OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN
FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED,
AND THE PARTIES HERETO SHALL USE THEIR GOOD FAITH REASONABLE EFFORTS TO FIND AND
EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT
AS THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS
HEREBY STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY
WOULD HAVE EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS
WITHOUT INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL,
VOID OR UNENFORCEABLE.
(K)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT
ARE FOR CONVENIENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT
THE MEANING
HEREOF.
(L)
INDEPENDENT NATURE OF PURCHASERS'
OBLIGATIONS AND RIGHTS.
THE OBLIGATIONS OF EACH PURCHASER UNDER THIS AGREEMENT
ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER,
AND NO PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE
OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER.
THE DECISION OF EACH PURCHASER TO
PURCHASE THE SHARES AND WARRANTS PURSUANT TO THE TRANSACTION DOCUMENTS HAS BEEN
MADE INDEPENDENTLY OF ANY OTHER PURCHASER. NOTHING CONTAINED HEREIN OR IN ANY
OTHER AGREEMENT OR DOCUMENT DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY
PURCHASER PURSUANT HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE
PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND
OF ENTITY, OR CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN
CONCERT WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
EACH PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS ACTED
AS AGENT FOR SUCH PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT HEREUNDER
AND THAT NO PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER IN CONNECTION
WITH MONITORING ITS INVESTMENT IN THE SHARES AND WARRANTS OR ENFORCING ITS
RIGHTS UNDER THE TRANSACTION DOCUMENTS. EACH PURCHASER SHALL BE ENTITLED TO
PROTECT AND ENFORCE ITS RIGHTS, INCLUDING, WITHOUT LIMITATION, THE RIGHTS
ARISING OUT OF THIS AGREEMENT, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER
PURCHASER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH
PURPOSE.
THE COMPANY ACKNOWLEDGES THAT EACH OF THE PURCHASERS HAS BEEN PROVIDED
WITH THE SAME REGISTRATION RIGHTS AGREEMENT FOR THE PURPOSE OF CLOSING A
TRANSACTION WITH MULTIPLE PURCHASERS AND NOT BECAUSE IT WAS REQUIRED OR
REQUESTED TO DO SO BY ANY PURCHASER.
15
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
HELICOS BIOSCIENCES CORPORATION
By:
Name:
Title:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGES OF HOLDERS TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
NAME OF INVESTING ENTITY
AUTHORIZED SIGNATORY
By:
Name:
Title:
ADDRESS FOR NOTICE
c/o:
Street:
City/State/Zip:
Attention: