QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.6    
    


LOAN AND SECURITY AGREEMENT 


        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"). 


RECITALS 


        A.    Borrower
has requested Lender to make available to Borrower a loan in an aggregate principal amount of up to Fifteen Million Dollars ($15,000,000); and 


        B.    Lender
is willing to make the loan on the terms and conditions set forth in this Agreement. 


AGREEMENT 


        NOW,
THEREFORE, Borrower and Lender agree as follows: 



SECTION 1.    DEFINITIONS AND RULES OF CONSTRUCTION 


        1.1.  Unless
otherwise defined herein, the following capitalized terms shall have the following meanings: 



        "Account
Control Agreement(s)" means any agreement entered into by and among the Lender, Borrower and a third party Bank or other institution (including a Securities Intermediary) in
which Borrower maintains a Deposit Account or Investment Property and which is intended to perfect Lender's security interest in any of the Collateral. 



        "Advance"
means any funds advanced under this Agreement. 


        "Advance
Date" means the funding date of any Advance. 


        "Advance
Request" means a request for an Advance submitted by Borrower to Lender in substantially the form of Exhibit A. 


        "Affiliate"
or "Affiliates" of any Person means any Person controlled by, controlling or under common control with or under common management with such Person, and with respect to the
Borrower shall include any Subsidiary of the Borrower. For purposes of this definition, "Control", when used with respect to a specified person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 


        "Agreement"
means this Loan and Security Agreement, as the same may from time to time be amended, modified, supplemented or restated from time to time in accordance with the terms
hereof. 


        "Borrower
Products" means all products, software, service offerings, technical data or technology currently being designed, manufactured or sold by Borrower or which Borrower intends to
sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or
technology that have been sold, licensed or distributed by Borrower since its incorporation. 


        "Cash"
means all cash and liquid funds. 



1







 




        "Closing
Date" means the date of this Agreement. 



        "Collateral"
means the property described in Section 3. 


        "Commitment
Fee" means the commitment fee in the amount of $30,000 previously paid by the Borrower to Lender. 


        "Contingent
Obligation" means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that
Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant
services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate
collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term
"Contingent Obligation" shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support
arrangement. 


        "Copyrights"
means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country. 


        "Copyright
License" means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by Borrower or in which Borrower now
holds or hereafter acquires any interest. 


        "Deposit
Accounts" means any "deposit accounts," as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit. 


        "Event
of Default" has the meaning given to it in Section 9. 


        "Facility
Fee" means one percent (1.0%) of the Maximum Loan Amount. 


        "Financial
Statements" has the meaning given to it in Section 7.1. 


        "Fully
Diluted Capitalization" means, at any given time, the number of shares of Borrower's (i) common stock issued and outstanding, and (ii) common stock ultimately
issuable upon conversion, exercise or exchange of any outstanding rights to purchase Borrower's capital stock, including preferred stock, options, warrants, employee stock plans and convertible debt. 


        "GAAP"
means generally accepted accounting principles in the United States of America, as in effect from time to time. 


        "Indebtedness"
means indebtedness of any kind, including (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement
and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease
obligations, and (d) all Contingent Obligations. 



2







 




        "Initial
Public Offering" means the initial firm commitment underwritten offering of Borrower's common stock pursuant to a registration statement under the Securities Act of 1933 filed
with and declared effective by the Securities and Exchange Commission. 



        "Intellectual
Property" means all Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions owned or hereafter acquired by Borrower; Borrower's applications therefor and
reissues, extensions, or renewals thereof; and Borrower's goodwill associated with any of the foregoing, together with Borrower's rights to sue for past, present and future infringement of
Intellectual Property and the goodwill associated therewith. 


        "Interest
Rate" means for any day, the prime rate as reported in The Wall Street Journal plus 2.85%. 



        "Joinder
Agreements" means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as  Exhibit G. 


        "Lender"
has the meaning given to it in the preamble to this Agreement. 


        "License"
means any Copyright License, Patent License, Trademark License or other license of Intellectual Property rights or interests. 


        "Lien"
means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred
or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and the filing of any
financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the UCC or comparable law of any jurisdiction. 


        "Loan"
means the Advance or Advances made under this Agreement. 


        "Loan
Documents" means this Agreement, the Notes, Account Control Agreements, Joinder Agreements, all UCC Financing Statements, the Warrant, and any other documents executed in
connection with the Secured Obligations or the transactions contemplated hereby, as the same may from time to time be amended, modified, supplemented or restated. 



        "Material
Adverse Effect" means a material adverse effect upon: (i) the business, operations, properties, assets, or condition (financial or otherwise) of Borrower; or
(ii) the ability of Borrower to perform the Secured Obligations in accordance with the terms of the Loan Documents. 


        "Maturity
Date" means April 1, 2011. 


        "Maximum
Loan Amount" means $10,000,000, provided that after Lender has received evidence reasonably satisfactory to Lender that Borrower has initiated at least two (2) clinical
trials prior to June 30, 2007, Maximum Loan Amount will mean $15,000,000. 


        "Maximum
Rate" shall have the meaning assigned to such term in Section 2.5. 


        "Merger"
means any (i) reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of Borrower or any Subsidiary that is a
Borrower in which the holders of Borrower's or such Subsidiary's outstanding shares, or Affiliates of such holders, immediately before consummation of such transaction or series of related
transactions, do not immediately after consummation of such transaction or series of related transactions, hold shares representing more than 50% of the voting power of the surviving entity of such
transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent) in each case without regard to whether Borrower or
Subsidiary is the surviving entity, (ii) sale or transfer of outstanding shares (or similar transaction or series of related transactions) of Borrower or any Subsidiary that is a Borrower in
which the holders of 



3







 

Borrower
or such Subsidiary's outstanding shares, or Affiliates of such holders, immediately before consummation of such transaction or series of related transactions do not, immediately after
consummation of such transaction or series of related transactions, retain shares representing at least more than fifty percent (50%) of the voting power of the surviving entity of such transaction or
series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether Borrower or such Subsidiary is
the surviving entity, (iii) if, in connection with the sale of outstanding shares (or a similar transaction or series of related transactions) of Borrower, (A) the valuation (determined
by multiplying the per share price of securities sold or issued in such transaction by the Fully Diluted Capitalization) of Borrower after such transaction is less than $40,000,000 and
(B) capital raised is less than $10,000,000; (v) sale, lease, exclusive license or transfer of all or substantially all of the assets of Borrower or any Subsidiary that is a Borrower; or
(vi) acquisition by Borrower or any Subsidiary that is a Borrower of all or substantially all of the capital stock or assets of another Person in which the holders of the applicable acquiring
Borrower or such Subsidiary's outstanding shares, of Affiliates of such holders, immediately before consummation of such transaction do not, immediately after consummation of such transaction, hold
shares representing more than 50% of the voting power of such Borrower or Subsidiary, as applicable, provided however, that in all cases a Subsidiary may be merged into Borrower or into another
Subsidiary without constituting a "Merger." 


        "Next
Event" means the closing of Borrower's next round of private equity financing of at least $5,000,000 which first becomes effective after the Closing Date; provided, however, "Next
Event" shall not include sales or issuances of securities of the Company in connection with joint ventures, licenses or other strategic transactions.. 


