Exhibit 10.3


 


GI
DYNAMICS, INC.


 


SIXTH
AMENDMENT TO NOTE PURCHASE AGREEMENT


 


THIS
SIXTH AMENDMENT (the “Amendment”), dated effective as of March 31, 2020, 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, June 30, 2019 and August 21, 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 forcea nd effect.



 


		3.	This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, buta ll 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.



 


(Signatures
Pages Immediately Follow)





 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned party has 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 	 




 


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


 


PURCHASER:


 


CRYSTAL
AMBER FUND LIMITED


 


	By: Crystal Amber Asset Management (Guernsey) Limited, as Investment Manager 	 
	 	 	 
	By:	/s/ Laurence McNairn	 
	Name:   	Laurence McNairn 	 
	Title: 	Director 	 










 






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EXHIBIT A


 


SIXTH
AMENDMENT TO


SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE


 


SIXTH
AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE


 


This
Sixth 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 March [    ], 2020. 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, June
30, 2019 and August 21, 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. Maturity
Date Extension. 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
“March 31, 2020” to May 1, 2020”.


 


2.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.


 


3. 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.


 


4. 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]





 






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


 





	PAYOR:	 	 
	 	 	 
	GI DYNAMICS, INC.	 
	 	 	 
	By:	EXHIBIT ONLY-DO NOT SIGN	 
	Name: 	Scott Schorer	 
	Title:	Chief Executive Officer	 




 


IN
WITNESS WHEREOF, the undersigned party has 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:	EXHIBIT ONLY-DO NOT SIGN	 
	Name: 	Laurence McNairn	 
	Title:	Director	 




 


 


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