CONSENT AND AMENDMENT NO. 11 TO TERM LOAN AGREEMENT

Exhibit 10.2

CONSENT AND AMENDMENT NO. 11 TO TERM LOAN AGREEMENT

THIS CONSENT AND AMENDMENT NO. 11 TO TERM LOAN AGREEMENT, dated as of May 3, 2024 (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.

RECITALS

WHEREAS, Xxxxxxxx, Administrative Agent and the Lenders are parties to the Term Loan Agreement, dated as of December 30, 2016, with the Subsidiary Guarantors from time to time party thereto (as amended by Amendment No. 1 to Term Loan Agreement, dated as of March 1, 2017, as further amended by Amendment No. 2 to Term Loan Agreement, dated as of December 18, 2017, as further amended by Amendment No. 3 to Term Loan Agreement, dated as of March 16, 2018, as further amended by Amendment No. 4 to Term Loan Agreement, dated as of March 13, 2019, as further amended by Amendment No. 5 to Term Loan Agreement, dated as of September 10, 2019, as further amended by Amendment No. 6, dated as of January 25, 2021, as further amended by Amendment No. 7, dated as of February 15, 2022, as further amended by Amendment No. 8, dated as of November 10, 2022, as further amended by Amendment No. 9, dated as of October 18, 2023, and as further amended by Amendment No. 10, dated as of April 12, 2024, in each case, by and among Xxxxxxxx, Administrative Agent and the lenders party thereto, and as further amended, supplemented or modified to date, the “Loan Agreement”);

WHEREAS, Xxxxxxxx has requested, and the Lenders have agreed, to convert $15,000,000 of the outstanding principal amount of the Loans into common Equity Interests of Borrower (the “Conversion”), pursuant to the terms of the Securities Purchase Agreement, dated as May 3, 2024, by and among Borrower and the Lenders (the “Purchase Agreement”);

WHEREAS, Xxxxxxxx has (i) used that certain account of Xxxxxxxx, ending in x5268 (the “Provo Account”), for purposes other than solely for the purpose of payroll, employee benefits, security deposit, withholding tax or other similar trust or fiduciary purposes, thus causing the Provo Account to no longer be an Excluded Account; (ii) failed to grant Administrative Agent a first-priority perfected lien on the Provo Account; (iii) failed to deliver notice of the occurrence of Events of Default as a result of the actions described in clauses (i), (ii) and (iv); and (iv) made certain representations and warranties that may be incorrect or misleading due to the events set forth in the foregoing clauses (i) and (ii), and (iii) (collectively, the “Specified Defaults”);

WHEREAS, Xxxxxxxx has requested that Administrative Agent and the Lenders waive the Specified Defaults; and

WHEREAS, subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders, in accordance with Section 13.04 of the Loan Agreement, have agreed to such requests.

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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

SECTION 1. Definitions; Interpretation.

(a) Terms Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

(b) Interpretation. The rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

SECTION 2. Consent, Waiver and Amendment. Subject to Section 3 of this Amendment:

(a) the Administrative Agent and the Lenders hereby agree to the Conversion. After giving effect to the transactions contemplated by the Purchase Agreement, the outstanding principal amount of the Loans as of May 3, 2024 shall be equal to $11,864,922. For the avoidance of doubt, any accrued but unpaid interest on any principal amounts converted pursuant to the Purchase Agreement shall continue to be outstanding and shall be payable or added to the principal amount of the Loans on the next Payment Date in accordance with the Loan Agreement.

(b) Administrative Agent and the Lenders hereby waive the Specified Defaults, and the parties hereto agree that Borrower shall by May 8, 2024 (or such longer period as agreed to by Administrative Agent in its sole discretion), transfer all funds in the Provo Account that do not meet the requirements of an Excluded Account to another account of the Borrower that is subject to a control agreement in favor of Administrative Agent. The failure to transfer such excess funds as set forth in this Section 2(b) within the foregoing timeline shall automatically result in an Event of Default.

(c) the following definition in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert of capital stock representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Borrower or (b) the acquisition of direct or indirect Control of Borrower by any Person or group of Persons acting jointly or otherwise in concert, in each case whether as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise; provided, for each of clauses (a) and (b), that entities affiliated with any holder of more than 10% of Borrower’s issued and outstanding capital stock as of the Closing Date may collectively acquire, directly or indirectly, beneficially or of record, up to 40% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of Borrower so long as such acquisition is not effected in connection with a transaction as a result of which Borrower ceases to have Equity Interests listed on a national securities exchange or otherwise ceases to be public reporting company; provided further, that (i) the acquisition of any capital stock of Borrower by the Lenders or any of their Affiliates in excess of the thresholds set forth in clause (a) of this definition and/or (ii) the acquisition of direct or indirect Control of Borrower by the Lenders or any of their Affiliates shall not, in each case of the of the foregoing clauses (i) or (ii), constitute a Change of Control.

