SIRTRIS PHARMACEUTICALS, INC. [ ] Shares of Common Stock Underwriting AgreementSirtris Pharmaceuticals, Inc. • May 8th, 2007 • Pharmaceutical preparations • New York
Sirtris Pharmaceuticals, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of [ ] shares of Common Stock, par value $0.001 per share, of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock".
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Delaware
This Agreement, made and entered into this day of ("Agreement"), by and between Sirtris Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and [ ] (the ["Officer] ["Director"]; collectively with such [Officer's] [Director's] Affiliated Persons (as defined in Section 19(a) hereof), "Indemnitee" or "Indemnitees"):
AGREEMENT AND PLAN OF MERGER among SMITHKLINE BEECHAM CORPORATION, FOUNTAIN ACQUISITION CORPORATION and SIRTRIS PHARMACEUTICALS, INC. Dated as of April 22, 2008Agreement and Plan of Merger • April 23rd, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 22, 2008 (this “Agreement”), among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Fountain Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and Sirtris Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
SIRTRIS PHARMACEUTICALS, INC. Amended and Restated 2004 Incentive Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • March 24th, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned (i) acknowledges that he has received an award (the “Award”) of restricted stock from Sirtris Pharmaceuticals, Inc. (the “Company”) under the Amended and Restated 2004 Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 3, 2008 (the “Agreement”) is by and between Sirtris Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with its principal place of business at 200 Technology Square, Cambridge, Massachusetts, and Christoph Westphal (the “Executive”).
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Delaware
THIS STOCK RESTRICTION AGREEMENT (this "Agreement") is entered into as of February 14, 2005, by SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and CHRISTOPH WESTPHAL (the "Purchaser").
CONFIDENTIAL DISCLOSURE AGREEMENTConfidential Disclosure Agreement • May 2nd, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONFIDENTIAL DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into as of the sixth (6th) day of February, 2006 (the “Effective Date”), by and between Sirtris Pharmaceuticals, Inc., a Delaware corporation having offices at 790 Memorial Drive, Suite 104, Cambridge, MA 02139 (“Sirtris”) and SmithKline Beecham Corporation d/b/a GlaxoSmithKline, a Pennsylvania corporation having offices at Five Moore Drive, P.O. Box 13398, Research Triangle Park, NC 27709 (“GSK”).
AMENDMENT TO LEASESirtris Pharmaceuticals, Inc. • March 1st, 2007
THIS AMENDMENT TO LEASE (this "Amendment") is dated as of the 22 day of June, 2006, by and between ARE-770/784/790 Memorial Drive, LLC, a Delaware limited liability company ("Landlord") and Sirtris Pharmaceuticals, Inc., a Delaware corporation ("Tenant").
SIRTRIS PHARMACEUTICALS, INC.Sirtris Pharmaceuticals, Inc. • March 24th, 2008 • Pharmaceutical preparations
Thank you for agreeing to become a consultant to Sirtris Pharmaceuticals, Inc. (the “Company”). This letter is to confirm our understanding with respect to the services the Company will ask of you, the compensation you will receive in return and certain related matters. We have agreed as follows.
FIRST AMENDMENT TO LEASELease • November 14th, 2007 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”) to Lease is made as of October 30, 2007, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company, having an address at 385 East Colorado Boulevard, Suite 299, Pasadena, California 91101 (“Landlord”), and SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, having an address at 790 Memorial Drive, Cambridge, Massachusetts 02139 (“Tenant”).
TENDER AND STOCKHOLDER SUPPORT AGREEMENTTender and Stockholder Support Agreement • April 23rd, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated , is by and among SmithKline Beecham Corporation, a Pennsylvania corporation (“Parent”), Fountain Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Purchaser”), and certain stockholders of Sirtris Pharmaceuticals, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).
