GUARANTYGuaranty • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
GUARANTY, dated as of August 14, 2008, made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of the “Investors” (as defined below) and PORTSIDE GROWTH & OPPORTUNITY FUND, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent for the Investors (in such capacity, the “Collateral Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 14, 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 investors signatory hereto (individually, an “Investor” and collectively, the “Investors”).1
SHARE EXCHANGE AGREEMENT BY AND AMONG NANOGEN, INC., FINANCIÈRE ELITECH SAS and THE SHAREHOLDERS OF FINANCIÈRE ELITECH SAS Dated as of August 14, 2008Share Exchange Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • Delaware
SHARE EXCHANGE AGREEMENT, dated as of August 14, 2008 (the “Agreement”), by and among Nanogen, Inc., a Delaware corporation (“Nanogen”), Financière Elitech SAS, a société par actions simplifiée incorporated under the laws of France and registered with the Clerk of the Commercial Court of Nanterre under the number 481 676 062 (“Elitech”), and the shareholders of Elitech, as listed on Schedule 1 attached hereto (the “Sellers”). Capitalized terms used in this Agreement shall have the meanings assigned to them in Article X or in the applicable Section of this Agreement to which reference is made in Article X.
LIMITED GUARANTYLimited Guaranty • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
LIMITED GUARANTY, dated as of August 14, 2008, made by FINANCIÈRE ELITECH S.A.S., a société par actions simplifiée incorporated under the laws of France and registered with the Clerk of the Commercial Court of Nanterre under the number 481 676 062 (the “Guarantor”), in favor of the holders from time to time of certain Guaranteed Notes (as defined below).
CONSENT AND AGREEMENTConsent and Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
Consent and Agreement (this “Consent and Agreement”) dated as of August 14, 2008, by and between Nanogen, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).
SECOND AMENDMENT AND EXCHANGE AGREEMENTSecond Amendment and Exchange Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
SECOND AMENDMENT AND EXCHANGE AGREEMENT (the “Agreement”), dated as of August 14, 2008, by and among Nanogen Inc., a Delaware corporation, with headquarters located at 10398 Pacific Center Court, San Diego, California 92121 (the “Company”), and Portside Growth and Opportunity Fund (the “Investor”).
VOTING AGREEMENTVoting Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • Delaware
This VOTING AGREEMENT (“Agreement”) is made as of August 14, 2008, between Financiére Elitech SAS, a société par actions simplifiée incorporated under the laws of France (“Elitech”), and the undersigned stockholder (“Stockholder”) of Nanogen, Inc., a Delaware corporation (“Nanogen”).
ContractThird Supplemental Indenture • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of August 14, 2008, (“Third 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 Mellon 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).
CASH COMPENSATION SUSPENSION AGREEMENTCash Compensation Suspension Agreement • August 15th, 2008 • Nanogen Inc • Laboratory analytical instruments
AGREEMENT made this 14th day of August 2008 by and between Nanogen, Inc. a Delaware corporation (the “Company”), and Howard C. Birndorf, the Company’s Chief Executive Officer (the “Executive”).
