THERMAGE, INC. (a Delaware corporation) [ ] Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • September 21st, 2006 • Thermage Inc • Electromedical & electrotherapeutic apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2006 • Thermage Inc • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of , 200 by and between Thermage, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 4th, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 29, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SOLTA MEDICAL, INC. 5,700,000 Shares of Common Stock (Plus an Option to Purchase up to 855,000 Shares to Cover Over-allotments) UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • New York
Solta Medical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to you and each of the other Underwriters named in Schedule III hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 5,700,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company has granted the Underwriters the option to purchase an aggregate of up to 855,000 additional shares (the “Additional Shares”) of Common Stock as may be necessary to cover over-allotments made in connection with the offering of the Underwritten Shares. The Underwritten Shares and the Additional Shares are collectively referred to as the “Shares.”
SOLTA MEDICAL, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • August 7th, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between JOHN “JACK” GLENN (“Executive”) and Solta Medical, Inc. (the “Company”), effective as of April 1, 2013 (the “Effective Date”).
LEASE BETWEEN Sound Surgical Technologies LLC AND McCaslin Plaza, LLCLease • May 3rd, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Colorado
Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord an approximate 8,475 rentable square feet known as Suite 100 (the “Premises,” or, alternatively, the “Leased Premises”) located within McCaslin Plaza_(the “Building”), which Building is situated on land described on Exhibit A (attach legal) which has a municipal address of as 357 S McCaslin, (the “Property”), together with a non-exclusive right, subject to the provisions of this Lease, to use all appurtenances thereto, including, but not limited to, any plazas, common areas, walks, ways or other areas in the Building or on the Property designated by Landlord for the exclusive or non-exclusive use of the tenants of the Building. The leased premises is calculated by taking approximately 7,567 useable square feet and applying an allocation of the common area (“load factor”) which for the building is approximately twelve percent (12%).
SOLTA MEDICAL, INC.Restricted Stock Unit Agreement • May 4th, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California
You (“Grantee”) have been granted an award of market performance-based Restricted Stock Units under the Company’s 2006 Equity Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is the Grant Date defined below. Subject to the provisions of Appendix A and the Plan, which are attached hereto and incorporated herein in their entirety, the principal features of this award are as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG VALEANT PHARMACEUTICALS INTERNATIONAL, SAPPHIRE SUBSIDIARY CORP., VALEANT PHARMACEUTICALS INTERNATIONAL, INC. AND SOLTA MEDICAL, INC. DATED AS OF DECEMBER 15, 2013Agreement and Plan of Merger • December 17th, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2013, is by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Sapphire Subsidiary Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Solta Medical, Inc., a Delaware corporation (the “Company”), and solely for purposes of Section 9.16 hereof, Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Guarantor”).
DEVELOPMENT AND SUPPLY AGREEMENTAmendment Agreement • October 20th, 2006 • Thermage Inc • Electromedical & electrotherapeutic apparatus • California
This DEVELOPMENT AND SUPPLY AGREEMENT (“Agreement”), effective as of October 1, 1997, (the “Effective Date”), by and between Thermage, a California corporation, having a principal place of business at 905 San Ramon Valley Blvd., #110, Danville, California 94526 (“Thermage”), and Stellartech Research Corporation, having a principal place of business at 2665 Marine Way, Mountain View, California 94043 (“Stellartech”).
PATENT LICENSE AND SETTLEMENT AGREEMENTPatent License and Settlement Agreement • August 10th, 2006 • Thermage Inc • California
This Patent License and Settlement Agreement (“Agreement”) is made as of June 3, 2005 (“Effective Date”) by and between the following: (a) Thermage, Inc., a Delaware corporation with its principal place of business at 25881 Industrial Boulevard, Hayward, CA 94545 (“Thermage”); and (b) Syneron, Inc., a Delaware corporation with its principal place of business in Toronto, Canada, and Syneron Medical Ltd., an Israeli corporation with its principal place of business in Yokneam, Illit., Israel (collectively “Syneron”). Thermage and Syneron are each referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATION (“Seller”) and SOLTA MEDICAL, INC. (“Buyer”) dated as of September 12, 2011Stock Purchase Agreement • November 2nd, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of September 12, 2011 (this “Agreement”), is entered into by and between Medicis Pharmaceutical Corporation, a Delaware corporation (“Seller”), and Solta Medical, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are sometimes referred to herein as the “Parties.”