        "Note"
means Promissory Notes in substantially the form of Exhibit B as to the initial Advance, and Promissory Notes in
substantially the form of Exhibit B-1 as to the subsequent Advance. 



        "Patent
License" means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement
Borrower now holds or hereafter acquires any interest. 


        "Patents"
means all all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications
for letters patent of, or rights corresponding thereto, in the United States or any other country. 


        "Permitted
Indebtedness" means: (a) Indebtedness of Borrower in favor of Lender arising under this Agreement or any other Loan Document; (b) Indebtedness existing on the
Closing Date and disclosed in Schedule 1A; (c) Indebtedness of up to $2,000,000 outstanding at any time secured by a lien described in
clause (vi) of the defined term "Permitted Liens," provided such Indebtedness does not exceed the greater of the cost or fair market value of the equipment financed with such Indebtedness;
(d) Indebtedness to trade creditors incurred in the ordinary course of business, including Indebtedness incurred in the ordinary course of business with corporate credit cards;
(e) Indebtedness that also constitutes a Permitted Investment; (f) Indebtedness that is subordinated to the Secured Obligations on terms reasonably acceptable to Lender; (g) all
Permitted Investments; and (h) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose
materially more burdensome terms upon Borrower or its Subsidiary, as the case may be. 


        "Permitted
Investment" means: (a) Investments existing on the Closing Date disclosed in Schedule 1B; (b) (i)
marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the 



4







 




date
of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2
from either Standard & Poor's Corporation or Moody's Investors Service, (iii) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one
year from the date of investment therein, and (iv) money market accounts; (c) Repurchases of stock from former employees, directors, or consultants of Borrower under the terms of
applicable repurchase agreements at the original issuance price of such securities in an aggregate amount not to exceed $250,000 in any fiscal year, provided that no Event of Default has occurred, is
continuing or would exist after giving effect to the repurchases; (d) Investments accepted in connection with Permitted Transfers; (e) Investments (including debt obligations) received
in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary
course of Borrower's business; (f) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the
ordinary course of business, provided that this subparagraph (f) shall not apply to Investments of Borrower in any Subsidiary; (g) additional Investments that do not exceed $500,000 in
the aggregate in any fiscal year; (h) joint ventures or strategic alliances in the ordinary course of business; (i) Investments by Borrower in any other Borrower; (j) Investments
by Borrower in any Subsidiary that is not a Borrower that do not exceed $500,000 in the aggregate in any fiscal year; (k) Investments consisting of in-licensing of technology or
products in the ordinary course of business; (l) Permitted Indebtedness; and (m) Investments made in accordance with borrower's investment policy, as approved form time to time by
Borrower's Board of Directors. 


        "Permitted
Liens" means any and all of the following: (i) Liens existing on the Closing Date disclosed in Schedule 1C;
(ii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings;  provided, that Borrower maintains
adequate reserves therefor in accordance with GAAP; (iii) Liens securing claims or demands of materialmen,
artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of Borrower's business and imposed without action of such parties;  provided, that the payment
thereof is not yet required; (iv) Liens arising from judgments, decrees or attachments in circumstances which do not
constitute an Event of Default hereunder; (v) the following deposits, to the extent made in the ordinary course of business: deposits under worker's compensation, unemployment insurance, social
security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds
for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than liens arising under ERISA or environmental liens) or
surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vi) liens in connection with Equipment securing Indebtedness permitted in clause (c) of "Permitted
Indebtedness"; and (vii) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (i) through
(vii) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the
principal amount of the indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase. 


        "Permitted
Transfers" means (i) sales of Inventory in the normal course of business, (ii) licenses and similar arrangements for the use of Intellectual Property in the
ordinary course of business, (iii) dispositions of worn-out obsolete Equipment, or (iv) transfers between Borrower and any Subsidiary that has signed a Joinder Agreement. 



5







 




        "Person"
means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution,
other entity or government. 


        "Preferred
Stock" means at any given time any equity security issued by Borrower that has any rights, preferences or privileges senior to Borrower's common stock. 


        "Receivables"
means (i) all of Borrower's Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter
of Credit Rights, and (ii) all customer lists, software, and business records related thereto. 


        "Secured
Obligations" means Borrower's obligation to repay to Lender the Loan and all Advances (whether or not evidenced by any Note), together with all principal, interest, fees, costs,
professional fees and expenses, or other liabilities or obligations for monetary amounts owed by Borrower to Lender
however arising under the Loan Documents, including the indemnity and insurance obligations in Section 6 and including such amounts as may accrue or be incurred before or after default or
workout or the commencement of any liquidation, dissolution, bankruptcy, receivership or reorganization by or against Borrower, whether due or to become due, matured or unmatured, liquidated or
unliquidated, contingent or non-contingent, and all covenants and duties of any kind or nature, present or future, in each case, arising under this Agreement, the Notes, or any of the
other Loan Documents, as the same may from time to time be amended, modified, supplemented or restated, whether or not such obligations are partially or fully secured by the value of Collateral. 


        "Subsidiary"
means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which Borrower directly or indirectly owns or controls 50% or more
of the outstanding voting securities, including each entity listed on Schedule 1 hereto. 


        "Trademark
License" means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower now
holds or hereafter acquires any interest. 


        "Trademarks"
means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof. 


        "UCC"
means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the
event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender's Lien on any Collateral is governed by the Uniform
Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then the term "UCC" shall mean the Uniform Commercial Code as in effect, from time to
time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.
Unless otherwise defined herein or in the other Loan Documents, terms that are defined in the UCC and used herein or in the other Loan Documents shall, unless the context indicates otherwise, have the
meanings given to them in the UCC. 


        "Warrant"
means the warrant entered into in connection with the Loan. 




        1.2.  Unless
otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a "Section," "subsection," "Exhibit," "Annex," or "Schedule" shall refer
to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other
Loan Documents shall have 


6







 

the
meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. 


SECTION 2.    THE LOAN 


        2.1.    Advances.    Subject to the terms and conditions of this Agreement, Lender will make one Advance to Borrower
in an aggregate amount of $10,000,000 on the Closing Date ("Tranche A"). Beginning June 30, 2007, and continuing for 90 days thereafter, Borrower may request one additional Advance in an
aggregate amount up to $5,000,000 ("Tranche B"), provided Lender has received evidence reasonably satisfactory to Lender that Borrower has initiated at least two (2) clinical trials before
June 30, 2007. The aggregate outstanding Advances may be up to the Maximum Loan Amount.. 


        2.2.    Advance Request.    To obtain an Advance, Borrower shall complete, sign and deliver an Advance Request and
Note to Lender. Lender shall fund the Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Advance contained in Section 4 is satisfied
as of the requested Advance Date, provided however that the conditions in Section 4.1 shall only apply to the initial Advance. 



        2.3.    Interest.    The principal balance of each Advance shall bear interest thereon from the Advance Date,
calculated at the Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Interest Rate for each Advance will be
fixed on the date of that Advance, and will apply to that Advance for so long as it is outstanding, including during the period of amortization. 


        2.4.    Payment.    Borrower will pay interest on each Advance on the first day of each month, beginning the month
after the Advance Date. Borrower shall repay the aggregate principal balance that is outstanding on July 31, 2007, in 45 equal monthly installments of principal and interest beginning
August 1, 2007 and continuing on the first business day of each month thereafter.    The entire principal balance and all accrued but unpaid interest hereunder, shall be due and
payable on April 1, 2011. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. 


