Exhibit 10.1


 


GI DYNAMICS, INC.


 


FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT


 


THIS
FIFTH AMENDMENT (the “Amendment”), dated effective as of August 21, 2019, is made to that certain NOTE
PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”),
and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019,
April 30, 2019 and June 30, 2019 (as so amended, the “Agreement”). Capitalized terms used herein and
not otherwise defined shall have the meaning given to them in the Agreement.


 


WHEREAS,
pursuant to Section 7.6 of the Agreement, any term of the Agreement may be amended, waived or modified only with the written consent
of the Company and the Purchaser; and


 


WHEREAS,
the Company and the Purchaser desire to amend certain provisions of the Agreement to provide for an amended form of senior secured
convertible promissory note, which the Company issued to the Purchaser pursuant to the Agreement and subsequently amended (as amended,
the “Existing Note”), such further amendment to the Existing Note in substantially the form attached
hereto as Exhibit A.


 


NOW,
THEREFORE, the undersigned Purchaser and the Company, in consideration of the mutual premises and covenants made herein and of
the mutual benefits to be derived herefrom, hereby amend the Agreement as follows:


 


		1.	Amendments to the Agreement.



 


		a.	The Existing Note shall be amended in substantially the form set forth in
Exhibit A.



 


		b.	The Company and the Purchaser hereby acknowledge and confirm by execution
of this Amendment and as of the date hereof that (i) no event constituting an Event of Default under Section 5 of the Agreement
has occurred and (ii) the Purchaser shall not be entitled to any remedy under such Section 5 with respect to any event that has
occurred as of the date hereof.



 


		2.	Except as expressly modified by this Amendment, the Agreement shall remain
unmodified and in full force and effect.



 


		3.	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute 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.



 


		4.	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 follow]


 




     


     


    

 


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


 


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


 


[Signature Page to Fifth Amendment to
Note Purchase Agreement]


 




     


     


    

 


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


 


	 	PURCHASER:
	 	 
	 	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
Note Purchase Agreement]


 




     


     


    

 


EXHIBIT A


 


FIFTH AMENDMENT TO 


SENIOR SECURED CONVERTIBLE PROMISSORY
NOTE


 


[See Exhibit 10.2 to this Quarterly Report
on Form 10-Q.]