Exhibit 10.2


 


 


 


NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. 
SUBJECT TO SECTION 6 BELOW, NO SALE OR DISPOSITION MAY BE
EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITH AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
HOLDER, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER
THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.


 


 


SAMPLE


 


 


WARRANT TO PURCHASE                    SHARES
OF COMMON STOCK


 


 


 


June 27, 2008


 


 


THIS CERTIFIES THAT, for value received, [GE Capital Equity Investments, Inc.] [CIT Healthcare LLC]
(“Holder”) is entitled to subscribe for and purchase
                    
(                )
shares of fully paid and nonassessable Common Stock of Helicos Biosciences Corporation, a Delaware corporation (the “Company”),
at the Warrant Price (as hereinafter defined), subject to the provisions and upon
the terms and conditions hereinafter set forth. 
As used herein, the term “Common Stock” shall mean Company’s presently
authorized common stock,
$                
par value per share, and any stock into which such common stock may hereafter
be converted or exchanged and the term “Warrant Shares” shall mean the shares
of Common Stock which Holder may acquire pursuant to this Warrant and any other
shares of stock into which such shares of Common Stock may hereafter be
converted or exchanged.


 


1.             Warrant Price.  The “Warrant Price” shall initially be four
dollars and eighty cents ($4.80) per share, subject to adjustment as provided
in Section 7 below.


 


2.             Conditions
to Exercise.  The purchase right
represented by this Warrant may be exercised at any time, or from time to time,
in whole or in part during the term commencing on the date hereof and ending at
5:00 P.M. Pacific time on the sixth anniversary of the date of this
Warrant (the “Expiration Date”).


 


3.             Method of Exercise or
Conversion; Payment; Issuance of Shares; Issuance of New Warrant.


 


(a)           Cash Exercise.  Subject to Section 2 hereof, the
purchase right represented by this Warrant may be exercised by Holder hereof,
in whole or in part, by the surrender of the original of this Warrant (together
with a duly executed Notice of Exercise in substantially the form attached
hereto) at the principal office of Company (as set forth in Section 19
below) and by payment to Company, by certified or bank check, or wire transfer
of immediately available funds, of an amount equal to the then applicable
Warrant Price per share multiplied by the number of Warrant Shares then being
purchased.  In the event of any exercise
of the rights represented by this Warrant, certificates for the shares of stock
so purchased shall be in the name of, and delivered to, Holder hereof, or as
such Holder may direct (subject to the terms of transfer contained herein and
upon payment by such Holder hereof of any applicable transfer taxes).  Such delivery shall be made within
30 days after exercise of this Warrant and at Company’s expense and,
unless this Warrant has been fully exercised 


 


 

















 


 


or expired, a new Warrant having terms and conditions substantially
identical to this Warrant and representing the portion of the Warrant Shares,
if any, with respect to which this Warrant shall not have been exercised, shall
also be issued to Holder hereof within 30 days after exercise of this
Warrant.


 


(b)           Conversion.   In lieu of exercising this Warrant as
specified in Section 3(a), Holder may from time to time convert this
Warrant, in whole or in part, into Warrant Shares  by surrender of the original of this Warrant
(together with a duly executed Notice of Exercise in substantially the form
attached hereto) at the principal office of Company, in which event Company
shall issue to Holder the number of Warrant Shares computed using the following
formula:


 


X = Y (A-B)


            A


 


Where:


 


X = the number of Warrant Shares to be issued to
Holder.


 


Y = the number of Warrant Shares purchasable under
this Warrant (at the date of such calculation).


 


A = the Fair Market Value of
one share of Company’s Common Stock (at the date of such calculation).


 


B = Warrant Price (as adjusted to the date of such calculation).