RESEARCH ADVISORY AND CONSULTING AGREEMENT BETWEEN DAVID SINCLAIR, Ph.D. AND SMITHKLINE BEECHAM CORPORATION, d/b/a GLAXOSMITHKLINEAnd Consulting Agreement • May 2nd, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (“Agreement”) shall be effective as of date on which the transaction under which Sirtris Pharmaceuticals, Inc. is acquired by GSK is consummated (the “Effective Date”) and shall set forth, together with Appendices A, B, and C which are attached hereto and hereby incorporated by reference, the full terms and conditions which shall apply to the consulting and advisory services to be provided hereunder by David Sinclair, Ph.D. residing at 43 Newbrook Circle, Chestnut Hill, Massachusetts 02467 (hereinafter “Consultant”) as a consultant to the [Sirtris] Discovery Performance Unit (the “Unit”) of SmithKline Beecham Corporation, d/b/a GlaxoSmithKline, a Pennsylvania Corporation with a place of business at One Franklin Plaza, Philadelphia, PA 19101 (hereinafter “GSK”). Whereas, GSK and Consultant, desiring and intending to be legally bound by the terms and conditions hereof, do hereby enter into this Agreement as of the Effective Date. This Agreement shall terminate a
EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND PROPRIETARY INFORMATION AGREEMENTInformation Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
SIRTRIS PHARMACEUTICALS, INC.Sirtris Pharmaceuticals, Inc. • March 1st, 2007 • Massachusetts
Thank you for agreeing to become a consultant to Sirtris Pharmaceuticals, Inc. (the "Company"). This letter is to confirm our understanding with respect to the services the Company will ask of you, the compensation you will receive in return and certain related matters. We have agreed as follows.
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
This Fourth Amended and Restated Registration Rights Agreement (this "Agreement") is entered into as of January 23, 2007 by and among Sirtris Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), and the persons and entities listed on Schedule A hereto and certain other persons or entities that become parties to this Agreement after the date hereof in accordance with Section 21 hereof (the "Investors").
LEASE AGREEMENTLease Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc.
THIS LEASE AGREEMENT is dated as of August 1, 2005 between ARE-770/784/790 Memorial Drive, LLC, a Delaware limited liability company ("Landlord"), and Sirtris Pharmaceuticals, Inc., a Delaware corporation ("Tenant").
SIRTRIS PHARMACEUTICALS, INC. 100 BEAVER STREET, SUITE 240 WALTHAM, MA 02453 February 14, 2005Employment Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
This letter agreement ("Agreement") will confirm our offer to you of employment with Sirtris Pharmaceuticals, Inc. (the "Company"), under the terms and conditions that follow:
SIRTRIS PHARMACEUTICALS, INC. Amended and Restated 2004 Incentive Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • March 24th, 2008 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned (i) acknowledges that he has received an award (the “Award”) of restricted stock from Sirtris Pharmaceuticals, Inc. (the “Company”) under the Amended and Restated 2004 Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:
LEASE AGREEMENTLease Agreement • August 13th, 2007 • Sirtris Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 22nd day of June, 2007, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
SIRTRIS PHARMACEUTICALS, INC. 100 BEAVER STREET, SUITE 240 WALTHAM, MA 02453 August 16, 2005Letter Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
This letter agreement ("Agreement") will confirm our offer to you of employment with Sirtris Pharmaceuticals, Inc. (the "Company"), under the terms and conditions that follow:
QuickLinks -- Click here to rapidly navigate through this documentSirtris Pharmaceuticals, Inc. • March 1st, 2007 • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of April 18, 2006 and is entered into by and between SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, and each of its Subsidiaries that has signed a Joinder Agreement, (hereinafter collectively referred to as the "Borrower"), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation ("Lender").
QuickLinks -- Click here to rapidly navigate through this documentRegistration Rights Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
THIS WARRANT AND THE UNDERLYING SHARES OF SERIES B PREFERRED STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENTSirtris Pharmaceuticals, Inc. • March 1st, 2007 • Massachusetts
AGREEMENT made and entered into in Cambridge, Massachusetts, by and between Sirtris Pharmaceuticals, Inc. (the "Company"), a Massachusetts corporation with its principal place of business at Cambridge, Massachusetts, and Michael Jirousek, of San Diego, California (the "Executive"), effective as of the 30th day of August, 2006.
SIRTRIS PHARMACEUTICALS, INC. 790 MEMORIAL DRIVE, SUITE 104 CAMBRIDGE, MA 02139 December 17, 2005Letter Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Massachusetts
This letter agreement ("Agreement") will confirm our offer to you of employment with Sirtris Pharmaceuticals, Inc. (the "Company"), under the terms and conditions that follow:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2007 • Sirtris Pharmaceuticals, Inc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of June 23, 2006 (the "Effective Date") between SILICON VALLEY BANK, a California corporation and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, ("Bank"), and SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
