0001213900-20-020891 Sample Contracts

GI DYNAMICS, INC. SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note 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.

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EIGHTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Gi 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”).

SEVENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Gi 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”).

NINTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Gi 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. EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 7th, 2020 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York

THIS EIGHTH AMENDMENT (the “Amendment”), dated effective as of May 15, 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, March 31, 2020 and May 1, 2020 (as so amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.

TENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Gi Dynamics, Inc. • August 7th, 2020 • Surgical & medical instruments & apparatus • New York

This Tenth 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 29, 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, May 15, 2020 and June 15, 2020 (as so amended, the “Existing Note”).

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