EX-10.12



 Exhibit 10.12 

December 6, 2011 
 Stephen Sum, Ph.D. 

Dear Steve: 
 This letter supersedes your employment offer letter
from InfraReDx, Inc. (the “Company”) dated July 14, 2005, and contains the revised and amended terms of your employment with the Company. 

1. New Position. As of November 26, 2011, you were promoted to the position of Vice President of Research and Development. A
copy of the job description for this position is enclosed. You will report to the Company’s President and Chief Executive Officer, Donald Southard. You will be responsible for such other duties as may from time to time be assigned to you by the
Company. The Company reserves the right to modify your title, duties and responsibilities at any time. 
 2. Base
Salary. Your base pay shall be at a bi-weekly rate of $6,153.85 ($160,000 on an annualized basis), as reviewed and adjusted from time to time minus customary deductions for federal and state taxes and the like (the “Base Salary”).

 3. Discretionary Bonus. You will be eligible to receive an annual incentive bonus (the “Bonus”). The Bonus
will be based upon both your individual performance and the Company’s performance. Sixty percent (60%) of the Bonus shall be based on your individual job performance, including your attainment of certain performance goals and milestones as
determined by the Company’s Chief Operating Officer (the “COO”), with such individual performance criteria to be subject to final approval by the Company’s Board of Directors (the “Board”) and Compensation Committee
thereof. Forty percent (40%) of the Bonus shall be based on the Company’s financial performance, including attainment of fiscal and economic performance goals and milestones as determined and approved by the Board and the Compensation
Committee. The Board and the Compensation Committee shall have sole and absolute discretion to determine (i) your specific individual performance criteria for purposes of any Bonus award, (ii) the Company’s performance criteria for
purposes of any Bonus award, and (iii) whether your individual performance criteria and the Company’s performance criteria have been met for purposes of any such Bonus award. In addition, whether and to what extent you will receive
a Bonus award shall be determined by the Compensation Committee, subject to final approval by the Board in its sole discretion. If a Bonus is awarded to you, it shall be paid within the calendar year immediately following the year with respect to
which the Bonus is earned, in accordance with the Company’s normal payroll practices and subject to applicable withholdings and deductions as required by law. As a condition precedent to your eligibility to receive and/or your receipt of any
Bonus, you must be satisfactorily employed by the Company on the date the Bonus is paid. 







 4. Stock Options. To the extent that you have previously been granted any
stock options from the Company, such options are intended to be incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). 

Subject to approval of the Company’s Board of Directors (the “Board”), you will be granted 350,000 incentive stock options in
accordance with the company’s Stock Option Agreement and Stock Option Plan which will include, among other things, the vesting schedule. 

5. Termination Payments. 

A. Separation Pay and Benefits. In the event that your employment is terminated by the Company without “Cause” (as defined
below), then, subject to and expressly conditioned on your execution and non-revocation of a “Separation Agreement” (as described below), you will be eligible to receive (i) continuation of your then Base Salary for six
(6) months from and after the date of termination (the “Separation Date”), beginning on the payroll date next following your Separation from Service (as defined below), payable in accordance with the Company’s normal payroll
practices and subject to all applicable withholdings and deductions (the “Separation Pay”), and (ii) to the extent you are participating in the Company’s group health insurance plan on your Separation Date, and you comply with
the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) with respect to benefits continuation including, without limitation, by making a valid COBRA election, the Company will pay a portion of your COBRA
premiums equal to the Company contribution to the group health insurance plan for similarly situated active employees of the Company, for a period of six (6) months immediately following the Separation Date (the “Separation
Benefits”). In the event that you are eligible to receive Separation Benefits as provided herein, you shall be responsible for paying the portion of COBRA premiums that active Company employees pay for health insurance, and your premium payment
obligations shall be deducted from your Separation Pay to the same extent that such deductions are made for persons then-currently employed by the Company. 

