Exhibit 10.6 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT TABLE OF CONTENTSRights Agreement • January 4th, 2002 • Altus Medical Inc • California
CUTERA, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 12, 2022 4.00% Convertible Senior Notes due 2029Indenture • December 12th, 2022 • Cutera Inc • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of December 12, 2022, between CUTERA, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
2,385,000 Shares CUTERA, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • April 21st, 2020 • Cutera Inc • Electromedical & electrotherapeutic apparatus • New York
Cutera, Inc., a Delaware corporation (the “Company”) proposes to sell to Piper Sandler & Co. (the “Underwriter”) an aggregate of 2,385,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 357,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
Exhibit 10.1 ALTUS MEDICAL, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of _______________, 2002 by and between Altus Medical, Inc., a Delaware corporation (the "Company"), and __________________...Indemnification Agreement • February 12th, 2002 • Altus Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2019 • Cutera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______________, by and between Cutera, Inc., a Delaware corporation (the “Corporation”), and _______________ (“Indemnitee”).
CUTERA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 15th, 2004 • Cutera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between Cutera, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RECITALSDistribution Agreement • January 4th, 2002 • Altus Medical Inc • California
ContractChange of Control and Severance Agreement • March 15th, 2011 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
CUTERA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • August 1st, 2016 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Change of Control And Severance Agreement (the “Agreement”) is made and entered into by and between Kevin P. Connors (“Executive”) and Cutera, Inc., a Delaware corporation (the “Company”), effective as of August 3, 2015 (the “Effective Date”).
CUTERA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • May 25th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between J. Daniel Plants (“Employee”) and Cutera, Inc., a Delaware corporation (the “Company”), effective as of date that Employee commences employment with the Company (the “Effective Date”).
COOPERATION AGREEMENTCooperation Agreement • May 10th, 2023 • Cutera Inc • Electromedical & electrotherapeutic apparatus • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2023, by and between Cutera, Inc., a Delaware corporation (the “Company”), and RTW Investments, LP, a Delaware limited partnership (together with its affiliates and associates, “Investor”). The Company and Investor are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.
Shares1 Cutera, Inc. Common Stock, par value $0.001 per share PURCHASE AGREEMENTPurchase Agreement • February 27th, 2004 • Cutera Inc • Electromedical & electrotherapeutic apparatus • New York
Cutera, Inc. a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several underwriters named in Schedule II hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company and outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company has also granted to the Underwriters an option to purchase up to additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
CUTERA, INC. 2.25% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENTPurchase Agreement • March 9th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus • New York
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (the “Representative”) proposes to enter into a Purchase Agreement (the “Purchase Agreement”) with Cutera, Inc., a Delaware corporation (the “Company”), providing for the offering (the “Offering”) by the several Initial Purchasers named in Schedule I to the Purchase Agreement, including the Representative (the “Initial Purchasers”), of Convertible Senior Notes of the Company (the “Securities”). The Securities will be convertible into cash, shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof, at the Company’s election.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 12th, 2022 • Cutera Inc • Electromedical & electrotherapeutic apparatus
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 7th day of December, 2022, by and between SILICON VALLEY BANK (“Bank”) and CUTERA, INC., a Delaware corporation (“Borrower”) whose address is 3240 Bayshore Boulevard, Brisbane, California 94005.
