FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT (the “Amendment”), dated effective as of August 21, 2019, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April 30, 2019 and June 30, 2019 (as so amended, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Agreement.
Securities Purchase Agreement GI Dynamics, Inc. Securities Purchase AgreementSecurities Purchase Agreement • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 21st day of August, 2019 (the “Effective Date”) by and between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).
Warrant to purchase Chess Depositary InterestsWarrant Agreement • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Warrant to Purchase CHESS Depositary Interests (the “Warrant”) certifies that, for good and valuable consideration, Crystal Amber Fund Limited (along with its permitted assignees, the “Holder”) is entitled to, and GI Dynamics, Inc., a Delaware corporation (the “Company”), hereby grants the Holder the right to, purchase, as of the date of issuance set forth above (the “Issue Date”), up to such number of fully paid and non-assessable CHESS Depositary Interests (with each CDI representing 1/50th of a share of the Company’s common stock, par value $0.01 per share (the “Common Stock”)) (the “CDIs”) as determined pursuant to Section 1(a) below, at a price per CDI equal to the Exercise Price (as defined below), subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of August 21, 2019, by and between the Company and the Holder.
FIFTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTESenior Secured Convertible Promissory Note • November 8th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York
This Fifth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of August 21, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019 and June 30, 2019 (as so amended, the “Existing Note”).
