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”).
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.
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.
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.
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.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES 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.
CREDIT AGREEMENT AND GUARANTY dated as of August 1, 2023 by and among ALLURION TECHNOLOGIES, LLC, as the Borrower, ALLURION TECHNOLOGIES, INC., as Parent, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Subsidiary Guarantors, THE...Credit Agreement • August 7th, 2023 • Allurion Technologies, Inc. • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT AND GUARANTY, dated as of August 1, 2023 (this “Agreement”), by and among Allurion Technologies, LLC, a Delaware limited liability company (the “Borrower”), Allurion Technologies, Inc., 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”).