CUTERA, INC. 4.00% CONVERTIBLE SENIOR NOTES DUE 2029 PURCHASE AGREEMENT December 7, 2022Cutera Inc • December 12th, 2022 • Electromedical & electrotherapeutic apparatus • New York
FORM OF RESTRICTED STOCK UNIT AGREEMENT Cutera, Inc. Notice of Grant Restricted Stock Unit Award AgreementRestricted Stock Unit Agreement • September 10th, 2015 • Cutera Inc • Electromedical & electrotherapeutic apparatus
Cutera, Inc. (the “Company”) hereby grants you, (the “Participant”), an award of Restricted Stock Units under the Cutera, Inc. 2004 Equity Incentive Plan as amended on April 20, 2015 (the “Plan”). The date of this Restricted Stock Unit Award Agreement is . Subject to the provisions of Exhibit A (attached) and of the Plan, the principal features of this Award are as follows:
LEASE TERMINATION AGREEMENTLease Termination Agreement • August 7th, 2017 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of July ____, 2017 (the “Effective Date”), by and between SI 28, LLC, a California limited liability company (“Landlord”) and CUTERA, INC., a Delaware corporation (“Tenant”).
FORM OF OPTION AGREEMENT CUTERA, INC.Form of Option Agreement • September 10th, 2015 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan will have the same defined meanings in this Award Agreement.
CONSULTING AGREEMENTConsulting Agreement • May 12th, 2023 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Waiver and Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of August, 2022, by and between SILICON VALLEY BANK (“Bank”) and CUTERA, INC.,...Loan and Security Agreement • April 7th, 2023 • Cutera Inc • Electromedical & electrotherapeutic apparatus
AMENDMENT NO. 7 TO SALES AGENT AGREEMENTSales Agent Agreement • November 14th, 2005 • Cutera Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 7 To Sales Agent Agreement (“Amendment No. 7”) is made this 22nd day of September, 2005, between Cutera Inc. (“Cutera”) and PSS World Medical, Inc. (“PSS”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 4th day of March, 2021, by and between SILICON VALLEY BANK (“Bank”) and CUTERA, INC., a Delaware corporation (“Borrower”) whose address is 3240 Bayshore Boulevard, Brisbane, California 94005.
AMENDMENT NO. 6 TO SALES AGENT AGREEMENTSales Agent Agreement • March 25th, 2005 • Cutera Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 6 To Sales Agent Agreement (“Amendment No. 6”) is made this 10th day of November, 2004, between Cutera Inc. (formerly Altus Medical, Inc.) (“Cutera”) and PSS World Medical, Inc. (“PSS”).
SALES AGENT AGREEMENTSales Agent Agreement • February 27th, 2004 • Cutera Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SALES AGENT AGREEMENT (“Agreement”), is made by and between, ALTUS MEDICAL, INC., a Delaware corporation with offices located at 821 Cowan Road, Burlingame, CA, 94010 (“Altus”), and PSS World Medical, Inc., a Florida corporation, with offices located at 4345 Southpoint Boulevard, Jacksonville, Florida 32216 (hereinafter “PSS”) effective this 14th day of February, 2003 (the “Effective Date”).
ContractConfidential Consulting Agreement • November 18th, 2019 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
BRISBANE TECHNOLOGY PARK LEASE by and between GAL-BRISBANE, L.P., a California limited partnership as Landlord and ALTUS MEDICAL, INC. as TenantLease • January 15th, 2004 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
THIS LEASE (this “Lease”), dated as of August 5, 2003, is entered into by and between GAL-BRISBANE, L.P., a California limited partnership (“Landlord”), and ALTUS MEDICAL, INC., a Delaware corporation (“Tenant”).
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • March 1st, 2022 • Cutera Inc • Electromedical & electrotherapeutic apparatus
This Amendment (this “Amendment”) to the Existing Agreement (as hereinafter defined), is made by and between ZO Skin Health, Inc., a California corporation, having its principal place of business at 9685 Research Drive, Irvine, CA 92618 (“ZO SKIN HEALTH”), and Cutera, Inc., a Delaware corporation, having its principal place of business at 3240 Bayshore Blvd., Brisbane, CA 94005 (“Distributor,” and together with ZO SKIN HEALTH, the “Parties,” and each, a “Party”), effective as of January 1, 2022 (“Amendment Effective Date”).