B. “Separation from Service”. If any of the benefits and compensation set forth in paragraph 6A above are deferred
compensation under Section 409A of the Code, any termination of employment triggering payment of such benefits must constitute a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) (a “Separation from
Service”) before distribution of such benefits can commence. For purposes of clarification, this paragraph shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a Separation from Service
occurs. 
 C. Conditions on Receipt of Separation Pay and Benefits. Your eligibility to receive the Separation Pay and Separation
Benefits (as described above), is expressly conditioned on and subject to the following: (i) you must return all Company property in your possession on or prior to the Separation Date; (ii) you must comply with and adhere to the
post-termination obligations described in the Confidentiality, Non-Competition, Non-Solicitation and Assignment of Inventions Agreement (the “Confidentiality Agreement”); and (iii) you must timely execute, without revocation, a
separation agreement in a form that is acceptable to the Company, which will include, at a minimum, (a) a complete release of claims against the 







 
Company and its affiliated entities, and its and their officers, executives, directors, employees, agents, and representatives, and (b) non-disparagement and confidentiality obligations (the
“Separation Agreement”). If an executed Separation Agreement is not received by the Company from you within fifty-two (52) days following the date of your Separation from Service as described above, you shall irrevocably forfeit all
benefits described in paragraph 6A above. 
 D. Definition of “Cause”. For purposes of this letter, and more specifically,
for purposes of your eligibility to receive Separation Pay and Separation Benefits (as described above), “Cause” shall be defined as follows: (i) your failure, refusal or neglect to perform and discharge your job duties and
responsibilities; (ii) your conviction of, or plea of nolo contendere to, any act that constitutes a felony under the laws of the Commonwealth of Massachusetts (or, if applicable, the laws of the state in which such act was committed);
(iii) your commission of an act of fraud or embezzlement against the Company; (iv) your breach of your fiduciary duties to the Company; (v) your act or omission that materially harms the Company or its interests; (vi) your breach
of any provision of the Confidentiality Agreement, or any other written agreement between you and the Company; (vii) your failure to timely execute the Confidentiality Agreement; and/or (viii) any definition given to the term
“cause” under the common law of the Commonwealth of Massachusetts. 
 6. Certain Payment Delays. Notwithstanding any
other provision of this letter to the contrary, if any amount (including imputed income) to be paid to you pursuant to this letter as a result of your termination of employment is “deferred compensation” subject to Section 409A of the
Code and any successor statute, regulation and guidance thereto (“Section 409A of the Code”), and if you are a “Specified Employee” (as defined under Section 409A of the Code) as of the date of your termination of employment
hereunder, then, to the extent necessary to avoid the imposition of excise taxes or other penalties under Section 409A of the Code, the payment of benefits, if any, scheduled to be paid by the Company to you hereunder during the first 6-month
period following the date of a termination of employment hereunder shall not be paid until the date which is the first business day after six (6) months have elapsed since your termination of employment for any reason other than death. Any
deferred compensation payments delayed in accordance with the terms of this Section 7 shall be paid in a lump sum after six (6) months have elapsed since your termination of employment. Any other payments will be made according to the
schedule provided for herein. 
 7. Adjustment of Excess Payments Payable to an Eligible Employee Subject to Code
Section 4999. In the event that it is determined that any payment(s) or distribution(s) by the Company to you or for your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this letter or otherwise
(the “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “280G Excise Tax”), the Company shall cause to be determined, before any amounts of the Payments are paid to you, which of the
following two alternative forms of payment would maximize your after-tax proceeds: (i) payment in full of the entire amount of the Payments, or (ii) payment of only a part of the Payments so that you receive the largest payment possible
without the imposition of the 280G Excise Tax (such partial payment, the “Reduced Payments”). If it is determined that full payment of the Payments will maximize your after-tax proceeds, then there shall be no adjustment to the Payments
pursuant to this Section 8. If it is determined that payment of the Reduced Payments will maximize your after-tax benefit, then the Company shall determine which Payments to reduce based on what








 
reduction will provide the best economic benefit to you, and shall, in lieu of the full Payments, make such Reduced Payments to you. Unless you and the Company otherwise agree in writing, any
determination required under this Section 8 shall be made in writing by independent public accountants agreed to by you and the Company (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company
for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall
furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with
the services contemplated by this Section 8. 
 8. Expenses. For all purposes of this letter, any expense reimbursements
made (or any in-kind benefits provided) to you in any one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement or in-kind benefit (or right thereto) may not be exchanged or liquidated for
another benefit or payment. Any reimbursement subject to Section 409A of the Code and the rules and regulations thereunder, shall be made no later than the end of the calendar year following the calendar year in which you incur such expense.