        2.5.    Maximum Interest.    Notwithstanding any provision in this Agreement, the Notes, or any other Loan Document,
it is the parties' intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem
applicable hereto (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the "Maximum Rate"). If Borrower has
actually paid to Lender an amount of interest in excess of the amount that would have been payable if all of the Secured Obligations had at all times borne interest at the Maximum Rate, then such
excess interest actually paid by Borrower shall be applied as follows: first, to the payment of principal outstanding on the Notes;  second, after all
principal is repaid, to the payment of Lender's accrued interest, costs, expenses, professional fees and any other Secured
Obligations; and third, after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower. 


        2.6.    Default Interest.    Upon the occurrence and during the continuation of an Event of Default hereunder, all
Secured Obligations, including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.2 plus five
percent (5%) per annum. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth
in Section 2.3 or Section 2.6, as applicable. 



        2.7.    Prepayment.    At its option, Borrower may prepay all or any part of the outstanding Advances by paying all or
any part of the principal balance, all accrued interest, and a prepayment premium equal to 3% of the amount prepaid if prepaid before the first anniversary of the Closing Date, 2% of the amount
prepaid if prepaid on or after the first anniversary of the Closing Date but before the 


7







 



second
anniversary of the Closing Date, 1% of the amount prepaid if prepaid on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date, and 0% of the
amount prepaid if prepaid on or after the third anniversary of the Closing Date. Borrower shall prepay the outstanding amount of all principal and accrued interest and unpaid interest upon a Merger. 


SECTION 3.    SECURITY INTEREST 


        3.1.  As
security for the prompt, complete and indefeasible payment when due (whether on the Payment Dates or otherwise) of all the Secured Obligations, Borrower grants to
Lender a security interest in all of Borrower's personal property now owned or hereafter acquired, including the following: (collectively, the "Collateral"): (a) Receivables;
(b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Accounts; (f) Inventory; (g) Investment Property; (h) Deposit Accounts; (i) Cash;
(j) Goods and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located;
and (k) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the
foregoing, provided that Collateral does not include Intellectual Property, but does include any proceeds arising out of the disposition of Intellectual
Property. The Borrower authorizes Lender to file from time to time where permitted by law, such financing statements against the Collateral as Lender deems necessary to perfect its security interest
in the Collateral. 



SECTION 4.    CONDITIONS PRECEDENT TO LOAN 


        The
obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions: 


        4.1.    Initial Advance.    On or prior to the Closing Date, Borrower shall have delivered to Lender the following: 



        (a)   executed
originals of the Loan Documents, a legal opinion of Borrower's counsel, and all other documents and instruments reasonably required by Lender to effectuate the
transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender; 


        (b)   certified
copy of resolutions of Borrower's board of directors evidencing approval of (i) the Loans and other transactions evidenced by the Loan Documents; and
(ii) the Warrant and transactions evidenced thereby; 


        (c)   certified
copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower; 



        (d)   a
certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the
failure to be qualified would have a Material Adverse Effect; 



8









  



        (e)   payment
of the Facility Fee and reimbursement of Lender's current expenses reimbursable pursuant to Section 11.11, which amounts may be deducted from the initial
Advance; and 


        (f)    such
other documents as Lender may reasonably request. 




        4.2.    All Advances.    On each Advance Date: 



        (a)   Lender
shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2, and a Note, each duly executed by Borrower's Chief
Executive Officer or Chief Financial Officer, and (ii) any other documents Lender may reasonably request. 


        (b)   The
representations and warranties set forth in this Agreement and in Section 5 and in the Warrant shall be true and correct in all material respects on and as of
the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. 


        (c)   Borrower
shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the
time of and immediately after such Advance no Event of Default shall have occurred and be continuing. 


        (d)   Each
Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs
(b) and (c) of this Section and as to the matters set forth in the Advance Request. 




SECTION 5.    REPRESENTATIONS AND WARRANTIES OF BORROWER 


        Borrower
represents, warrants and agrees that: 


        5.1.    Corporate Status.    Borrower is a corporation duly organized, legally existing and in good standing under the
laws of the State of Delaware, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and
where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. Borrower's present name, former names (if any), locations, place of formation, tax identification
number, organizational identification number and other information are correctly set forth in Exhibit C. 


        5.2.    Collateral.    Borrower owns all right, title and interest in and to the Collateral, free of all Liens
whatsoever, except for Permitted Liens. Borrower has the full power and authority to grant and convey to Lender a Lien in the Collateral as security for the Secured Obligations, free of all other
Liens other than Permitted Liens. 


        5.3.    Consents.    Borrower's execution, delivery and performance of the Notes, this Agreement and all other Loan
Documents, and Borrower's execution of the Warrant, (i) have been duly authorized by all necessary corporate action of Borrower, (ii) will not result in the creation or imposition of any
Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents, (iii) do not violate any provisions of Borrower's Certificate of
Incorporation, bylaws, or any material law, regulation, order, injunction, judgment, decree or writ to which Borrower is subject and (iv) except as described on  Schedule 5.3, do not violate
any material contract or agreement or require the consent or approval of any other Person. The individual or
individuals executing the Loan Documents and the Warrant are duly authorized to do so. 


        5.4.    Material Adverse Effect.    No event that has had or would reasonably be expected to have a Material Adverse
Effect has occurred and is continuing, and Borrower is not aware of any event likely to occur that is reasonably expected to result in a Material Adverse Effect. 


        5.5.    Actions Before Governmental Authorities.    Except as described on  Schedule 5.5, there are no actions, suits or
proceedings at law or in equity or by or before any governmental authority now 


9







 



pending
or, to the knowledge of Borrower, threatened in writing against or affecting Borrower or any business, property or rights of Borrower (i) which involve any Loan Document or
(ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would reasonably be expected to, individually or in the aggregate, result in a
Material Adverse Effect. 


        5.6.    Laws.    Borrower is not in violation of any law, rule or regulation, or in default with respect to any
judgment, writ, injunction or decree of any governmental authority, where such violation or default is reasonably expected to result in a Material Adverse Effect. Borrower is not in default in any
manner under any provision of any indenture or other agreement, contract or instrument evidencing indebtedness, or any other material agreement, contract or instrument to which it is a party or by
which
it or any of its properties or assets are or may be bound and for which such default would reasonably be expected to result in a Material Adverse Effect. 


        5.7.    Information Correct.    No information, report, Advance Request, financial statement, exhibit or schedule
furnished, by or on behalf of Borrower to Lender in connection with any Loan Document or included therein or delivered pursuant thereto contained or contains any material misstatement of fact or
omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading. 


        5.8.    Tax Matters.    Except as described on Schedule 5.8,
(a) Borrower has filed all federal, state and local tax returns that it is required to file, (b) Borrower has duly paid or fully reserved for all taxes or installments thereof (including
any interest or penalties) as and when due, which have become due pursuant to such returns, and (c) Borrower has paid or fully reserved for any tax assessment received by Borrower for the three
(3) years preceding the Closing Date, if any (including any taxes being contested in good faith and by appropriate proceedings). 


