Common use of WARRANTHOLDER Clause in Contracts

WARRANTHOLDER. By:____________________________ SUBSCRIPTION FORM ----------------- The undersigned, the registered holder of the within Stock Purchase Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _______ shares of Series C Convertible Preferred Stock, par value $.001 per share, of Sequenom, Inc., and herewith makes payment of $ ____________ therefor and requests that the certificates representing such shares be issued in the name of and delivered to ____________ and if such shares shall not include all of the shares issuable under this Warrant, that a new Warrant of like tenor and date be delivered to the undersigned for the shares not issued. Dated:_______________________________ _______________________________ Name of Registered Holder _______________________________ Authorized Signature FORM OF ASSIGNMENT ------------------ For value received the undersigned hereby sells, assigns and transfers unto ________________________, whose address is __________________________________, the within Stock Purchase Warrant with respect to _________ shares of Series C Convertible Preferred Stock purchasable thereby, and does hereby irrevocably constitute and appoint _______________ attorney to transfer the within Warrant on the books of Sequenom, Inc. with full power of substitution in the premises. Dated:_________________________ _______________________________ Name of Registered Holder In the presence of: _______________________________ _______________________________ Authorized Signature EXHIBIT 4.1 ----------- Foreign Qualification; Certificate of Incorporation; By-Laws ------------------------------------------------------------ The Corporation is qualified to do business in Massachusetts and California. Copies of the Certificate of Incorporation (not including the Certificate of Amendment contained in Exhibit 1) and By-Laws are attached hereto. CERTIFICATE OF INCORPORATION OF SEQUENOM, INC. FIRST: The name of the corporation is Sequenom, Inc. (the "Corporation").

WARRANTHOLDER. By:: ------------------------------- Name: Title: FORM OF WARRANT EXHIBIT A EXERCISE FORM (To be executed upon exercise of this Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to purchase [_______] shares of Series F Preferred Stock and [HEREWITH TENDERS PAYMENT FOR SUCH SHARES TO THE ORDER OF THE COMPANY IN THE AMOUNT OF $____________________________ SUBSCRIPTION FORM ----------------- ] [HEREBY EXERCISES ITS CONVERSION OPTION] in accordance with the terms of this Warrant. The undersigned, the registered holder of the within Stock Purchase Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _______ shares of Series C Convertible Preferred Stock, par value $.001 per share, of Sequenom, Inc., and herewith makes payment of $ ____________ therefor and undersigned requests that the certificates representing a certificate for such shares [WARRANT SHARES] [NUMBER OF WARRANT SHARES TO WHICH THE UNDERSIGNED IS ENTITLED CALCULATED PURSUANT TO PARAGRAPH 2.2] be issued registered in the name of the undersigned and delivered to ____________ and if that such shares shall not include all of the shares issuable under this Warrant, that a new Warrant of like tenor and date certificates be delivered to the undersigned's address below. The undersigned for represents that the shares not issuedrepresentations and warranties set forth in Paragraph 10 of the Warrant are true and correct as to the Warrantholders as of the date hereof. Dated:_______________________________ _______________________________ : Name of Registered Holder _______________________________ Authorized Signature FORM OF ASSIGNMENT ------------------ For value received the undersigned hereby sells, assigns and transfers unto ________________________, whose address is __________________________________, the within Stock Purchase Warrant with respect to _________ shares of Series C Convertible Preferred Stock purchasable thereby, and does hereby irrevocably constitute and appoint _______________ attorney to transfer the within Warrant on the books of Sequenom, Inc. with full power of substitution in the premises. Dated:_________________________ _______________________________ Name of Registered Holder In the presence of-------------------------------------------- (Print) Signature: _______________________________ _______________________________ Authorized Signature EXHIBIT 4.1 ----------- Foreign Qualification; Certificate of Incorporation; By-Laws ------------------------------------------------------------ The Corporation is qualified to do business in Massachusetts and California. Copies of the Certificate of Incorporation ------------------------------------------- Title: -------------------------------------------- -------------------------------------------- (not including the Certificate of Amendment contained in Exhibit 1Street Address) and By-Laws are attached hereto. CERTIFICATE OF INCORPORATION OF SEQUENOM, INC. FIRST: The name of the corporation is Sequenom, Inc. -------------------------------------------- (the "Corporation"City) (State) (Zip Code).

WARRANTHOLDER. By:____________________________ SUBSCRIPTION FORM ----------------- The undersigned, the registered holder of the within Stock Purchase Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _______ shares of Series C Convertible Preferred Stock, par value $.001 per share, of Sequenom, Inc., and herewith makes payment of $ ____________ therefor and requests that the certificates representing such shares be issued in the name of and delivered to ____________ and if such shares shall not include all of the shares issuable under this Warrant, that a new Warrant of like tenor and date be delivered to the undersigned for the shares not issued. Dated:_______________________________ _______________________________ Name of Registered Holder _______________________________ Authorized Signature FORM OF ASSIGNMENT ------------------ For value received the undersigned hereby sells, assigns and transfers unto ________________________, whose address is __________________________________, the within Stock Purchase Warrant with respect to _________ shares of Series C Convertible Preferred Stock purchasable thereby, and does hereby irrevocably constitute and appoint _______________ attorney to transfer the within Warrant on the books of Sequenom, Inc. with full power of substitution in the premises. Dated:__________________________ _______________________________ Name of Registered Holder In the presence of: ________________________________ _______________________________ Authorized Signature EXHIBIT 4.1 ----------- Foreign Qualification; Certificate SCHEDULE OF INVESTORS Number of Incorporation; ByShares Initial Investor Subject to Warrant ----------------------------------------------------------------------------- TVM Techno Venture 7,606 Enterprises No. 11 Limited Partnership x/x XXX Xxxxxx Xxxxxxx Management ("TVM") 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 TVM Intertech 5,070 Limited Partnership c/o TVM TVM Zweite Beteiligung-Laws ------------------------------------------------------------ US 15,212 Limited Partnership x/x XXX XXX Xxxxxxxx Xxxxxxx 00,000 Xxxxxxxxxxx x/x XXX XXX Techno Venture 825 Investors No. 1 Limited Partnership c/o TVM KBL Founder Ventures SCA 8,761 00, Xxxxxxxxx Xxxxx X-0000 Xxxxxxxxxx Xxxxxxxxx International B.V. 31,746 Gooimeer 3 NL-1410 AB Naarden The Corporation is qualified Netherlands Xxxxxxx Xxxxxxxx 1,587 Xxxxxxxxxxxxx 0 00000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx, 22,222 as Trustee Xxxxxxxxxxxxx 0 00000 Xxxxxxx Xxxxxxx Number of Shares Initial Investor Subject to do business in Massachusetts and California. Copies of the Certificate of Incorporation (not including the Certificate of Amendment contained in Exhibit 1) and By-Laws are attached hereto. CERTIFICATE OF INCORPORATION OF SEQUENOM, INC. FIRST: The name of the corporation is Sequenom, Inc. (the "Corporation").Warrant ----------------------------------------------------------------------------- Xxxxx X. Xxxxx 1,666 Xxxxxxxx 00 X-00000 Xxxxxxxx Xxxxxxx Hannemarie Xxxxx 1,666 Xxxxxxxx 00 X-00000 Xxxxxxxx Xxxxxxx