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDMENT to Stock Purchase Agreement, dated as of August 21, 2012 (this “Amendment”), is entered into by and between Solta Medical, Inc., a Delaware corporation (“Buyer”), and Medicis Pharmaceutical Corporation, a Delaware corporation (“Seller”), and amends that certain Stock Purchase Agreement, dated as of September 12, 2011 (the “Stock Purchase Agreement”), by and between Buyer and Seller. Buyer and Seller are sometimes referred to herein as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Stock Purchase Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 5th, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 30, 2013 between SILICON VALLEY BANK, a California corporation (“Bank”), and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) amends and restates, in its entirety, that certain Loan and Security Agreement between Borrower and Bank dated as of March 9, 2009 and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBLEASE AGREEMENT iANYWHERE SOLUTIONS, INC., a Delaware corporation and successor in interest to AvantGo, Inc. Sublandlord THERMAGE, INC., a California corporation Subtenant 25881 and 25901 Industrial Boulevard Hayward, California September 7, 2004Sublease Agreement • August 10th, 2006 • Thermage Inc
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 15th day of October, 2010 by and between SILICON VALLEY BANK (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial Boulevard, Hayward, CA 94545.
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED AS [REDACTED] TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Non-Competition and Non-Solicitation Agreement • November 3rd, 2010 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California
This Agreement and Amendment to Leonard C. DeBenedictis’ July 6, 2008 Non-Competition and Non-Solicitation Agreement, July 6, 2008 Change of Control and Severance Agreement, and July 6, 2008 Offer Letter and Agreement (the “Amendment”) and Release of Claims is made on September 15, 2010 between Solta Medical (formerly known as Thermage, Inc.) and Leonard C. DeBenedictis (“DeBenedictis”) (collectively “the Parties”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 2nd, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California
THIS SEVENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 25th day of October, 2011 by and between SILICON VALLEY BANK (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial Boulevard, Hayward, CA 94545.
LANDLORD’S CONSENT TO ASSIGNMENT OF LEASE IN CONNECTION WITH ACQUISITIONCertain Lease Agreement • March 14th, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
This Landlord’s Consent to Assignment of Lease in Connection with Acquisition (this “Agreement”), effective as of the 28th day of October, 2011, by and between S/I NORTH CREEK I, LLC, a Washington limited liability company (“Landlord”), and MEDICIS TECHNOLOGIES CORPORATION (f/k/a LipoSonix, Inc.), a Delaware corporation (“Tenant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2010 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2010, by and between Solta Medical, Inc., a Delaware corporation (the “Company”), and the individuals or entities whose names appear on the signature pages of this Agreement (each, a “Purchaser,” and collectively, the “Purchasers”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANICAL STATEMENTSSolta Medical Inc • January 11th, 2012 • Electromedical & electrotherapeutic apparatus
On September 12, 2011, Solta Medical, Inc. (“Solta or the Company”) entered into a stock purchase agreement (“Purchase Agreement”) with Medicis Pharmaceutical Corporation (“Medicis”) pursuant to which the Company agreed to acquire from Medicis all the outstanding shares of Medicis Technologies Corporation (f/k/a LipoSonix, Inc.) (“LipoSonix”), subject to the terms and conditions of the Purchase Agreement. In connection with the acquisition, a separate subsidiary of Medicis has agreed to transfer certain assets and assign certain agreements related to LipoSonix (collectively, the “Transaction”). The Company closed the Transaction on November 1, 2011. The transaction is to be accounted for as a business combination under accounting principles generally accepted in the United States. A more detailed description of and summary of the accounting for the acquisition is provided in the accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 4th, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS EIGHTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 29, 2012 by and between SILICON VALLEY BANK (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial Boulevard, Hayward, CA 94545.
AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • August 10th, 2006 • Thermage Inc • California
This Amended and Restated Investors Rights Agreement (this “Agreement”) is entered into as of March 12, 2002 by and among Thermâge, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”). This Agreement amends, restates and supersedes the Company’s Amended and Restated Investors Rights Agreement dated July 13, 2000 (the “Prior Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • August 11th, 2008 • Thermage Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2008, by and among the undersigned (“Stockholder”) and Thermage, Inc., a Delaware corporation (“Thermage”) and Reliant Technologies, Inc., a Delaware corporation (“Reliant”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among THERMAGE, INC., RELAY ACQUISITION COMPANY, LLC, and RELIANT TECHNOLOGIES, INC., AND, WITH RESPECT TO ARTICLES VIII AND X ONLY, STEVEN MENDELOW AS SECURITYHOLDER REPRESENTATIVE AND U.S. BANK...Agreement and Plan of Merger and Reorganization • July 11th, 2008 • Thermage Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 7, 2008 by and among Thermage, Inc., a Delaware corporation (“Thermage”), Relay Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Thermage (“Merger Sub II”), Reliant Technologies, Inc., a Delaware corporation (“Reliant”) and with respect to Articles VIII and X only, Steven Mendelow as Securityholder Representative and U.S. Bank National Association as Escrow Agent.
