7.1(f) of the Agreement shall have occurred and be
continuing.
SCHEDULE 2.1(b)(iii)
LIST OF CONDITIONS TO ADDITIONAL DISCRETIONARY LOAN CLOSINGS
Such conditions, certificates, instruments and agreements as the Purchasers in
their sole discretion shall require.
NOTWITHSTANDING THE FULFILLMENT OF ANY OR ALL OF THE FOREGOING CONDITIONS AND/OR
THE COMPLIANCE BY THE COMPANY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE PURCHASERS HAVE NO COMMITMENT TO
PURCHASE ANY DISCRETIONARY NOTE OR MAKE ANY OTHER EXTENSION OF CREDIT AS A
DISCRETIONARY NOTE PURSUANT TO THIS AGREEMENT OR THE OTHER TRANSACTION
DOCUMENTS, THE PURCHASE OF SUCH DISCRETIONARY NOTES BY ANY PURCHASER SHALL AT
ALL TIMES BE IN THE SOLE AND ABSOLUTE DISCRETION OF SUCH PURCHASER.
EXHIBIT A
FORM OF NOTE
THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY
AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS
ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR
MODIFIED FROM TIME TO TIME, THE "SUBORDINATION AGREEMENT") DATED AS OF NOVEMBER
16, 2010, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL
ELECTRIC CAPITAL CORPORATION IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS
(TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, "SENIOR CREDITOR AGENT"), TO CERTAIN
INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF HELICOS BIOSCIENCES CORPORATION TO
SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND
SECURITY INTERESTS OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED
IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER AND TRANSFEREE OF THIS
INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE
PROVISIONS OF THE SUBORDINATION AGREEMENT.
THIS SUBORDINATED SECURED PROMISSORY NOTE (THIS "NOTE") HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SUCH ACT.
SUBORDINATED SECURED PROMISSORY NOTE
No. N-[
]
Date of Issuance
$[
]
[Month Day, Year]
FOR VALUE RECEIVED, HELICOS BIOSCIENCES CORPORATION, a Delaware corporation (the
"Company"), hereby promises to pay
(the "Purchaser"),
the principal sum of [AMOUNT IN WORDS Dollars and [AMOUNT] Cents
($
), together with interest thereon from the date of this
Note.
Interest shall accrue at a rate set forth in the Purchase Agreement,
calculated as set forth in the Purchase Agreement.
Notwithstanding anything
herein or in the Subordinated Secured Note Purchase Agreement, dated as of
November
, 2010, by and between the Company, the Purchaser and the other
purchasers party thereto (the "Purchase Agreement"), the principal and accrued
interest shall be due and payable by the Company upon the occurrence of the
Maturity Date.
This Note is one of the Notes issued pursuant to the Purchase Agreement, and
capitalized terms used and