SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2007 • Nanogen Inc • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2007, among Nanogen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
February 5, 2007 Mr. Robert Saltmarsh, Chief Financial Officer (Sent via Electronic Mail) Nanogen, Inc. 10398 Pacific Center Court San Diego, CA 92121 Mr. Saltmarsh: Thank you for the opportunity to work with you and your company, Nanogen, Inc.Financial Advisory Agreement • February 5th, 2007 • Nanogen Inc • Laboratory analytical instruments • California
This letter agreement (the “Agreement”) confirms that Nanogen, Inc. (“Client”) has engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a best efforts basis as financial advisor and non-exclusive placement agent for the Client in connection with the structuring, issuance, and sale (the “Transaction(s)”) of equity securities (the “Securities”) for financing purposes. Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NANOGEN, INC.Common Stock Purchase Warrant • February 5th, 2007 • Nanogen Inc • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nanogen, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
