Second Amendment to Note Purchase Agreement, dated as of April 15, 2025, by and among Allurion Technologies, Inc., the purchasers party thereto, and RTW Investments, LP, as agent for the purchasers
Exhibit 10.1
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
This Second Amendment to Note Purchase Agreement (this “Amendment”), dated as of April 15, 2025, is among Allurion Technologies, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), the purchasers party to the Existing Note Purchase Agreement (as defined below), each, a “Purchaser” and, collectively, the “Purchasers”) and RTW Investments, LP, as agent for the Purchasers (in such capacity, together with its successors and permitted assigns, the “Principal Purchaser”). Each of the Company, the Purchasers and the Principal Purchaser is referred to in this Amendment as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Existing Note Purchase Agreement (as defined below).
RECITALSWHEREAS, the Company, the Purchasers, the Principal Purchaser and Acquiom Agency Services LLC, as collateral agent for the Purchasers and the Principal Purchaser entered into a Note Purchase Agreement dated as of April 14, 2024 (the “Original Note Purchase Agreement”), as amended by the First Amendment to Note Purchase Agreement dated as of April 16, 2024, the Acknowledgement and Waiver dated as of September 26, 2024 and the Omnibus Amendment dated as of January 7, 2025 (the “Existing Note Purchase Agreement” and, as amended hereby, the “Note Purchase Agreement”); and
WHEREAS, the Parties desire to amend the Existing Note Purchase Agreement in accordance with the terms set forth in this Amendment.
WHEREAS, the parties acknowledge that as of the date hereof, the Conversion Rate of the Notes, after giving effect to the Company’s stock split effected in January 2025 is 24.6920 shares of Common Stock per $1,000 principal amount of Notes.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties hereby agree to be legally bound as follows:
AMENDMENTSection 1. Amendment. The Existing Note Purchase Agreement is hereby amended as set forth below:
“4.13 Additional Conversion Provisions.
restated as follows:
“(a) Settlement in Common Stock. Upon the conversion of any Note, the
Company shall settle such conversion by delivering, as provided in this Section 4, shares of Common Stock.
(b) Notes converted pursuant to Section 4.13 shall be converted in accordance with the conversion procedures set forth in Section 4.2 (except that the form of
conversion notice shall be as specified in Section 4.13), the settlement provisions of Section 4.3, and the other applicable provisions of the Note Purchase Agreement.
“5-Day VWAP Conversion Rate” means the lesser of (i) the quotient of $1,000 divided by the Discounted Daily VWAP calculated based on the five consecutive Trading Days ending on the Trading Day immediately preceding the date of delivery of the applicable 5-Day VWAP Notice or Monthly Conversion Notice and (ii) the Floor Conversion Rate.
“Agreed Conversion Rate” for any applicable conversion notice means a conversion rate agreed between the Purchasers and the Company, not more than the Floor Conversion Rate.
“Conversion Rate” means, (i) in the case of any conversion pursuant to Section 4.1, 24.6920 shares of Common Stock per $1,000 principal amount of Notes, (ii) in the case of any conversion pursuant to Section 4.13(a)(i), the Floor Conversion Rate, (iii) in the case of any conversion pursuant to Section 4.13(a)(ii), the Agreed Conversion Rate, (iv) in the case of any conversion pursuant to Section 4.13(b)(i) or (ii), the 5-Day VWAP Conversion Rate.
“Discounted Daily VWAP” means the Daily VWAP for the period specified in the definition of 5-Day VWAP Conversion Rate discounted by 5%.
“Floor Conversion Rate” means ###-###-#### shares of Common Stock per $1,000 principal amount of Notes, reflecting a floor conversion price of $3.35 per share of Common Stock.
“Market Capitalization Condition” means that the Company has provided notice to the Principal Purchaser that the Company’s market capitalization, as determined in accordance with the rules of the NYSE or such other nationally recognized securities exchange upon which the Common Stock is then listed, is reasonably expected to fall below $15 million. For the avoidance of doubt, the market capitalization shall be deemed to be reasonably expected to fall below $15 million under such rules at the earlier of (i) when the market capitalization has fallen below $15 million and (ii) such time as the Company’s board of directors determines by resolution thereof that it considers it reasonably likely that the market capitalization will fall below $15 million, subject, in the case of clause (ii) to the Principal Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed.