CUTERA, INC. CONSULTING AGREEMENTConsulting Agreement • March 4th, 2009 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Consulting Agreement (“Agreement”) is entered into as of March 2, 2009 by and between Cutera, Inc., a Delaware corporation (the “Company”) and David A. Gollnick (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 12th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus • Texas
This Separation Agreement and Release (“Agreement”) is made by and between Jason Richey (“Employee”) and Cutera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
EXHIBIT D AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT ALTUS MEDICAL, INC. November 12, 1999Rights Agreement • January 15th, 2004 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Amended and Restated Rights Agreement (“Agreement”) is entered into as of November 12, 1999 by and among Altus Medical, Inc., a Delaware corporation (the “Company”) and the investors set forth on Exhibit A hereto (the “Investors”).
PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • August 1st, 2016 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
Cutera, Inc. (the “Company”) hereby grants you, %%FIRST_NAME%-% %%LAST_NAME%-% (the “Participant”), an award of Performance Stock Units (the “PSU”) under the Cutera, Inc. 2004 Equity Incentive Plan as amended on April 20, 2015 (the “Plan”). The date of this Performance Stock Unit Award Agreement is %%OPTION_DATE,'MONTH DD, YYYY'%-%. Subject to the provisions of Exhibit A (attached) and of the Plan, the principal features of this Award are as follows:
PURCHASE AGREEMENTPurchase Agreement • May 31st, 2022 • Cutera Inc • Electromedical & electrotherapeutic apparatus
Voce Capital Management LLC on behalf of investment funds and vehicles (collectively, the “Investment Vehicles”) managed and advised by Voce Capital Management LLC that will be allocated and purchase the Notes (as defined below) (Voce Capital Management LLC and/or the Investment Vehicles, as applicable, the “Undersigned”), is entering into this Purchase Agreement (the “Agreement”) with Cutera, Inc. (the “Company”) on May 24, 2022, whereby the Undersigned will purchase (the “Purchase”) the Company’s 2.25% Convertible Senior Notes due 2028 (the “Notes”) having the terms set forth on Exhibit A hereto that will be issued pursuant to the provisions of an Indenture to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
Cutera, Inc. 3240 Bayshore Boulevard Brisbane, CA 94005Cutera Inc • January 8th, 2015 • Electromedical & electrotherapeutic apparatus • Delaware
This letter (this “Agreement”) constitutes the agreement between Cutera, Inc., a Delaware corporation (the “Company”), on the one hand, and Voce Capital Management LLC, a California limited liability company (“Voce”), and J. Daniel Plants, an individual resident in California (“Plants” and together with Voce, the “Investors”), on the other hand, with respect to the matters set forth below.
FORM OF PERFORMANCE STOCK UNIT AGREEMENT Cutera, Inc. Notice of Grant Performance Stock Unit Award AgreementPerformance Stock Unit Agreement • September 10th, 2015 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
Cutera, Inc. (the “Company”) hereby grants you, (the “Participant”), an award of Performance Stock Units (the “PSU”) under the Cutera, Inc. 2004 Equity Incentive Plan as amended on April 20, 2015 (the “Plan”). The date of this Performance Stock Unit Award Agreement is . Subject to the provisions of Exhibit A (attached) and of the Plan, the principal features of this Award are as follows:
AMENDMENT TO THE DISTRIBUTION AGREEMENTThe Distribution Agreement • August 6th, 2021 • Cutera Inc • Electromedical & electrotherapeutic apparatus • California
This Amendment (the “Amendment”) to the Existing Agreement (as hereinafter defined), is made by and between ZO Skin Health, Inc., a California corporation, having its principal place of business at 9685 Research Drive, Irvine, CA 92618 (''ZO SKIN HEALTH"), and Cutera, Inc., a Delaware corporation, having its principal place of business at 3240 Bayshore Blvd., Brisbane, CA 94005 ("Distributor," and together with ZO SKIN HEALTH, the “Parties,” and each, a “Party”), effective as of June 14, 2021 (“Amendment Effective Date”).
