INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______, 20__ between GI Dynamics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
GI DYNAMICS, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 4th day of September, 2020, by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Subsection 6.9 hereof, which are referred to in this Agreement collectively as the “Investors” and individually as an “Investor.”
GI Dynamics, Inc. Note and Warrant Purchase AgreementNote and Warrant Purchase Agreement • May 17th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 15th day of March, 2019 (the “Effective Date”) by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).
GI DYNAMICS, INC. VOTING AGREEMENTVoting Agreement • September 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 4th day of September, 2020, by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), each holder of Series A Preferred Stock, $0.01 par value per share, of the Company (“Series A Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain holders of common stock, $0.01 par value per share, of the Company (“Common Stock”) listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b) or 7.2 below, the “Key Holders,” and, collectively with the Investors, the “Stockholders”).
GI DYNAMICS, INC. SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 7th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SEVENTH AMENDMENT (the “Amendment”), dated effective as of May 1, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019, August 21, 2019 and March 31, 2020 (as so amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
Re: Offer Letter AgreementLetter Agreement • September 20th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus
On behalf of GI Dynamics, Inc. (the “Company”) I am pleased to offer you employment with the Company on the terms and conditions set forth below.
Warrant to purchase Chess Depositary InterestsPurchase Agreement • August 15th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Warrant to Purchase CHESS Depositary Interests (the “Warrant”) certifies that, for good and valuable consideration, Crystal Amber Fund Limited (along with its permitted assignees, the “Holder”) is entitled to, and GI Dynamics, Inc., a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, as of the date of issuance set forth above (the “Issue Date”), up to such number of fully paid and non-assessable CHESS Depositary Interests (with each CDI representing 1/50th of a share of the Company’s common stock, par value $0.01 per share (the “Common Stock”)) (the “CDIs”) as determined pursuant to Section 1(a) below, at a price per CDI equal to the Exercise Price (as defined below), subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued pursuant to the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of March 15, 2019 by and between the Company and the Holder.
GI DYNAMICS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT*Adoption Agreement • August 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 10th day of August, 2020 by and between GI Dynamics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
Convertible Note Purchase Agreement GI Dynamics, Inc. Convertible Note Purchase AgreementConvertible Note Purchase Agreement • August 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Convertible Note Purchase Agreement (this “Agreement”) is made as of the 4th day of August, 2020 (the “Effective Date”) among GI Dynamics, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually, a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Notes (as defined below).
Re: Offer Letter AgreementLetter Agreement • April 30th, 2014 • Gi Dynamics, Inc. • Massachusetts
On behalf of GI Dynamics, Inc. (the “Company”), I am pleased to offer you employment with the Company on the terms and conditions set forth below.
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 17th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT (the “Amendment”), dated effective as of March 29, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018 (collectively, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
GI Dynamics, Inc. Note and Warrant Purchase AgreementNote and Warrant Purchase Agreement • August 15th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 8th day of May, 2019 (the “Effective Date”) by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT (the “Amendment”), dated effective as of August 21, 2019, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April 30, 2019 and June 30, 2019 (as so amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
EIGHTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • August 7th, 2020 • Surgical & medical instruments & apparatus • New York
This Eighth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of May 15, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019, August 21, 2019, March 31, 2020 and May 1, 2020 (as so amended, the “Existing Note”).
GI DYNAMICS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 2017 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of June, 2017 (the “Effective Date”) by and among GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).
SEVENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • August 7th, 2020 • Surgical & medical instruments & apparatus • New York
This Seventh Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of May 1, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019, August 21, 2019 and March 31, 2020 (as so amended, the “Existing Note”).
SIXTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • May 6th, 2020 • Surgical & medical instruments & apparatus • New York
This Sixth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of March 31, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019 and August 21, 2019 (as so amended, the “Existing Note”).
CONSULTING AGREEMENTConsulting Agreement • January 15th, 2021 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This CONSULTING AGREEMENT (the “Agreement”) is effective the 31st day of December 2020 (the “Effective Date”) by and between Charles R. Carter (the “Consultant”) and GI Dynamics, Inc., 320 Congress Street, Boston, MA 02210 (the “Company”).
Re: Offer Letter AgreementLetter Agreement • April 30th, 2014 • Gi Dynamics, Inc.
On behalf of GI Dynamics, Inc. (the “Company”), I am pleased to offer you employment with the Company on the terms and conditions set forth below.
Sublease Agreement Between Cambridge Technology, Inc. and GI Dynamics, Inc. Effective Date 23 May 2013Sublease Agreement • April 30th, 2014 • Gi Dynamics, Inc. • Massachusetts
This Agreement of Sublease (the “Sublease”), dated as of 23 May 2013 (the “Effective Date”), is made by and between Cambridge Technology, Inc., which is a Massachusetts corporation and a wholly-owned subsidiary of GSI Group Corporation, both with a usual place of business located at 125 Middlesex Turnpike, Bedford, MA 01730 (“Landlord”), and GI Dynamics, Inc., a Delaware corporation with a usual place of business located at One Maguire Road, Lexington, MA 02421 (“Tenant”). Landlord and Tenant may be referred to in this Sublease individually as a “Party,” or collectively as the “Parties.”
