INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , by and between BeneChill, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BENECHILL, INC. WARRANT TO PURCHASE SERIES B PREFERRED STOCKBeneChill, Inc. • January 23rd, 2015 • Electromedical & electrotherapeutic apparatus • Minnesota
THIS CERTIFIES THAT, for value received, , or assigns (the “Holder”), is entitled to subscribe for and purchase from BENECHILL, INC, a Delaware corporation, with its principal office at 10060 Carroll Canyon Rd., Suite 100, San Diego, CA 92131 (the “Company”) Exercise Shares at a per share price equal to the Exercise Price (each subject to adjustment as provided herein). Unless indicated otherwise, the aggregate number of Exercise Shares that the Holder may purchase by exercising this warrant is equal to , subject to adjustment pursuant to the terms hereof, including but not limited to adjustments pursuant to Sections 5 and 7 below.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into and effective as of this 22nd day of July, 2014 (the “Date of Grant”), by and between BeneChill, Inc. (the “Company”) and Fred Colen (the “Grantee”).
BENECHILL, INC. WARRANT TO PURCHASE COMMON STOCKBeneChill, Inc. • January 23rd, 2015 • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, , or its assigns (the “Holder”), is entitled to subscribe for and purchase from BENECHILL, INC., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $.001 par value (the “Common Stock”), for an exercise price per share equal to $ (the “Exercise Price”). This Warrant to Purchase Common Stock (“Warrant”) is being issued pursuant to the terms of that certain Note Purchase Agreement dated November , 2014 among the Company, the Holder and the other parties thereto (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
Re: Agreement regarding Payment from Management DistributionLetter Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus
This letter agreement sets forth the agreement between you and BeneChill, Inc. (the “Company”) regarding the amount to be paid to you upon a Liquidation Event, which could take the form of an Acquisition or an Asset Sale (as such capitalized terms are defined in the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)). As we have previously discussed, the Company has agreed to pay you up to 5% of the gross proceeds from a Liquidation Event, either in cash pursuant to a Management Carve-Out Plan or the net proceeds from stock options granted to you by the Company, or a combination of the two. This letter sets forth how the amount to be paid to you upon a Liquidation Event will be calculated.
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 28, 2014 (the “Effective Date”), is by and between BeneChill, Inc., a Delaware corporation (the “Company”), having an office at 10060 Carroll Canyon Road, Suite 100, San Diego CA 92131, and John Estill, an individual residing at 7029 Via Padilla Carlsbad, CA 92009 (the “Employee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of June 10, 2014 (the “Effective Date”) by and among BENECHILL, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 21, 2011 (the “Effective Date”), is by and between BeneChill, Inc., a Delaware corporation (the “Company”), having an office at 10060 Carroll Canyon Road, Suite 100, San Diego CA 92131, and Fred Colen, an individual residing at (the “Employee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of November 11, 2014 (the “Effective Date”) by and among BENECHILL, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Re: Agreement regarding CompensationLetter Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus
This letter agreement sets forth the agreement between you and BeneChill, Inc. (the “Company”) regarding the changes to your compensation related to the Company’s plans to pursue an initial public offering. The changes to your compensation are as follows:
THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • January 23rd, 2015 • BeneChill, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this “Agreement”) is made as of November , 2012, by and among BeneChill, Inc., a Delaware corporation (the “Company”), certain holders of Series A Preferred as listed on Schedule 1 attached hereto (each, a “Series A Investor” and, collectively, the “Series A Investors”), certain holders of Series B Preferred as listed on Schedule 2 attached hereto (each a “Series B Investor” and, collectively, the “Series B Investors”), certain holders of Series C Preferred as listed on Schedule 3 attached hereto (each a “Series C Investor” and, collectively, the “Series C Investors”), certain holders of Series D Stock as listed on Schedule 4 attached hereto (each a “Series D Investor” and, collectively, the “Series D Investors”), and certain holders of Series E Preferred as listed on Schedule 5 attached hereto (each a “Series E Investor” and, collectively, the “Series E Investors”). The Series A Investors, the Series B Investors, the Series C