        5.9.    Intellectual Property Claims.    Borrower is the sole owner of, or otherwise has the right to use, the
Intellectual Property. Except as described on Schedule 5.9, each of the material Copyrights, Trademarks and Patents is valid and enforceable, and
no part of the Intellectual Property that is owned by Borrower has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual
Property violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect.  Exhibit D is a true, correct and complete list
of each of Borrower's Patents, registered Trademarks, registered Copyrights, and material
agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses and other licenses which if terminated could not reasonably be
expected to result in a Material Adverse Effect), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary. Borrower is not in material breach of, nor has
Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower's knowledge, no third party to any such contract, license or
agreement is in material breach thereof or has failed to perform any material obligations thereunder. 


        5.10.    Intellectual Property.    Except as described on  Schedule 5.10, Borrower's Intellectual Property constitutes all rights
used in or necessary in the operation or conduct of Borrower's business as
currently conducted and proposed to be conducted by Borrower. Except as described on Schedule 5.10, without limiting the generality of the
foregoing, Borrower has the right to freely transfer, license or assign Intellectual Property without condition, restriction or payment of any kind to any third party. 


        5.11.    Borrower Products.    Except as described on  Schedule 5.11, no Intellectual Property owned by Borrower or Borrower
Product has been or is subject to any actual or, to the knowledge of
Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order,
judgment, settlement agreement or stipulation that restricts in any manner Borrower's use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no
decree, order, 


10







 



judgment,
agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any
future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. There is no outstanding or, to the knowledge of Borrower, threatened, dispute or
disagreement of which Borrower is aware with respect to any contract, license or agreement between Borrower and any third party related to the Intellectual Property. Borrower has not received any
written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower's ownership in any Intellectual Property (or written notice of any claim
challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect
thereto nor, to Borrower's knowledge, is there a reasonable basis for any such claim. Neither Borrower's use of its Intellectual Property nor the production and sale of Borrower Products infringes the
intellectual property or other rights of others. 


        5.12.    Financial Accounts.    Schedule 5.12 is a true,
correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or
any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the
account is held, a description of the purpose of the account, and the complete account number therefor. 



        5.13.    Employee Loans.    Except as provided on Schedule 5.13, Borrower has no outstanding loans to any
employee, officer or director of the Borrower nor has Borrower guaranteed the payment of any loan made to an employee, officer or director of the Borrower by a third party. 


        5.14.    Capitalization.    Borrower's capitalization is set forth on  Schedule 5.14 annexed hereto. Borrower does not own any
stock, partnership interest or other equity securities of any Person, except for
Permitted Investments. Attached as Schedule 5.14 hereto is a true, correct and complete list of each Subsidiary. 


SECTION 6.    INSURANCE; INDEMNIFICATION 


        6.1.    Coverage.    So long as there are any Secured Obligations outstanding, Borrower shall cause to be carried and
maintained commercial general liability insurance, on an occurrence form, against risks
customarily insured against in Borrower's line of business. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual
liability per the terms of the indemnification agreement found in Section 6.4. Borrower must maintain a minimum of Two Million Dollars ($2,000,000.00) of commercial general liability insurance
for each occurrence. So long as there are any Secured Obligations outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of
physical loss or damage howsoever caused, in an amount customarily insured against in Borrower's line of business. 


        6.2.    Certificates.    Borrower shall deliver to Lender certificates of insurance that evidence Borrower's
compliance with its insurance obligations in Section 6.1 and the obligations contained in this Section 6.2. Borrower's insurance certificate shall state Lender is an additional insured
for commercial general liability, an additional insured and a loss payee for all risk property damage insurance, subject to the insurer's approval, a loss payee for fidelity insurance, and a loss
payee for property insurance and additional insured for liability insurance for any future insurance that Borrower may acquire from such insurer. Attached to the certificates of insurance will be
additional insured endorsements for liability and lender's loss payable endorsements for all risk property damage insurance and fidelity. All certificates of insurance will provide for a minimum of
thirty (30) days advance written notice to Lender of cancellation or any other change adverse to Lender's interests. Any failure of Lender to scrutinize such insurance certificates for
compliance is not a waiver of any of Lender's rights, all of which are reserved. 


11







 



        6.3.    Indemnity.    Borrower shall and does hereby indemnify and hold Lender, its officers, directors, employees,
agents, in-house attorneys, representatives and shareholders harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses,
damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys' fees and disbursements and other costs of investigation or defense (including
those incurred upon any appeal), that may be instituted or asserted against or incurred by Lender or any such Person as the result of credit having been extended, suspended or terminated under this
Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures
to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases claims resulting from Lender's gross negligence or willful misconduct.
Borrower agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding
taxes imposed on or measured by the net income of Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement. 


SECTION 7.    COVENANTS OF BORROWER 


        Borrower
agrees as follows: 


        7.1.    Financial Reports.    Borrower shall furnish to Lender the Compliance Certificate in the form of  Exhibit F monthly
within 30 days after the end of each month and the financial statements listed hereinafter, each prepared in accordance
with GAAP, consistently applied (the "Financial Statements"): 



        (a)   as
soon as practicable (and in any event within 30 days) after the end of each month, unaudited interim financial statements as of the end of such month (prepared
on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies
(including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower's
Chief Executive Officer or Chief Financial Officer; 


        (b)   as
soon as practicable (and in any event within 45 days) after the end of each calendar quarter, unaudited interim financial statements as of the end of such
calendar quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any
material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all
certified by Borrower's Chief Executive Officer or Chief Financial Officer; 


        (c)   as
soon as practicable (and in any event within 90 days) after the end of each fiscal year, unaudited interim financial statements as of the end of such fiscal
year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material
contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified
by Borrower's Chief Executive Officer or Chief Financial Officer; 


        (d)   as
soon as practicable (and in any event within 180 days) after the end of each fiscal year, (i) unqualified audited financial statements as of the end of
such year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the
corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by Borrower and reasonably acceptable to Lender, accompanied by any
management report from such accountants; 



12







 




        (e)   promptly
after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports that Borrower has made available to
holders of its Series C Preferred Stock and copies of any regular, periodic and special reports or registration statements that Borrower
files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or any national securities exchange; 


        (f)    at
the same time and in the same manner as it gives to its directors, copies of all notices, minutes, consents and other materials that Borrower provides to its
directors in connection with meetings of the Board of Directors, and within 30 days after the approval by the Board of Directors of the minutes of each such meeting, minutes of such meeting
(provided that Lender may be excluded from any such material if disclosure of such material to Lender, in the good faith judgment of Borrower, would be a violation of attorney-client privilege or
would be necessary to avoid breaching an agreement with a third party to keep such third party's information confidential); and 


        (g)   budgets,
operating plans and other financial information reasonably requested by Lender. 




        The
executed Compliance Certificate may be sent via facsimile to Lender at (866) 468-8916 or via e-mail to pshah@herculestech.com. All Financial Statements
required to be delivered pursuant to clauses (a), (b) and (c) shall be sent via e-mail to pshah@herculestech.com provided,
that if e-mail is not available or sending such Financial Statements via e-mail is not possible, they shall be sent via facsimile to Lender at:
(866) 468-8916, attention Chief Credit Officer, reference SIRTRIS PHARMACEUTICALS, INC. 


