EXHIBIT 10.8
AMENDED AND RESTATED
AMENDMENT AGREEMENT
This Amended and Restated Amendment Agreement (this "Amended Amendment
Agreement") is made as of the 1st day of March, 1999 by and among Sequenom,
Inc., a Delaware corporation (the "Corporation"), and the parties to that
certain Series D Convertible Preferred Stock Purchase Agreement dated as of
December 21, 1998 (the "Stock Purchase Agreement"), including any parties
becoming parties to the Stock Purchase Agreement after such date. Capitalized
terms used but not defined herein shall have the meanings given them in the
Stock Purchase Agreement.
WHEREAS, the Initial Closing under the Stock Purchase Agreement
occurred on December 21, 1998, at which time Sequenom sold to certain parties
hereto an aggregate of 3,843,700 shares of its Series D Convertible Preferred
Stock, $.001 par value per share ("Series D Preferred Stock"); and
WHEREAS, an Additional Closing under the Stock Purchase Agreement
occurred on February 28, 1999, at which time the Corporation sold to certain
parties hereto an aggregate of 899,995 shares of its Series D Preferred Stock;
and
WHEREAS, additional parties desire to hold another Additional Closing
under the Stock Purchase Agreement; and
WHEREAS, in connection with such Additional Closing, the parties
desire to amend the Stock Purchase Agreement in certain respects as set forth
below; and
WHEREAS, under the terms of the Stock Purchase Agreement the parties
executing this Amended Amendment Agreement acting together have the power to
amend the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereby agree as follows:
1. Stock Purchase Agreement. The Stock Purchase Agreement is hereby
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amended as follows:
(a) Section 2.2 of the Stock Purchase Agreement is hereby amended
by deleting the first sentence thereof and replacing such sentence with the
following sentence:
"Subject to the terms and conditions of this Agreement, from time
to time after the Initial Closing, but on or before March 31,
1999, the Corporation agrees to issue and sell to one or more
Additional Investors who enter into this Agreement by executing
one or more counterparts hereof up to an aggregate number of
shares of Series D Preferred equal to 6,153,850 minus the number
of Initial Shares (the "Additional Shares")."
(b) Section 3.2 of the Stock Purchase Agreement is hereby amended
by deleting the first sentence thereof and replacing such sentence with the
following sentence:
"The closings of the sale and purchase of the Additional Shares
under this Agreement (the "Additional Closings") shall take place
at such time, date and place as are mutually agreeable to the
Corporation and any Additional Investor, but such Additional
Closings, if any, shall take place on or before March 31, 1999."
2. Governing Law. This Amended Amendment Agreement shall be governed
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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.
3. Entire Agreement. This Amended Amendment Agreement constitutes
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the sole and entire agreement of the parties with respect to the amendment of
the Stock Purchase Agreement and supersedes all prior negotiations, commitments,
agreements and understandings among them with respect thereto.
4. Counterparts. This Amended Amendment Agreement may be executed in
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two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
5. Titles and Subtitles. The titles and subtitles used in this
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Amended Amendment Agreement are for convenience only and are not to be
considered in construing or interpreting any provision of this Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Amended
Amendment Agreement as of the day and year first above written.
SEQUENOM, INC.
By: /s/ Xxxxxx Xxxxxx
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Its President
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
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Its: Treasurer
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TVM INTERTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
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Its: Treasurer
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[SIGNATURE PAGE TO AMENDMENT AGREEMENT]
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
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Its: Treasurer
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TVM EUROTECH LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its General Partner
By: TVM Management LLC
its General Partner
By: /s/ illegible
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Its: Treasurer
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TVM TECHNO VENTURE INVESTORS NO. 1 LIMITED
PARTNERSHIP
By: /s/ illegible
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General Partner
TVM MEDICAL VENTURES
By: /s/ illegible /s/ illegible
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Its: CFO
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[SIGNATURE PAGE TO AMENDMENT AGREEMENT]
ALPINVEST INTERNATIONAL B.V.
By: /s/ illegible /s/ illegible
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Its: authorized signatories
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DB UK FINANCE PLC
By: /s/ illegible
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Its: Director
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By: /s/ illegible
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Its: Director
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HASPA BANK
By:
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Its:
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KLEINWORT XXXXXX LTD
By: /s/ illegible
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Its: authorized signatory
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RESIDENTIE PARTICIPATIES IV C.V.
By: Life Science Partners BV
Its: Managing Director
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By: /s/ illegible
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Its:
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[SIGNATURE PAGE TO AMENDMENT AGREEMENT]
ALAFI CAPITAL CO.
By: /s/ illegible
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Its: General Partner
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VALUE MANAGEMENT & RESEARCH AG
By: /s/ Xxxxx Xxxxxx
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Its: Vorstand
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VERTEX TECHNOLOGY FUND LTD
By: /s/ illegible
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Its: authorized signatory
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[SIGNATURE PAGE TO AMENDMENT AGREEMENT]
S.R. ONE, LIMITED
By: Xxxxxxx X. Xxxxxxxx, Ph.D.
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Its: Vice President
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GLS LP INVESTMENTS III LIMITED
By:
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Its:
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
[SIGNATURE PAGE TO AMENDMENT AGREEMENT]