 


(c)          Fair Market Value.  For purposes of this Section 3, Fair
Market Value of one share of Company’s Common Stock shall mean:


 


(i)            The
average of the closing bid and asked prices of Common Stock quoted in the
Over-The-Counter Market Summary, the last reported sale price quoted on the
Nasdaq Stock Market or on any other exchange on which the Common Stock is
listed, whichever is applicable, as published in the Western Edition of the Wall
Street Journal for the three (3) trading days prior to the
date of determination of Fair Market Value; or


 


(ii)           In
the event of an exercise in connection with an Acquisition (as hereinafter
defined), the per share Fair Market Value for the Common Stock shall be the
value to be received per share of Common Stock by all holders of the Common
Stock in such transaction as determined by the Board of Directors; or


 


(iii)          In
any other instance, the per share Fair Market Value for the Common Stock shall
be as determined in the reasonable good faith judgment of Company’s Board of
Directors.


 


In the event of 3(c)(ii) or 3(c)(iii), above,
Company’s Board of Directors shall prepare a certificate, to be signed by an
authorized officer of Company, setting forth in reasonable detail the basis for
and method of determination of the per share Fair Market Value of the Common
Stock.  The Board of Directors will also
certify to Holder that this per share Fair Market Value will be applicable to
all holders of Company’s Common Stock. 
Such certification must be made to Holder at least thirty (30)
business days prior to the proposed effective date of the merger,
consolidation, sale, or other triggering event as defined in 3(c)(ii) or
3(c)(iii).


 


(d)           Automatic Exercise.  To the extent this Warrant
is not previously exercised, it shall be deemed to have been automatically
converted in accordance with Sections 3(b) and 3(c) hereof
(even 


 


 


2

















 


 


if not surrendered) as of
immediately before its expiration, involuntary termination or cancellation if
the then-Fair Market Value of a Warrant Share exceeds the then-Warrant Price,
unless Holder notifies Company in writing to the contrary prior to such
automatic exercise.


 


(e)           Treatment of
Warrant Upon Acquisition of Company.


 


(i)            Certain Definitions.  For the purpose of this Warrant,
“Acquisition” means any sale, license, or other disposition of all or
substantially all of the assets of Company, or any reorganization,
consolidation, or merger of Company, or sale of outstanding Company securities
by holders thereof, where the holders of Company’s securities before the
transaction beneficially own less than a majority of the outstanding voting
securities of the successor or surviving entity after the transaction.  For purposes of this Section 3(e),
“Affiliate” shall mean any person or entity that owns or controls directly or
indirectly ten percent (10%) or more of the voting capital stock of Company,
any person or entity that controls or is controlled by or is under common
control with such persons or entities, and each of such person’s or entity’s
officers, directors, joint venturers or partners, as applicable.


 


(ii)           Cash Acquisition. 
In the event of an Acquisition in which the sole consideration to be
received by the holders of the Company’s common stock (other than such
stockholders who are employees or Affiliates of the Company) is cash, Holder
shall either (a) exercise its conversion or purchase right under this
Warrant and such exercise will be deemed effective immediately prior to the
consummation of such Acquisition or (b) have the Warrant expire upon the
consummation of such Acquisition (and the Warrant shall so expire upon the
consummation of such Acquisition). 
Company shall provide Holder with written notice of any proposed
Acquisition together with such reasonable information as Holder may request in
connection with such contemplated Acquisition giving rise to such notice, which
is to be delivered to Holder not less than ten (10) business days prior to
the closing of the proposed Acquisition.


 


(iii)          Asset Sale. 
In the event of an Acquisition that is an arms length sale of all or
substantially all of Company’s assets (and only its assets) to a third party
that is not an Affiliate of Company (a “True Asset Sale”), Holder shall
either (a) exercise its conversion or purchase right under this Warrant
and such exercise will be deemed effective immediately prior to the
consummation of such Acquisition or (b) have the Warrant continue until
the Expiration Date if Company continues as a going concern following the
closing of any such True Asset Sale. 
Company shall provide Holder with written notice of any proposed asset
sale together with such reasonable information as Holder may request in
connection with such asset sale giving rise to such notice, which is to be
delivered to Holder not less than ten (10) business days prior to the
closing of the proposed asset sale.


