EXHIBIT 10.5
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (this "Agreement")
is entered into as of December 21, 1998 by and among Sequenom, Inc., a Delaware
corporation (the "Corporation"); the holders (the "Series B Investors") of
shares of the Corporation's Series B Convertible Preferred Stock, $.001 par
value per share (the Series B Preferred Stock"); the holders (the "Series C
Investors") of shares of the Corporation's Series C Convertible Preferred Stock,
$.001 par value per share (the "Series C Preferred Stock"); and the purchasers
of shares of the Corporation's Series D Convertible Preferred Stock, par value
$.001 per share (the "Series D Preferred Stock"), pursuant to the Series D
Convertible Preferred Stock Purchase Agreement dated as of the date hereof (the
"Purchase Agreement"), including any Additional Investors as defined in the
Purchase Agreement (such purchasers of Series D Preferred Stock being
hereinafter sometimes referred to individually as an "Investor" and collectively
as the "Investors").
WHEREAS, the Corporation, the Series B Investors and the Series C Investors
are the parties to a Registration Rights Agreement dated as of May 8, 1997, as
amended as of January 12, 1998 (the "Prior Registration Rights Agreement"),
pursuant to which the Corporation granted certain registration rights to the
Series B Investors, the Series C Investors and certain of their transferees;
WHEREAS, the Corporation now wishes to sell to the Investors certain shares
of its Series D Preferred Stock;
WHEREAS, the Series B Preferred Stock, the Series C Preferred Stock and the
Series D Preferred Stock are convertible into shares of the Corporation's Common
Stock; and
WHEREAS, as a condition to entering into the Purchase Agreement, the
Investors have required that the Corporation, the Series B Investors and the
Series C Investors execute this Agreement to provide the Investors rights to
register the shares of Common Stock issuable upon conversion of their Series D
Preferred Stock and certain other securities of the Corporation described below;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
-----------
following meanings:
(a) The term "Act" means the Securities Act of 1933, as amended;
(b) The term "Holder" means any Investor, any Series B Investor, any
Series C Investor and any other person or entity holding Registrable Securities
to whom the registration rights granted in this Agreement have been transferred
pursuant to Section 14 hereof;
(c) The term "Preferred Stock" means the Series B Preferred Stock,
the Series C Preferred Stock and the Series D Preferred Stock;
(d) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of effectiveness of such
registration statement; and
(e) The term "Registrable Securities" means (1) the Common Stock
issuable upon conversion of the Preferred Stock, (2) Common Stock purchased by
an Investor pursuant to Section 8.1 of the Purchase Agreement (or Common Stock
for or into which New Securities (as therein defined) purchased by the Investor
pursuant to such Section 8.1 may be exercised or converted) or pursuant to the
Stock Restriction Agreement dated as of the date hereof among the Corporation,
the Series B Investors, the Series C Investors, the Investors and certain
additional parties identified therein, and (3) any Common Stock of the
Corporation issued as a dividend or other distribution with respect to, or in
exchange or in replacement of, such Preferred Stock or Common Stock.
In addition, for purposes of all calculations and notices under this
Agreement, and all other provisions of this Agreement where the context permits,
the term "Registrable Securities" shall include securities issuable upon
conversion of the Preferred Stock, a holder of the Preferred Stock shall be
deemed the Holder of such securities and such securities shall be deemed
outstanding Registrable Securities hereunder. Notwithstanding the foregoing,
nothing in this Agreement shall require the Corporation actually to register any
shares of the Preferred Stock.
2. Request for Registration. If at any time after the earlier of (i) the
------------------------
first underwritten public offering of securities for the account of the
Corporation, and (ii) the date two (2) years from the date hereof, the
Corporation shall receive a written request (specifying that it is being made
pursuant to this Section 2) from the Holder or Holders at least fifty percent
(50%) of the then outstanding Registrable Securities that the Corporation file a
registration statement under the Act, or a similar document pursuant to any
other statute then in effect corresponding to the Act, covering the registration
of at least the lesser of (i) at least twenty-five percent (25%) of the then
outstanding Registrable Securities and (ii) Registrable Securities the expected
price to the public of which equals or exceeds $10,000,000, then the Corporation
shall promptly notify all other Holders of such request and shall use its best
efforts to cause all Registrable Securities that Holders have requested be
registered to be registered under the Act.
