0001047469-07-003786 Sample Contracts

HELICOS BIOSCIENCES CORPORATION Change in Control Agreement
Control Agreement • May 7th, 2007 • Helicos Biosciences Corp • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of this 7th day of May, 2007 by and between Helicos BioSciences Corporation (the "Company"), and Stephen J. Lombardi (the "Executive").

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AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 7th, 2007 • Helicos Biosciences Corp • Pharmaceutical preparations • Delaware

This AMENDMENT AGREEMENT (this “Agreement”), dated as of this 7th day of May, 2007, is hereby entered into by and among Helicos BioSciences Corporation, a Delaware corporation (the “Company”) and the undersigned holders of the Company’s Series A Convertible Preferred Stock (“Series A Investors”) and the undersigned holders of Series B Convertible Preferred Stock (the “Series B Investors”) (the Series A Investors and Series B Investors being referred to collectively as the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in that certain Amended and Restated Investor Rights Agreement, dated as of March 1, 2006 (as amended and in effect, the “Investor Rights Agreement”).

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