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SECTION 3. Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be subject to the following conditions precedent:

(a) Borrower, Subsidiary Guarantors, Administrative Agent and the Lenders shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement;

(b) Borrower and the Lenders shall have entered into the Purchase Agreement and the conditions for closing in Sections 7 and 8 of the Purchase Agreement shall have been satisfied or waived;

(c) Lenders shall have purchased the Shares (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement prior to May 15, 2024 and

(d) Xxxxxxxx shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable and documented out of pocket costs and expenses (including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

SECTION 4. Representations and Warranties; Reaffirmation.

(a) Borrower hereby represents and warrants to each Lender as follows:

(i) Borrower has full power, authority and legal right to make and perform this Amendment. This Amendment is within Xxxxxxxx’s corporate powers and has been duly authorized by the Borrower’s board of directors and, if required, by all necessary shareholder (or the equivalent thereof) action. This Amendment has been duly executed and delivered by Xxxxxxxx and constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment (x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will not violate (i) the charter, bylaws or other organizational documents of Borrower and its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (z) will not violate or result in a default under any Material Agreement or agreement creating or evidencing any Material Indebtedness, or give rise to a right thereunder to require any payment to be made by any such Person.

(ii) Immediately after giving effect to this Amendment, the representations and warranties in Section 7 of the Loan Agreement (other than the representations and warranties in Section 7.04(b) and Section 7.11) are true and correct in all material respects (taking in to account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)

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(unless qualified by materiality or Material Adverse Effect, in which case they are true in all respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement)), in each case on and as of the date hereof, with the same force and effect as if made on and as of the date hereof (except that the representation regarding representations and warranties that refer to a specific earlier date is that they were true and correct in all material respects on such earlier date (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement) (unless qualified).

(iii) Immediately after giving effect to this Amendment, no Default or Event of Default under the Loan Agreement shall have occurred and be continuing.

(b) Each Obligor hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Amendment, except as expressly provided herein. By executing this Amendment, each Obligor acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment.

SECTION 5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

(b) Submission to Jurisdiction. Xxxxxxxx agrees that any suit, action or proceeding with respect to this Amendment or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for the benefit of Administrative Agent and the Lenders only and, as a result, none of Administrative Agent or any Lender shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, Administrative Agent and the Lenders may take concurrent proceedings in any number of jurisdictions.

(C) WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT.

SECTION 6. Release of Claims. Each Obligor hereby absolutely and unconditionally releases and forever discharges Administrative Agent and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each,

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a “Claim” and collectively, the “Claims”), which such Xxxxxxx has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. Each Obligor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Obligor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above.

SECTION 7. Miscellaneous.

(a) No Waiver. Except as expressly set forth in Section 2, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended hereby.

(b) Severability. In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(c) Headings. Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.

(d) Integration. This Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

(e) Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Executed counterparts delivered by facsimile or other electronic transmission (e.g., “PDF” or “TIF”) shall be effective as delivery of a manually executed counterpart.

(f) Controlling Provisions. In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.

BORROWER:
T2 BIOSYSTEMS, INC.
By		/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: CFO

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[Signature Page to Consent and Amendment No. 11]

ADMINISTRATIVE AGENT:
CRG SERVICING LLC
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory
LENDERS:
CRG PARTNERS III L.P.
By CRG PARTNERS III GP L.P., its General Partner
By CRG PARTNERS III GP LLC, its General Partner
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
CRG PARTNERS III – PARALLEL FUND “A” L.P.
By CRG PARTNERS III – PARALLEL FUND“A” GP L.P., its General Partner
By CRG PARTNERS III – PARALLEL FUND“A” GP LLC, its General Partner
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
CRG PARTNERS III (XXXXXX) UNLEV AIV I L.P.
By CRG PARTNERS III (CAYMAN) GP L.P., its General Partner
By CRG PARTNERS III (CAYMAN) GP LLC, its General Partner
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
Witness:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx

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CRG PARTNERS III (XXXXXX) XXX XXX I L.P.
By CRG PARTNERS III (CAYMAN) GP L.P., its General Partner
By CRG PARTNERS III (CAYMAN) GP LLC, its General Partner
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
Witness:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
CRG PARTNERS III PARALLEL FUND “B” (CAYMAN) L.P.
By CRG PARTNERS III (CAYMAN) GP L.P., its General Partner
By CRG PARTNERS III (CAYMAN) GP LLC, its General Partner
By		/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
Witness:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx

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