Note Exchange and Warrant Cancellation Agreement GI Dynamics, Inc. Note Exchange and Warrant Cancellation AgreementExchange and Warrant Cancellation Agreement • September 10th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Note Exchange and Warrant Cancellation Agreement (this “Agreement”) is made as of the 4th day of September, 2020 (the “Effective Date”), between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the New Note (as defined below).
GI DYNAMICS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • October 15th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Joseph Virgilio (“Employee”) and GI Dynamics, Inc., a Delaware corporation (the “Company”), effective as of date that Employee commences employment with the Company (the “Effective Date”).
THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • August 15th, 2019 • Surgical & medical instruments & apparatus • New York
This Third Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of April 30, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended December 31, 2018 and March 29, 2019 (the “Existing Note”).
GI DYNAMICS, INC. SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 3rd, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDMENT (this “Amendment”), dated effective as of November 30, 2020, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020 (as so amended, the “Agreement”), by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to the Agreement (the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • May 17th, 2019 • Surgical & medical instruments & apparatus • New York
This Second Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of March 29, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended December 31, 2018 (the “Existing Note”).
GI DYNAMICS, INC. SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 6th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS SIXTH AMENDMENT (the “Amendment”), dated effective as of March 31, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019 and August 21, 2019 (as so amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • May 16th, 2019 • Surgical & medical instruments & apparatus • New York
This Second Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of March 29, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended December 31, 2018 (the “Existing Note”).
NINTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTEGi Dynamics, Inc. • August 7th, 2020 • Surgical & medical instruments & apparatus • New York
This Ninth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of June 15, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019, June 30, 2019, August 21, 2019, March 31, 2020, May 1, 2020 and May 15, 2020 (as so amended, the “Existing Note”).
GI DYNAMICS, INC. FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 2nd, 2021 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS FOURTH AMENDMENT (this “Amendment”), dated effective as of January 29, 2021, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020, on November 30, 2020 and on December 22, 2020 (as so amended, the “Agreement”), by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to the Agreement (the “Purchasers”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Agreement.
Securities Purchase Agreement GI Dynamics, Inc. Securities Purchase AgreementSecurities Purchase Agreement • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 21st day of August, 2019 (the “Effective Date”) by and between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).
GI Dynamics, INC. FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 15th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS FOURTH AMENDMENT (the “Amendment”), dated effective as of June 30, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018, March 29, 2019 and April 30, 2019 (collectively, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
Re: Amendment to Letter AgreementGi Dynamics, Inc. • May 15th, 2017 • Surgical & medical instruments & apparatus
The purpose of this document (the “Letter Agreement Amendment”) is to amend specific paragraphs of the March 23, 2016 letter agreement (the “Letter Agreement”) between you and GI Dynamics, Inc. (the “Company”), in order to reflect negotiated and mutually acceptable new provisions pertaining to your continued employment with the Company. In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms, effective as of the date on which you sign this Letter Agreement Amendment (the “Effective Date”):
Re: Board Member Agreement Praveen Tyle Dear Praveen,Gi Dynamics, Inc. • March 3rd, 2020 • Surgical & medical instruments & apparatus
GI Dynamics, Inc. (the “Company”) is pleased to invite you to serve as a member of the Company’s board of directors (the “Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the Board, which the Company expects to occur as soon as practicable following your acceptance. The initial board vote and approval will be followed by the traditional vote of all shareholders at the next Annual General Meeting or an interim meeting should one be scheduled.
Re: Board Member AgreementGi Dynamics, Inc. • October 26th, 2020 • Surgical & medical instruments & apparatus
GI Dynamics, Inc. (the “Company”) is pleased to invite you to serve as a member of the Company’s board of directors (the “Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the Board, which the Company expects to occur as soon as practicable following your acceptance. The initial board vote and approval will be followed by the traditional vote of all shareholders at the next Annual General Meeting or an interim meeting should one be scheduled.
WARRANT TO PURCHASE COMMON STOCKConsulting Agreement • August 10th, 2016 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Warrant to Purchase Common Stock (the “Warrant”) certifies that, for good and valuable consideration, DANFORTH ADVISORS, LLC (along with its permitted assignees, the “Holder”) is entitled to, and GI DYNAMICS, INC., a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, as of the date of issuance set forth above (the “Warrant Date”), Twenty-Eight Thousand Five Hundred Thirty-Two (28,532) fully paid and nonassessable shares of Common Stock, par value $0.01 (“Common Stock”), of the Company (as adjusted pursuant to Section 3 hereof) (the “Warrant Shares”) at a price per share equal to $0.64 (as adjusted pursuant to Section 3) (the “Exercise Price”). This Warrant is issued pursuant to the Consulting Agreement (the “Consulting Agreement”) dated as of May 4, 2016 by and between the Company and Holder.
