EX-10.12



 Exhibit 10.12 

RESTRICTED STOCK AGREEMENT 

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this 25th day of May, 2010 (the “Effective
Date”) by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Raul E. Perez (“Perez”). 

WHEREAS, pursuant to this Agreement the Company has issued to Perez 400,000 shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), and as a condition to such issuance, Perez has agreed to enter into this Agreement; 
 WHEREAS,
the Company’s Board of Directors has previously determined that the fair market value of the Common Stock is $0.05 per share; and 

WHEREAS, the Company and Perez desire to place certain restrictions on the 400,000 shares of Common Stock issued to Perez pursuant to this
Agreement (the “Shares”). 
 NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set
forth, it is covenanted and agreed as follows: 
 1. Issuance of Shares. 

The Company is issuing the Shares to Perez as of the Effective Date, subject to the terms and conditions set forth in this Agreement. Perez
agrees that the Shares shall be subject to the terms and conditions of this Agreement, including without limitation the purchase option set forth in Section 2 of this Agreement and the restrictions on transfer set forth in
Section 4 of this Agreement. 
 2. Purchase Option. 

If at any time after the Effective Date, the Company experiences a Liquidity Event (as defined below) and the annual internal rate of return
(“IRR”) received by the investors purchasing the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) in the Company’s initial sale thereof is less than 100%, then the Company may at
its option repurchase the number of Shares set forth below in the column labeled “Repurchase Shares” corresponding to the applicable IRR set forth in the column labeled “IRR% Range”, it being understood that the number of Shares
in the column labeled “Vested Shares” shall vest with Perez and the Company shall not have the right to repurchase such Shares: 
  

					
	 IRR% Range
	  	 Repurchase Shares
	  	 Vested Shares

	 0-39.99
	  	400,000	  	0
	 40-49.99
	  	300,000	  	100,000
	 50-59.99
	  	250,000	  	150,000
	 60-69.99
	  	200,000	  	200,000
	 70-79.99
	  	150,000	  	250,000
	 80-89.99
	  	100,000	  	300,000
	 90-99.00
	  	50,000	  	350,000
	 100+
	  	0	  	400,000








 Notwithstanding the foregoing, the number of Shares vesting with Perez (and the corresponding right of the
Company to repurchase Shares) shall be adjusted as follows: (a) the Shares will only vest if the initial purchasers of the Series B Preferred have received a return of at least 2.5 times their investment with respect to such shares of Series B
Preferred (on a fully diluted basis, assuming the vesting of appropriate number of Shares) in the Liquidity Event; (b) the number of Shares vesting pursuant to the table above shall be reduced by (i) 25% if a Liquidity Event occurs within
9 months following the date that Perez no longer serves on the Company’s Board of Directors and (ii) 50% if a Liquidity Event occurs between 9 and 18 months following the date that Perez no longer serves on the Company’s Board of
Directors; and (c) no Shares will vest if a Liquidity Event occurs more than 18 months following the date that Perez no longer serves on the Company’s Board of Directors. 

A “Liquidity Event” shall be deemed to have occurred if any of the following events shall occur: (i) any person or group
directly or indirectly, acquires securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then-outstanding securities; (ii) the stockholders of the Company consummate a merger or
consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation; (iii) the Company consummates the sale or exclusive license of all or substantially all of its assets to any person or group; (iv) the Company completes an initial public offering of its Common Stock; or (v) the Company
consummates the sale or exclusive license of a significant portion of its assets to any person or group and such transaction is followed by a distribution to the Company’s stockholders of a substantial portion of the proceeds therefrom in the
form of cash, publicly traded securities or other liquid assets (all as determined in good faith by the Company’s Board of Directors). 

3. Exercise of Purchase Option and Closing. 

(a) The price for which the Company may repurchase Shares pursuant to Section 2 shall be $0.001 per Share (the “Option
Price”). 
 (b) The Company may exercise the purchase option set forth in Section 2 (the “Purchase
Option”) by delivering or mailing to Perez (or his estate) notice either (i) within a reasonable amount of time before a Liquidity Event or (ii) at any time after the date that is 18 months following the date that Perez no longer
serves on the Company’s Board of Directors. Such notice shall specify the number of Shares to be purchased and shall be accompanied by payment in full of the aggregate Option Price for such Shares. 