Notwithstanding the foregoing, (a) the Corporation shall not be obligated
to effect a registration pursuant to this Section 2 during the period starting
with the date sixty (60) days prior to the Corporation's estimated date of
filing of, and ending on a date six (6) months following the effective date of,
a registration statement pertaining to an underwritten public offering of
securities for the account of the Corporation, provided that the Corporation is
actively employing in good faith its best efforts to cause such registration
statement to become effective and that the Corporation's estimate of the date of
filing such registration statement is made in good faith; (b) the Corporation
shall not be obligated to effect a registration pursuant to this Section 2
within six (6) months after the effective date of a prior registration under
such Section; (c) if the Corporation shall furnish to the Holders a certificate
signed by the President of the Corporation stating that in the good faith
judgment of the Board of Directors it would be seriously detrimental to the
Corporation or its stockholders for a registration statement to be filed in the
near future, then the Corporation's obligation to use its best efforts to file a
registration
-2-
statement shall be deferred for a period not to exceed three (3) months; and (d)
the Corporation may postpone a registration pursuant to this election for such
period of time as may be required to permit the use of regular audited year-end
financial statements with supplemental short period figures for a period not
exceeding six (6) months unless the Holders agree to bear the costs of any
special audit.
The Corporation shall not be obligated to effect more than two (2)
registrations pursuant to this Section 2. Any request for registration under
this Section 2 must be for a firm commitment underwritten public offering to be
managed by an underwriter or underwriters of recognized national standing
reasonably acceptable to the Corporation.
3. Corporation Registration. Subject to Section 8 of this Agreement, if
------------------------
at any time the Corporation proposes to register any of its Common Stock under
the Act in connection with the public offering of such securities for its own
account or for the accounts of other stockholders, solely for cash on a form
that would also permit the registration of the Registrable Securities, the
Corporation shall, each such time, promptly give each Holder written notice of
such determination. Upon the written request of any Holder given within thirty
(30) days after mailing of any such notice by the Corporation, the Corporation
shall, subject to the limitations set forth in Section 8(a), use its best
efforts to cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested be registered.
4. Obligations of the Corporation. Whenever required under Section 2, 3,
------------------------------
or 11 to use its best efforts to effect the registration of any Registrable
Securities, the Corporation shall, as expeditiously as reasonably possible:
(a) Prepare and file with the Securities and Exchange Commission
("SEC") a registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become and remain
effective; provided, however, that in connection with any proposed registration
intended to permit an offering of any securities from time to time (i.e., a so-
called "shelf registration"), the Corporation shall in no event be obligated to
cause any such registration to remain effective for more than one hundred eighty
(180) days.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably appropriate for the
distribution of the securities covered by the registration statement, provided
that the Corporation shall not be required in connection therewith or as a
-3-
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and further provided
that (anything in this Agreement to the contrary notwithstanding with respect to
the bearing of expenses) if any jurisdiction in which the securities shall be
qualified shall require that expenses incurred in connection with the
qualification of the securities in that jurisdiction be borne by selling
stockholders, then such expenses shall be payable by selling stockholders pro
rata, to the extent required by such jurisdiction.
(e) Provide a transfer agent for the Common Stock no later than the
effective date of the first registration of any Registrable Securities.
5. Furnish Information. It shall be a condition precedent to the
obligations of the Corporation to take any action pursuant to this Agreement
that the Holders shall furnish to the Corporation such information regarding
them, the Registrable Securities held by them, and the intended method of
disposition of such securities as the Corporation shall reasonably request and
as shall be required in connection with the action to be taken by the
Corporation.
6. Expenses of Demand Registration. All expenses incurred in connection
-------------------------------
with registrations pursuant to Section 2 (excluding underwriters' discounts and
commissions), including, without limitation, all registration and qualification
fees, printers, and accounting fees, fees and disbursements of counsel for the
Corporation, and the reasonable fees and disbursements of one special counsel
for the selling Holders, shall be borne by the Corporation.
