0001047469-07-001505 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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"):

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STOCK RESTRICTION AGREEMENT
Stock 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").

AMENDMENT TO LEASE
Sirtris 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").

EMPLOYEE CONFIDENTIALITY, NON-COMPETITION, AND PROPRIETARY INFORMATION AGREEMENT
Information 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 AGREEMENT
Registration 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 AGREEMENT
Lease 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, 2005
Employment 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:

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Warrant 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, 2005
Letter 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:

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Sirtris 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 AGREEMENT
Loan 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").

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Registration 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.

AGREEMENT
Sirtris 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, 2005
Letter 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 AGREEMENT
Loan 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:

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