REVENUE INTEREST FINANCING AGREEMENT among ALLURION TECHNOLOGIES, INC. and RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD., and RTW VENTURE FUND LIMITED Dated February 9, 2023Revenue Interest Financing Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • New York
This Revenue Interest Financing Agreement (this “Agreement”) dated as of February 9, 2023 (the “Effective Date”) is among Allurion Technologies, Inc., a Delaware corporation (the “Company”), and RTW Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, RTW Innovation Master Fund, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and RTW Venture Fund Limited, an investment company limited by shares incorporated under the laws of Guernsey (each and collectively, the “Investor”). Each of the Company and the Investor is referred to in this Agreement as a “Party” and collectively as the “Parties”.
INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks
THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 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).
BUSINESS COMBINATION AGREEMENT BY AND AMONG COMPUTE HEALTH ACQUISITION CORP., COMPUTE HEALTH CORP., COMPUTE HEALTH LLC, ALLURION TECHNOLOGIES HOLDINGS, INC. AND ALLURION TECHNOLOGIES, INC. DATED AS OF FEBRUARY 9, 2023Business Combination Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made by and among Compute Health Acquisition Corp., a Delaware corporation (“CPUH”), Compute Health Corp., a Delaware corporation (“Merger Sub I”), Compute Health LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (the “Company”). CPUH, the Merger Subs, Pubco and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and 1.2.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February __, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”).
BRIDGING AGREEMENTBridging Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • New York
CREDIT AGREEMENT AND GUARANTY, dated as of [_], 2023 (this “ Agreement”), by and among [__], a Delaware limited liability company (the “Borrower”), [__], 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 9, 2023, by and among Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Compute Health Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (the “Holders” and together with the Sponsor, the “CPUH Holders”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (as defined below) (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”).
NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made by and among Compute Health Acquisition Corp., a Delaware corporation (the “SPAC”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”), Allurion Technologies, Inc., a Delaware corporation (the “Target”), and Medtronic, Inc., a Minnesota corporation (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 10th, 2023 • Allurion Technologies Holdings, Inc. • Blank checks • Delaware
