SUBJECT
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MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER THEREOF.
14.
NO STRICT CONSTRUCTION, ETC.
THE PARTIES HERETO HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AMENDMENT.
IN THE EVENT AN
AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AMENDMENT 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 AMENDMENT.
TIME IS OF THE ESSENCE FOR THIS
AMENDMENT.
15.
COSTS AND EXPENSES.
BORROWER ABSOLUTELY AND UNCONDITIONALLY AGREE
TO REIMBURSE AGENT AND LENDERS FOR ALL REASONABLE OUT-OF-POCKET FEES, COSTS AND
EXPENSES, INCLUDING ALL REASONABLE FEES AND EXPENSES OF COUNSEL, INCURRED IN THE
PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS AMENDMENT AND ANY OTHER
DEBT DOCUMENTS OR OTHER AGREEMENTS PREPARED, NEGOTIATED, EXECUTED OR DELIVERED
IN CONNECTION WITH THIS AMENDMENT OR TRANSACTIONS CONTEMPLATED HEREBY, ALL IN
ACCORDANCE WITH SECTION 10.5 OF THE LOAN AGREEMENT.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Loan and Security Agreement to be duly executed and delivered as of
the day and year specified at the beginning hereof.
BORROWER:
HELICOS BIOSCIENCES CORPORATION
By:
/s/ Stephen J. Lombardi
Name:
Stephen J. Lombardi
Title:
President
[Additional signature pages to follow]
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AGENT AND LENDER:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
/s/ Danijela Gjenero
Name:
Danijela Gjenero
Title:
Duly Authorized Signatory
LENDER:
CIT HEALTHCARE LLC
By:
/s/ Jonathan L. Domm
Name:
Jonathan L. Domm
Title:
Senior Vice President
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EXHIBIT F
FORM OF WARRANT
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