 9. Tax Consequences. You shall be solely responsible for the payment of all personal tax liability that is incurred as a
result of your receipt of Separation Pay and Separation Benefits (if any) as described above, and you will not be reimbursed by the Company for any such payment. The Company makes no guarantee of any tax consequences with respect to the payments and
benefits described in this letter, or any other payments from the Company to you including, without limitation, consequences under Section 409A of the Code. 

10. Interpretation. Notwithstanding any other provision of this letter to the contrary, the letter shall be interpreted and at
all times administered in a manner that avoids the inclusion of compensation in income under Section 409A(a)(1) of the Code. 

11. Confidentiality Agreement. In consideration for the Company’s obligations described herein, specifically its promise to
provide you with Separation Pay and Separation Benefits upon the Company’s termination of your employment without “Cause,” you must execute the enclosed Confidentiality Agreement and return it to me along with the signed copy of this
letter. If you do not execute the Confidentiality Agreement and return it to me as indicated in the immediately preceding sentence, the terms described in paragraph 6 of this letter will be null and void, and shall have no force or effect, and the
Company shall be under no obligation to provide you with any Separation Pay or Separation Benefits irrespective of the reasons for the termination of your employment. 







 13. At-Will Employment. Please note that this letter does not consitute an
employment contract or a contract for a specific term of employment, nor will it be deemed or interpreted to constitute an employment contract or a contract for a specific term of employment. Your employment with the Company is and will be on an
“at-will” basis, meaning that either you or the Company may terminate your employment relationship at any time, for any reason, with or without prior notice. 

Please acknowledge this amendment to your offer letter by signing the enclosed copy in the space provided below, and return it to me, along
with a signed copy of the Confidentiality Agreement, on or before December 12, 2011. 
  

	
	Sincerely,
	
	 /s/ Amy K. Crawford

	Amy K. Crawford
	Director of Human Resources, InfraReDx, Inc.

 Acknowledged and Agreed: 
  

							
	 /s/ Stephen Sum
	  		  	 12/12/11
	  	
	Stephen Sum	  		  	Date	  	

  

			
	Enclosures:	  	Copy of letter
		  	Job Description
		  	Confidentiality Agreement








 December 6, 2011 

Stephen Sum, Ph.D. 
  

	 	Re:	Confidentiality, Non-Competition, Non-Solicitation and Assignment of Inventions Agreement 

 Dear Steve:

 As a condition of your employment with InfraReDx, Inc. (the “Company”), you must sign and return this letter agreement (the
“Agreement”). This Agreement confirms your promise to protect and preserve information and property which is confidential and proprietary to the Company, its subsidiaries and affiliates, as well as other terms and conditions of your
employment, including your agreement to reasonable limitations on the scope of your employment once your affiliation with the Company ends. 

As consideration for your agreements and obligations contained herein, you will be eligible to receive severance pay and benefits following
the termination of your employment, in accordance with the terms described in the letter to you dated December 6, 2011, which you have received in conjunction with this Agreement. You acknowledge and agree that only certain, key Company
employees are offered severance benefits, and that as one of these employees, the Company places a high value on your services. Similarly, given your important position with the Company, you are in a unique position to harm the Company’s
legitimate business interests, if you were to accept employment with a Company competitor. Accordingly, in consideration of the severance pay and benefits offered to you, your continued employment by the Company, and other good and valuable
consideration, the sufficiency of which you hereby acknowledge, you agree as follows: 
 1. Prohibited Competition. 

(a) Certain Acknowledgements and Agreements. 

(i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the
Company. 







 (ii) You acknowledge that a business will be deemed “Competitive” with
the Company if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the marketing, production, manufacture, distribution or sale of any
product or service similar to the services or products which were performed, produced, marketed, manufactured, distributed, sold, under development or planned by the Company during your affiliation with the Company, or which could substitute for
such products or services. More specifically, and without limiting the general restriction above, “Competitive” shall mean engaging in a business activity that directly or indirectly relates to the research, development, manufacture,
marketing, selling or servicing of products related to the characterization of tissue by any combination of near-IR spectroscopy, intravascular ultrasound, or optical coherence tomography. 

