EXHIBIT 6
MANAGEMENT RIGHTS AGREEMENT
June __, 2006
Sequenom, Inc., a Delaware corporation (together with its subsidiaries,
the "COMPANY"), hereby acknowledges and agrees that Pequot Private Equity Fund
IV, L.P., a Delaware limited partnership (together with its successors,
"PEQUOT") as owners of an equity interest in the Company acquired pursuant to
that certain Amended and Restated Securities Purchase Agreement dated as of
March 30, 2006 by and among the Company, Pequot and the other purchasers named
therein (the "PURCHASE AGREEMENT"), directly has the right to exercise on its
behalf the management rights associated with such equity interest (the "RIGHTS")
for so long as it is the owner of such equity interest in the Company. The
Company further agrees that Pequot has the following additional management
rights so long as it is the owner of such equity interest in the Company:
(a) upon a reasonable request of Pequot and in accordance with the
Purchase Agreement, the Company will provide the same information as
is provided to members of the board of directors of the Company,
except to the extent that the delivery of such information
would breach the Company's attorney-client privilege;
(b) upon a reasonable request of Pequot and at reasonable times during
normal business hours, to receive income statements, balance sheets,
budgets, business plans and other financial information and to inspect
books and records of the Company; and
(c) upon a reasonable request and at reasonable times during normal
business hours, to meet and consult with management in respect of
the business of the Company.
The above-mentioned rights are intended to satisfy the requirement of management
rights for purposes of qualifying Pequot's ownership of an interest in the
Company as a venture capital investment for purposes of the United States
Department of Labor's "plan asset" regulations, 29 C.F.R. Section 2510.3-101.
The Company hereby acknowledges and agrees that the foregoing management rights
have been and are effective as of the date of Pequot's investment in the
Company. The obligations of the Company hereunder are not assignable or
transferable by Pequot without the prior written consent of the Company.
Any information required or permitted to be provided hereunder by the
Company to Pequot shall be in writing and delivered (i) in person, (ii) by a
nationally recognized overnight courier service requiring acknowledgment of
receipt of delivery, (iii) by United States certified mail, postage prepaid and
return receipt requested, or (iv) by facsimile, to:
PEQUOT PRIVATE EQUITY FUND IV, L.P.
Attn: Xxxxx Xxxxx, Xxxxxx Xxxxxxxxx
c/o Pequot Capital Management, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax :
IN WITNESS WHEREOF, the undersigned has executed this agreement as of
the date first written above.
SEQUENOM, INC.
By: /s/ Xxxxx Xxxxxx
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Name: XXXXX XXXXXX
Title: President and CEO
SIGNATURE PAGE TO
MANAGEMENT RIGHTS AGREEMENT
PEQUOT PARTNERS VI(GP), L.P.