 


(iv)          Assumption of Warrant.  Upon the closing of any Acquisition other
than those particularly described in subsections (ii) and (iii) above,
the successor entity shall assume the obligations of this Warrant, and this
Warrant shall be exercisable for the same securities, cash, and property as
would be payable for the Warrant Shares issuable upon exercise of the
unexercised portion of this Warrant as if such Warrant Shares were outstanding
on the record date for the Acquisition and subsequent closing.  The Warrant Price and/or number of Warrant
Shares shall be adjusted accordingly.


 


 


3

















 


 


4.             Representations
and Warranties of Holder and Company.


 


(a)           Representations and Warranties by Holder.  Holder represents and warrants to Company
with respect to this purchase as follows:


 


(i)            Evaluation.  Holder has substantial experience in
evaluating and investing in private placement transactions of securities of
companies similar to Company so that Holder is capable of evaluating the merits
and risks of its investment in Company and has the capacity to protect its
interests.


 


(ii)           Resale.  Except for transfers to an affiliate of
Holder, Holder is acquiring this Warrant and the Warrant Shares issuable upon
exercise of this Warrant (collectively the “Securities”) for investment
for its own account and not with a view to, or for resale in connection with,
any distribution thereof.  Holder
understands that the Securities have not been registered under the Securities
Act of 1933, as amended (the “Act”) by reason of a specific exemption
from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of the investment intent as expressed herein.


 


(iii)          Rule 144. 
Holder acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Act or an exemption from such registration is
available.  Holder is aware of the
provisions of Rule 144 promulgated under the Act.


 


(iv)          Accredited Investor. 
Holder is an “accredited investor” within the meaning of Regulation D
promulgated under the Act.


 


(v)           Opportunity To Discuss.  Holder has had an opportunity to discuss
Company’s business, management and financial affairs with its management and an
opportunity to review Company’s facilities. 
Holder understands that such discussions, as well as the written
information issued by Company, were intended to describe the aspects of
Company’s business and prospects which Company believes to be material but were
not necessarily a thorough or exhaustive description.


 


(b)           Representations and Warranties by Company.   Company hereby represents and warrants to
Holder that the statements in the following paragraphs of this Section 4(b) are
true and correct (a) as of the date hereof and (b) except where any
such representation and warranty relates specifically to an earlier date, as of
the date of any exercise of this Warrant.


 


(i)            Corporate
Organization and Authority.  Company (a) is
a corporation duly organized, validly existing, and in good standing in its
jurisdiction of incorporation, (b) has the corporate power and authority
to own and operate its properties and to carry on its business as now conducted
and as proposed to be conducted; and (c) is qualified as a foreign
corporation in all jurisdictions where such qualification is required.


 


(ii)           Corporate
Power.  Company has all requisite
legal and corporate power and authority to execute, issue and deliver this
Warrant, to issue the Warrant Shares issuable upon exercise or conversion of
this Warrant, and to carry out and perform its obligations under this Warrant
and any related agreements.


 


(iii)          Authorization;
Enforceability.  All corporate action
on the part of Company, its officers, directors and shareholders necessary for
the authorization, execution, delivery and performance of its obligations under
this Warrant and for the authorization, issuance and delivery of this Warrant
and the Warrant Shares issuable upon exercise of this Warrant has been taken
and this Warrant constitutes the legally binding and valid obligation of
Company enforceable in accordance with its terms.


 


 


4

















 


 


(iv)          Valid
Issuance of Warrant and Warrant Shares. 
This Warrant has been validly issued and is free of restrictions on
transfer other than restrictions on transfer set forth herein and under
applicable state and federal securities laws. The Warrant Shares issuable upon
conversion of this Warrant, when issued, sold and delivered in accordance with
the terms of this Warrant for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable, and will be free of
restrictions on transfer other than restrictions on transfer under this Warrant
and under applicable state and federal securities laws.  Subject to applicable restrictions on
transfer, the issuance and delivery of this Warrant and the Warrant Shares
issuable upon exercise or conversion of this Warrant are not subject to any preemptive
or other similar rights or any liens or encumbrances except as specifically set
forth in Company’s Certificate of Incorporation or this Warrant.  The offer, sale and issuance of the Warrant
Shares, as contemplated by this Warrant, are exempt from the prospectus and
registration requirements of applicable United States federal and state
security laws, and neither Company nor any authorized agent acting on its
behalf has or will take any action hereafter that would cause the loss of such
exemption.