“Relevant Shares” means shares of Common Stock issued pursuant to the conversion provisions of Section 4.13.
“Purchasers” means the purchasers party to the Existing Note Purchase Agreement, each of their respective successors and any transferees of the Notes.
Section 2. Voting Agreement. The Purchasers hereby agree that without the prior written consent of the Company, until the Voting Agreement Termination Date, at any meeting of the Company’s stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance in which a vote, consent or other approval is sought, the Purchasers will either, at their sole option (i) abstain from voting the Relevant Shares or (ii) vote the Relevant Shares in proportion to the votes cast on the applicable matter with respect to the shares of
Common Stock beneficially owned by Persons other than the Purchasers or any of their Affiliates.
This Section 2 shall terminate upon the earlier of (i) the effective date of any Fundamental Change or Make-Whole Fundamental Change and (ii) the date on which the Purchasers and their Affiliates collectively have the power to vote shares of Common Stock (including the Relevant Shares) representing less than 9.9% of the voting power of the outstanding shares of the Company (such date, the “Voting Agreement Termination Date”).
Section 3. Representations and Warranties. The Company represents and warrants to the Principal Purchaser and the Purchasers as of the date hereof as follows: Organization. The Company (a) is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (b) is qualified to do business and, to the extent such concept is recognized in such jurisdictions as are applicable, is in good standing, in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect, and (c) has all requisite corporate or other power and authority, and has all Governmental Approvals necessary, to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.
(ii) violate, conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any Material Contract, (iii) result in a violation of or require any stockholder or other approval that has not already been obtained under any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal or state securities laws, and any rules, regulations, instruments, notices, blanket orders and policies published and/or promulgated thereunder or any regulations of any self-regulatory organizations to which the Company or its securities are subject, as such may be amended from time to time) applicable to the Company or by which any property or asset of the Company is bound or affected, (iv) result in a violation of or require shareholder (or equivalent equity owner) approval under any rule or regulation of the New York Stock Exchange that has not been so obtained, or (v) result in the creation of any encumbrance upon any of the Company’s assets (other than Permitted Liens), except under clauses (ii), (iii) and (v) any violation, breach, default or encumbrance as would not result in a Material Adverse Effect.
contemplated hereby and thereby, have been duly authorized by the Board of Directors (or equivalent governing body) and no further consent or authorization of the Company, its Board of
Directors or its stockholders is required. This Amendment has been duly executed and delivered by the Company and this Amendment, the Note Purchase Agreement and the other Note Documents to which it is a party constitute or will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Section 4. Effect of Amendment. Except as specifically amended by this Amendment, the provisions of the Existing Note Purchase Agreement shall remain unchanged and in full force and effect. All references to the Existing Note Purchase Agreement in any Note Document shall be deemed to include this Amendment. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent, the Principal Purchaser or any Purchaser, nor constitute a waiver or a novation of any provision or any of the obligations of the Company under the Note Purchase Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.
Section 5. Fees, Costs and Expenses. Within 5 Business Days after receipt of one or more invoices, the Company shall pay the aggregate amount of any and all reasonable and documented out-of-pocket fees, costs and expenses (including fees and expenses of one (1) outside counsel for the Purchasers) actually incurred by or on behalf of, or paid directly by, each of the Principal Purchaser and the Purchasers (1) in connection with (x) the negotiation, preparation and execution of this Amendment and any documents or filings contemplating this Amendment or executed in connection with this Amendment, (y) the consummation of the transactions contemplated hereby, and (z) any expenses due and payable pursuant to Section 13.10 of the Note Purchase Agreement.
Section 6. Third-Party Beneficiaries. No Person other than the Parties and the permitted successors and assigns of any of the Parties shall have any rights hereunder or be entitled to rely on this Amendment and all other third-party beneficiary rights are hereby expressly disclaimed.
