CREDIT AGREEMENTCredit Agreement • April 30th, 2020 • ReShape Lifesciences Inc. • Electromedical & electrotherapeutic apparatus • New York
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of March 25, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement), between Borrower and Lender, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • April 30th, 2020 • ReShape Lifesciences Inc. • Electromedical & electrotherapeutic apparatus • New York
Guarantee and Collateral Agreement, dated as of March 25, 2020 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, (“Grantors”), in favor of Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2020 • ReShape Lifesciences Inc. • Electromedical & electrotherapeutic apparatus
SERIES G COMMON STOCK PURCHASE WARRANT rEsHAPE lIFESCIENCES iNC.Series G Common Stock Agreement • April 30th, 2020 • ReShape Lifesciences Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the “Company”), up to 1,200,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
