0001193125-09-037355 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2009 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus • Delaware

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

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STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of ENTEROMEDICS INC.
EnteroMedics Inc • February 25th, 2009 • Electromedical & electrotherapeutic apparatus • Delaware

THIS CERTIFIES THAT, for value received, NAME , or registered assigns, (herein referred to as the “Purchaser” or “holder”), is entitled to subscribe for and purchase from EnteroMedics Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, at the exercise price specified below (subject to adjustment as noted below) at any time beginning on the date that is August 24, 2009 to, and including February 24, 2013 (the “Expiration Date”), ( ) fully paid and nonassessable shares (“Shares”) of common stock (herein the “Common Stock”) (subject to adjustment as noted below). This Warrant has been issued pursuant to a Securities Purchase Agreement, dated as of February 19, 2009 (the “Agreement”), between the Purchaser and the Company.

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