INVESTOR RIGHTS AND LOCK-UP AGREEMENTInvestor Rights and Lock-Up Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • 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).
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Reference is made to (a) that certain Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of the Convertible Notes (as defined below) (the “Holders”), and the other investors listed in Exhibit A thereto, (b) those certain Convertible Unsecured Promissory Notes, dated as of February 23, 2023 (as amended or restated, the “Convertible Notes”), issued by the Company to the Holders, and (c) those certain side letters, each dated as of February 23, 2023, attached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3 (the “Side Letters”), by and between Company and the applicable Holders. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Convertible Note Purchase Agreement.
BACKSTOP AGREEMENTBackstop Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of May 2, 2023, by and among the Person or Persons set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”), Hunter Ventures Limited (the “Noteholder”), 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” and collectively with the Investors, the Noteholder and Pubco, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Compute Health Sponsor LLC, a Delaware limited liability company (the “Contributor”), and Compute Health Acquisition Corp., a Delaware corporation (the “Company”).
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holder of the Convertible Note (as defined below) (the “Holder”), and the other investors listed in Exhibit A thereto, (b) Convertible Unsecured Promissory Note, dated as of March 15, 2023 (as amended or restated, the “Convertible Note”), issued by the Company to the Holder, and (c) side letter, dated as of March 15, 2023, attached hereto as Exhibit A (the “Side Letter”), by and between Company and the Holder. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Convertible Note Purchase Agreement.
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 (this “Amendment”), dated as of May 2, 2023, to the Business Combination Agreement, dated as of February 9, 2023, 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”) (as amended, the “Business Combination Agreement”), is by and among CPUH, Merger Sub I, Merger Sub II, Pubco and the Company. Each of CPUH, Merger Sub I, Merger Sub II, Pubco and the Company shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
Termination Letter AgreementTermination Letter Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
Re: RSU Partial Forfeiture and Amendment AgreementRsu Partial Forfeiture and Amendment Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp. (“CPUH”), Allurion Technologies, Inc. (the “Company”), and certain other specified parties therein (the “BCA”), pursuant to which the Company will combine with CPUH in a business combination transaction (the “Business Combination”). In consideration of your continuing role with the Company, you hereby agree with the Company to amend the terms of the Restricted Stock Unit award granted to you on December 20, 2022 (the “RSU Award”) under the Company’s Amended and Restated 2020 Stock Option and Grant Plan (the “Plan”), as set forth in that certain Restricted Stock Unit Award Agreement (the “Award Agreement”), to reduce the number of Restricted Stock Units subject to such RSU Award. Capitalized terms which are used but not defined herein shall have the meanings set forth in the Award Agreement or the Plan.
Allurion Technologies, Inc. Natick, MA 01760Backstop Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • New York
Reference is made to that certain (a) Backstop Agreement, dated as of the date hereof (the “Backstop Agreement”), by and among the investors party thereto (the “Investors”), including CFIP2 ALLE LLC (“Fortress”, and together with its permitted Transferees (as defined in the Backstop Agreement), the “Fortress Investors”), Hunter Ventures Limited (the “Noteholder”), 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”) and (b) Bridging Agreement, dated as of February 9, 2023 (the “Bridging Agreement”), by and among the Company, as borrower and Fortress Credit Corp., as a lender (in such capacity, a “Lender”), and as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the respective meanings ascribed to such ter
Written CONSENT TO PREPAYMENTWritten Consent to Prepayment • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
This Written Consent to Prepayment (this “Consent”) is entered into as of May 2, 2023, by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Hunter Ventures Limited (the “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • May 2nd, 2023 • Compute Health Acquisition Corp. • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021 (the “Contributor”), and Allurion Technologies Holdings, Inc. (the “Company”).
