ReShape Lifesciences Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT reshape lifesciences inc.
ReShape Lifesciences Inc. • April 26th, 2023 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 24, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to 800,695 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT reshape lifesciences inc.
ReShape Lifesciences Inc. • September 12th, 2023 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s ri

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COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC.
Common Stock Purchase Warrant • February 3rd, 2023 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 12th, 2023 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2023, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2020 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 5, 2020, by and between OBALON THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 28th, 2019 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2019, between Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REPRESENTATIVE’S PURCHASE WARRANT reshape lifesciences INC.
ReShape Lifesciences Inc. • January 27th, 2023 • Surgical & medical instruments & apparatus • New York

This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20283 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reshape Lifesciences, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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ReShape Lifesciences Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of _____, 2023 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • January 27th, 2023 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware

WARRANT AGENCY AGREEMENT, dated as of _____, 2022 (“Agreement”), between ReShape Lifesciences Inc., a corporation organized under the laws of Delaware (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST” or the “Warrant Agent”).

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PURCHASE AGREEMENT
Purchase Agreement • February 7th, 2020 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 2020, by and between OBALON THERAPEUTICS, INC., a Delaware corporation, (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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INDEMNITY AGREEMENT
Indemnity Agreement • September 26th, 2016 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • Delaware

This Indemnity Agreement, dated as of , 2016 is made by and between Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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OBALON THERAPEUTICS, INC. [ ● ] Shares Common Stock ($0.001 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2016 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • February 10th, 2023 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, ReShape Lifesciences Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of ReShape Lifesciences Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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OBALON THERAPEUTICS, INC. INDENTURE Dated as of ___________, 20___
Indenture • November 1st, 2017 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York

Indenture dated as of __________, 20__ between Obalon Therapeutics, Inc., a company incorporated under the laws of Delaware (“Company”), and Wilmington Trust, National Association, as trustee (“Trustee”).

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COMMON STOCK PURCHASE WARRANT rEsHAPE lIFESCIENCES iNC.
ReShape Lifesciences Inc. • July 2nd, 2021 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC.
ReShape Lifesciences Inc. • November 29th, 2023 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 22, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to 10,765,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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OBALON THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 27th, 2018 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York
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COMMON STOCK PURCHASE WARRANT rEsHAPE lIFESCIENCES iNC.
ReShape Lifesciences Inc. • June 23rd, 2022 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until December 16, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to 3,738,642 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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ENTEROMEDICS INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2021 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered on May 22, 2017 (the “Agreement Date”), between ENTEROMEDICS INC. (“Company”), a Delaware corporation with its principal place of business at 2800 Patton Road, St. Paul, Minnesota 55113; and Rajesh K. Nihalani (“Employee”), a California resident whose address is 55 Clifford, Irvine, California, 92618, for the purpose of setting forth the terms and conditions of Employee’s employment by Company.

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RETENTION AGREEMENT
Retention Agreement • May 10th, 2018 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

This Retention Agreement (the “Agreement”) is entered into by and between [_____________] (the “Executive”) and Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), on [__________], and is effective on the date on which the Executive commences employment with the Company (the “Effective Date”).

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RESHAPE LIFESCIENCES EMPLOYMENT AGREEMENT
Reshape Lifesciences Employment Agreement • April 1st, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered on October 29, 2019 (the "Agreement Date"), between ReShape Lifesciences, ("Company"), a Delaware corporation with its principal place of business at I 00 I Calle Amanecer, San Clemente, CA 92673; and Thomas Stankovich ("Employee"), a California resident whose address is 29011 Modjeska Peak, Trabuco Canyon, CA 92679, for the purpose of setting forth the terms and conditions of Employee's employment by Company.

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Contract
Obalon Therapeutics Inc • September 9th, 2016 • Surgical & medical instruments & apparatus • North Carolina

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

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CREDIT AGREEMENT
Credit Agreement • March 30th, 2021 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York
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FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • September 9th, 2016 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 29, 2016 by Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (the “Investors”) and the persons and entities listed on Exhibit B attached hereto (the “Stockholders”).

