Underwriting AgreementUnderwriting Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
Compute Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 75,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 11,250,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). If only Goldman Sachs & Co. LLC is listed on Schedule I hereto, any references to Underwriters shall refer exclusively to Goldman Sachs & Co. LLC.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Omar Ishrak (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Jean Nehmé (“Indemnitee”).
COMPUTE HEALTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 4, 2021Warrant Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 20th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
Compute Health Acquisition Corp. Wilmington, DE 19801Underwriting Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively the "Underwriters"), relating to an underwritten initial public offering (the “Public Offering”), of 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units sha
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
Compute Health Acquisition Corp.Securities Subscription Agreement • January 20th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
Compute Health Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Compute Health Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 21,562,500 shares of the Company’s Class B common stock (the “Shares”), par value $0.0001 per share (the “Class B Common Stock”), up to 2,812,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (the “IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (the “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class
FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of , 2023Warrant Agreement • July 26th, 2023 • Compute Health Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), dated as of , 2023, is by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 8.2, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801Administrative Services Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Compute Health Acquisition Corp. (the “Company”) and Compute Health Sponsor LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-252245) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1105 North Market Street, Suite 1300, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain administrative and support services as may be reasonably requested by the
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Reference is made to (a) that certain Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of the Convertible Notes (as defined below) (the “Holders”), and the other investors listed in Exhibit A thereto, (b) those certain Convertible Unsecured Promissory Notes, dated as of February 23, 2023 (as amended or restated, the “Convertible Notes”), issued by the Company to the Holders, and (c) those certain side letters, each dated as of February 23, 2023, attached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3 (the “Side Letters”), by and between Company and the applicable Holders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Convertible Note Purchase Agreement.
BACKSTOP AGREEMENTBackstop Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of May 2, 2023, by and among the Person or Persons set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”), Hunter Ventures Limited (the “Noteholder”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (as defined below) (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (the “Company” and collectively with the Investors, the Noteholder and Pubco, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Compute Health Sponsor LLC, a Delaware limited liability company (the “Contributor”), and Compute Health Acquisition Corp., a Delaware corporation (the “Company”).
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holder of the Convertible Note (as defined below) (the “Holder”), and the other investors listed in Exhibit A thereto, (b) Convertible Unsecured Promissory Note, dated as of March 15, 2023 (as amended or restated, the “Convertible Note”), issued by the Company to the Holder, and (c) side letter, dated as of March 15, 2023, attached hereto as Exhibit A (the “Side Letter”), by and between Company and the Holder. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Convertible Note Purchase Agreement.
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 (this “Amendment”), dated as of May 2, 2023, to the Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“CPUH”), Compute Health Corp., a Delaware corporation (“Merger Sub I”), Compute Health LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (the “Company”) (as amended, the “Business Combination Agreement”), is by and among CPUH, Merger Sub I, Merger Sub II, Pubco and the Company. Each of CPUH, Merger Sub I, Merger Sub II, Pubco and the Company shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Re: RSU Partial Forfeiture and Amendment AgreementRsu Partial Forfeiture and Amendment Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp. (“CPUH”), Allurion Technologies, Inc. (the “Company”), and certain other specified parties therein (the “BCA”), pursuant to which the Company will combine with CPUH in a business combination transaction (the “Business Combination”). In consideration of your continuing role with the Company, you hereby agree with the Company to amend the terms of the Restricted Stock Unit award granted to you on December 20, 2022 (the “RSU Award”) under the Company’s Amended and Restated 2020 Stock Option and Grant Plan (the “Plan”), as set forth in that certain Restricted Stock Unit Award Agreement (the “Award Agreement”), to reduce the number of Restricted Stock Units subject to such RSU Award. Capitalized terms which are used but not defined herein shall have the meanings set forth in the Award Agreement or the Plan.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 9th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Compute Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Compute Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
Allurion Technologies, Inc. Natick, MA 01760Backstop Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • New York
Reference is made to that certain (a) Backstop Agreement, dated as of the date hereof (the “Backstop Agreement”), by and among the investors party thereto (the “Investors”), including CFIP2 ALLE LLC (“Fortress”, and together with its permitted Transferees (as defined in the Backstop Agreement), the “Fortress Investors”), Hunter Ventures Limited (the “Noteholder”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (as defined below) (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (the “Company”) and (b) Bridging Agreement, dated as of February 9, 2023 (the “Bridging Agreement”), by and among the Company, as borrower and Fortress Credit Corp., as a lender (in such capacity, a “Lender”), and as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the respective meanings ascribed to such ter
Written CONSENT TO PREPAYMENTWritten Consent to Prepayment • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
This Written Consent to Prepayment (this “Consent”) is entered into as of May 2, 2023, by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Hunter Ventures Limited (the “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021 (the “Contributor”), and Allurion Technologies Holdings, Inc. (the “Company”).