Section 7. Integration. This Amendment and any agreements referred to herein constitute the entire contract among the Parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Section 8. Conflict With Other Documents. In the event of a conflict between the provisions of this Amendment and the provisions of the Existing Note Purchase Agreement, the provisions of this Amendment shall govern and control to the extent of such conflict.
Section 9. Governing Law; Waiver of Jury Trial. Section 13.2 of the Note Purchase Agreement is hereby incorporated by reference into this Amendment mutatis mutandis and shall apply hereto.
Section 10. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or other electronic transmission shall be deemed an original.
Section 11. No Modification. This Amendment may not be amended, modified or
otherwise changed without the mutual agreement in writing of the Parties hereto.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
ALLURION TECHNOLOGIES, INC., as the
Company
By: /s/ Shantanu Gaur
Name: Shantanu Gaur
Title: Chief Executive Officer
[Signature Page to Second Amendment to Note Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.
RTW INVESTMENTS, LP, as the Principal Purchaser
By: /s/ Roderick Wong
Name: Roderick Wong, M.D.
Title: Managing Partner
[Signature Page to Second Amendment to Note Purchase Agreement]
RTW MASTER FUND, LTD., as a Purchaser
By: /s/ Darshan Patel
Name:Darshan Patel
Title: Director
[Signature Page to Second Amendment to Note Purchase Agreement]
a Purchaser
By: /s/ Darshan Patel
Name:Darshan Patel
Title: Director
[Signature Page to Second Amendment to Note Purchase Agreement]
OPERATING LTD., as a Purchaser
By: RTW Investments, LP, its Investment Manager
By: /s/ Roderick Wong
Name: Roderick Wong, M.D.
Title: Managing Partner
[Signature Page to Second Amendment to Note Purchase Agreement]
ATTACHMENT A
[FORM OF NOTICE OF CONVERSION PURSUANT TO SECTION 4.13(a)(i)]
To: Allurion Technologies, Inc.
The Company has delivered to the undersigned a notice that the Market Capitalization Condition (as defined in the Note Purchase Agreement, as amended) has been triggered. The undersigned owner of this Note hereby irrevocably gives notice of the conversion of this Note, or a portion hereof (whose principal amount equals $1,000 or an integral multiple of $1.00 in excess thereof) below designated, into an amount of shares of Common Stock in accordance with the terms of Section 4.13(a)(i) of the Note Purchase Agreement, as amended, referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered holder hereof unless a different name is indicated below.
Subject to certain exceptions set forth in the Note Purchase Agreement, as amended, if this notice is being delivered during the period after the Close of Business on a regular Record Date to the Open of Business on the Interest Payment Date corresponding to such regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted (which interest may be Cash Interest or PIK Interest as permitted under Section 3.2 of the Note Purchase Agreement). If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Note Purchase Agreement, as amended.
Principal amount to be converted (if less than all):$ Dated:
Signature(s)
(Sign exactly as your name appears on the other side of this Note)
Fill in if a check is to be issued, or shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered holder of this Note.
(Name) (Address)
Please print name and address (including zip code)
(Social Security or other Taxpayer Identifying Number)
Dated:
Signature(s)
(Sign exactly as such Person’s name appears above)
ATTACHMENT B
[FORM OF NOTICE OF CONVERSION PURSUANT TO SECTION 4.13(a)(ii)]
To: Allurion Technologies, Inc.
The Company has delivered to the undersigned a notice that the Market Capitalization Condition (as defined in the Note Purchase Agreement, as amended) has been triggered. The undersigned owner of this Note hereby gives notice of its desire to convert the Note, or a portion hereof (whose principal amount equals
$1,000 or an integral multiple of $1.00 in excess thereof) below designated, into an amount of shares of Common Stock in accordance with the terms of Section 4.13(a)(ii) of the Note Purchase Agreement, as amended, referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered holder hereof unless a different name is indicated below.
Subject to certain exceptions set forth in the Note Purchase Agreement, as amended, if this notice is being delivered during the period after the Close of Business on a regular Record Date to the Open of Business on the Interest Payment Date corresponding to such regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted (which interest may be Cash Interest or PIK Interest as permitted under Section 3.2 of the Note Purchase Agreement). If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Note Purchase Agreement, as amended.