 


(v)           No Conflict.  The execution, delivery, and performance of this
Warrant will not result in (a) any violation of, be in conflict with, or
constitute a default under, with or without the passage of time or the giving
of notice (1) any provision of Company’s Certificate of Incorporation or
by-laws; (2) any provision of any judgment, decree, or order to which
Company is a party, by which it is bound, or to which any of its material
assets are subject; (3) any contract, obligation, or commitment to which
Company is a party or by which it is bound; or (4) any statute, rule, or
governmental regulation applicable to Company, or (b) the creation of any
lien, charge or encumbrance upon any assets of Company.


 


(vi)          Reports.
Company has previously furnished or made available to Holder complete and
accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, as filed with the Securities
and Exchange Commission (the “SEC”), and (b) all other reports filed
by Company under Section 13 or subsections (a) or (c) of Section 14
of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) with
the SEC since December 31, 2007 (such reports are collectively
referred to herein as the “Company Reports”).  The Company Reports constitute all of the
documents required to be filed by Company under Section 13 or subsections (a) or
(c) of Section 14 of the Exchange Act with the SEC from December 31, 2007
through the date of this Warrant. 
The Company Reports complied in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder
when filed.  As of their respective
dates, the Company Reports did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


 


5.             Legends.


 


(a)           Legend.  Each
certificate representing the Warrant Shares shall be endorsed with
substantially the following legend:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED (UNLESS SUCH TRANSFER IS
TO AN AFFILIATE OF HOLDER) UNLESS COVERED BY AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS
OF RULE 144 OF THE SECURITIES 


 


 


5

















 


 


AND EXCHANGE COMMISSION, OR (IF REASONABLY REQUIRED
BY COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


Company need not enter into its stock records a
transfer of Warrant Shares unless the conditions specified in the foregoing
legend are satisfied.  Company may also
instruct its transfer agent not to allow the transfer of any of the Warrant
Shares unless the conditions specified in the foregoing legend are
satisfied.


 


(b)           Removal of Legend and Transfer Restrictions.  The legend relating to the Act endorsed on a
certificate pursuant to paragraph 5(a) of this Warrant shall be removed
and Company shall issue a certificate without such legend to Holder if (i) the
Securities are registered under the Act and a prospectus meeting the
requirements of Section 10 of the Act is available or (ii) Holder
provides to Company an opinion of counsel for Holder reasonably satisfactory to
Company, a no-action letter or interpretive opinion of the staff of the SEC
reasonably satisfactory to Company, or other evidence reasonably satisfactory
to Company, to the effect that public sale, transfer or assignment of the
Securities may be made without registration and without compliance with any
restriction such as Rule 144.


 


6.             Condition
of Transfer or Exercise of Warrant. 
It shall be a condition to any transfer or exercise of this Warrant that
at the time of such transfer or exercise, Holder shall provide Company with a
representation in writing that Holder or transferee is acquiring this Warrant
and the shares of Common Stock to be issued upon exercise for investment
purposes only and not with a view to any sale or distribution, or will provide
Company with a statement of pertinent facts covering any proposed distribution.  As a further condition to any transfer of
this Warrant or any or all of the shares of Common Stock issuable upon exercise
of this Warrant, other than a transfer registered under the Act, Company may
request a legal opinion, in form and substance satisfactory to Company and its
counsel, reciting the pertinent circumstances surrounding the proposed transfer
and stating that such transfer is exempt from the registration and prospectus
delivery requirements of the Act. 
Company shall not require Holder to provide an opinion of counsel if the
transfer is to an affiliate of Holder. 
As further condition to each transfer, at the request of Company, Holder
shall surrender this Warrant to Company and the transferee shall receive and
accept a Warrant, of like tenor and date, executed by Company.


