0001104659-20-105074 Sample Contracts

SERIES G COMMON STOCK PURCHASE WARRANT rEsHAPE lIFESCIENCES iNC.
ReShape Lifesciences Inc. • September 15th, 2020 • Electromedical & electrotherapeutic apparatus • New York

THIS SERIES G 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 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 1,200,000 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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SECOND AMENDMENT TO CREDIT AGREEMENT
Second Amendment • September 15th, 2020 • ReShape Lifesciences Inc. • Electromedical & electrotherapeutic 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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