7. Corporation Registration Expenses. All expenses (excluding
---------------------------------
underwriters' discounts and commissions) incurred in connection with a
registration pursuant to Section 3, including, without limitation, any
additional registration and qualification fees and any additional fees and
disbursements of counsel to the Corporation that result from the inclusion of
securities held by the Holders in such registration and the reasonable fees and
disbursements of one special counsel for the selling stockholders, shall be
borne by the Corporation; provided, however, that if the registration is of
exclusively a secondary offering, the holders shall bear their proportionate
share of the expenses incurred in connection with any registration (provided all
stockholders registering shares thereunder bear their proportionate share of
expenses), except expenses which the Corporation would have incurred whether or
not the securities held by the Holders were included in such registration
(including, without limitation, the expense of preparing normal audited or
unaudited financial statements).
8. Underwriting Requirements.
-------------------------
(a) In connection with any offering involving an underwriting of
shares being issued by the Corporation, the Corporation shall not be required
under Section 3 to include any of the Holders' Registrable Securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Corporation and the underwriters selected by it, and then only in
such quantity as will not, in the reasonable opinion of the underwriters,
jeopardize the success of the offering by the Corporation. If the total amount
of securities that all Holders request to be included in an underwritten
offering exceeds the amount of securities that the underwriters reasonably
believe compatible with the success of the offering, the Corporation
-4-
shall only be required to include in the offering so many of the securities of
the selling Holders as the underwriters reasonably believe will not jeopardize
the success of the offering (the securities so included to be apportioned pro
rata among the selling Holders according to the total amount of securities owned
by said selling Holders, or in such other proportions as shall mutually be
agreed to by such selling Holders), provided that in the case of an offering
involving shares being issued by the Corporation, no such reduction shall be
made with respect to any securities offered by the Corporation for its own
account, and provided further that no securities of any stockholder who is not a
Holder shall be included in such offering, other than securities of stockholders
who have initiated such registration pursuant to the exercise of contractual
rights to do so, unless all securities which the Holders have requested to be
included are included on a pro rata basis with the securities of any other
stockholders who have a contractual right to include their securities in such
offering.
(b) With respect to any underwriting of shares to be registered under
Section 2, or an underwriting of shares to be registered under Section 11, if
the Holders of a majority of the then outstanding Registrable Securities have
requested registration thereunder, such Holders shall have the right to
designate the managing underwriter or underwriters, subject to the consent of
the Corporation. In all other circumstances under such Sections and in
connection with registrations under Section 3, the Corporation shall have the
right to designate the managing underwriter or underwriters, subject to the
consent of the Holders of a majority of the Registrable Securities participating
in the underwriting. In any such case, such consent shall not be unreasonably
withheld or delayed.
9. Delay of Registration. No Holder shall have any right to take any
---------------------
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
10. Indemnification. In the event any Registrable Securities are included
---------------
in a registration statement under this Agreement:
(a) To the extent permitted by law, the Corporation will indemnify and hold
harmless each Holder requesting or joining in a registration, any underwriter
(as defined in the Act) for it, and each person, if any, who controls such
Holder or underwriter within the meaning of the Act, against any losses, claims,
damages or liabilities, joint or several, to which they may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such registration statement,
including, without limitation, any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading or arise out of any violation by the Corporation of any rule or
regulation promulgated under the Act applicable to the Corporation and relating
to action or inaction required of the Corporation in connection with any such
registration; and will reimburse each such Holder, such underwriter, or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action, provided, however, that the indemnity agreement contained
in this Section 10(a) shall not apply
-5-
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Corporation
(which consent shall not be unreasonably withheld or delayed) nor shall the
Corporation be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in connection with such registration statement, preliminary prospectus,
final prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each Holder requesting or joining
in a registration will indemnify and hold harmless the Corporation, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the Corporation within the meaning of the Act, and
any underwriter for the Corporation (within the meaning of the Act) against any
losses, claims, damages or liabilities to which the Corporation or any such
director, officer, controlling person or underwriter may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and will reimburse the Corporation or any such director,
officer, controlling person or underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld) and provided further that no Holder shall have any
liability under this Section 10(b) in excess of the net proceeds actually
received by such Holder in the relevant public offering.
