0001104659-09-000083 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 2nd, 2009 • Versant Ventures II LLC • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2008, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 2nd, 2009 • Versant Ventures II LLC • Pharmaceutical preparations • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of December 19, 2008, by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”), and the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 2nd, 2009 • Versant Ventures II LLC • Pharmaceutical preparations • Delaware

WHEREAS, the Series B Investors have entered into a Series B Preferred Stock Purchase Agreement dated as of the date hereof, by and among the Series B Investors and the Company (the “Purchase Agreement”) to purchase an aggregate of up to Thirty-One Million Seven Thousand Seven Hundred Fifty-Two (31,007,752) shares of Series B Preferred Stock in one or more closings;

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