(iii) You further acknowledge that, during the course of your affiliation with the Company, the Company will furnish, disclose
or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company will provide you with unique and specialized training, experiences and opportunities. You also acknowledge that such
Confidential Information and such training, experiences and opportunities have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential
Information and training, experiences and opportunities could be used by you to compete with the Company. You also acknowledge that if you become employed by or affiliated with any competitor of the Company in violation of your obligations to the
Company, it is inevitable that you would disclose the Confidential Information to such competitor and would use such Confidential Information, knowingly or unknowingly, on behalf of such competitor. Further, in the course of your employment with the
Company, you will be introduced to and collaborate with customers and other scientific and business partners of the Company. You acknowledge that any and all “goodwill” created through such relationships belongs exclusively to the Company,
including, without limitation, any goodwill created as a result of direct or indirect contacts or relationships between you and any customers or other contacts of the Company. 

(iv) For purposes of this Agreement, “Confidential Information,” means confidential and proprietary information of
the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, marketing plans, strategies, forecasts, customers, future customers, suppliers, licensors, licensees,
partners, investors, affiliates or others, training methods and materials, financial information, pricing models and methods, sales prospects, client and partner lists, inventions, tests, test results, product assessments, improvements, inventions,
products, designs, methods, show-how and know-how, techniques, systems, processes, engineering data, software programs, algorithms, formulae, works of authorship, technical data and specifications, or any other scientific, technical or trade secrets
of the Company or of any third party provided to you or the Company; provided that, 







 
Confidential Information will not include information that is in the public domain other than through any fault or act by you. The phrase, “trade secrets,” as used in this Agreement,
will be given its broadest possible interpretation under the law of the Commonwealth of Massachusetts and will include, without limitation, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or
records any secret scientific, technical, merchandising, production or management information, or any design, process, procedure, formula, invention, improvement or other confidential or proprietary information or documents. 

(b) Non-Competition; Non-Solicitation; Non-Disparagement. During the period in which you are employed by or otherwise
affiliated with the Company and for a period of one (1) year following the last day of your affiliation with the Company for any reason or for no reason, you will not, without the prior written consent of the Company: 

(i) For yourself or on behalf of any other person or entity, directly or indirectly, either as principal, partner, stockholder,
officer, director, member, employee, consultant, agent, representative or in any other capacity, own, manage, operate or control, or be concerned with, connected with or employed by, or otherwise associate in any manner with, engage in, or have a
financial interest in, any business which is directly or indirectly Competitive (as defined in Section 1(a)(ii) above) with the business of the Company (each, a “Restricted Activity”) in any regional area or territory in which you
performed services on behalf of the Company or in which the Company conducted or conducts business (the “Restricted Territory”), except that nothing contained herein will preclude you from purchasing or owning securities of any such
business if such securities are publicly traded, and provided that your holdings do not exceed one percent (1%) of the issued and outstanding securities of any class of securities of such business; or 

(ii) Either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or
attempt to solicit, divert or appropriate any customer, client, or other business partner of the Company (or any person or entity which was a customer, client, or business partner of the Company at any time during the six (6) month period
preceding such actual or attempted solicitation, diversion or appropriation), or any prospective customer, client, or business partner with respect to which the Company has developed or made a sales presentation (or similar offering of services)
during the six (6) month period preceding such actual or attempted solicitation, for the purpose of competing with the Company or reducing the Company’s relationship with any customers, clients, or other business partners of the Company;
or 
 (iii) Either individually or on behalf of or through any third party, directly or indirectly, (A) solicit, entice
or persuade or attempt to solicit, entice or persuade any employee of or consultant to the Company to end or reduce such person’s relationship with the Company, or (B) employ, hire, cause to be employed or engaged, or solicit the
employment or the engagement as a consultant of any employee of or consultant to the Company while any such person is affiliated with the Company or within six (6) months after any such person ceases to be affiliated with the Company; or 







