Exhibit 10.2
SIRTRIS
PHARMACEUTICALS, INC.
Amendment to
Warrant to Purchase
Shares of Series C Preferred Stock of Sirtris
Pharmaceuticals, Inc.
Dated: April 17,
2008
Reference is made
hereby to the warrant (the “Warrant”) issued to
Hercules Technology Growth Capital, Inc., a Maryland
corporation (the “Warrantholder”) by Sirtris
Pharmaceuticals, Inc., a Delaware corporation (“the
Company”) pursuant to a certain Warrant Agreement, dated
April 18, 2006, by and between the Company and the
Warrantholder. All capitalized terms used herein and not
separately defined shall have the meaning ascribed to them in the
Warrant.
WHEREAS, the
Company and the Warrantholder desire to amend the
Warrant;
NOW, THEREFORE,
the Warrantholder and the Company agree to the
following:
1. Amendment
. The Warrant
is hereby amended as follows:
(a)
The definition of “Merger Event” in Section 1 of
the Warrant is hereby replaced in its entirety with the
following:
“ Merger Event ” means a
merger or consolidation involving the Company in which the Company
is not the surviving entity or in which the outstanding shares of
the Company’s capital stock are otherwise converted into or
exchanged for shares of capital stock of another entity or cash or
other property.
(b)
Section 8(a) of the Warrant is hereby replaced in its
entirety with the following:
(a) Merger
Event. If at any time there shall be Merger Event, the
Warrantholder shall be entitled to receive, upon exercise of this
Warrant at any time after the consummation of such Merger Event, in
lieu of t
