This Consulting Agreement (this “Agreement”) is entered into as of June 1, 2009 (the “Effective Date”), by and between
EnteroMedics Inc. (the “Company”), a Delaware corporation, whose principal place of business is 2800 Patton Road, St. Paul,
MN 55113, and Nicholas L. Teti, Jr. (the “Consultant”), whose address is .
WHEREAS, the Consultant currently serves as a member of the Company’s Board of Directors;
WHEREAS, the Company desires that the Consultant provide additional services to the Company as an independent
contractor and the Consultant desires to provide such additional services as an independent contractor.
NOW, THEREFORE, in consideration of the mutual representations, promises and agreements contained herein, the
adequacy and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:
1. Term of Agreement . The Company hereby engages the Consultant as a consultant, subject to the terms and conditions
hereof, for the period commencing as of the Effective Date and ending on June 1, 2010 (the “Term”), except as the Term may be
extended by mutual written agreement of the parties hereto or earlier terminated as hereafter provided. The period during which
the Consultant is performing services under this Agreement shall be referred to herein as the “Consulting Period.”
2. Consulting Services . During the Consulting Period, the Consultant shall perform consulting services for the Company.
Such consulting services are anticipated to include, but not limited to, working with Company management at a strategic level
with respect to the Company’s commercialization planning, business and corporate development activities and investor
relations. During the Term, the Consultant will devote 160 hours per month to accomplishing his duties and responsibilities
under this Agreement. Consultant shall make himself available in person for meetings and consultation with Company
employees at the Company’s head