 (iv) Either individually or on behalf of or through any third party, directly or
indirectly, interfere, with or attempt to interfere with, the relations between the Company and any vendor or supplier to the Company; and/or 

(v) During your affiliation with the Company and at all times thereafter, you will not make any statement that is
professionally or personally disparaging about, or adverse to, the interests of the Company, any of its officers, directors, shareholders or employees including, but not limited to, any statement that disparages any person, product, service,
financing, financial condition, capability or other aspect of the Company’s business or any of its officers, directors, shareholders or employees. You further agree that during your affiliation with the Company and at all times thereafter, you
will not engage in any conduct that is intended to or has the result of inflicting harm upon the professional or personal reputation of the Company or any of its officers, directors, shareholders or employees. 

(c) Reasonableness of Restrictions. You further recognize and acknowledge that (i) the types of employment which
are prohibited by this Section 1 are narrow and reasonable in relation to the skills which represent your principal salable assets both to the Company and to other prospective employers, and (ii) the specific but broad geographical scope
of the provisions of this Section 1 is reasonable, legitimate and fair to you in light of the nature of the Company’s technology and services, the Company’s need to market and sell its services and products in an appropriate manner
and in light of the limited restrictions on the type of activity prohibited compared to the activities for which you are qualified to earn a livelihood. 

(d) Survival of Acknowledgements and Agreements. Your acknowledgements and agreements set forth in this Section 1
will survive the termination of your affiliation with the Company. 
 2. Protected Information. You will at all times, both during the
period while you are affiliated with the Company and after your affiliation with the Company ends, maintain in confidence and will not, without the prior written consent of the Company, use, except in the course of performance of your duties for the
Company or by court order, disclose or give to others any Confidential Information. In the event you are questioned by anyone not employed by or otherwise affiliated with the Company or by an employee of or a consultant to the Company not authorized
to receive Confidential Information, in regard to any Confidential Information, or concerning any fact or circumstance relating thereto, you will promptly notify the Company. Upon the termination of your affiliation with the Company for any reason
or for no reason, or if the Company otherwise requests, (a) you will return to the Company all tangible Confidential Information and copies thereof (regardless how such Confidential Information or copies are maintained), and (b) you will
deliver to the Company any property of the Company which may be in your possession, including, but not limited to, notes, notebooks, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, software code, data,
graphics, computers, test equipment, models, tools, cellular telephones, pagers, credit and/or calling cards, 







 
keys, access cards, documentation or other materials of any nature and in any form, whether written, printed, electronic or in digital format or otherwise, relating to any matter within the scope
of the business of the Company or concerning any of its dealings or affairs and any other Company property in your possession, custody or control (whether prepared by you or others). The terms of this Section 2 are in addition to, and not in
lieu of, any other contractual, statutory, common law, or legal obligation that you may have relating to the protection of the Company’s Confidential Information. The terms of this Section 2 will survive indefinitely any termination of
your affiliation with the Company for any reason or for no reason. 
 3. Ownership of Ideas, Copyrights and Patents. 

(a) Property of the Company. All inventions, ideas, discoveries, creations, manuscripts and properties, work
modifications, processes, software programs, works of authorship, documentation, innovations, improvements, know-how, show-how inventions, designs, developments, apparatus, trade secrets, techniques, methods, technical specifications, technical
data, concepts, expressions, and formulae (collectively the “Inventions”), which may be used in the business of the Company, whether or not such Inventions are patentable, copyrightable, or registrable under copyright, trademark or similar
statutes (including but not limited to The Semiconductor Chip Act), which you may conceive, make, author, devise, discover, reduce to practice, or develop (whether alone or in conjunction with another or others) during the period while you are
affiliated with the Company and which in any way relate to the Company’s business, will be the sole and exclusive property of the Company, and you agree to promptly disclose to the Company all such matters, as well as any such matters which you
conceive, make, author, devise, discover, reduce to practice or develop during the six (6) month period following the end of your affiliation with the Company. You agree that you will not publish any of the Inventions without the prior written
consent of the Company or its designee. Without limiting the foregoing, you also acknowledge that all original works of authorship which are made by you (solely or jointly with others) within the scope of your employment or which relate to the
business of the Company or a Company affiliate and which are protectable by copyright are “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101). You hereby assign to the Company or its designee all
of your right, title and interest in and to all of the foregoing. You further represent that, to the best of your knowledge and belief, none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy,
or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that you will use your best efforts to prevent any such violation. 

