1139758613 located at RBS Citizens, National
Association), does not own any assets and has not incurred any Indebtedness,
Liens or any other liabilities other than liabilities associated solely with any
taxes on HBSC and bank fees associated with HBSC's bank account."
(D)
SECTION 6.8(G) OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING SUCH CLAUSE IN ITS ENTIRETY.
3
(E)
SECTION 7.3 OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY (I) DELETING THE COMMA AT THE END OF CLAUSE (D) OF SUCH SECTION AND
REPLACING IN LIEU THEREOF, "AND", AND (II) DELETING CLAUSE (F) OF SUCH SECTION
IN ITS ENTIRETY.
(F)
SECTION 7.7 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING SUBCLAUSE (VI) OF CLAUSE (A) OF SUCH SECTION AND
REPLACING IN LIEU THEREOF THE FOLLOWING:
"(vi) [Reserved],"
(G)
SECTION 7.12 OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING SUCH SECTION IN ITS ENTIRETY AND REPLACING THE FOLLOWING IN
LIE THEREOF:
"7.12.
HELICOS BIOSCIENCES SECURITIES CORPORATION.
HBSC SHALL NOT (I) ENGAGE
IN ANY TRADE OR BUSINESS (OTHER THAN MAINTAINING AN ACCOUNT NUMBERED 1139758613
LOCATED AT RBS CITIZENS, NATIONAL ASSOCIATION, WHICH ACCOUNT SHALL NOT CONTAIN
ANY ASSETS OTHER THAN AS EXPRESSLY PERMITTED BY AGENT AND LENDERS IN WRITING),
(II) OWN ANY ASSETS OR (III) INCUR ANY INDEBTEDNESS, LIENS OR ANY OTHER
LIABILITIES OTHER THAN LIABILITIES ASSOCIATED SOLELY WITH ANY TAXES ON HBSC AND
BANK FEES ASSOCIATED WITH HBSC'S BANK ACCOUNT."
(H)
EXHIBIT D OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING CLAUSE (III) OF SUCH EXHIBIT IN ITS ENTIRETY AND REPLACING
THE FOLLOWING IN LIEU THEREOF:
"(III)
[RESERVED]"
4.
NO OTHER WAIVERS OR AMENDMENTS.
EXCEPT
FOR THE WAIVER AND AMENDMENTS SET FORTH AND REFERRED TO IN SECTION 2 AND
SECTION 3, RESPECTIVELY, THE LOAN AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT.
NOTHING IN THIS AMENDMENT IS INTENDED, OR SHALL BE CONSTRUED,
TO CONSTITUTE A NOVATION OR AN ACCORD AND SATISFACTION OF ANY OF BORROWER'S
OBLIGATIONS OR TO MODIFY, AFFECT OR IMPAIR THE PERFECTION OR CONTINUITY OF
AGENT'S SECURITY INTERESTS IN, SECURITY TITLES TO OR OTHER LIENS, FOR THE
BENEFIT OF ITSELF AND THE LENDERS, ON ANY COLLATERAL FOR THE OBLIGATIONS.
5.
REPRESENTATIONS AND WARRANTIES.
TO
INDUCE AGENT AND LENDERS TO ENTER INTO THIS AMENDMENT, BORROWER DOES HEREBY
WARRANT, REPRESENT AND COVENANT TO AGENT AND LENDERS THAT AFTER GIVING EFFECT TO
THIS AMENDMENT (I) EACH REPRESENTATION OR WARRANTY OF THE BORROWER SET FORTH IN
THE LOAN AGREEMENT IS HEREBY RESTATED AND REAFFIRMED AS TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE AMENDMENT DATE AS IF SUCH REPRESENTATION OR
WARRANTY WERE MADE ON AND AS OF THE DATE HEREOF (EXCEPT TO THE EXTENT THAT ANY
SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO A PRIOR SPECIFIC DATE OR
PERIOD), (II) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AS
OF THE DATE HEREOF (OTHER THAN THE SUBJECT EVENTS OF DEFAULT THAT ARE WAIVED IN
ACCORDANCE WITH SECTION 2 HEREOF), (III) BORROWER HAS THE POWER AND IS DULY
AUTHORIZED TO ENTER