(c) Promptly after receipt by an indemnified party under this Section 10 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under
this Section 10, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties. The
failure to notify an indemnifying party promptly, of the commencement of
any such action, if prejudicial to his ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party
under this Section 10, but the omission so to notify the indemnifying party
will not relieve him of any liability that he may have to any indemnified
party otherwise than under this Section 10.
-6-
11. Registrations on Form S-3.
-------------------------
(a) If (i) the Corporation shall receive a written request
(specifying that it is being made pursuant to this Section 11) from the Holder
or Holders of at least twenty-five percent (25%) of the then outstanding
Registrable Securities that the Corporation file a registration statement on
Form S-3 (or any successor form to Form S-3 regardless of its designation) for a
public offering of shares of the Registrable Securities the reasonably
anticipated aggregate price to the public of which would exceed Two Million
Dollars ($2,000,000), and (ii) the Corporation is a registrant entitled to use
Form S-3 to register such shares, then the Corporation shall use its best
efforts to cause such shares to be registered on Form S-3 (or any successor form
to Form S-3).
(b) All expenses (excluding underwriters' discounts and commissions)
incurred in connection with the first two registrations requested pursuant to
Section 11(a), including, without limitation, all registration, qualification,
printing, and accounting fees, and fees and disbursements of one special counsel
to the selling Holder or Holders and counsel to the Corporation, shall be borne
by the Corporation. All such expenses for registrations pursuant to Section
11(a) after the first two such registrations shall be borne by the Corporation,
except that the selling Holders shall pay all fees of their legal counsel, if
any, in connection therewith.
(c) Holders' rights to registration under this Section 11 are in
addition to, and not in lieu of, their rights to registration under Sections 2
and 3 of this Agreement.
12. Reports Under Securities Exchange Act of 1934. With a view to making
---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Corporation to the public without registration, the
Corporation agrees to use its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times subsequent to ninety (90) days
after the effective date of the first registration statement covering an
underwritten public offering filed by the Corporation;
(b) file with the SEC in a timely manner all reports and other
documents required of the Corporation under the Act and the Securities Exchange
Act of 1934, as amended (the "1934 Act"); and
(c) furnish to any Holder forthwith upon request a written statement
by the Corporation that it has complied with the reporting requirements of Rule
144 (at any time after ninety (90) days after the effective date of said first
registration statement filed by the Corporation), and of the Act and the 1934
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Corporation, and such
other reports and documents so filed by the Corporation as may be reasonably
requested in availing any such holder to take advantage of any rule or
regulation of the SEC permitting the selling of any such securities without
registration.
-7-
13. Limitations in Connection with Future Grants of Registration Rights.
-------------------------------------------------------------------
Without the prior written consent of the Holder or Holders of a majority of the
then outstanding Registrable Securities issued or issuable upon conversion of
the Preferred Stock, the Corporation shall not grant rights to cause the
Corporation to register any of its securities to any person or entity other than
the Additional Investors as contemplated hereunder.
14. Transfer of Registration Rights. The registration rights of any
-------------------------------
Series B Investor, Series C Investor or Investor (and of any permitted
transferee of any Series B Investor, Series C Investor or Investor or its
permitted transferees) under this Agreement with respect to any shares of
Registrable Securities may be transferred to any Affiliate of such Series B
Investor, Series C Investor or Investor or such permitted transferee, or to any
transferee who acquires (otherwise than in a registered public offering) at
least 20,000 shares of Registrable Securities held or acquired as of the date
hereof by such Series B Investor, Series C Investor or Investor; provided,
however, that the Corporation is given written notice by the Holder at the time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which the rights under this Agreement are being
assigned. For such purpose, an "Affiliate" of any Series B Investor, Series C
Investor or Investor (or any such transferee) means any general or limited
partner of such Series B Investor, Series C Investor or Investor (or transferee)
if it is a partnership, or any person or entity that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Series B Investor, Series C Investor or Investor or
transferee. In addition, for purposes of this section, in the case of any Series
B Investor, Series C Investor or Investor that is a limited partnership for
which TVM Techno Venture Management Limited Partnership, TVM Techno Venture
Management III GmbH or any of their respective Affiliates serves as a general
partner, the term "Affiliate" of any such Series B Investor, Series C Investor
or Investor shall include KBL Founder Ventures SCA, KB Lux Venture Capital
Fund -European Biotechnology and their respective Affiliates and Alpinvest
International B.V. and its Affiliates.
