HealtheTech, Inc., which has its primary place of business located at 523 Park Point Drive, Third Floor, Golden, CO. 80401 USA (hereinafter “HET”) and Bally Total Fitness Corporation, located at 8700 West Bryn Mawr Avenue, Chicago, IL 60631 (hereinafter “BTF”).
HEALTHETECH, INC. AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
This amendment (the "Amendment") to the Sixth Amended and Restated Investor Rights Agreement dated as of June 21, 2001, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein (the "Rights Agreement") is dated as of June 11, 2002. Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
AMENDMENT AND SUPPLEMENT TO LICENSE AGREEMENTLicense Agreement • April 19th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus
WHEREAS, Sensors for Medicine and Science, Inc. (SMSI) and Calorie Management Systems, Inc. (CMS) entered into a License Agreement effective August 17, 1999 (as amended on October 30, 1999); and
WARRANT TO PURCHASE SHARES OF COMMON STOCKHealthetech Inc • May 6th, 2003 • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, Gary Foster (the “Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from HealtheTech, Inc., a Delaware corporation (the “Company”), up to four thousand (4,000) shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), in the amounts and at the price per share set forth in Section 1 below, subject to the provisions and upon the terms and conditions set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefore as provided herein.
AGREEMENTAgreement • June 11th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT is effective as of November 7, 2001 (the "Effective Date") by and between HealtheTech, Inc., a Delaware corporation with offices located at 523 Park Point Drive, Golden, Colorado 80401 ("HET"), and Sensors for Medicine and Science, Inc., a Delaware corporation having offices at 12321 Middlebrook Road, Suite 210, Germantown, Maryland 20874 ("SMSI").
LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND NDD MEDIZINTECHNIK AG LICENSE AGREEMENTMedizintechnik Ag License Agreement • June 11th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • California
This Agreement dated August 21, 1999 ("Effective Date"), by and between Calorie Management Systems, Inc., a Delaware corporation with principal offices at 14586 Aloha Avenue, Saratoga, California 95070 ("CMS") and ndd Medizintechnik AG, a Swiss corporation with principal offices at Technoparkstrasse 1, CH-8005, Zurich, Switzerland ("NDD").
INTERNATIONAL DISTRIBUTION AGREEMENTDistribution Agreement • April 19th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
THIS AGREEMENT is made and entered into as of August 1, 2001 (the "Effective Date"), by and between HealtheTech, Inc. (along with its Affiliates, hereinafter collectively referred to as "Manufacturer"), a Delaware corporation having its offices located at 523 Park Point Drive, Golden, Colorado and SensorMedics Corporation, a subsidiary of VIASYS Healthcare, having its offices at 22705 Savi Ranch Parkway, Yorba Linda, CA 92887 existing under the laws of Delaware (along with its Affiliates, hereinafter collectively referred to as "Distributor").
LICENSE AGREEMENT BETWEEN CALORIE MANAGEMENT SYSTEMS, INC. AND NDD MEDIZINTECHNIK AG LICENSE AGREEMENTLicense Agreement • June 11th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • California
This Agreement dated August 21, 1999 ("Effective Date"), by and between Calorie Management Systems, Inc., a Delaware corporation with principal offices at 14586 Aloha Avenue, Saratoga, California 95070 ("CMS") and ndd Medizintechnik AG, a Swiss corporation with principal offices at Technoparkstrasse 1, CH-8005, Zurich, Switzerland ("NDD").
SANMINA CORPORATION AGREEMENT FOR ELECTRONIC MANUFACTURING SERVICESHealthetech Inc • April 19th, 2002 • Surgical & medical instruments & apparatus • California
This Agreement between HealtheTech, Inc., hereinafter referred to as "Customer," and Sanmina Corporation, hereinafter referred to as "Sanmina," is entered into on April 3, 2001. Sanmina shall perform manufacturing services for the Customer under the terms and conditions set forth herein.
QuickLinks -- Click here to rapidly navigate through this documentHealthetech Inc • February 25th, 2003 • Surgical & medical instruments & apparatus • Colorado
HealtheTech, Inc. (the "Company") acknowledges receipt of your conditional offer of resignation on the date hereof. This letter describes the separation agreement (the "Agreement") between you and the Company.
HEALTHETECH, INC. AMENDMENT NO. 2 TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 13th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 2, dated as of June 12, 2002 (the "Amendment"), to the Sixth Amended and Restated Investor Rights Agreement dated as of June 21, 2001, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein, as may be amended (the "Rights Agreement"). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.
AMENDMENT TO STRATEGIC AGREEMENTStrategic Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus
This Amendment to Strategic Agreement (this "Amendment") is being entered into between HealtheTech, Inc., a Delaware corporation ("HET") and HealthSouth Corporation ("HS"), effective as of December , 2002.
TERMINATION AGREEMENT AND MUTUAL GENERAL RELEASETermination Agreement and Mutual General Release • November 6th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware
THIS TERMINATION AGREEMENT AND MUTUAL GENERAL RELEASE (“Agreement”) is made and entered into this 31st day of August 2003, between Sensors for Medicine and Science, Inc. (“SMSI”) and HealtheTech, Inc. (“HETC”). SMSI and HETC may be referred to herein as “Party” or “Parties”.
