security agreementSecurity Agreement • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
This Security Agreement (this “Agreement”), dated as of October 16, 2024, is entered into by and among ReShape Lifesciences Inc. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.5 (together with the Company, the “Grantors”) in favor of __________________, a Delaware limited liability company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement, the “Collateral Agent”) for the Purchaser Parties, including the holders (the “Holders” or the “Purchasers”) of the Notes issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 16, 2024, by and among the Company, the Collateral Agent and the Holders (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of October 16, 2024, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, a “Holder”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 16, 2025Note • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
This Senior Secured Convertible Promissory Note is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of ReShape Lifesciences Inc., a Delaware corporation (the “Company”), designated as its Senior Secured Convertible Promissory Note due January 16, 2025 (this “Note” and, collectively with the other Notes of such series, the “Notes”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 16, 2024, by and among the Company, the other Company Parties and _______________ (together with its successors and registered assigns, the “Holder”), a Delaware limited liability company (the “Purchase Agreement”; capitalized terms used but not otherwise defined herein are used as defined in the Purchase Agreement on the date hereof, with such amendments as may be acceptable to the Holder in its sole discretion). This Note is entered into pursuant to the Purchase Agreement and is subject to the terms and conditio
GUARANTYGuaranty • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
This Guaranty (this “Guaranty”), dated as of October 16, 2024, by ReShape Lifesciences Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Section 2.4 (together with their successors and, if permitted, assigns and the Company, the “Guarantors”), in favor of ____________________, a Delaware limited liability company, as collateral agent (in such capacity, and together with its successors and, if permitted, assigns, the “Collateral Agent”) under the Purchase Agreement (as defined below), the holders (together with their successors and, if permitted, assigns, the “Holders” or the “Purchasers”) of the Notes issued and sold by the Company pursuant to, the Securities Purchase Agreement, dated as of October 16, 2024, by and among the Company and the Holders (the “Purchase Agreement”) and the other Purchaser Partie
LEAK-OUT AGREEMENTLeak-Out Agreement • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
THIS LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2024, between ______________________ (the “Holder”) and ReShape Lifesciences Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein are used as defined in the Purchase Agreement (as defined below) or, if not defined therein, encompass all items covered by the definition of such term in any Note.
ReShape Lifesciences Inc. - Lock-up AgreementLock-Up Agreement • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations
The undersigned understands that ReShape Lifesciences Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on October 16, 2024, with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, and __________________, as collateral agent for Investors, providing for the purchase (the “Transaction”) of senior secured convertible promissory notes (the “Notes”) securities, and, in connection therewith, to enter into a registration rights agreement with the Investors. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the SPA.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 17th, 2024 • ReShape Lifesciences Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2024, by and among ReShape Lifesciences Inc., a Delaware corporation (together with the Person surviving the Business Combination and their successors and, if permitted, assigns, the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser”) or that becomes a party hereto at the Additional Closing pursuant to Section 2.1(a)(ii) (together with each Initial Purchaser and, in each case, including their respective successors and permitted assigns, a “Purchaser”) and __________________, a ________________ (“_____________”), as collateral agent for the Purchaser Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”).
