NANOGEN, INC. 6,802,721 Shares of Common Stock and Warrants to Purchase 1,020,408 Shares of Common Stock PLACEMENT AGENCY AGREEMENTAgency Agreement • September 28th, 2005 • Nanogen Inc • Laboratory analytical instruments • New York
Nanogen, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (collectively, the “Investors”) up to 6,802,721 units (the “Units”), each Unit consisting of (i) one share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) one warrant (the “Warrants”) to purchase 0.15 shares of Common Stock in substantially the form attached hereto as Exhibit A. The Company desires to engage Seven Hills Partners LLC as its lead placement agent (“the “Lead Placement Agent”) and Stonegate Securities, Inc. as its co-placement agent (the “Co-Placement Agent” and, together with the Lead Placement Agent, the “Placement Agents”) in connection with such issuance and sale. The shares issuable upon the exercise of the Warrants are referred to herein as the “Warrant Shares” and, together with the Units, the Shares and the Warrants, are referred to herein as the “Securities
