AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • March 14th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”), dated as of March 13, 2008, by and among Nanogen Inc., a Delaware corporation, with headquarters located at 10398 Pacific Center Court, San Diego, California 92121 (the “Company”), and (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • March 14th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
SECURITY AGREEMENT, dated as of March , 2008 (this “Agreement”), made by each of the parties set forth on the signature pages hereto (each a “Grantor” and collectively and together with the Company, the “Grantors”), in favor of PORTSIDE GROWTH & OPPORTUNITY FUND, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) to the Secured Parties referred to below.
ContractSecond Supplemental Indenture • March 14th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of March [ ], 2008, (“Second Supplemental Indenture”) between Nanogen, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 10398 Pacific Center Court, San Diego, California 92121, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (in such capacity, the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the First Supplemental Indenture (as defined below).
CONSENT AND AGREEMENTConsent and Agreement • March 14th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
Consent and Agreement (this “Consent and Agreement”) dated as of March 13, 2008, by and between Nanogen, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).
