T2 Biosystems, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 28th, 2014 • 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 hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”.
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”).
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:
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:
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.