(b) Cooperation. At any time during or after the period during which you are affiliated with the Company, you will fully
cooperate with the Company and its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, including, but not limited to, joining
in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights with respect to any such Inventions in the United States and in any and all other countries, provided that the Company will bear the expense of such
proceedings, and that any patent or other legal right so issued to you personally will be assigned by you to the Company or its designee without charge by you. 







 (c) Licensing and Use of Innovations. With respect to any Inventions, and
work of any similar nature (from any source), whenever created, which you have not prepared or originated in the performance of your employment, but which you provide to the Company or incorporate in any Company product or system, you hereby grant
to the Company a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize
others so to do, all such Inventions. You will not include in any Inventions you deliver to the Company or use on its behalf, without the prior written approval of the Company, any material which is or will be patented, copyrighted or trademarked by
you or others unless you provide the Company with the written permission of the holder of any patent, copyright or trademark owner for the Company to use such material in a manner consistent with then-current Company policy. 

(d) Inventions Assigned to the United States. In addition, you agree to assign to the United States government any and
all right, title, and interest that you may have in and/or to any and all Inventions whenever such full title is required to be assigned to the United States by a contract between the Company and the United States or any of its agencies. 

(e) Maintenance of Records. You agree to keep and maintain adequate and current written records of all Inventions made
by you (solely or jointly with others) during the term of your employment with the Company. The records will be in the form of notes, sketches, drawings, laboratory notebooks, and/or any other format that may be required by the Company. The records
will be available to and remain the sole property of the Company at all times. 
 (f) Prior Inventions. Listed on
Exhibit A to this Agreement are any and all Inventions in which you claim or intend to claim any right, title and interest (collectively, “Prior Inventions”), including, without limitation, patent, copyright and trademark interests,
which to the best of your knowledge will be or may be delivered to the Company in the course of your employment, or incorporated into any Company product or system. You acknowledge that your obligation to promptly disclose such information is
ongoing during the period that you are affiliated with the Company. 
 4. Disclosure to Future Employers. You will provide, and the
Company, in its discretion, may provide, a copy of this Agreement to any business or enterprise which you may directly or indirectly own, manage, operate, finance, join, control or in which you may participate in the ownership, management,
operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. 

5. No Conflicting Agreements. You hereby represent and warrant that you have no commitments or obligations inconsistent with this
Agreement and you will indemnify and hold the Company harmless against loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty. In addition: 







 (a) You represent that you have no agreement or other legal obligation with any
prior employer or any other person or entity that restricts your ability to perform any function for the Company. 
 (b) You
have been advised by the Company that at no time should you divulge to or use for the benefit of the Company any trade secret or confidential or proprietary information of any previous employer. You have not divulged or used any such information for
the benefit of the Company. 
 (c) You have not and will not misappropriate any Invention that you played any part in
creating while working for any former employer. 
 (d) You recognize that the Company has received, and in the future will
receive, confidential or proprietary information from third parties subject to a duty on the Company to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree to hold all such confidential and
proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary to carry out your work for the Company consistent with the Company’s agreement with such third parties. 

(e) You acknowledge that the Company has based important business decisions on these representations, and affirm that all of
the statements included herein are true. 
 6. Use of Likeness. You hereby give the Company permission to use your picture, voice,
image, or likeness, during your affiliation with the Company and after your affiliation with the Company ends, with or without using your name, for whatever business purposes the Comapny deems necessary. 

7. General. 

(a) Agreement Enforceable Upon Material Job Change. You acknowledge and agree that if you should transfer between or
among any affiliates of the Company, wherever situated, or be promoted, demoted, reassigned to functions other than your present functions, or have your job duties changed, altered or modified in any way, all terms of this Agreement shall continue
to apply with full force. 
 (b) Notices. All notices, requests, consents and other communications hereunder will be
in writing, will be addressed to the receiving party’s address set forth above or to such other address as a party may designate by notice hereunder, and will be either delivered by hand, sent by overnight courier, or sent by registered mail,
return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of
such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by registered mail, on the fifth business day following the day
such mailing is made. 