 


7.             Adjustment for Certain Events.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:


 


(a)           Reclassification or Merger.  In the case of (i) any reclassification
or change of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination), (ii) other
than a transaction constituting an Acquisition (in which case the provisions of
Section 3(e) shall apply), any merger of Company with or into another
corporation (other than a merger with another corporation in which Company is
the acquiring and the surviving corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant), or (iii) other than a transaction constituting an Acquisition
(in which case the provisions of Section 3(e) shall apply), any
sale of all or substantially all of the assets of Company, Company, or such
successor or purchasing corporation, as the case may be, shall duly execute and
deliver to Holder a new Warrant (in form and substance reasonably satisfactory
to Holder of this Warrant), or Company shall make appropriate provision without
the issuance of a new Warrant, so that Holder shall have the right to receive,
at a total purchase price not to exceed that payable upon the exercise of the
unexercised portion of this Warrant, and in lieu of the Warrant Shares
theretofore issuable 


 


 


6

















 


 


upon
exercise or conversion of this Warrant, the kind and amount of shares of stock,
other securities, money and property receivable upon such reclassification,
change, merger or sale by a holder of the number of shares of Common Stock then
purchasable under this Warrant, or in the case of such a merger or sale in
which the consideration paid consists all or in part of assets other than
securities of the successor or purchasing corporation, at the option of Holder,
the securities of the successor or purchasing corporation having a value at the
time of the transaction equivalent to the value of the Warrant Shares
purchasable upon exercise of this Warrant at the time of the transaction.  Any new Warrant shall provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 7.  The
provisions of this subparagraph (a) shall similarly apply to successive
reclassifications, changes, mergers and transfers.


 


(b)           Subdivision or Combination of Shares.  If Company at any time while this Warrant
remains outstanding and unexpired shall subdivide or combine its outstanding
shares of Common Stock, the Warrant Price shall be proportionately decreased
and the number of Warrant Shares issuable hereunder shall be proportionately
increased in the case of a subdivision and the Warrant Price shall be
proportionately increased and the number of Warrant Shares issuable hereunder
shall be proportionately decreased in the case of a combination.


 


(c)           Stock Dividends and Other Distributions.  If Company at any time while this Warrant is
outstanding and unexpired shall (i) pay a dividend with respect to Common
Stock payable in Common Stock, then the Warrant Price shall be adjusted, from
and after the date of determination of shareholders entitled to receive such
dividend or distribution, to that price determined by multiplying the Warrant
Price in effect immediately prior to such date of determination by a fraction (A) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make
any other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 7(a) and 7(b)), then, in each
such case, provision shall be made by Company such that Holder shall receive
upon exercise of this Warrant a proportionate share of any such dividend or
distribution as though it were Holder of the Warrant Shares as of the record
date fixed for the determination of the shareholders of Company entitled to
receive such dividend or distribution.


 


(d)           Adjustment of Number of Shares.  Upon each adjustment in the Warrant Price,
the number of Warrant Shares purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of
Warrant Shares purchasable immediately prior to such adjustment in the Warrant
Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be the
Warrant Price immediately thereafter.


 


8.             Notice of Adjustments.  Whenever any Warrant Price or the kind or
number of securities issuable under this Warrant shall be adjusted pursuant to Section 7
hereof, Company shall prepare a certificate signed by an officer of Company
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price and number or kind of shares issuable upon exercise of
this Warrant after giving effect to such adjustment, and shall cause copies of
such certificate to be mailed (by certified or registered mail, return receipt
required, postage prepaid) within thirty (30) days of such adjustment
to Holder as set forth in Section 19 hereof.