        7.2.    Management Rights.    Borrower shall permit any representative that Lender authorizes, including its attorneys
and accountants, to inspect the Collateral, examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business
hours, excluding material, disclosure of which to Lender, in the good faith judgment of Borrower, would be a violation of attorney-client privilege or would breach an agreement with a third party to
keep such third party's information confidential. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and
records. In addition, Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting
Borrower provided that such consultations do not unreasonably interfere with Borrower's business operations. The parties intend that the rights granted Lender shall constitute "management rights"
within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Lender with respect to any business issues shall not be deemed
to give Lender, nor be deemed an exercise by Lender of, control over Borrower's management or policies. 


        7.3.    Further Assurances.    Borrower shall from time to time execute, deliver and file, alone or with Lender, any
financing statements, security agreements, collateral assignments, notices, control agreements, or other documents to perfect or give the highest priority to Lender's Lien on the Collateral. Borrower
shall from time to time procure any instruments or documents as may be reasonably requested by Lender, and take all further action that may be necessary or desirable, to perfect and protect the Liens
granted hereby and thereby. In addition, and for such purposes only, Borrower hereby authorizes Lender to execute and deliver on behalf of Borrower and to file such financing statements, collateral
assignments, notices, control agreements, security agreements and other documents without the
signature of Borrower either in Lender's name or in the name of Lender as agent and attorney-in-fact for Borrower. Borrower shall protect and defend Borrower's title to the
Collateral and Lender's Lien thereon against all Persons claiming any interest adverse to Borrower or Lender. 


        7.4.    Compromise of Agreements.    Except in accordance with ordinary business practices and in its good faith
business judgment, Borrower shall not (a) grant any material extension of the time of 


13







 



payment
of any of the Receivables or General Intangibles, (b) to any material extent, compromise, compound or settle the same for less than the full amount thereof, (c) release, wholly
or partly, any Person liable for the payment thereof in excess of $50,000 in the aggregate, or (d) allow any credit or discount whatsoever thereon other than trade discounts granted by Borrower
in the ordinary course of business of Borrower. 



        7.5.    Indebtedness.    Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to
any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness (except to facilitate a refinancing of such indebtedness) or take any actions which
impose on Borrower an obligation to prepay any Indebtedness. 


        7.6.    Collateral.    Borrower shall at all times keep the Collateral and all other property and assets used in
Borrower's business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt
written notice of any legal process affecting the Collateral, such other property and assets, or any Liens thereon. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary's title
to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary's property and assets free
and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt written notice of any legal process affecting such Subsidiary's assets. 


        7.7.    Investments.    Borrower shall not directly or indirectly acquire or own, or make any Investment in or to any
Person, or permit any of its Subsidiaries so to do, other than Permitted Investments. 



        7.8.    Distributions.    Borrower shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem
any class of stock or other equity interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or
redemption price does not exceed the original consideration paid for such stock or equity interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or
other equity interest, or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $500,000 outstanding in the
aggregate or (d) waive, release or
forgive any indebtedness owed by any employees, officers or directors in excess of $250,000 in the aggregate. 


        7.9.    Transfers.    Except for Permitted Transfers, Borrower shall not voluntarily or involuntarily transfer, sell,
lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of their assets. 


        7.10.    Taxes.    Borrower and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature
whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or
disposition thereof or upon Borrower's rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the
Collateral. Notwithstanding the foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP. 


        7.11.    Corporate Changes.    Neither Borrower nor any Subsidiary shall change its corporate name, legal form or
jurisdiction of formation without twenty (20) days' prior written notice to Lender. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of
business unless: (i) it has provided prior written notice to Lender; and (ii) such relocation shall be within the continental United States. Neither Borrower nor any Subsidiary shall
relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of equipment having an aggregate value of up to $500,000 in any
fiscal year, and (z) relocations of Collateral from a 


14







 



location
described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to Lender and (ii) such relocation is within
the continental United States. 


        7.12.    Payments.    Borrower shall arrange for automatic debit and corresponding payment to Lender on each Payment
Date of all periodic obligations payable to Lender under each Note or Advance. All payments to Lender shall be wired to Lender's bank account at the following address: 




Hercules
Technology Growth Capital, Inc.

C/O Union Bank of California

400 California Street, 2nd Floor

San Francisco, CA 94104

Acct.# 4720023798

ABA# 122000496 





        7.13.    Deposit Accounts.    Neither Borrower nor any Subsidiary shall maintain any Deposit Accounts, or accounts
holding Investment Property, except with respect to which Lender has a perfected security interest in each such account. If Comerica Bank becomes a participant or co-lender with Lender,
then Borrower will maintain at least $5,000,000 in a money market or securities account with Comerica Bank or one of its Affiliates, provided that if Borrower's total cash balances are less than
$5,000,000 and Comerica Bank is a participant or co-lender with Lender, Borrower shall maintain all of its cash with Comerica Bank or one of its Affiliates. 


SECTION 8.    RIGHT TO PURCHASE STOCK 


        8.1.  Lender
or its assignee or nominee (which shall not be a competitor of any Borrower as determined in good faith by Borrower's Board of Directors) shall have the right,
in its discretion, to purchase shares of Borrower's securities having an aggregate purchase price of up to $1,500,000 in the Next Event on substantially the same terms and conditions afforded to other
investors in the Next Event. 


SECTION 9.    EVENTS OF DEFAULT 


        The
occurrence of any one or more of the following events shall be an Event of Default: 


        9.1.    Payments.    Borrower fails to pay any amount due under this Agreement, the Notes or any of the other Loan
Documents on the due date and such default continues for 3 business days after the date due thereof; or 


        9.2.    Covenants.    Borrower breaches or defaults in the performance of any covenant or Secured Obligation under
this Agreement, the Notes, or any of the other Loan Documents, and (a) with respect to a default under any covenant under this Agreement (other than under Sections 7.5, 7.6, 7.7, 7.8 or 7.9)
such default continues for more than ten (10) days after the earlier of the date on which (i) Lender has given notice of such default to Borrower and (ii) Borrower has actual
knowledge of such default or (b) with respect to a default under any of Sections 7.5, 7.6, 7.7, 7.8 or 7.9, the occurrence of such default; or 


15









   
        9.3.    Material Adverse Effect.    A circumstance has occurred that constitutes a Material Adverse Effect.



        9.4.    Other Loan Documents.    The occurrence of any default under the Warrant or any Loan Document, and such
default continues for more than ten (10) days after the earlier of (a) Lender has given notice of such default to Borrower, or (b) Borrower has actual knowledge of such default;
or 


        9.5.    Representations.    Any representation or warranty made by Borrower in any Loan Document or in the Warrant
shall have been false or misleading in any material respect when made; or 


        9.6.    Insolvency.    Borrower (a) shall make an assignment for the benefit of creditors; or (b) shall
admit in writing its inability to pay its debts as they become due, or its inability to pay or perform under the Loan Documents; or (c) shall file a voluntary petition in bankruptcy; or
(d) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation pertinent to such circumstances; or (e) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all
or any substantial part (i.e., 331/3% or more) of the assets or property of Borrower; or (f) shall cease operations of its business as its business has normally been conducted,
or terminate substantially all of its employees; or (g) Borrower or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses
(a) through (f); or either (a) 60 days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting
the operations or the business of Borrower being stayed; or (b) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely
appealed; or (c) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (d) the court in
which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or 60 days shall have expired after the appointment, without the consent or
acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or 


        9.7.    Attachments; Judgments.    Any portion of Borrower's assets is attached or seized, or a levy is filed against
any such assets, or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $500,000, or Borrower is enjoined or in any way prevented by court
order from conducting any part of its business; or 


        9.8.    Other Obligations.    Either (a) the occurrence of any default under any agreement or obligation of
Borrower involving any obligation in excess of $300,000 or that, when aggregated with any other such defaults, would reasonably be expected to have a Material Adverse Effect. 