 (c) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 

(d) Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written
agreement executed by the parties hereto. 
 (e) Waivers and Consents. The terms and provisions of this Agreement may
be waived, or consent for the departure therefrom granted, only by written document executed by the party waiving or consenting to such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with
respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver
or consent. 
 (f) Assignment. The Company, in its sole and absolute discretion, may assign its rights and obligations
hereunder to any person or entity. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be
void. 
 (g) Benefit. All statements, representations, warranties, covenants and agreements in this Agreement will be
binding on the parties hereto and will inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement will be construed to create any rights or obligations except between the Company and you,
and no person or entity other than the Company will be regarded as a third-party beneficiary of this Agreement. 
 (h)
Governing Law. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, shall take effect as an instrument under seal within Massachusetts, and the validity, interpretation and performance of this Agreement shall
be governed by, and construed in accordance with, the internal law of Massachusetts, without giving effect to conflict of law principles, and specifically excluding any conflict or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive law of another jurisdiction. The parties acknowledge that the last act necessary to render this Agreement enforceable is its execution by the Company in Massachusetts, and that the
Agreement shall be maintained in Massachusetts. 
 (i) Jurisdiction, Venue and Service of Process. Any legal action or
proceeding with respect to this Agreement must be brought in the courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts and shall be subject to the jurisdiction of such courts only. By
execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. 







 (j) Waiver of Jury Trial. Any action, demand, claim or counterclaim
arising under or relating to this Agreement will be resolved by a judge alone and each of the Company and you waive any right to a jury trial thereof. 

(k) Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or
provision of this Agreement is to any extent declared illegal or unenforceable by a duly-authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as
to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law, and (ii) if any provision, or part
thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to
delete specific words and phrases (“blue-pencilling”), and in its reduced or blue-pencilled form such provision will then be enforceable and will be enforced. 

(l) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience
of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 

(m) Injunctive Relief. You hereby expressly acknowledge that any breach or threatened breach of any of the terms and/or
conditions set forth in Section 1, 2 or 3 of this Agreement will result in substantial, continuing and irreparable injury to the Company. Therefore, you acknowledge and agree that in addition to any other remedy that may be available to the
Company, the Company will be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of Section 1, 2 or 3 of this Agreement. 

(n) No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or
remedy under this Agreement, and no course of dealing between the parties hereto or in any trade or industry, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under
this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy
hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party
receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand. 







 (o) Employment at Will. You understand that neither this Agreement nor any
other document that you have signed with the Company constitutes an implied or written employment contract or guarantee of continued employment and that your employment with the Company is on an “at-will” basis. Accordingly, you understand
and agree that your employment with the Company may be terminated by either you or the Company, at any time, and for any or no reason. 

(p) Survival. This entire Agreement, and your obligations hereunder, shall survive any termination or cessation of your
affiliation with the Company (for any or no reason). 
 (q) Counterparts. This Agreement may be executed in two or
more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 

(r) Opportunity to Review. You hereby acknowledge that you have had adequate opportunity to review these terms and
conditions and to reflect upon and consider the terms and conditions of this Agreement, and that you have had the opportunity to consult with counsel of your own choosing regarding such terms. You further acknowledge that you fully understand the
terms of this Agreement and have voluntarily executed this Agreement. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 If the foregoing accurately sets forth our agreement, please so indicate by signing and returning
to us the enclosed copy of this letter. 
  

			
	Very truly yours,
	
	InfraReDx, Inc.
		
	By:	 	 /s/ Amy K. Crawford

		 	Amy K. Crawford
		 	Director of Human Services


  

	
	Accepted and Agreed:
	
	 /s/ Stephen Sum

	Stephen Sum
	
	Dated: 12/12/11








 EXHIBIT A 

PRIOR INVENTIONS 
 If none, please
sign here: