CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD, MASSACHUSETTS 01886Cynosure Inc • December 7th, 2005 • Electromedical & electrotherapeutic apparatus • New York
Exhibit 1.1 CYNOSURE, INC. 5,000,000 Shares Class A Common Stock ($0.001 par value) UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2005 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
BACKGROUNDEmployment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
BACKGROUNDEmployment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
BACKGROUNDEmployment Agreement • August 11th, 2005 • Cynosure Inc • Massachusetts
Class A Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2012 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.8 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE DISTRIBUTION AGREEMENT (for TriActive(TM) LaserDermology(TM) Systems, Photolight Pulsed Light Systems...Exclusive Distribution Agreement • August 11th, 2005 • Cynosure Inc
AGREEMENT AND PLAN OF MERGER by and among CYNOSURE, INC., MINUTEMAN MERGER SUB, INC. and HOLOGIC, INC. Dated as of February 14, 2017Agreement and Plan of Merger • February 14th, 2017 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 14th day of February, 2017, by and among Hologic, Inc., a Delaware corporation (the “Parent”), Minuteman Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Cynosure, Inc., a Delaware corporation (the “Company”).
CYNOSURE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of March, 2013 by and between Cynosure, Inc., a Delaware corporation (the “Company”) and Joseph P. Caruso (“Executive”).
Cynosure, Inc.Cynosure Inc • February 22nd, 2017 • Electromedical & electrotherapeutic apparatus • Massachusetts
As you know, on February 14, 2017, Cynosure, Inc. (the “Company”) and Hologic, Inc. (“Hologic”) entered into a definitive agreement for Hologic to acquire all of the outstanding equity of the Company. In connection with the transaction, the Company has established a cash bonus pool from which the Company may make certain bonus and other payments to certain of its employees.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Timothy W. Baker (the “Executive”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Michael R. Davin (the “Executive”).
Curo Westford, LLC c/o Curo Enterprises, LLC New York, NY 10010Cynosure Inc • August 5th, 2016 • Electromedical & electrotherapeutic apparatus
Reference is hereby made to that certain Lease dated January 31, 2005 between Glenborough Fund V, Limited Partnership, the predecessor-in-interest to Curo Westford, LLC (“Landlord”), as landlord, and Cynosure, Inc., as tenant (“Tenant”), which Lease has been amended through the Seventh Amendment of Lease dated as of April 29, 2016 (the “Seventh Amendment”) (as so amended, the “Lease”). Capitalized terms used herein, but not defined herein, shall have the meanings ascribed thereto in the Lease.
Restated and Amended External Manufacturing AgreementCynosure Inc • August 5th, 2016 • Electromedical & electrotherapeutic apparatus • Massachusetts
Whereas, Columbia Electrical Contractors, Inc. d/b/a Columbia Tech (“Columbia Tech”), a Massachusetts corporation with a principal place of business of 27 Otis Street, Westborough, MA 01581, through itself and its Affiliates, as hereinafter defined, provides contract manufacturing services;
CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD, MASSACHUSETTS 01886Cynosure Inc • November 3rd, 2005 • Electromedical & electrotherapeutic apparatus • New York
Form of Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive PlanCynosure Inc • August 3rd, 2006 • Electromedical & electrotherapeutic apparatus
February 22, 2017 Dear Stockholder:Cynosure Inc • February 22nd, 2017 • Electromedical & electrotherapeutic apparatus
Form of Incentive Stock Option Agreement Granted Under 2005 Stock Incentive PlanIncentive Stock Option Agreement • August 3rd, 2006 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 2nd, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of this 25th day of November, 2013 (“Effective Date”) by and between PALOMAR MEDICAL TECHNOLOGIES, LLC, a Delaware limited liability company, having a mailing address of 5 Carlisle Road, Westford, MA 01886 (the “Seller”) and NETWORK DRIVE OWNER LLC, a Delaware limited liability company, having an address at c/o Nordblom Company, Inc., 15 Third Avenue, Burlington, Massachusetts 01803 (the “Buyer”).
EXCLUSIVE DISTRIBUTION AGREEMENT (for Smartlipo MPX and SLT II Laser System)Exclusive Distribution Agreement • March 8th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
THIS AGREEMENT is made by and between El. En. S.p.A., a company organized under the laws of Italy whose address is Via Baldanzese 17, 50041 Calenzano, Firenze, Italy (hereafter referred to as “El En”), and Cynosure, Inc., a Delaware corporation whose address is 5 Carlisle Road Westford MA 01886 (hereinafter referred to as “Cynosure”). This Agreement shall be effective as of October 26, 2012 (hereinafter the “Effective Date”). (Both El En and Cynosure are sometimes collectively referred to as the “Parties”, and each may be referred to in the singular as a “Party”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of July 20, 2011 by and between Cynosure, Inc., a Delaware corporation (the “Company”) and Michael R. Davin (the “Executive”).
CYNOSURE, INC. Performance-Based Stock Unit Agreement Granted Under the Amended and Restated 2005 Stock Incentive PlanCynosure Inc • February 5th, 2016 • Electromedical & electrotherapeutic apparatus • Delaware
SECOND AMENDMENTSecond Amendment • March 13th, 2008 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT (the “Amendment”) is made and entered into effective as of September __, 2007 (the “Effective Date”) by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”) and CYNOSURE, INC., a Delaware corporation (“Tenant”).
ASSET PURCHASE AGREEMENT by and among CYNOSURE, INC., as Buyer, ELLMAN INTERNATIONAL, INC., as Seller, and ELLMAN HOLDINGS, INC. and ELLMAN HOLDING CORPORATION, as the Holding Companies Dated as of September 5, 2014Asset Purchase Agreement • September 8th, 2014 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 5th day of September, 2014, by and among Cynosure, Inc., a Delaware corporation (“Buyer”), Ellman International, Inc., a New York corporation (“Seller”), Ellman Holdings, Inc., a Delaware corporation (“EHI”), and Ellman Holding Corporation, a Delaware corporation (“EHC” and together with EHI, the “Holding Companies” and collectively with Seller, the “Seller Parties”). Buyer and the Seller Parties may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
SEVENTH AMENDMENT OF LEASELease • May 10th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS SEVENTH AMENDMENT OF LEASE (this “Amendment”) is dated as of the 29th day of April, 2016, by and between CURO WESTFORD, LLC, a Massachusetts limited liability company (“Landlord”) and CYNOSURE, INC., a Delaware corporation (‘‘Tenant’’).
SIXTH AMENDMENTCynosure Inc • May 7th, 2015 • Electromedical & electrotherapeutic apparatus
THIS SIXTH AMENDMENT (the “Sixth Amendment”) is made and entered into as of the 16th day of April, 2015 (the “Execution Date”), by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENTFourth Amendment • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS FOURTH AMENDMENT (this “Fourth Amendment”) is made and entered into as of December 20, 2012, by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).
CYNOSURE, INC. CONSULTING AGREEMENTConsulting Agreement • September 13th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This Consulting Agreement (this or the “Agreement”), dated as of September 12, 2016 is made between Cynosure, Inc., a Delaware corporation, having a principal place of business located at 5 Carlisle Road, Westford, Massachusetts 01886 (“Cynosure”), and Timothy W. Baker, an individual, having a principal place of business at 4 Buckskin Lane, Westford, Massachusetts 01886 (“Consultant”).
EXCLUSIVE DISTRIBUTION AGREEMENT (for the Smartxide Quadro C60 surgical laser with DOT scanner Laser System)Exclusive Distribution Agreement • August 5th, 2016 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • New York
THIS AGREEMENT is made by and between El. En. S.p.A., a company organized under the laws of Italy whose address is Via Baldanzese 17, 50041 Calenzano, Firenze, Italy (hereafter referred to as “El En”), and Cynosure, Inc., a Delaware corporation whose address is 5 Carlisle Road Westford MA 01886 (hereinafter referred to as “Cynosure”). This Agreement shall be effective as of November 14, 2014 (hereinafter the “Effective Date”). (Both El En and Cynosure are sometimes collectively referred to as the “Parties”, and each may be referred to in the singular as a “Party”).
Form of Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive PlanCynosure Inc • March 12th, 2012 • Electromedical & electrotherapeutic apparatus
TO: <<Name>> (the “Grantee”) FROM: Timothy W. Baker, President & Chief Financial Officer SUBJECT: Restricted Stock Unit Agreement DATE: February 11, 2015Restricted Stock Unit Award Agreement • March 13th, 2015 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware
You have been granted, under the Cynosure, Inc. Amended and Restated 2005 Stock Incentive Plan (the “Plan”), an award of Restricted Stock Units (“RSUs”) (the RSUs are collectively referred to as the “Award”). Attached to this Memorandum is an Agreement which, along with the Plan, governs your Award. You will be receiving separately a copy of the Prospectus for the Plan. The Prospectus contains important information regarding the Plan, including information regarding restrictions on your rights with respect to the RSUs granted to you. You should read the Prospectus carefully.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is by and between Cynosure, Inc., a Delaware corporation (the “Company”), and Douglas J. Delaney (the “Executive”).
ASSET PURCHASE AGREEMENT dated June 27, 2011 among Cynosure, Inc., HOYA PHOTONICS, INC. and HOYA CorporationAsset Purchase Agreement • June 29th, 2011 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Asset Purchase Agreement is entered into as of June 27, 2011 by and among Cynosure, Inc., a Delaware corporation (the “Buyer”), HOYA PHOTONICS, INC., a California corporation doing business as Hoya ConBio (the “Seller”), and HOYA Corporation, a corporation organized under the laws of Japan (“Seller Affiliate”).
NON-EXCLUSIVE PATENT LICENSEDevelopment and License Agreement • November 7th, 2006 • Cynosure Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
** This material has been omitted pursuant to a request for confidential treatment and has been filed separately with the SEC. An aggregate of 17 pages were omitted pursuant to a request for confidential treatment and filed separately with the SEC.
FIFTH AMENDMENTLetter • November 22nd, 2013 • Cynosure Inc • Electromedical & electrotherapeutic apparatus
THIS FIFTH AMENDMENT (the “Fifth Amendment”) is made and entered into as of the 18th day of November, 2013 (“Execution Date”), by and between GLENBOROUGH WESTFORD CENTER, LLC, a Delaware limited liability company (“Landlord”), and CYNOSURE, INC., a Delaware corporation (“Tenant”).