Principal amount to be converted (if less than all):$ Agreed Conversion Rate:
Dated:
Signature(s)
(Sign exactly as your name appears on the other side of this Note)
Fill in if a check is to be issued, or shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered holder of this Note.
(Name) (Address)
Please print name and address (including zip code)
(Social Security or other Taxpayer Identifying Number)
Dated:
Signature(s)
(Sign exactly as such Person’s name appears above)
The Company hereby consents to the conversion requested pursuant to Section 4.13(a)(ii) of the Note Purchase Agreement, as amended, in the notice above.
ALLURION TECHNOLOGIES, INC., as the
Company
By: Name: Shantanu Gaur
Title: Chief Executive Officer
ATTACHMENT C
[FORM OF NOTICE OF CONVERSION PURSUANT TO SECTION 4.13(b)(i)]
To: Allurion Technologies, Inc.
The undersigned owner of this Note hereby gives notice of its desire to convert the Note, or a portion hereof (whose principal amount equals $1,000 or an integral multiple of $1.00 in excess thereof) below designated, into an amount of shares of Common Stock in accordance with the terms of Section 4.13(b)(i) of the Note Purchase Agreement, as amended, referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered holder hereof unless a different name is indicated below.
Subject to certain exceptions set forth in the Note Purchase Agreement, as amended, if this notice is being delivered during the period after the Close of Business on a regular Record Date to the Open of Business on the Interest Payment Date corresponding to such regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted (which interest may be Cash Interest or PIK Interest as permitted under Section 3.2 of the Note Purchase Agreement). If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Note Purchase Agreement, as amended.
Principal amount to be converted (if less than all):$ Discounted Daily VWAP:
5-Day VWAP Conversion Rate:
Dated:
Signature(s)
(Sign exactly as your name appears on the other side of this Note)
Fill in if a check is to be issued, or shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered holder of this Note.
(Name) (Address)
Please print name and address (including zip code)
(Social Security or other Taxpayer Identifying Number)
Dated: Signature(s)
(Sign exactly as such Person’s name appears above)
The Company hereby consents to the conversion requested pursuant to Section 4.13(b)(i) of the Note Purchase Agreement, as amended, in the notice above.
ALLURION TECHNOLOGIES, INC., as the
Company
By: Name: Shantanu Gaur
Title: Chief Executive Officer
ATTACHMENT D
[FORM OF NOTICE OF CONVERSION PURSUANT TO SECTION 4.13(b)(ii)]
To: Allurion Technologies, Inc.
The undersigned owner of this Note hereby gives notice of its desire to convert the Note, or a portion hereof (whose principal amount equals $1,000 or an integral multiple of $1.00 in excess thereof) below designated, into an amount of shares of Common Stock in accordance with the terms of Section 4.13(b)(ii) of the Note Purchase Agreement, as amended, referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered holder hereof unless a different name is indicated below.
Subject to certain exceptions set forth in the Note Purchase Agreement, as amended, if this notice is being delivered during the period after the Close of Business on a regular Record Date to the Open of Business on the Interest Payment Date corresponding to such regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted (which interest may be Cash Interest or PIK Interest as permitted under Section 3.2 of the Note Purchase Agreement). If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Note Purchase Agreement, as amended.
Principal amount to be converted (if less than all) pursuant to Monthly Amount for Current Period:$ Principal amount to be converted (if less than all) pursuant to Monthly Amount for Prior Periods:$ Discounted Daily VWAP:
5-Day VWAP Conversion Rate:
Dated:
Signature(s)
(Sign exactly as your name appears on the other side of this Note)
Fill in if a check is to be issued, or shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered holder of this Note.
(Name) (Address)
Please print name and address (including zip code)
(Social Security or other Taxpayer Identifying Number)
Dated:
Signature(s)
(Sign exactly as such Person’s name appears above)
The Company hereby consents to the conversion requested pursuant to Section 4.13(b)(ii) of the Note Purchase Agreement, as amended, in the notice above.
ALLURION TECHNOLOGIES, INC., as the
Company
By: Name: Shantanu Gaur
Title: Chief Executive Officer
