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,
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, 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 Borrower, Administrative Agent and the lenders party thereto, and as further amended, supplemented or modified to
date, the Loan Agreement);
WHEREAS, Borrower 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, Borrower has (i) used that certain account of Borrower,
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, Borrower 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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