SECTION 10.    REMEDIES 


        10.1.    General.    Upon and during the continuance of any one or more Events of Default, (i) Lender may, at
its option, accelerate and demand payment of all or any part of the Secured Obligations and declare them to be immediately due and payable (provided,
that upon the occurrence of an Event of Default of the type described in Section 9.6, the Notes and all of the Secured Obligations shall automatically be accelerated and made due and payable,
in each case without any further notice or act), and (ii) Lender may notify any of Borrower's account debtors to make payment directly to Lender, compromise the amount of any such account on
Borrower's behalf and endorse Lender's name without recourse on any such payment for deposit directly to Lender's account. Upon and during the continuance of any one or more Events of Default, Lender
may exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under 


16







 



the
UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to
occupy, utilize, process and commingle the Collateral. All Lender's rights and remedies shall be cumulative and not exclusive. 


        10.2.    Collection; Foreclosure.    Upon the occurrence and during the continuance of any Event of Default, Lender
may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any
commercially reasonable preparation or processing, in such order as Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees
that any such public or private sale may occur upon ten (10) calendar days' prior written notice to Borrower. Lender may require Borrower to assemble the Collateral and make it available to
Lender at a place designated by Lender that is reasonably convenient to Lender and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be
applied by Lender in the following order of priorities: 




First, to Lender in an amount sufficient to pay in full Lender's costs and professionals' and advisors' fees and expenses as described in
Section 11.12; 


Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, and the Default Rate
interest), in such order and priority as Lender may choose in its sole discretion; and 


Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the
Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct. 





Lender
shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC. 



        10.3.    No Waiver.    Lender shall be under no obligation to marshal any of the Collateral for the benefit of
Borrower or any other Person, and Borrower expressly waives all rights, if any, to require Lender to marshal any Collateral. 


        10.4.    Cumulative Remedies.    The rights, powers and remedies of Lender hereunder shall be in addition to all
rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of
or election of remedies with respect to any other rights, powers and remedies of Lender. 


SECTION 11.    MISCELLANEOUS 


        11.1.    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and
duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 



        11.2.    Notice.    Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration,
service of process or other communication (including the delivery of Financial Statements or the Compliance Certificate) that is required, contemplated, or permitted under the Loan Documents or with
respect to the subject matter hereof shall be in writing (or via e-mail for delivery of the Financial Statements or the Compliance Certificate), and shall be deemed to have been validly
served, given, delivered, and received upon the earlier of: (i) the first business day after transmission by facsimile or hand delivery or deposit with an overnight express service or overnight
mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid; or (iii) the day of transmission by
e-mail (solely with respect to the Financial 


17







 



Statements
and the Compliance Certificates) in each case addressed to the party to be notified as follows;: 




	(a)
	If
to Lender:



	

	HERCULES
TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer and Parag Shah

525 University Ave., Suite 700

Palo Alto, CA 94301

Facsimile: 650- 473-9194

Telephone: 650-289-3068






	(b)
	If
to Borrower:



	

	SIRTRIS
PHARMACEUTICALS, INC.

Attention: Paul Brannelly

790 Memorial Drive, Suite 104

Cambridge, MA 02139

Facsimile: 617-252-6294

Telephone: 617-252-6290 









        with
a copy to: 




	

	Ropes &
Gray LLP

Attention: Marc A. Rubenstein

One International Place

Boston, MA 02118

Facsimile: 617-951-7050

Telephone: 617-951-7000 





or
to such other address as each party may designate for itself by like notice. 


        11.3.    Entire Agreement; Amendments.    This Agreement, the Notes, and the other Loan Documents constitute the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, letters,
negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof (including Lender's revised proposal letter dated March 30, 2006).
None of the terms of this Agreement, the Notes or any of the other Loan Documents may be amended except by an instrument executed by each of the parties hereto. 


        11.4.    No Strict Construction.    The parties hereto have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. 



        11.5.    No Waiver.    The powers conferred upon Lender by this Agreement are solely to protect its rights hereunder
and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. No omission or delay by Lender at any time to enforce any
right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to which
Lender is entitled, nor shall it in any way affect the right of Lender to enforce such provisions thereafter. 


18







 



        11.6.    Survival.    All agreements, representations and warranties contained in this Agreement, the Notes and the
other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of Lender and shall survive the execution and delivery of this Agreement and the expiration or
other termination of this Agreement. 


        11.7.    Successors and Assigns.    The provisions of this Agreement and the other Loan Documents shall inure to the
benefit of and be binding on Borrower and its permitted assigns (if any). Borrower shall not assign its obligations under this Agreement, the Notes or any of the other Loan Documents without Lender's
express prior written consent, and any such attempted assignment shall be void and of no effect. Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents without
prior notice to Borrower, and all of such rights shall inure to the benefit of Lender's successors and assigns, provided Lender may not assign, transfer or endorse any rights hereunder or grant any
participations to, any Person that is a competitor of any Borrower. 


        11.8.    Governing Law.    This Agreement, the Notes and the other Loan Documents have been negotiated and delivered
to Lender in the State of California, and shall have been accepted by Lender in the State of California. Payment to Lender by Borrower of the Secured Obligations is due in the State of California.
This Agreement, the Notes and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles
that would cause the application of laws of any other jurisdiction. 


        11.9.    Consent to Jurisdiction and Venue.    All judicial proceedings (to the extent that the reference requirement
of Section 11.10 is not applicable) arising in or under or related to this Agreement, the Notes or any of the other Loan Documents may be brought in any state or federal court located in the
State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County,
State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction
or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Notes or the other Loan Documents. Service of
process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and
shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of
either party to bring proceedings in the courts of any other jurisdiction. 


        11.10.    Mutual Waiver of Jury Trial / Judicial Reference.    



        (a)   Because
disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties
wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes arising out of the Loan Documents be resolved by a judge applying such
applicable laws. EACH OF BORROWER AND LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM
OR ANY OTHER CLAIM (COLLECTIVELY, "CLAIMS") ASSERTED BY BORROWER AGAINST LENDER OR ITS ASSIGNEE OR BY LENDER OR ITS ASSIGNEE AGAINST BORROWER. This waiver extends to all such Claims, including Claims
that involve Persons other than Borrower and Lender; Claims that arise out of or are in any way connected to the relationship between Borrower and Lender; and any Claims for damages, breach of
contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document. 


        (b)   If
the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a
private judge sitting without a jury, 



19







 




pursuant
to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County,
California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding. 


        (c)   In
the event Claims are to be resolved by judicial reference, either party may seek from a court identified in Section 11.10, any prejudgment order, writ or other
relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference. 




        11.11.    Professional Fees.    Borrower promises to pay Lender's fees and expenses necessary to finalize the loan
documentation, including but not limited to reasonable attorneys fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower promises to pay any and all reasonable
attorneys' and other professionals' fees and expenses incurred by Lender after the Closing Date in connection with or related to: (a) the Loan; (b) the administration, collection, or
enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection,
preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out
of court proceeding in connection with or related to Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy, restructuring, reorganization, assignment for the
benefit of creditors, workout, foreclosure, or other action related to Borrower, the Collateral, the Loan Documents, including representing Lender in any adversary proceeding or contested matter
commenced or continued by or on behalf of Borrower's estate, and any appeal or review thereof. 



