X0306 4 2019-09-19 0 0001245791 GI DYNAMICS, INC. ASX:GID 0001779359 Carter Charles Ross 320 CONGRESS STREET, FLOOR 3 BOSTON MA 02210 0 1 0 0 CFO and Secretary Stock Option (right to buy) 1.1204 2019-09-19 4 A 0 385226 0.00 A 2029-09-19 Common Stock 385226 385226 D The option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option vesting on the one (1) year anniversary of the transaction date, and the remaining shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). /s/ Charles R. Carter 2019-09-23