15. Mergers, Etc. The Corporation shall not, directly or indirectly,
------------
enter into any merger, consolidation or reorganization in which the Corporation
shall not be the surviving corporation unless the proposed surviving corporation
shall, prior to such merger, consolidation or reorganization, agree in writing
to assume the obligations of the Corporation under this Agreement, and for that
purpose references hereunder to "Registrable Securities" shall be deemed to be
references to the securities which the Holders would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided, however, that the provisions of this Agreement shall
not apply in the event of any merger, consolidation or reorganization in which
the Corporation is not the surviving corporation if the Holders of Registrable
Securities are entitled to receive in exchange therefor (i) cash, or (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the Act.
16. Stand-Off Agreement. Each Holder, if requested by the Corporation and
-------------------
the managing underwriter of an offering by the Corporation of Common Stock or
other securities of the Corporation pursuant to a registration statement under
the Act, shall agree not to sell publicly or otherwise transfer or dispose of
any Registrable Securities or other securities of the
-8-
Corporation held by such Holder for a specified period of time (not to exceed
180 days) following the effective date of such registration statement; provided,
that:
(a) such agreement shall only apply to the first registration
statement covering Common Stock to be sold on the Corporation's behalf to the
public in an underwritten offering; and
(b) all holders of five percent (5%) or more of the shares of Common
Stock then outstanding (including shares of Common Stock issuable upon the
conversion of Preferred Stock, or other convertible securities, or upon the
exercise of options, warrants or rights) and all officers and directors of the
Corporation enter into similar agreements.
17. Accession. Any Additional Investors as defined in the Purchase
---------
Agreement shall automatically become an Investor hereunder by delivering to the
Corporation a written instrument in the form of Exhibit A hereto, by which such
Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" for all purposes
of this Agreement.
18. Notices. All notices, requests, consents and other communications
-------
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by first class mail postage
prepaid (other than to non-U.S. parties) or by fax or DHL, Federal Express or
other internationally recognized courier service, addressed to such party at the
address set forth below or such other address as may hereafter be designated in
writing by the addressee to the addressor listing all parties:
1. if to the Corporation, to:
Sequenom, Inc.
00000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx X
Xxx Xxxxx, XX 00000
Attention: President
Fax: (000) 000-0000
with a copy to:
Xxxx X. Xxxxxxxxx, Esq.
Xxxxxxx, Phleger & Xxxxxxxx LLP
000 Xxxx X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
2. if to the Series B Investors, the Series C Investors or the
Investors (or their respective transferees), to their respective last known
address or their respective address, if any, appearing in the books of the
Corporation.
-9-
19. Miscellaneous.
-------------
(a) This Agreement states the entire agreement of the parties
concerning the subject matter hereof, and supersedes all prior agreements,
written or oral, between or among them concerning such subject matter.
(b) This Agreement may be amended, and compliance with any provision
of this Agreement may be omitted or waived, only by the written agreement of the
Corporation and the Holders of at least two-thirds in voting power of the then
outstanding Registrable Securities issued or issuable upon conversion of the
Preferred Stock to be bound thereby.
(c) This Agreement amends and restates the Prior Registration Rights
Agreement, which upon execution hereof shall be of no further force or effect.
(d) This Agreement shall be governed by, and construed and enforced
in accordance with, the substantive laws of the State of California, without
regard to its principles of conflicts of laws.
(e) This Agreement may be executed in any number of counterparts,
each such counterpart shall be deemed to be an original instrument, and all such
counterparts together shall constitute but one agreement. Any such counterpart
may contain one or more signature pages.
* * *
-10-
IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Registration Rights Agreement as of the date first written above.
SEQUENOM, INC.
By: /s/ illegible
------------------------------
Its President
SERIES B INVESTORS:
TVM TECHNO VENTURE
ENTERPRISES NO. II
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
------------------------------
Its: illegible
------------------------------
TVM INTERTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
------------------------------
Its: Treasurer
------------------------------
TVM ZWEITE BETEILIGUNG-US
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
------------------------------
Its: Treasurer
------------------------------
TVM EUROTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
-----------------------------
Its: Treasurer
-----------------------------
TVM TECHNO VENTURE INVESTORS NO. I
LIMITED PARTNERSHIP
By: /s/ illegible
-----------------------------
General Partner
KBL FOUNDER VENTURES SCA
By: /s/ illegible /s/ illegible
-----------------------------
Its: Director Director
-----------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
ALPINVEST INTERNATIONAL B.V.