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GUARANTEE AND COLLATERAL AGREEMENT dated as of March 25, 2020 among RESHAPE LIFESCIENCES INC. and RESHAPE MEDICAL LLC as Grantors, and ARMISTICE CAPITAL MASTER FUND LTD., as Lender GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • March 30th, 2021 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • New York

Guarantee and Collateral Agreement, dated as of March 25, 2020 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, (“Grantors”), in favor of Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”).

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ASSET PURCHASE AGREEMENT by and between RESHAPE LIFESCIENCES INC. and NINJOUR HEALTH INTERNATIONAL LIMITED Dated as of July 8, 2024
Asset Purchase Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware

THIS ASSET PURCHASE AGREEMENT is entered into as of July 8, 2024, by and between ReShape Lifesciences Inc., a Delaware corporation (the “ReShape”), and Ninjour Health International Limited, a private limited company incorporated under the laws of United Kingdom (“Buyer”). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Buyer are referred to in this Agreement collectively as the “Parties,” and individually as a “Party.”

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated July 8, 2024, by and among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), Raider Lifesciences Inc., a Delaware corporation and wholly-owned subsidiary of ReShape (“Merger Sub”), and Vyome Therapeutics, Inc., a Delaware corporation (“Vyome”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.

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DISTRIBUTION AGREEMENT
Distribution Agreement • September 26th, 2016 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

THIS DISTRIBUTION AGREEMENT (this “Agreement”) dated as of June 26, 2013 (the “Effective Date”), is entered into between OBALON THERAPEUTICS, INC., a Delaware corporation, with offices at 55421 Avenida Encinas, Suite F, Carlsbad, CA, 92008 (“Obalon”), and BADER SULTAN & BROS CO W.L.L., with an address at PO Box 867, 13009 Kuwait (“Distributor”). The parties hereby agree as follows:

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • June 19th, 2020 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

THIS TRANSITION AND CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of June 11, 2020 (the “Effective Date”) by and between Obalon Therapeutics, Inc. (the “Company”) and Amy Vandenberg (“Consultant”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 12th, 2023 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • New York
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VOTING AND SUPPORT AGREEMENT AMONG RESHAPE LIFESCIENCES INC. AND CERTAIN STOCKHOLDERS OF VYOME THERAPEUTICS, INC. DATED AS OF
Voting and Support Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
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AGREEMENT TO AMEND SERIES C CONVERTIBLE PREFERRED STOCK
Convertible Preferred Stock • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT TO AMEND SERIES C CONVERTIBLE PREFERRED STOCK (this “Agreement”), dated as of July 8, 2024, is by and among ReShape Lifesciences Inc., a Delaware corporation (formerly known as Obalon Therapeutics, Inc.) (the “Company”), and the undersigned holders of Series C Convertible Preferred Stock of the Company (collectively, the “Parties”).

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AGREEMENT AND PLAN OF MERGER by and among OBALON THERAPEUTICS, INC., OPTIMUS MERGER SUB, INC., and RESHAPE LIFESCIENCES INC. Dated January 19, 2021
Agreement and Plan of Merger • January 20th, 2021 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated January 19, 2021, by and among Obalon Therapeutics, Inc., a Delaware corporation (“Obalon”), Optimus Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Obalon (“Merger Sub”), and ReShape Lifesciences Inc., a Delaware corporation (“ReShape”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Second Amendment • March 30th, 2021 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus

This Second Amendment (this “Second Amendment”), dated as of September 14, 2020, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”).

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OBALON THERAPEUTICS, INC. OBALON THERAPEUTICS, LLC LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 9th, 2016 • Obalon Therapeutics Inc • Surgical & medical instruments & apparatus • California

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 14, 2013, by and between Square 1 Bank (“Bank”) and Obalon Therapeutics, Inc. and Obalon Therapeutics, LLC (each a “Borrower” and collectively, “Borrowers”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made by and between Paul F. Hickey (“Employee”) and ReShape Lifesciences Inc., a Delaware corporation (“Employer,” and together with Employee, the “Parties”), effective as of July 8, 2024.

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