ALLURION TECHNOLOGIES, INC. (ALUR): M&A transaction — Allurion completes business combination with Compute Health, begins trading on NYSE as ALUR

Pursuant to the Backstop Agreement, immediately prior to the Intermediate Merger Closing (a) each Backstop Purchaser purchased $2 million of the aggregate principal amount outstanding under HVL’s Allurion Convertible Note, (b) New Allurion canceled the existing Allurion Convertible Note held by HVL and issued a new Allurion Convertible Note to HVL for the remaining balance together with all unpaid interest accrued since the date of issuance thereof, (c) New Allurion issued new Allurion Convertible Notes to each Backstop Purchaser with an issuance date of the Closing Date and an original principal amount of $2 million each

Pursuant to the Backstop Agreement, immediately prior to the Intermediate Merger Closing (a) each Backstop Purchaser purchased $2 million of the aggregate principal amount outstanding under HVL’s Allurion Convertible Note, (b) New Allurion canceled the existing Allurion Convertible Note held by HVL and issued a new Allurion Convertible Note to HVL for the remaining balance together with all unpaid interest accrued since the date of issuance thereof, (c) New Allurion issued new Allurion Convertible Notes to each Backstop Purchaser with an issuance date of the Closing Date and an original principal amount of $2 million each

Effective upon the closing of the Business Combination, Allurion entered into a new employment agreement with Mr. Geberth, pursuant to which Allurion will continue to employ Mr. Geberth as Chief Financial Officer on an “at will” basis.

Effective upon the closing of the Business Combination, Allurion entered into a new employment agreement with Dr. Gaur, pursuant to which Allurion will continue to employ Dr. Gaur as Chief Executive Officer on an “at will” basis.

and amended and restated its bylaws (as amended, the “ Bylaws ”).

In connection with the consummation of the Business Combination, New Allurion amended and restated its certificate of incorporation (as amended, the “ Charter ”)

the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of New Allurion.

Compute Health ceased to be a shell company upon the closing of the Business Combination and, additionally, ceased to exist as it merged into New Allurion.

tion (the “ Company ”, “ New Allurion ”, “ we ” and “ our ”), entered into that certain business combination agreement (as the same was amended as of May 2, 2023, the “ Business Combination Agreement ”), dated as of February 9, 2023, by and among the Company, Compute Health Acquisition Corp. (“ Compute Health ”), Compute Health Corp., a Delaware corporation and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub I ”), Compute Health LLC, a Delaware limited liability company and a then-direct, wholly-owned subsidiary of Compute Health (“ Merger Sub II ” and, together with Merger Sub I, the “ Merger Subs ”), and Allurion Technologies Opco, Inc.

At the Intermediate Merger Effective Time, a term loan facility (the “ Term Loan Facility ”) pursuant to a credit agreement and guaranty (the “ Credit Agreement ”), was entered into by and among Allurion Technologies, LLC, a Delaware limited liability company (the surviving company in the Final Merger) (the “ Borrower ”), New Allurion, Allurion Australia Pty Ltd, certain subsidiaries of New Allurion that may be required to provide guaranties from time to time thereunder, each lender from time to time party thereto (each, a “ Lender ” and collectively, the “ Lenders ”), and Fortress Credit Corp., as administrative agent for the Lenders (“ Fortress ”).

Pursuant to the Business Combination Agreement, in connection with the Closings, an investor rights agreement and lock-up agreement (the “ Investor Rights Agreement ”) was entered into by and among New Allurion, the Sponsor, certain former equity holders of Allurion and certain other parties (each, an “ Investor ”) immediately prior to the Intermediate Merger Effective Time, pursuant to which New Allurion agreed to, within 30 days of the Intermediate Merger Effective Time, register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “ Securities Act ”), certain shares of New Allurion Common Stock and other equity securities of New Allurion that are held by the parties thereto from time to time.