By: /s/ illegible /s/ illegible
-------------------------------
Its: illegible illegible
-------------------------------
BOSTON UNIVERSITY NOMINEE
PARTNERSHIP
By:
---------------------------------
General Partner
------------------------------------
Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxx
/s/ illegible
------------------------------------
Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
------------------------------------
Xxxxx X. Xxxxx
------------------------------------
Hannemarie Xxxxx
/s/ illegible
------------------------------------
Xxxxxx Xxxxxx
/s/ illegible
------------------------------------
Xxxxx-Xxxxxx Xxxxxx
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SVE STAR VENTURES
ENTERPRISES NO. III GbR,
A GERMAN CIVIL LAW
PARTNERSHIP (with limitation of
liability)
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
------------------------------
Managing Partner
SVE STAR VENTURES
ENTERPRISES NO. IIIa GbR,
A GERMAN CIVIL LAW
PARTNERSHIP (with limitation of
liability)
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
------------------------------
Managing Partner
SVE STAR VENTURES
MANAGEMENTGESELLSCHAFT MBH
Nr. 3 & CO. BETEILIGUNGS KG
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
------------------------------
Managing Partner
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SERIES C INVESTORS:
TVM TECHNO VENTURE
ENTERPRISES NO. II
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By: /s/ illegible
------------------------------
Its: Treasurer
------------------------------
TVM INTERTECH
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By: /s/ illegible
------------------------------
Its: Treasurer
------------------------------
TVM ZWEITE BETEILIGUNG-US
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By: /s/ illegible
------------------------------
Its: Treasurer
------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
TVM EUROTECH
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By: /s/ illegible
-------------
Its: General Partner
---------------
TVM TECHNO VENTURE INVESTORS NO. I
LIMITED PARTNERSHIP
By:
---------------------------------
General Partner
KBL FOUNDER VENTURES SCA
By: /s/ illegible /s/ illegible
------------------------------
Its: Director Director
-------------------------------
ALPINVEST INTERNATIONAL B.V.
By:
---------------------------------
Its:
--------------------------------
/s/ illegible
------------------------------------
Xxxxxxx Xxxxxxxx
/s/ illegible
------------------------------------
Xxxxxxx Xxxxxxxx as Trustee
------------------------------------
Xxxxx X. Xxxxx
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
-----------------------------------------------
Hannemarie Xxxxx
GLS LP INVESTMENT III LIMITED
By: /s/ illegible
------------------------------------------
Its: Director
------------------------------------------
KLEINWORT XXXXXX LIMITED
By: /s/ illegible
------------------------------------------
Its: Director
------------------------------------------
LOMBARD ODIER & CIE
By: /s/ illegible /s/ illegible
------------------------------------------
Is: Assistant Vice President Vice President
------------------------------------------
MERIFIN CAPITAL N.V.
By:
-----------------------------------------------
Its:
-----------------------------------------------
S.R. ONE, LIMITED
By: /s/ illegible
------------------------------------------
Its: Vice President
------------------------------------------
SVM Star Ventures Managementgesellschaft
mbH Nr. 3 & Co. Beteiligungs KG
By: SVM Star Ventures Managementgesellchaft mbH Nr. 3
By: /s/ illegible
-----------------------------------------------
Its:
-----------------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SVE STAR VENTURES ENTERPRISES
NO. IIIA, a German Civil Law Partnership (with
limitation of liability)
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
-----------------------------------------
Its:
-----------------------------------------
SVE STAR VENTURES ENTERPRISES
NO. III, a German Civil Law Partnership (with
limitation of liability)
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
-----------------------------------------
Its:
-----------------------------------------
TBG-TECHNOLOGIE-
BETEILIGUNGSGESELLSCHAFT MBH
DER DEUTSCHEN AUSGLEICHSBANK
By: /s/ illegible /s/ illegible
-----------------------------------------
Its: General Manager Authorized Representative
-----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
illegible
---------------------------------------
(print name)
By: /s/ illegible
------------------------------------
Title: Director
--------------------------------
Address:
-----------------------------
--------------------------------------
--------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM TECHNO VENTURE ENTERPRISES NO.
