COMMON STOCK PURCHASE WARRANT T2 BIOSYSTEMS, INC.T2 Biosystems, Inc. • February 16th, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 17, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from T2 Biosystems, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
T2 Biosystems, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 4th, 2018 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
T2 Biosystems, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I(a) hereto (the “Underwriters”) an aggregate of 6,100,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company. In addition, at the election of the Underwriters, the Company proposes, subject to the terms and conditions stated herein, to issue and sell up to 915,000 additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2022 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2022, between T2 Biosystems, Inc., a Delaware corporation (the “Company”), the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • July 30th, 2019 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of July 29, 2019 (the “Execution Date”), is entered into by and between T2 BIOSYSTEMS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
9,018,519 SHARES OF COMMON STOCK 22,222,222 COMMON WARRANTS (EXERCISABLE FOR 22,222,222 WARRANT SHARES) AND 2,092,592 PRE-FUNDED WARRANTS (EXERCISABLE FOR 2,092,592 WARRANT SHARES) T2 BIOSYSTEMS, INC. UNDERWRITING AGREEMENTT2 Biosystems, Inc. • February 16th, 2023 • Surgical & medical instruments & apparatus • New York
The undersigned, T2 Biosystems, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of T2 Biosystems, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANTT2 Biosystems, Inc. • August 16th, 2022 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 15, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 15, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from T2 Biosystems, Inc., a Delaware corporation (the “Company”), up to [ ● ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of the Company’s Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2019 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2019, is entered into by and between T2 BIOSYSTEMS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2022 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
T2 BIOSYSTEMS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 31st, 2021 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
T2 Biosystems, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as of the date first written above, as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2016 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 21, 2016, by and among T2 Biosystems, Inc., a Delaware corporation (the “Company”), and Canon U.S.A., Inc., a New York corporation (the “Purchaser”).
December 31, 2020 Aparna Jha Ahuja, M.D. Dear Aparna,T2 Biosystems, Inc. • March 31st, 2021 • Surgical & medical instruments & apparatus
This letter sets forth the agreement between you and T2 Biosystems, Inc. (the “Company”) regarding certain terms and conditions of your employment. You are entitled to receive the following:
March 21, 2022 Brett Giffin Dear Brett,T2 Biosystems, Inc. • March 31st, 2023 • Surgical & medical instruments & apparatus
This letter sets forth the agreement between you and T2 Biosystems, Inc. (the “Company”) regarding certain terms and conditions of your employment. This replaces any prior agreement between yourself and the Company with respect to the subject matter contained herein. You are entitled to receive the following:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and between T2 Biosystems, Inc. (the “Company”) and [ ] (“Indemnitee”).
Lease Dated September 21, 2017T2 Biosystems, Inc. • November 3rd, 2017 • Surgical & medical instruments & apparatus • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 91 Hartwell Avenue, Lexington, Massachusetts 02421.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 11, 2014 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a lender and Comerica Bank with an office located at 100 Federal Street, 28th Floor, Boston, MA 02110 (each a “Lender” and collectively, the “Lenders”), and T2 Biosystems, Inc., a Delaware corporation with offices located at 101 Hartwell Avenue, Lexington, MA 02421 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
BIOPLEX SYSTEMS, INC. West Newton, MA 02465T2 Biosystems, Inc. • July 28th, 2014 • Surgical & medical instruments & apparatus • Massachusetts
We are pleased that you have agreed to become a consultant to Bioplex Systems, Inc. This Agreement is made as of the date written above (the “Effective Date”) between Bioplex Systems, Inc., a Delaware corporation (the “Company”) and Dr. Langer, at Massachusetts Institute of Technology (the “Institution”). This letter is to confirm our understanding with respect to (i) your rendering services as a consultant to the Company and (ii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company or other third parties with whom the Company does business (the terms and conditions agreed to in this letter shall hereinafter be referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we have agreed as follows:
Employment AgreementEmployment Agreement • January 9th, 2020 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”), dated as of January 8, 2020, is made by and between T2 Biosystems, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and John Sperzel (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of January 8, 2020 (the “Effective Date”).
T2 BIOSYSTEMS, INC.T2 Biosystems, Inc. • July 28th, 2014 • Surgical & medical instruments & apparatus
This letter sets forth the agreement between you and T2 Biosystems, Inc. (the “Company”) regarding certain terms and conditions of your employment. Effective upon the closing of the initial public offering of the Company’s common stock, you will be entitled to receive the following:
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF T2 BIOSYSTEMS, INC. Dated as of December 30, 2016 Void after the date specified in Section 8Term Loan Agreement • March 15th, 2017 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, CRG PARTNERS III PARALLEL FUND "B" (CAYMAN) L.P. or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from T2 Biosystems, Inc., a Delaware corporation (the “Company”), shares of the Company’s common stock, par value $0.001 per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of December 30, 2016 (the “Term Loan Agreement”), by and between the Company, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and CRG Servicing LLC.