THIRD AMENDMENT TO LEASE (Extension of Term; Expansion of Premises)Lease • May 3rd, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into by and between MCCASLIN PLAZA LLC, a Colorado limited liability company (“Landlord”), and SOUND SURGICAL TECHNOLOGIES LLC, a Colorado limited liability company (“Tenant”), and amends that certain Lease dated May 30, 2003 (“Original Lease”), as amended by that certain First Amendment to Lease dated , 2006 (“First Amendment”), and that certain Second Amendment to Lease dated effective August 3, 2011 (“Second Amendment” and, collectively with the Original Lease and the First Amendment, the “Lease”), with respect to the premises known as Suite 100, 357 South McCaslin Boulevard, Louisville, Colorado 80027, as more particularly described in the Lease. This Third Amendment shall be effective as of the date of its execution by the last party to sign (the “Effective Date”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 2nd, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS SIXTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of September, 2011 by and between SILICON VALLEY BANK (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial Boulevard, Hayward, CA 94545.
RESTATED AND AMENDED CONSULTING AGREEMENTAnd Amended Consulting Agreement • October 20th, 2006 • Thermage Inc • Electromedical & electrotherapeutic apparatus • California
This Agreement (the “Agreement”), executed on July 30, 1998, restates and amends the Consulting Agreement by and between Thermage, a Delaware corporation (the “Company”) and Edward W. Knowlton (the “Consultant”) dated July 30, 1997 (the “Effective Date”).
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS TENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of August 5, 2013 by and between SILICON VALLEY BANK (“Bank”) and SOLTA MEDICAL, INC., a Delaware corporation (“Borrower”) whose address is 25881 Industrial Boulevard, Hayward, CA 94545.
SERVICE AGREEMENTService Agreement • August 10th, 2006 • Thermage Inc • California
THIS SERVICE AGREEMENT (this “Agreement”) is made this 14th day of January, 2003 (the “Effective Date”), by and between Stellartech Research Corporation, a California corporation, with its principal place of business at 1346 Bordeaux Drive, Sunnyvale, CA 94089 (“STELLARTECH”), and Thermâge, Inc., a Delaware corporation, with its principal place of business at 4058 Point Eden Way, Hayward CA 94545 (“CUSTOMER”).
FIRST AMENDMENT TO LEASELease • May 3rd, 2013 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of this day of , 2006, by and between MCCASLIN PLAZA LLC, a Colorado limited liability company (“Landlord”), and SOUND SURGICAL TECHNOLOGIES LLC, a Colorado limited liability company (“Tenant”).
SEVERANCE AGREEMENT AND RELEASE RECITALSSeverance Agreement and Release • August 10th, 2006 • Thermage Inc • California
This Severance Agreement and Release (“Agreement”) is made by and between Keith Mullowney (“Employee”) and Thermage, Inc. (“Company”), collectively referred to as the (“Parties”):
Medicis Solta Kara Stancell (media) Lindsay Caulfield (media)Medicis Solta • September 15th, 2011 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
SCOTTSDALE, Ariz. and HAYWARD, Calif.—September 13, 2011—Medicis Pharmaceutical Corporation (Medicis) (NYSE:MRX) and Solta Medical, Inc. (Solta; Solta Medical) (NASDAQ:SLTM) today announced that the two companies have entered into a Stock Purchase Agreement for Solta to acquire all of the outstanding shares of Medicis Technologies Corporation (formerly LipoSonix, Inc.), a subsidiary of Medicis.
LOCK-UP AGREEMENTLock-Up Agreement • April 28th, 2010 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Lock-Up Agreement (this “Agreement”) is dated as of February 22, 2010, by and between Solta Medical, Inc., a Delaware corporation (“Parent”), and the undersigned Stockholder (the “Stockholder”) of Aesthera Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FIRST AMENDMENT TO LEASELease • March 14th, 2012 • Solta Medical Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of the 27th day of January, 2012, by and among S/I NORTH CREEK I, LLC, a Washington limited liability company (“Landlord”), LIPOSONIX, INC. (f/k/a Medicis Technologies Corporation), a Delaware corporation (“Tenant”), and SOLTA MEDICAL, INC., a Delaware corporation (“Guarantor”).
SECURITY AGREEMENTSecurity Agreement • July 21st, 2008 • Thermage Inc • Electromedical & electrotherapeutic apparatus • California
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of July 14, 2008, is executed by Reliant Technologies, Inc., a Delaware corporation (together with its successors and assigns, “Company”), in favor of Thermage, Inc. (“Secured Party”).