II LIMITED PARTNERSHIP
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible
---------------------------------------
Title: Treasurer
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM EUROTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible
---------------------------------------
Title: Treasurer
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM ZWEITE BETELIGUNG-US LIMITED
PARTNERSHIP
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible
---------------------------------------
Title: Treasurer
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM TECHNO VENTURE INVESTORS NO. I
LIMITED PARTNERSHIP
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible
---------------------------------------
Title: General Partner
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM INTERTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible
---------------------------------------
Title: General Partner
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
TVM MEDICAL VENTURES
By: TVM Techno Venture Management Limited
Partnership, its General Partner
By: TVM Management, LLC its General Partner
By: /s/ illegible /s/ illegible
---------------------------------------
Title: Managing Partner CFO
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
Prof. Xx.xxx. Dr.rer.nat
Xxxxx-Xxxxxx Xxxxxx
-------------------------------------------
(print name)
By: /s/ illegible
---------------------------------------
Title:
------------------------------------
Address:
----------------------------------
-------------------------------------------
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
Alpinvest International B.V.
------------------------------------
(print name)
By: /s/ illegible
--------------------------------
Title:
-----------------------------
Address: Gooimeer 3, P.O. Box 5073
---------------------------
1410 AB Naarden
---------------------------
The Netherlands
---------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
KREDIETBENK S.A. LUXEMBOURCEOIE AS NOMINEE FOR KB
LUX VENTURE CAPITAL FUND (illegible)
By: /s/ illegible
----------------------------------
Title: Manager
------------------------------
Address: 00 Xxxxxxxxx Xxxxx
-----------------------------
X-0000 Xxxxxxxxxx
-----------------------------
-----------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
KBL FOUNDER VENTURES SCA
By: /s/ illegible /s/ illegible
-------------------------------------
Title: Director Director
---------------------------------
Address: 00 Xxxxxxxxx Xxxxx
--------------------------------
X-0000 Xxxxxxxxxx
--------------------------------
--------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
S.R. ONE, LIMITED
------------------------------------------
(print name)
By: /s/ illegible
--------------------------------------
Title: Vice President
-----------------------------------
Address: Xxxx Xxxxx Xxxxxx - Xxxxx 000
---------------------------------
000 Xxxx Xxxxxx Xxxxx
---------------------------------
West Conshohocken
---------------------------------
PA 19428
---------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
----------------------------------------------
(print name)
By: /s/ illegible
------------------------------------------
Title:
---------------------------------------
Address:
-------------------------------------
----------------------------------------------
----------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
HASPA BETEILIGUNGSGESELLSCHAFT FUER DEN
MITTELSTAND Mbh
Xxxxx Xxxxxxx Xx. Xxxxxxx Xxxxxxxxx
---------------------------------------------
By: /s/ illegible /s/ illegible
-----------------------------------------
Title: Managing Director Managing Director
--------------------------------------
Address: 00000 Xxxxxxx
------------------------------------
Germany
---------------------------------------------
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
XXXX HORNNAESS
----------------------------------------
(print name)
By: /s/ Xxxx Hornnaess
------------------------------------
Title: Retired
--------------------------------
Address: Xxxxxxxxxxx 00
-------------------------------
65191 Wesbaden
----------------------------------------
Germany
----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
X. XXXXXXXX
-------------------------------------------
(print name)
By: /s/ illegible
---------------------------------------
Title: Man. Director
-----------------------------------
Address: Martelsgraren 2
----------------------------------
D - 82327 Tutzing
----------------------------------
----------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
RESIDENTIE PARTICIPATIES
--------------------------------------------
(print name)
By: /s/ X. Xxxxxxxx
----------------------------------------
Title: Managing Director
-------------------------------------
Address: illegible
-----------------------------------
--------------------------------------------
--------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
GLS LP INVESTMENT III LIMITED
-------------------------------------------
(print name)
By: /s/ illegible
---------------------------------------
Title: Director
------------------------------------
Address: Xxxxxxxx House
----------------------------------
St. Julian's Avenue
-------------------------------------------
Xx. Xxxxx'x Xxxx Xxxxxxxx
-------------------------------------------
XX0 0XX
-------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
SEQUENOM, INC.