ContractT2 Biosystems, Inc. • March 14th, 2019 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
Re: Employment AgreementT2 Biosystems, Inc. • July 28th, 2014 • Surgical & medical instruments & apparatus • Massachusetts
This letter is to confirm our understanding with respect to (i) your employment by T2 Biosystems, Inc., (the “Company”) and (ii) your agreement not to compete with: (A) the Company, or (B) any present or future parent or subsidiary of the Company or wholly-owned affiliate thereof over which you have control, of which you have knowledge of Confidential Information (defined below), or through which you have developed goodwill (each a “Company Affiliate” and collectively, together with the Company, the “Company Group”), (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
T2 BIOSYSTEMS, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 22, 2013Investors’ Rights Agreement • July 28th, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of March 22, 2013, by and among T2 Biosystems, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each, an “Investor” or a “Preferred Holder” and collectively, the “Investors” or the “Preferred Holders”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCKT2 Biosystems, Inc. • March 14th, 2019 • Surgical & medical instruments & apparatus • Delaware
WHEREAS, the Company and the Holder are parties to the Warrant to Purchase Shares of Common Stock, dated as of December 30, 2016 (the “Warrant”); and
THE GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No.: 2006A21314 MGH Case Nos.: 1864 and 2745Exclusive License Agreement • July 2nd, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This License Agreement (“AGREEMENT”) is made as of the 7th day of November, 2006 (“EFFECTIVE DATE”), between Bioplex Systems, Inc., a Delaware corporation, having a principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142 (“COMPANY”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at Fruit Street, Boston, Massachusetts 02114 (“HOSPITAL”), each referred to herein individually as a “PARTY” and collectively as the “PARTIES”.
CO-DEVELOPMENT, COLLABORATION AND CO-MARKETING AGREEMENTMarketing Agreement • March 19th, 2018 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
This Co-Development, Collaboration and Co-Marketing Agreement (the “ Agreement ”) is entered into on November 1, 2016 (the “ Effective Date ”) by and between T2 Biosystems, Inc. , a Delaware corporation (“ T2 Bio ”), having its principal offices at 101 Hartwell Avenue, Lexington, Massachusetts 02421, and Allergan Sales, LLC , a Delaware limited liability company (“ Allergan ”), having its principal offices at Morris Corporate Center III, 400 Interpace Parkway, Parsippany, NJ 07054. T2 Bio and Allergan are each a “ Party ” and together the “ Parties ” to this Agreement.
TERM LOAN AGREEMENT dated as of December 30, 2016 among T2 BIOSYSTEMS, INC., as Borrower, the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto, and CRG SERVICING LLC, as Administrative Agent and...Term Loan Agreement • March 19th, 2018 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SUPPLY AGREEMENTSupply Agreement • January 21st, 2015 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Supply Agreement (“Agreement”) is effective as of the 10th day of October, 2014 (the “Effective Date”) by and between T2 Biosystems, Inc., with its principal place of business at 101 Hartwell Avenue, Lexington, Massachusetts 02421, (“BUYER “) and SMC Ltd., having its principal place of business at 330 SMC Drive, Somerset, WI 54025, together with its Affiliates and Subsidiaries (“SELLER”). SELLER and BUYER may each be referred to individual as a “Party” or together they may be referred to as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2023 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of July 3, 2023, by and among CRG Partners III L.P., CRG Partners III - Parallel Fund “A” L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III Parallel Fund “B” (Cayman) L.P. (together, “CRG” or the “Purchasers”, with each of the purchasing entities, a “Purchaser”) and T2 Biosystems, Inc., a Delaware corporation (the “Company”).
AMENDMENT No. 9 TO TERM LOAN AGREEMENTTerm Loan Agreement • November 15th, 2023 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 9 TO TERM LOAN AGREEMENT, dated as of October 18, 2023 (this “Amendment”) is made among T2 BIOSYSTEMS, INC., a Delaware corporation (“Borrower”), the other Obligors party hereto, CRG SERVICING LLC, as administrative agent and collateral agent (in such capacities, “Administrative Agent”) and the lenders listed on the signature pages hereof under the heading “LENDERS” (each, a “Lender” and, collectively, the “Lenders”), with respect to the Loan Agreement described below.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 30, 2007 (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 T2 BIOSYSTEMS, 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:
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 8th, 2020 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
This Amendment No. 2 to the Equity Distribution Agreement (this “Amendment”) is entered into as of the date first written above by T2 Biosystems, Inc., a Delaware corporation (the “Company”), and Canaccord Genuity LLC (“Canaccord”), that are parties to that certain Equity Distribution Agreement, dated July 30, 2019, as amended on March 9, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
COMMERCIAL LEASECommercial Lease • July 2nd, 2014 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 9th, 2016 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus
This letter sets forth the agreement between you and T2 Biosystems, Inc. (the "Company") regarding certain terms and conditions of your employment.
AMENDMENT NO. 5 TO TERM LOAN AGREEMENTTerm Loan Agreement • November 20th, 2019 • T2 Biosystems, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 5 TO TERM LOAN AGREEMENT, dated as of September 10, 2019 (this “Amendment”) is made among T2 BIOSYSTEMS, INC., a Delaware corporation (“Borrower”), the other Obligors party hereto, CRG SERVICING LLC, as administrative agent and collateral agent (in such capacities, “Administrative Agent”) and the lenders listed on the signature pages hereof under the heading “LENDERS” (each, a “Lender” and, collectively, the “Lenders”), with respect to the Loan Agreement described below.