 


9.             Financial and Other Reports.  From time to time up to the earlier of the
Expiration Date or the complete exercise of this Warrant, Company shall furnish
to Holder, if Company is a private company, (a) unaudited consolidated
and, if available, consolidating balance sheets, statements of operations and
cash flow statements within 30 days of each month end, in a form acceptable to
Holder and certified by 


 


 


7

















 


 


Company’s
president or chief financial officer, and (b) Company’s complete annual
audited consolidated and, if available, consolidating balance sheets,
statements of operations and cash flow statements certified by an independent
certified public accountant selected by Company and satisfactory to Holder
within 120 days of the fiscal year end or, if sooner, at such time as Company’s
Board of Directors receives the audit.


 


10.           Transferability of Warrant.  This Warrant is transferable on the books of
Company at its principal office by the registered Holder hereof upon surrender
of this Warrant properly endorsed, subject to compliance with Section 6
and applicable federal and state securities laws.  Company shall issue and deliver to the
transferee a new Warrant representing the Warrant so transferred.  Upon any partial transfer, Company will issue
and deliver to Holder a new Warrant with respect to the Warrant not so transferred.  Holder shall not have any right to transfer
any portion of this Warrant to any direct competitor of Company.


 


11.           Reserved.


 


12.           No Fractional Shares.  No fractional share of Common Stock will be
issued in connection with any exercise or conversion hereunder, but in lieu of
such fractional share Company shall make a cash payment therefor upon the basis
of the Warrant Price then in effect.


 


13.           Charges, Taxes and Expenses.  Issuance of certificates for shares of Common
Stock upon the exercise or conversion of this Warrant shall be made without
charge to Holder for any United States or state of the United States
documentary stamp tax or other incidental expense with respect to the issuance
of such certificate, all of which taxes and expenses shall be paid by Company,
and such certificates shall be issued in the name of Holder.


 


14.           No Shareholder Rights Until
Exercise.  Except as expressly
provided herein, this Warrant does not entitle Holder to any voting rights or
other rights as a shareholder of Company prior to the exercise hereof.


 


15.           Registry of Warrant.  Company shall maintain a registry showing the
name and address of the registered Holder of this Warrant.  This Warrant may be surrendered for exchange
or exercise, in accordance with its terms, at such office or agency of Company,
and Company and Holder shall be entitled to rely in all respects, prior to
written notice to the contrary, upon such registry.


 


16.           Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt
by Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft, or
destruction, of indemnity reasonably satisfactory to it, and, if mutilated,
upon surrender and cancellation of this Warrant, Company will execute and
deliver a new Warrant, having terms and conditions substantially identical to
this Warrant, in lieu hereof.


 


17.           Miscellaneous.


 


(a)           Issue
Date.  The provisions of this Warrant
shall be construed and shall be given effect in all respect as if it had been
issued and delivered by Company on the date hereof.


 


(b)           Successors.  This Warrant shall be binding upon any
successors or assigns of Company.


 


(c)           Headings.  The headings used in this Warrant are used
for convenience only and are not to be considered in construing or interpreting
this Warrant.


 


(d)           Saturdays,
Sundays, Holidays.  If the last or
appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday or a Sunday or shall be a legal 


 


 


8

















 


 


holiday in the State of New York, then
such action may be taken or such right may be exercised on the next succeeding
day not a legal holiday.


 


(e)           Attorney’s Fees.   In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs incurred in such dispute, including reasonable attorney’s fees.


 


18.           No Impairment.  Company will not, by amendment of its
Certificate of Incorporation or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of Holder hereof against impairment.


 


19.           Addresses.  Any notice required or permitted hereunder
shall be in writing and shall be mailed by overnight courier, registered or certified
mail, return receipt requested, and postage prepaid, or otherwise delivered by
hand or by messenger, addressed as set forth below, or at such other address as
Company or Holder hereof shall have furnished to the other party in accordance
with the delivery instructions set forth in this Section 19.


 


 


	
   

  	
   

  	
  If to Company:

  	
  Helicos Biosciences Corporation

  
	
   

  	
   

  	
   

  	
  One Kendall Square, Building 700

  
	
   

  	
   

  	
   

  	
  Cambridge, MA 02139

  
	
   

  	
   

  	
   

  	
  Phone:

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile:

  	
   

  
	
   

  	
   

  	
   

  	
  Attn:

  	
   

  
							



 


	
   

  	
  [If
  to Holder:

  	
  GE Capital Equity
  Investments, Inc.