        11.12.    Confidentiality.    Lender acknowledges that certain items of Collateral and information provided to Lender
by Borrower are confidential and proprietary information of Borrower, including, without limitation, the Financial Statements and other materials provided to Lender pursuant to or in connection with
the Loan Documents, whether or not such information is marked as confidential by Borrower at the time of disclosure (the "Confidential Information"). Accordingly, Lender agrees that any Confidential
Information it may obtain in the course of acquiring, administering, or perfecting Lender's security interest in the Collateral shall not be disclosed to any other person or entity in any manner
whatsoever, in whole or in part, without the prior written consent of Borrower, except that Lender may disclose any such information: (a) to its own directors, officers, employees, accountants,
counsel and other professional advisors and to its Affiliates if Lender in its sole discretion determines that any such party should have access to such information in connection with such party's
responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions
of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is
generally available to the public; (c) if required in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Lender;
(d) if required in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Lender's counsel; (e) to comply with any legal
requirement or law applicable to Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including Lender's sale, lease,
or other disposition of Collateral after default; (g) to any participant or assignee of Lender or any prospective participant or assignee;  provided, that such participant or assignee or prospective
participant or assignee agrees in writing to be bound by this Section prior to disclosure; or
(h) otherwise with the prior consent of Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the
obligations of Borrower or any of its Affiliates under this Agreement or the other Loan Documents. Notwithstanding the foregoing, prior to any disclosure of any Confidential Information pursuant to
clauses (c), (d), (e) or (f), to the extent permitted by applicable law, Lender 


20







 



shall
provide Borrower with prior written notice of such intended disclosure so that Borrower may seek an appropriate remedy to prevent such disclosure. 


        11.13.    Assignment of Rights.    Borrower acknowledges and understands that Lender may sell and assign all or part
of its interest hereunder and under the Note(s) and Loan Documents to any Person other than any Person that is a competitor of any Borrower (an "Assignee"). After such assignment the term "Lender" as
used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Lender hereunder with respect to the interest so assigned;
but with respect to any such interest not so transferred, Lender shall retain all rights, powers and remedies hereby given. No such assignment by Lender shall relieve Borrower of any of its
obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been
paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. 



        11.14.    Revival of Secured Obligations.    This Agreement and the Loan Documents shall remain in full force and
effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of
creditors, if a receiver or trustee is appointed for all or any significant part of Borrower's assets, or if any payment or
transfer of Collateral is recovered from Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case
may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must
otherwise be restored or returned by, or is recovered from, Lender or by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as
though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or
recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and
indefeasible payment to Lender in Cash. 


        11.15.    Counterparts.    This Agreement and any amendments, waivers, consents or supplements hereto may be executed
in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but
one and the same instrument. 


        11.16.    No Third Party Beneficiaries.    No provisions of the Loan Documents are intended, nor will be interpreted,
to provide or create any third-party beneficiary rights or any other rights of any kind in any person other than Lender and Borrower unless specifically provided otherwise herein, and, except as
otherwise so provided, all provisions of the Loan Documents will be personal and solely between the Lender and the Borrower. 



        11.17.    Specific Performance.    The parties hereto hereby declare that it is impossible to measure in money the
damages which will accrue to Lender by reason of Borrower's failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable
by Lender. If Lender institutes any action or proceeding to specifically enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim or defense
therein that Lender has an adequate remedy at law, and such Person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 



        11.18.    Publicity.    Lender may use Borrower's name and logo, and include a brief description of the relationship
between Borrower and Lender, in Lender's marketing materials. Borrower may issue a press release announcing the closing of the Loan. 


21









   
        IN WITNESS WHEREOF, Borrower and Lender have duly executed and delivered this Loan and Security Agreement as of the day and year first above written. 



	BORROWER:	 	SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	
Signature:	

/s/  GAREN BOHLIN      

	 	 	Print Name:	Garen Bohlin
	 	 	Title:	Chief Operating Officer
	
Accepted in Palo Alto, California:	
 	

 	

 
	
LENDER:	
 	

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
	

 	
 	
Signature:	

/s/  SCOTT HARVEY      

	 	 	Print Name:	Scott Harvey
	 	 	Title:	Chief Legal Officer




22







 
Table of Exhibits and Schedules  



	Exhibit A:	 	Advance Request

Attachment to Advance Request
	

Exhibit B:	
 	

Promissory Note
	

Exhibit C:	
 	

Name, Locations, and Other Information for Borrower
	

Exhibit D:	
 	

Borrower's Patents, Trademarks, Copyrights and Licenses
	

Exhibit F:	
 	

Compliance Certificate
	

Exhibit G:	
 	

Joinder Agreement
	

 	
 	

 




23







 
EXHIBIT A 


ADVANCE
REQUEST 



	To:	 	Lender:	 	Date:            , 2006
	 	 	Hercules Technology Growth Capital, Inc.

525 University Avenue, Suite 700

Palo Alto, CA 94301

Facsimile: 650-473-9194

Attn:	 	 





SIRTRIS
PHARMACEUTICALS, INC. ("Borrower") hereby requests from Hercules Technology Growth Capital, Inc. ("Lender") an Advance in the amount
of                        Dollars
($                        )
on                        ,            (the "Advance Date") pursuant
to the Loan and Security Agreement between Borrower and Lender (the "Agreement"). Capitalized words and other terms used but not
otherwise defined herein are used with the same meanings as defined in the Agreement. 


Please:




	(a)
	Issue
a check payable to Borrower                 







or






	(b)
	Wire
Funds to Borrower's account                 







	Bank:	 	

	Address:	 	

	 	 	

	ABA Number:	 	

	Account Number:	 	

	Account Name:	 	







        Borrower
represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not
limited to: (i) that the representations and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date
with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance
with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or
would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Lender has the right to review the
financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. 


        Borrower
hereby represents that Borrower's corporate status and locations have not changed since the date of this Agreement of, if the Attachment to this Advance Request is completed,
are as set forth in the Attachment to this Advance Request. 


        Borrower
agrees to notify Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if
Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. 


24







 



        Executed
as of                            , 2006. 



	 	 	BORROWER: SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

SIGNATURE:	
 	


	 	 	TITLE:	 	Chief Executive Officer or Chief Financial Officer
	

 	
 	

PRINT NAME:	
 	






25







 
ATTACHMENT
TO ADVANCE REQUEST 


Dated:            



Borrower
hereby represents and warrants to Lender that Borrower's current name and organizational status is as follows: 



	Name:	 	Sirtris Pharmaceuticals, Inc.
	

Type of organization:	
 	

Corporation
	

State of organization:	
 	

Delaware
	

Organization file number:	
 	

3773278






Borrower
hereby represents and warrants to Lender that the street addresses, cities, states and postal codes of its current locations are as follows: 


26








EXHIBIT B
  SECURED PROMISSORY NOTE 



	$7,000,000	 	Advance Date: April 18, 2006

Maturity Date: April 1, 2011





        FOR
VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby
promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 525 University Avenue, Suite 700, Palo Alto, CA
94301 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America,
the principal amount of Seven Million Dollars ($7,000,000) or such other principal amount as Lender has advanced to Borrower under that Loan and Security Agreement dated as of April 18, 2006
between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime
rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. 


