0001104659-09-000120 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 2nd, 2009 • Helicos Biosciences Corp • 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”).

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 2nd, 2009 • Helicos Biosciences Corp • 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;

JOINT FILING AGREEMENT
Joint Filing Agreement • January 2nd, 2009 • Helicos Biosciences Corp • Pharmaceutical preparations

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Helicos BioSciences Corporation.

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