  
	
   

  	
   

  	
  201
  Merritt 7, 1st Floor

  
	
   

  	
   

  	
  P.O. Box
  5201

  
	
   

  	
   

  	
  Norwalk,
  Connecticut 06851

  
	
   

  	
   

  	
  Attn:
  General Counsel

  



 


	
   

  	
  With
  copies to:

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
  c/o
  GE Healthcare Financial Services, Inc.

  
	
   

  	
   

  	
  83
  Wooster Heights Road, Fifth Floor

  
	
   

  	
   

  	
  Danbury,
  Connecticut 06810

  
	
   

  	
   

  	
  Attn:

  	
  Senior
  Managing Director and

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President of Risk]

  



 


 


	
   

  	
   

  	
  [OR]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [If
  to Holder:

  	
  CIT
  Healthcare LLC

  
	
   

  	
   

  	
   

  	
  305
  Fellowship Road, Suite 300

  
	
   

  	
   

  	
   

  	
  Mount
  Laurel, New Jersey 08054

  
	
   

  	
   

  	
   

  	
  Phone:
  (856) 813-2696

  
	
   

  	
   

  	
   

  	
  Facsimile:
  (856) 813-2996

  
	
   

  	
   

  	
   

  	
  Attn:
  Legal

  



 


	
   

  	
  With
  a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:

  	
                                                                                               ]

  



 


 


9

















 


 


If
mailed by registered or certified mail, return receipt requested, and postage
prepaid, notice shall be deemed to be given five (5) days after being
sent, and if sent by overnight courier, by hand or by messenger, notice shall
be deemed to be given when delivered (if on a business day, and if not, on the
next business day).


 


20.           WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES
HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR THE
WARRANT SHARES.


 


21.           GOVERNING LAW.  THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


 


 


[Remainder of
page intentionally blank; signature page follows]


 


 


10

















 


 


 


IN WITNESS WHEREOF, Company  has caused
this Warrant to be executed by its officer thereunto duly authorized.


 


 


	
  HELICOS
  BIOSCIENCES CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
  Dated as of                                   ,
  200     .

  
							



 


 


 


 


SAMPLE


 


 


11

















 


 


NOTICE OF EXERCISE


 


 


	
  To:

  	 

	
  Helicos
  Biosciences Corporation

  	 

	
  One Kendall Square, Building 700

  	 

	
  Cambridge, MA 02139

  	 

	
  Phone:

  	
   

  	
   

  	 

	
  Facsimile:

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	 

						



 


 


1.                                       The undersigned Warrantholder (“Holder”)
elects to acquire shares of the Common Stock (the “Common Stock”) of Helicos Biosciences Corporation (the
“Company”), pursuant to the terms of the Stock Purchase Warrant dated                                     ,
2008 (the “Warrant”).


 


2.                                       Holder exercises its rights under the
Warrant as set forth below:


 


	
   

  	
  (          )

  	
  Holder elects to
  purchase                           
  shares of Common Stock as provided in Section 3(a) and tenders
  herewith a check in the amount of $                          
  as payment of the purchase price.

  
	
   

  	
   

  	
   

  
	
   

  	
  (          )

  	
  Holder
  elects to convert the purchase rights into shares of Common Stock as provided
  in Section 3(b) of the Warrant.

  



 


3.                                       Holder surrenders the Warrant with this
Notice of Exercise.


 


Holder represents
that it is acquiring the aforesaid shares of Common Stock for investment and
not with a view to or for resale in connection with distribution and that
Holder has no present intention of distributing or reselling the shares.


 


Please issue a
certificate representing the shares of the Common Stock in the name of Holder
or in such other name as is specified below:


 


	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer I.D.:

  	
   

  



 


 


	
   

  	
  [NAME OF HOLDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:                      ,
  200     

  
					



 


 


12