Exhibit 10.66
Execution Version
WAIVER
THIS WAIVER, dated as of January 23, 2023 (this “Waiver”) is made among T2 BIOSYSTEMS, INC., a Delaware corporation (“Borrower”), 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, Borrower, 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, and as further amended by Amendment No. 8, dated as of November 10, 2022, in each case, by and among Borrower, Administrative Agent and the lenders party thereto, and as further amended, supplemented or modified to date, the “Loan Agreement”);
WHEREAS, Borrower (i) issued shares of Series A convertible preferred stock, par value
$0.001 per share (the “Series A Preferred Stock”), which constituted Indebtedness of the Borrower, in violation of Section 9.01 of the Loan Agreement, (ii) on October 26, 2022, paid
$330,000 in connection with the redemption of the Series A Preferred Stock, in violation of Sections 9.06 and 9.07 of the Loan Agreement, and (iii) failed to deliver notice of the occurrence of Events of Default as a result of the actions described in the foregoing clauses (i) and (ii), in violation of Section 8.02(a) of the Loan Agreement (the actions described in the foregoing clauses
WHEREAS, Borrower has requested that Administrative Agent and the Lenders (which Lenders constitute the Majority Lenders pursuant to Section 13.04 of the Loan Agreement), and Administrative Agent and such Lenders have agreed to waive the Specified Events of Default.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
SECTION 1. Definitions; Interpretation.
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SECTION 2. Waiver. Subject to Section 4 of this Waiver, Administrative Agent and the Lenders, which constitute the Majority Lenders as required by Section 13.04 of the Loan Agreement, hereby waive the Specified Events of Default.
SECTION 3. Representations and Warranties; Reaffirmation.
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SECTION 4. Conditions of Effectiveness. The effectiveness of Section 2 of this Waiver shall be subject to the following conditions precedent:
SECTION 5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
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 WAIVER.
SECTION 6. Release of Claims. Each Obligor hereby absolutely and unconditionally releases and forever discharges Administrative Agent and each Lender, and any and all 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, a “Claim” and collectively, the “Claims”), which such Obligor 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 Waiver, whether such claims, demands and causes of action are matured or unmatured or known or unknown. Each
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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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Waiver, as of the date first above written.
BORROWER:
T2 BIOSYSTEMS, INC.
By Name: John M. Sprague
Title: Chief Financial Officer
[Signature Page to Waiver]
Exhibit 10.66
ADMINISTRATIVE AGENT:
CRG SERVICING LLC
By:
Name: Nathan Hukill
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 Name: Nathan Hukill
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 Name: Nathan Hukill
Title: Authorized Signatory
CRG PARTNERS III (CAYMAN) 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 Name: Nathan Hukill
Erica PalestriniTitle: Authorized Signatory
Witness: Name:
[Signature Page to Waiver]
Exhibit 10.66
CRG PARTNERS III (CAYMAN) LEV 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 Name: Nathan Hukill
Title: Authorized Signatory
Witness:
[Signature Page to Waiver]
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Name:
[Signature Page to Waiver]
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Erica Palestrini
[Signature Page to Waiver]
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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 Name: Nathan Hukill
Title: Authorized Signatory
Witness:
Name: Erica Palestrini
[Signature Page to Waiver]