Registration Rights Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of December 21, 1998, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 21st day of December, 1998.
DB UK FINANCE PLC
---------------------------------------------
(print name)
By: /s/ illegible
-----------------------------------------
Title: Director
--------------------------------------
By: /s/ illegible
-----------------------------------------
Title: Director
--------------------------------------
Address: 0 Xxxxxxxxxxx
------------------------------------
Xxxxxx XX0X 0XX
---------------------------------------------
UK
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 13th day of January, 1999.
ALAFI CAPITAL CO.
-----------------
(print name)
By: /s/ illegible
-------------
Title: General Partner
-----------------
Address: P. O. Xxx 0000
--------------
Xxxxxxx, XX 00000
-----------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 19th day of January, 1999.
XXXXXXX X. XXXXX
ASSISTANT TREASURER
BOSTON UNIVERSITY
-----------------
(print name) Trustee of Boston University
By: /s/ illegible
-------------
Title: Assistant Treasurer
-------------------
Address: c/o Community Technology Fund
-----------------------------
000 Xxx Xxxxx Xxxx
------------------
Xxxxxx, XX 00000
----------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 22nd day of February, 1999.
XXXXX X. XXXXXXX
----------------
(print name)
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Title: Chairman of the Board
---------------------
Address: 00000 Xxxxxxxx Xxxxxx Xxxx
--------------------------
Xxx Xxxxx, XX 00000
-------------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 19th day of February, 1999.
E. Xxxxx Xxxxxx
---------------
(print name)
By: /s/ E. Xxxxx Xxxxxx
-------------------
Title: Vice Chairman
-------------
Address: 00000 Xxxxxxxx Xxxxxx Xxxx
--------------------------
Xxx Xxxxx, XX 00000
-------------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this ____ day of ____________, 1999.
Xxxxxxx X. X. Xxxx
------------------
(print name)
By: /s/ illegible
-------------
Title: CIO at Value Management Research AG
-----------------------------------
Address:
--------------------------
--------------------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 22nd day of February, 1999.
/s/ Koh Soo Boon
----------------
(print name)
Vertex Technology Fund Ltd.
By: Koh Soo Boon
------------
Title: Senior Vice President/Deputy General
-------------------------------------
Manager
-------
Address: x/x 00 Xxxxxxx Xxxx Xxxxx, #00-00
---------------------------------
Xxxxxxx XXX, Xxxxxxxxx Science Park,
------------------------------------
Xxxxxxxxx 000000
----------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 28th day of February, 1999.
DB UK FINANCE PLC
-----------------
(print name)
By: /s/ illegible /s/ illegible
------------- -------------
Title: Director Director
-------- --------
Address: 6 Xxxxxxxxxxx
-------------
Xxxxxx, XX0X 0XX
----------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this ____ day of ____________, 1999.
XXXXXXX XXXXXX
--------------
(print name)
By: /s/ Xxxxxxx Xxxxxx
------------------
Title:
-----------------
Address:
--------------------
--------------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this ____ day of ____________, 1999.
XXXXXXXX
--------
(print name)
By: /s/ Xxxxxxxx
------------
Title:
-------------
Address: Martelsgraben 2
---------------
82327 Tutzing
-------------
EXHIBIT A
---------
SEQUENOM, INC.
Registration Rights Agreement
Additional Investor Signature Page
----------------------------------
By executing this page in the space provided, the undersigned hereby
agrees (i) that it is an "Additional Investor" as defined in the Series D
Convertible Preferred Stock Purchase Agreement dated as of December 21, 1998 and
an "Investor" as defined in the Registration Rights Agreement dated as of
December 21, 1998, each by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.
EXECUTED this 29th day of March, 1999.
NOMURA INTERNATIONAL PLC
------------------------
(print name)
By: /s/ illegible
-------------
Title: Managing Director
-----------------
Address: 1 st Martins Le Grand
---------------------
London
------
ECIA 4NP
--------
