0001193125-11-057769 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • March 7th, 2011 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This Consulting Agreement (this “Agreement”) is entered into as of October 1, 2010 (the “Effective Date”), by and between EnteroMedics Inc. (the “Company”), a Delaware corporation, whose principal place of business is 2800 Patton Road, St. Paul, MN 55113, and Augustus Advisors, Inc. (the “Consultant”), whose address is 405 Alan Road Santa Barbara, CA, 93109.

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 7th, 2011 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 3, 2011 by and between Silicon Valley Bank (“Bank”) and Enteromedics Inc., a Delaware corporation (“Borrower”), whose address is 2800 Patton Road, Saint Paul, MN 55113.

AMENDMENT NO. 2 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND ENTEROMEDICS, INC.
License Agreement • March 7th, 2011 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 2 (the “Amendment No. 2”) is entered into as of January 4, 2011 (the “Execution Date of Amendment No. 2”) by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and EnteroMedics, Inc., a private for-profit corporation located at 2800 Patton Road, Roseville, Minnesota 55113 (“COMPANY”) and amends that certain License Agreement by and between MAYO and COMPANY with an Effective Date as of February 3, 2005 (the “License Agreement”) and Amendment No. 1 to the License Agreement with an Execution Date of February 3rd, 2010 (“Amendment No. 1”) with the effect of amending, restating and replacing the following provisions in their entirety with the text set forth below:

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