Exhibit 10.2


 


FIFTH AMENDMENT TO SENIOR SECURED
CONVERTIBLE PROMISSORY NOTE


 


This Fifth
Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”),
and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of August 21, 2019. Capitalized
terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Convertible Promissory Note
issued on June 15, 2017 by the Payor to the Holder, as amended on December 31, 2018, March 29, 2019, April 30, 2019 and June 30,
2019 (as so amended, the “Existing Note”).


 


WHEREAS,
the Payor and the Holder desire to further amend the terms of the Existing Note as set forth herein; and


 


WHEREAS,
Section 10(f) of the Existing Note provides that any term of the Existing Note may be amended or waived only with the written consent
of the Payor and the Holder.


 


NOW, THEREFORE,
in consideration of the foregoing premises and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Payor and the Holder, intending to be legally bound, agree as follows:


 


1. Amendments
to Existing Note. Sections l(b), 2(a), 2(b) and 2(c) of the Existing Note are hereby amended with immediate effect to
change the dates referred to in each such section (including, for the avoidance of doubt, the Maturity Date) from
“October 1, 2019” to “March 31, 2020”.


 


2.
Waiver. The Holder hereby waives the application of the definition of Qualified Financing with respect to the financing (the
“Financing”) to be completed pursuant to the terms and conditions of that certain Securities
Purchase Agreement, dated of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time,
the “August 2019 SPA”), by and between the Payor and the Holder. For the avoidance of doubt, the
Financing being conducted pursuant to the August 2019 SPA and any proceeds received by the Payor for the securities issued in
connection with the Financing shall not trigger an automatic conversion pursuant to Section 2(a) of the Existing Note.


 


3. No
Other Changes. Except as specifically amended in this amendment, all other terms of the Existing Note shall remain unchanged and
in full force and effect.


 


4.
Counterparts. This amendment may be executed in any number of counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same instrument. Facsimile or PDF transmission of execution copies or
signature pages for this amendment shall be legal, valid and binding execution and delivery for all purposes.


 


5.
Governing Law. This amendment shall be governed by, and construed and enforced in accordance with, the substantive laws of
the State of New York, without regard to its principles of conflicts of laws.


 


[Signature Pages Immediately Follow]


 




     


     


    

 


IN WITNESS WHEREOF, the
undersigned parties have executed this amendment as of the date first written above.


 


PAYOR:


 


	GI DYNAMICS, INC.	 
	 	 	 
	By:	/s/ Scott Schorer	 
	Name:	Scott Schorer	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Fifth Amendment to Promissory
Note]


 




     


     


    

 


IN WITNESS WHEREOF, the
undersigned parties have executed this amendment as of the date first written above.


 


HOLDER:


 


CRYSTAL AMBER FUND LIMITED


 


By: Crystal Amber Asset Management (Guernsey) Limited, as 

Investment
Manager


 


	By:	/s/ Laurence McNairn	 
	Name:	Laurence McNairn	 
	Title:	Director	 


 


[Signature Page to Fifth Amendment to Promissory
Note]