ASSET PURCHASE AGREEMENT by and between RESHAPE LIFESCIENCES INC. and NINJOUR HEALTH INTERNATIONAL LIMITED Dated as of July 8, 2024Asset Purchase Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT is entered into as of July 8, 2024, by and between ReShape Lifesciences Inc., a Delaware corporation (the “ReShape”), and Ninjour Health International Limited, a private limited company incorporated under the laws of United Kingdom (“Buyer”). Certain capitalized terms used in this Agreement are defined in Exhibit A. ReShape and Buyer are referred to in this Agreement collectively as the “Parties,” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated July 8, 2024, by and among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), Raider Lifesciences Inc., a Delaware corporation and wholly-owned subsidiary of ReShape (“Merger Sub”), and Vyome Therapeutics, Inc., a Delaware corporation (“Vyome”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
VOTING AND SUPPORT AGREEMENT AMONG RESHAPE LIFESCIENCES INC. AND CERTAIN STOCKHOLDERS OF VYOME THERAPEUTICS, INC. DATED AS OFVoting and Support Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
AGREEMENT TO AMEND SERIES C CONVERTIBLE PREFERRED STOCKConvertible Preferred Stock • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT TO AMEND SERIES C CONVERTIBLE PREFERRED STOCK (this “Agreement”), dated as of July 8, 2024, is by and among ReShape Lifesciences Inc., a Delaware corporation (formerly known as Obalon Therapeutics, Inc.) (the “Company”), and the undersigned holders of Series C Convertible Preferred Stock of the Company (collectively, the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made by and between Paul F. Hickey (“Employee”) and ReShape Lifesciences Inc., a Delaware corporation (“Employer,” and together with Employee, the “Parties”), effective as of July 8, 2024.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2024 • ReShape Lifesciences Inc. • Surgical & medical instruments & apparatus • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of [__], 2024 (the “Effective Date”), by and among ReShape Lifesciences, Inc. a Delaware corporation (the “Company”), and each of the individuals and entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
