COMMON STOCK PURCHASE WARRANT ALLURION TECHNOLOGIES, INC.Common Stock Purchase Warrant • July 1st, 2024 • Allurion Technologies, 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, to subscribe for and purchase from Allurion Technologies, 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).
ALLURION TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Ram Chuttani, M.D. (the “Executive”) and is made effective as of the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of February 9, 2023, by and between the Company, Compute Health Acquisition Corp (“CPUH”), Allurion Technologies Holdings, Inc. (“New Allurion”) and certain other specified parties thereto (the “Business Combination Agreement”). Except with respect to the Restrictive Covenants and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company and any of its subsidiaries regarding the subject matter herein, including, without limitation, the Employment Agreement, effective November 1, 2017, by and between the Company and the Executive (the “Prior Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Brendan Gibbons (the “Executive”) and is made effective as of January 29, 2024 (the “Effective Date”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2023, is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), Allurion Technologies, Inc., a Delaware corporation (the “Company”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ALLURION TECHNOLOGIES, INC.Non-Qualified Stock Option Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Allurion Technologies, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ChEF PURCHASE AGREEMENTChef Purchase Agreement • December 19th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This ChEF PURCHASE AGREEMENT is made and entered into as of December 18, 2023 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Allurion Technologies, Inc., a Delaware corporation (the “Company”).
REVENUE INTEREST FINANCING AGREEMENT among ALLURION TECHNOLOGIES, INC. and RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD., and RTW VENTURE FUND LIMITED Dated February 9, 2023Revenue Interest Financing Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • New York
This Revenue Interest Financing Agreement (this “Agreement”) dated as of February 9, 2023 (the “Effective Date”) is among Allurion Technologies, Inc., a Delaware corporation (the “Company”), and RTW Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, RTW Innovation Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and RTW Venture Fund Limited, an investment company limited by shares incorporated under the laws of Guernsey (each and collectively, the “Investor”). Each of the Company and the Investor is referred to in this Agreement as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of August 1, 2023Warrant Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), dated as of August 1, 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 • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of August 1, 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).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ALLURION TECHNOLOGIES, INC.Incentive Stock Option Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Allurion Technologies, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
ContractConvertible Note • June 27th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR A VALID EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT (AS DEFINED BELOW), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. HOLDER (AS DEFINED BELOW) SHOULD BE AWARE THAT IT, HE OR SHE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
LEASE from Fourteen Huron Drive, LLC (LANDLORD) to Allurion Technologies, Inc. (TENANT)Lease • June 13th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This is a Lease in which Landlord and Tenant are the parties named below, and which relates to space located at 14 Huron Drive, Natick, Massachusetts as more fully described below.
LEASELease Agreement • June 13th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus
Agreement of lease (“Lease”) made this 10 day of January, 2020 between 3 HURON INVESTMENTS LLC, a Massachusetts limited liability company having a principal place of business at 321 Commonwealth Road, Suite 202, Wayland, Massachusetts 01778 (hereinafter called the “Lessor”) and Allurion Technologies, Inc., a Delaware corporation having a place of business at 11 Huron Drive, Natick, MA, (hereinafter called the “Lessee”).
SALES AGENCY AGREEMENTSales Agency Agreement • July 7th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SALES AGENCY AGREEMENT (this “Agreement”) is made and entered into this May 13, 2023 (the “Effective Date”) by and between Allurion Technologies, Inc, a Massachusetts corporation with its principal place of business at 11 Huron Drive, Natick, MA 01760 (“Allurion”) and Covidien AG, an entity with its principal place of business at Victor von Bruns Strasse 19, 8212 Neuhausen am Rheinfall, Switzerland.
COMMERCIAL LEASE between and Allurion Technologies, Inc.Commercial Lease • June 13th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
BUSINESS COMBINATION AGREEMENT BY AND AMONG COMPUTE HEALTH ACQUISITION CORP., COMPUTE HEALTH CORP., COMPUTE HEALTH LLC, ALLURION TECHNOLOGIES HOLDINGS, INC. AND ALLURION TECHNOLOGIES, INC. DATED AS OF FEBRUARY 9, 2023Business Combination Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made 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”). CPUH, the Merger Subs, Pubco and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and 1.2.
REVENUE INTEREST FINANCING AGREEMENT among ALLURION TECHNOLOGIES, LLC and RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD., and RTW BIOTECH OPPORTUNITIES OPERATING LTD Dated as of October 30, 2024Revenue Interest Financing Agreement • November 4th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This Revenue Interest Financing Agreement (this “Agreement”) dated as of October 30, 2024 (the “Closing Date”) is among Allurion Technologies, LLC, a Delaware limited liability company (the “Company”), and RTW Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, RTW Innovation Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and RTW Biotech Opportunities Operating Ltd, an investment company limited by shares incorporated under the laws of Guernsey (each and collectively, the “Investor”). Each of the Company and the Investor is referred to in this Agreement as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENTLetter Agreement • April 17th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Amended and Restated Letter Agreement (this “Amendment”), dated as of April 14, 2024, is made by and among Allurion Technologies, Inc. (formerly known as Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), Allurion Technologies, LLC (formerly known as Compute Health LLC), a Delaware limited liability company (“Opco”), RTW Master Fund, Ltd., an Exempted Company incorporated in the Cayman Islands with limited liability (“RTW Master”), RTW Innovation Master Fund, Ltd., an Exempted Company incorporated in the Cayman Islands with limited liability (“RTW Innovation”), RTW Biotech Opportunities Operating Ltd, an investment company limited by shares incorporated under the laws of Guernsey (“RTW Biotech Operating”), 4010 Royalty Investments ICAV, an Irish collective asset-management vehicle, for and on behalf of its sub‑fund, 4010 Royalty Investments Fund 1 (the “4010 ICAV”), and 4010 Royalty Master Fund, LP, a Cayman Islands limited partnershi
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • December 29th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of December 29, 2023 (this “Amendment”), is by and among ALLURION TECHNOLOGIES, LLC, a Delaware limited liability company (the “Borrower”), ALLURION TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), certain Subsidiaries of the Parent party hereto, the Lenders party hereto, and FORTRESS CREDIT CORP., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of August 1, 2023, among the Borrower, the Parent, certain Subsidiaries of the Parent from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and the Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended by this Amendment.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February __, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among COMPUTE HEALTH ACQUISITION CORP., ALLURION TECHNOLOGIES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 1, 2023Warrant Assignment, Assumption and Amendment Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated August 1, 2023, is made by and among Compute Health Acquisition Corp., a Delaware corporation (the “SPAC”), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (“New Allurion”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement, dated February 4, 2021, by and between the SPAC and the Warrant Agent (as amended by that certain First Amendment to Warrant Agreement, dated August 1, 2023, the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement.