        This
Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and
between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of
the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in
accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan
Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all
principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein 


        Borrower
waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this
Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of
California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would
cause the application of the laws of any other jurisdiction. 



	BORROWER FOR ITSELF AND

ON BEHALF OF ITS SUBSIDIARIES:	 	SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

By:	


	 	 	Title:	










EXHIBIT B
  SECURED PROMISSORY NOTE 



	$3,000,000	 	Advance Date: April 18, 2006

Maturity Date: April 1, 2011





        FOR
VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby
promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 525 University Avenue, Suite 700, Palo Alto, CA
94301 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America,
the principal amount of Three Million Dollars ($3,000,000) or such other principal amount as Lender has advanced to Borrower under that Loan and Security Agreement dated as of April 18, 2006
between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime
rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. 


        This
Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and
between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of
the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in
accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan
Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all
principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein 


        Borrower
waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this
Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of
California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would
cause the application of the laws of any other jurisdiction. 



	BORROWER FOR ITSELF AND

ON BEHALF OF ITS SUBSIDIARIES:	 	SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

By:	


	 	 	Title:	










EXHIBIT B-1
  SECURED PROMISSORY NOTE 



	$            	 	Advance Date:          

Maturity Date: April 1, 2011





        FOR
VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby
promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 525 University Avenue, Suite 700, Palo Alto, CA
94301 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America,
the principal amount of                        Dollars
($                        ) or such other principal amount as Lender has advanced to Borrower under the Loan and Security
Agreement dated as of April 18,
2006 between Borrower and Lender, as amended from time to
time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus
2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. 


        This
Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and
between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of
the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in
accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan
Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all
principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein 


        Borrower
waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this
Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of
California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would
cause the application of the laws of any other jurisdiction. 



	BORROWER FOR ITSELF AND

ON BEHALF OF ITS SUBSIDIARIES:	 	SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

By:	


	 	 	Title:	










EXHIBIT B-1
  SECURED PROMISSORY NOTE 



	$            	 	Advance Date:          

Maturity Date: April 1, 2011





        FOR
VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby
promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 525 University Avenue, Suite 700, Palo Alto, CA
94301 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America,
the principal amount of                        Dollars
($                        ) or such other principal amount as Lender has advanced to Borrower under the Loan and Security
Agreement dated as of April 18,
2006 between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the
prime rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each
month. 


        This
Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and
between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of
the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in
accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan
Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all
principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein 


        Borrower
waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this
Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of
California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would
cause the application of the laws of any other jurisdiction. 



	BORROWER FOR ITSELF AND

ON BEHALF OF ITS SUBSIDIARIES:	 	SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

By:	


	 	 	Title:	










EXHIBIT C  


NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER  



        1.     Borrower
represents and warrants to Lender that Borrower's current name and organizational status as of the Closing Date is as follows: 



	Name:	 	Sirtris Pharmaceuticals Inc.
	

Type of organization:	
 	

Corporation
	

State of organization:	
 	

Delaware
	

Organization file number:	
 	

37732778





        2.     Borrower
represents and warrants to Lender that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or
form except the following: 



Name:

Used during dates of:

Type of Organization:

State of organization:

Organization file Number: 


Borrower's
fiscal year ends on December 31

Borrower's federal employer tax identification number is: 20-1410189 




        3.     Borrower
represents and warrants to Lender that its chief executive office is located at 790 Memorial Drive, Suite 104, Cambridge, MA 02139. 








EXHIBIT F  


 COMPLIANCE CERTIFICATE  


Hercules
Technology Growth Capital, Inc.

525 University Avenue, Suite 700

Palo Alto, CA 94301 


        Reference
is made to that certain Loan and Security Agreement dated April 18, 2006 and all ancillary documents entered into in connection with such Loan and Security Agreement all
as may be amended from time to time, (hereinafter referred to collectively as the "Loan Agreement") between Hercules Technology Growth Capital, Inc. ("Hercules") as Lender and Sirtris
Pharmaceuticals, Inc. (the "Company") as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. 


        The
undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provided certification of information regarding the Company; hereby
certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is unless disclosed in an attachment hereto, in compliance for the period
ending                        of all
covenants, conditions and terms and hereby reaffirms that all representations and warrants contained therein are true and correct on and as of the date of this Compliance Certificate with the same
effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of
materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that
these are prepared in accordance with Generally Accepted Accounting Principles (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end
adjustments) and are consistent from one period to the next except as explained below. 



	REPORTING REQUIREMENT
 
	 	REQUIRED
	 	CHECK IF

ATTACHED

	Interim Financial Statements	 	Monthly within 30 days	 	 
	Interim Financial Statements	 	Quarterly within 45 days	 	 
	Interim Financial Statements	 	FYE within 90 days	 	 
	Audited Financial Statements	 	FYE within 180 days	 	 





	 	 	Very Truly Yours,
	

 	
 	

SIRTRIS PHARMACEUTICALS, INC.
	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Its:	











EXHIBIT G  


 FORM OF JOINDER AGREEMENT  


        This Joinder Agreement (the "Joinder Agreement") is made and dated as of April 18, 2006, and is entered into by and between SIRTRIS PHARMACEUTICALS
SECURITIES CORP., a Massachusetts corporation ("Subsidiary"), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, as a Lender. 


RECITALS  


        A. Subsidiary's Affiliate, Sirtris Pharmaceuticals, Inc. ("Company") desires to enter into that certain Loan and Security Agreement dated April 18,
2006, with Lender, as such agreement may be amended (the "Loan Agreement"), together with the other agreements executed and delivered in connection therewith; 



        B.
Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from Company's execution of the Loan Agreement and the other agreements executed and delivered in
connection therewith; 


AGREEMENT  


        NOW THEREFORE, Subsidiary and Lender agree as follows: 


	1.
	The
recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement.



	2.
	By
signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement)
under the Loan Agreement, mutatis mutandis, provided however, that Lender shall have no duties, responsibilities or obligations to Subsidiary arising
under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith. Rather, to the extent that Lender has any duties, responsibilities or obligations arising
under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith, those duties, responsibilities or obligations shall flow only to Company and not to
Subsidiary or any other person or entity. By way of example (and not an exclusive list): (a) Agent or a Lender's providing notice to Company in accordance with the Loan Agreement or as
otherwise agreed between Company and Lender shall be deemed provided to Subsidiary; (b) a Lender's providing an Advance to Company shall be deemed an Advance to Subsidiary; and
(c) Subsidiary shall have no right to request an Advance or make any other demand on Agent or a Lender. 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 







[SIGNATURE
PAGE TO JOINDER AGREEMENT] 


SUBSIDIARY:  


SIRTRIS PHARMACEUTICALS SECURITIES CORP.  



	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	


	

 	
 	

Address:

	

 	
 	



Telephone:            
Facsimile:            






HERCULES TECHNOLOGY GROWTH CAPITAL, INC.  



	

 	
 	

By:	


	

 	
 	

Name:	


	

 	
 	

Title:	


	

 	
 	

Address:

525 University Avenue, Suite 700

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060













QuickLinks



Exhibit 10.6