(c) Within 5 days after delivery to Perez of the Company’s notice of the exercise of the Purchase Option pursuant to
Section 3(b), Perez (or his estate) shall tender to the Company at its principal offices the certificate or certificates representing the Shares which the Company has elected to purchase in accordance with the terms of this Agreement,
duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company; provided that if Perez (or his estate) fails to deliver such


  
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certificate(s) within such 10-day period, then such certificates shall be deemed cancelled as of the date of delivery to Perez of the notice of exercise and payment for such Shares as required
pursuant to Section 3(b) and, thereafter, Perez (or his estate) shall promptly return such certificates to the Company by certified or registered mail. 

(d) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to
Section 3(c), the Company shall not pay any dividend to Perez on account of such Shares or permit Perez to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law,
treat the Company as the owner of such Shares. 
 (e) The Option Price is payable in cash or check. 

(f) The Company may assign the Purchase Option to one or more persons. 

4. Restrictions on Transfer. 

Perez shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any of the Shares, or any interest therein, that are subject to the Purchase Option, except that Perez may transfer such Shares (i) to or for the benefit of his spouse, children, parents, uncles, aunts, siblings,
grandchildren and any other relatives approved by the Company’s Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of Perez and/or Approved Relatives; provided that such
Shares shall remain subject to this Agreement and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this
Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). 

5. Voting. 
 At any point
in time after the Effective Date until such time, if ever, that the Shares have vested, in any matter that is presented to the holders of Common Stock for a vote, Perez agrees to vote the Shares in the same proportion as voted by all other holders
of Common Stock. 
 6. Restrictive Legends. 

All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends
that may be required under federal or state securities laws: 
 “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND AN OPTION TO PURCHASE SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THESE SHARES (OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.” 

  
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 7. Withholding Taxes; Section 83(b) Election. 

(a) Perez acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to Perez any federal, state
or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by Perez or the lapse of the Purchase Option. 

(b) Perez has reviewed with Perez’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Perez is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Perez understands that Perez (and not the Company) shall be responsible for
Perez’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. Perez understands that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are
purchased rather than when and as the Purchase Option expires by filing an election under Section 83(b) of the Internal Revenue Code of 1986 with the I.R.S. within 30 days from the date of purchase. 

HOGG ACKNOWLEDGES THAT IT IS HOGG’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b), EVEN IF HOGG REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HOGG’S BEHALF. 
 8.
Miscellaneous. 
 (a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 

(b) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any
particular instance, by the Company’s Board of Directors. 
 (c) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and Perez and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement. 

(d) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five
days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or
addresses as either party shall designate to the other in accordance with this Section 8(d). 

  
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 (e) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and
understandings, relating to the subject matter of this Agreement. 
 (g) Amendment. This Agreement may be amended or modified only by
a written instrument executed by both the Company and Perez. 
 (h) Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the internal laws of the State of Missouri without regard to any applicable conflicts of laws. 
 (i)
Perez’s Acknowledgments. Perez acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Perez’s own choice or has
voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Bryan Cave LLP,
is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for Perez. 

Remainder of Page Intentionally Left Blank. 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and Perez
has, by receipt of this Agreement and acceptance of the benefits hereunder, accepted the terms hereof, all as of the date first above written. 
  

			
	ENDOSTIM, INC.
		
	 By:
	 	 /s/ Bevil J. Hogg

		 	Bevil J. Hogg, Chief Executive Officer
		
	 	 	 /s/ Raul E. Perez

	 Raul E. Perez




  
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 AMENDMENT TO THE 

RAUL E. PEREZ 

RESTRICTED STOCK AGREEMENT 

WHEREAS, EndoStim, Inc., a Delaware corporation (“Company”) previously entered into a Restricted Stock Agreement
(“Agreement”) with Raul E. Perez (“Perez”) on May 25, 2010; and 
 WHEREAS, pursuant to Section 8(g) of the
Agreement, the Company and Perez reserved the right to amend the Agreement by a written instrument executed by the Company and Perez; and 

WHEREAS, the Company and Perez desire to amend the Agreement to modify the vesting schedule and separately, to provide for accelerated vesting
of the restricted shares granted pursuant to the Agreement upon the death or disability of Perez. 
 NOW, THEREFORE, effective immediately,
the Agreement is modified as follows, provided that except as set forth in the modifications below, the Agreement shall continue in effect in such form as was in effect immediately prior to the date of this Amendment: 

 