WARRANT AGREEMENTWarrant Agreement • June 26th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2024, is entered into by and between Allurion Technologies, Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 30, 2021 (the “Closing Date”) is entered into among ALLURION TECHNOLOGIES, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
EIGHTH AMENDMENT TO LEASELease • August 14th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
THIS EIGHTH AMENDMENT TO LEASE (the "8th Amendment") is made and entered into as of April 3, 2024 (the "Execution Date"), by and between FOURTEEN HURON DRIVE, LLC, a Massachusetts limited liability company ("Landlord''), and ALLURION TECHNOLOGIES, INC., a Delaware corporation ("Tenant").
CORPORATE OFFICER AGREEMENT BETWEEN THE UNDERSIGNED: (1) Allurion France, a French société par actions simplifiée, registered with the Trade and Companies Register of Paris under the number 828 621 383 whose registered office is located 6, Boulevard...Corporate Officer Agreement • June 27th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus
ALLURION TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT (Shantanu Gaur, MD)Employment Agreement • May 12th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”), effective as of January 1, 2017 (the “Effective Date”), is made by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”) and Shantanu Gaur, MD, an individual residing at [***] (“Executive”).
SUPPLY AGREEMENTSupply Agreement • June 13th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Supply Agreement (the “Agreement”) is effective as of November 1, 2021 (“Effective Date”) by and between ALLURION TECHNOLOGIES, INC., , a Delaware corporation with its principal offices at 11 Huron Drive, Natick, MA 01760, USA (the “Buyer”) and LIFE SCIENCES DESIGN & DEVELOPMENT, LLC, d/b/a BRIDGEMEDICA, MW LIFE SCIENCES – MANSFIELD, PARAGON MEDICAL - MANSFIELD a Delaware limited liability company with its principal place of business at 111 Forbes Blvd #101, Mansfield, MA 02048 (the “Supplier”) (Buyer and Supplier are collectively hereafter referred to as the “Parties”).
BRIDGING AGREEMENTBridging Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • New York
CREDIT AGREEMENT AND GUARANTY, dated as of [_], 2023 (this “ Agreement”), by and among [__], a Delaware limited liability company (the “Borrower”), [__], a Delaware corporation (“Parent”), certain Subsidiaries of Parent that may be required to provide Guaranties from time to time hereunder, each lender from time to time party hereto (each, a “Lender” and collectively, the “Lenders”), and Fortress Credit Corp., as administrative agent for the Lenders (in such capacity, the “Agent”).
ContractSubscription Agreement • July 1st, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of June 28, 2024, is made by and among Allurion Technologies, Inc., a Delaware corporation (the “Company”) and the Investors set forth on Schedule I (the “Investors”).
LEASELease • May 12th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This lease (the “Lease”) is dated as of June 15, 2016, by and between Legacy Huron, LLC having a place of business at c/o Eastport Real Estate Services 318 Bear Hill Road, Waltham, Massachusetts 02451 (the “Lessor”) and Allurion Technologies, Inc (the “Lessee”). The Lessor and Lessee hereby agree as follows:
OMNIBUS AMENDMENTOmnibus Amendment • April 17th, 2024 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
This Omnibus Amendment (this “Amendment”), dated as of April 14, 2024, is among 4010 Royalty Investments ICAV, an Irish collective asset-management vehicle, for and on behalf of its sub-fund, 4010 Royalty Investments Fund 1, and 4010 Royalty Master Fund, LP, a Cayman Islands limited partnership (each and collectively, together with its and their successors and permitted assigns, the “Investor”), Allurion Technologies, LLC, a Delaware limited liability company (the “Company”), Allurion Technologies, Inc., a Delaware corporation (formerly known as Allurion Technologies Holdings, Inc.) (“Parent”), Allurion Australia Pty Ltd, a proprietary limited company organized under the laws of Australia (“Allurion Australia”), and RTW Investments, LP, as agent for the Investor (in such capacity, together with its successors and permitted assigns, the “Agent”). Each of the Company, Parent, Allurion Australia, the Investor and the Agent is referred to in this Amendment as a “Party” and collectively as
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE ALLURION TECHNOLOGIES, INC.Restricted Stock Unit Award Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus
Pursuant to the Allurion Technologies, Inc. 2023 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Allurion Technologies, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”), of the Company.
ContractConvertible Note Agreement • June 13th, 2023 • Allurion Technologies Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR A VALID EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT (AS DEFINED BELOW), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. HOLDER (AS DEFINED BELOW) SHOULD BE AWARE THAT IT, HE OR SHE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