	I.	The table in Section 2 is deleted in its entirety and replaced with the following: 

  

					
	 IRR% Range
	  	 Repurchase Shares
	  	 Vested Shares

	 0 – 19.99%
	  	400,000	  	0
	 20 – 20.99%
	  	150,000	  	250,000
	 30 – 39.99%
	  	100,000	  	300,000
	 40 – 49.99%
	  	50,000	  	350,000
	 50% or Greater
	  	0	  	400,000

  

	II.	The following is added to the end of Section 2: 

 “Notwithstanding the foregoing, upon Perez’s
termination of service due to death or Disability prior to the occurrence of a Liquidity Event, Perez shall vest in one-third of his then outstanding and unvested Shares. Any Shares that do not vest in accordance with Perez’s termination of
service due to death or Disability prior to the occurrence of a Liquidity Event shall be subject to the Company’s option to repurchase the number of such unvested Shares. For purposes of this Agreement, Disability shall mean Perez’s
inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.”

  

	III.	Section 3(b) is deleted in its entirety and replaced with the following: 

 “(b) The
Company may exercise the purchase option set forth in Section 2 (the “Purchase Option”) by delivering or mailing to Perez (or his estate) notice either (i) immediately prior to a Liquidity Event with respect to any
Shares that do not vest in connection with the Liquidity Event, (ii) at any time after Perez’s service is terminated by the Company for Cause, (iii) at any time after Perez’s service with the Company terminates due to death or
Disability, (iv) at any time after the date that is 18 months following the termination of Perez’s service with the Company other than for Cause, death, or Disability. Such notice shall specify the number of Shares to be purchased and
shall be accompanied by payment in full of the aggregate Option Price for such Shares.” 

  
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 IN WITNESS WHEREOF, the Company and Perez have caused this instrument to be duly executed as of
this 19th day of March 2013. 
  

			
	EndoStim, Inc.
		
	 By:
	 	  

		
	 	 	/s/ Raul E. Perez
	 Raul E. Perez




  
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 WAIVER UNDER 

RAUL E. PEREZ 

RESTRICTED STOCK AGREEMENT 

THIS WAIVER UNDER THE RESTRICTED STOCK AGREEMENT (this “Waiver”) by and between EndoStim, Inc., a Delaware corporation (the
“Company” or “EndoStim”), and Raul E. Perez (“Perez”) is made and entered into as of the 26th day of September, 2014, but effective as of and contingent upon the closing of the initial public offering of shares of the
Company’s common stock (the “Effective Date”), as approved by the Board of Directors or a pricing committee thereof (the “IPO”). 

WHEREAS, the Company previously entered into a Restricted Stock Agreement with Perez on May 25, 2010 (as amended, the
“Agreement”); and 
 WHEREAS, pursuant to Section 8(b) of the Agreement, any provision for the benefit of the Company
contained in this Agreement may be waived, either generally or in any particular instance, by the Company’s Board of Directors; and 

WHEREAS, subject to the terms and conditions set forth below, and as of the effective times described below, the Company desires to waive the
following provisions under the Agreement: (i) the Purchase Option in the Agreement, and (ii) the transfer restrictions in Section 4 thereof, provided that in the case of (ii) Perez shall have entered into any lock-up or other
market stand-off agreement requested by the underwriters in the IPO. 
 NOW, THEREFORE, effective immediately, the Company agrees to the
following under Section 8(b) of the Agreement: 
 1. Effective as of the Effective Date and conditioned on the closing of the IPO, the
Company irrevocably waives and agrees not to exercise the Purchase Option set forth in Section 3 of the Agreement, so that all of the shares subject to the Agreement shall no longer be subject to such Purchase Option, notwithstanding the IPO
may otherwise constitute a Liquidity Event. 
 2. Effective as of 180 days following the Effective Date and conditioned on the closing of
the IPO and Perez having entered into a form of lock-up or other market stand-off agreement as may be requested by the underwriters in the IPO, the Company irrevocably waives and agrees not to enforce the transfer restrictions set forth in
Section 4 of the Agreement. 
 3. Except as set forth herein, the Agreement shall continue in effect in such form as was in effect
immediately prior to the date of this Waiver. 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date
first set forth above. 
  

					
	EndoStim, Inc.
			
	By:	 	 	 	/s/ Douglas D. French
		 	Name:	 	Douglas D. French
		 	Title:	 	Chairman of the Board