EXHIBIT 10.7
AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT
This Amended and Restated Stock Restriction Agreement (this "Agreement") is
entered into as of December 21, 1998 by and among Sequenom, Inc., a Delaware
corporation (the "Corporation"); Xxxxxx Xxxxxx ("Xxxxxx"), Xxxx X. Xxxxxxxxx
("Xxxxxxxxx") and Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx," and together with Xxxxxx and
Xxxxxxxxx, the "Founders"); 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 ("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 being hereinafter referred to as the "Series D
Investors", and, together with the Series B Investors and the Series C
Investors, the "Investors").
W I T N E S S E T H T H A T
WHEREAS, the Series D Investors wish to purchase from the Corporation
certain shares of Series D Preferred Stock;
WHEREAS, the Series D Investors' purchase of such Series D Preferred Stock
would materially benefit the Founders, the Series B Investors and the Series C
Investors as holders of certain shares of the Corporation's capital stock and
rights to acquire such capital stock;
WHEREAS, it is a condition to the obligations of the Series D Investors
under the Purchase Agreement that this Agreement be executed by the Corporation,
the Founders, the Series B Investors and the Series C Investors, and the
Corporation, the Founders, the Series B Investors and the Series C Investors are
willing to execute this Agreement and to be bound by the provisions hereof;
NOW, THEREFORE, in consideration of the foregoing, the agreements set forth
below, and the parties' desire to provide for continuity of ownership of the
Corporation to further the interests of the Corporation and its present and
future stockholders, the parties hereby agree with each other as follows:
1. Certain Defined Terms. As used in this Agreement, the following terms
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shall have the following respective meanings:
(a) "Common Stock" means the Corporation's Common Stock, $.001 par
value per share.
(b) "Convertible Securities" means any evidences of indebtedness,
shares of capital stock or other securities directly or indirectly convertible
into or exchangeable for Common Stock.
(c) "Options" means any rights, options, or warrants to subscribe for,
purchase or otherwise acquire Common Stock or Convertible Securities.
(d) "Series A Preferred Stock" means the Corporation's Series A
Convertible Preferred Stock, $.001 par value per share.
(e) "Shares" shall mean and include all shares of Stock now owned or
hereafter acquired by any Founder or any Investor.
(f) "Stock" shall mean and include all shares of Common Stock, all
Convertible Securities, all Options, and all other securities of the Corporation
which may be issued in exchange for or in respect of shares of Common Stock,
Convertible Securities or Options (whether by way of stock split, stock
dividend, combination of shares, reclassification, recapitalization,
reorganization, or any other means).
2. Prohibited Transfers. None of the Investors or Founders shall sell or
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otherwise transfer, by gift or otherwise, all or any part of his Shares except
in compliance with the terms of this Agreement.
3. Offer of Sale; Notice of Proposed Sale or Transfer. If any Founder
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desires to sell or otherwise transfer any of his Shares, or of any interest
therein, whether voluntarily or by operation of law, in any transaction other
than pursuant to clauses (iii) or (iv) of Section 7(a) of this Agreement, such
Founder (the "Selling Founder") shall first deliver written notice of his desire
to do so (the "Selling Founder's Notice") to the Corporation and each of the
other Investors. If any Investor desires to sell or otherwise transfer an
aggregate of 50,000 or more Shares in one transaction or multiple transactions,
or of any interest therein, whether voluntarily or by operation of law, other
than in connection with any transaction described in Section 8(c) of this
Agreement, such Investor (the "Selling Investor") shall first deliver written
notice of his desire to do so (the "Selling Investor's Notice") to the
Corporation. The Selling Founder's Notice and the Selling Investor's Notice
must specify: (i) the name and address of the party to which the Selling
Investor or Selling Founder proposes to sell or otherwise transfer the Shares or
an interest in the Shares (the "Proposed Transferee"), (ii) the number of Shares
the Selling Investor or Selling Founder proposes to sell or otherwise transfer
(the "Offered Shares"), (iii) the consideration per Share to be delivered to the
Selling Investor or Selling Founder for the proposed sale or transfer, and (iv)
all other material terms and conditions of the proposed transaction, which must
be bona fide.
4. Corporation's Option to Purchase Shares of Selling Founder.
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(a) Except as set forth in Section 7(a), the Corporation shall have
the first option to purchase all or any part of the Offered Shares for the
consideration per Share and on the terms and conditions specified in the Selling
Founder's Notice. The Corporation must exercise such option, no later than
fifteen (15) business days after such Selling Founder's Notice is deemed to have
been delivered to it, by written notice to the Selling Founder.
(b) In the event the Corporation does not exercise its option within
such fifteen-business-day period with respect to all of the Offered Shares, the
Chief Financial Officer of the Corporation shall, by the last day of such
period, give written notice of that fact to the
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Investors (the "Investor Notice"). The Investor Notice shall specify the number
of Offered Shares the Corporation has elected not to purchase (the "Remaining
Shares").
(c) In the event the Corporation duly exercises its option to purchase
all or a portion of the Offered Shares, the closing of such purchase shall take
place at the offices of the Corporation on the later of (i) the date five
business days after the expiration of such fifteen-business-day period or (ii)
the date that the Investors consummate their purchase of Offered Shares under
Section 5(c) hereof.
(d) To the extent that the consideration proposed to be paid by the
Proposed Transferee for the Offered Shares consists of property other than cash
or a promissory note, the consideration required to be paid by the Corporation
and/or the Investors exercising their options under Sections 4 and 5 hereof,
respectively, may consist of cash equal to the value of such property, as
determined in good faith by agreement of the Selling Founder and the Corporation
and/or the Investors acquiring such Offered Shares.
5. Investors' Option to Purchase and Right to Participate in Sales by
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Founders.
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(a) Except as set forth in Section 7(a), each Investor shall have an
option, exercisable for a period of fifteen (15) business days from the date of
delivery of the Investor Notice, to purchase, on a pro rata basis, its
Proportionate Percentage (as defined below) of the Remaining Shares, for the
consideration per Share and on the terms and conditions set forth in the Selling
Founder's Notice. Such option shall be exercised by delivery of written notice
to the Chief Financial Officer of the Corporation. Alternatively, each Investor
may, within the same fifteen-business-day period, notify the Chief Financial
Officer of the Corporation of its desire to participate in the sale of Shares
and to sell, on the terms as set forth in the Selling Founder's Notice including
at the same price per Share on a common equivalent basis, up to an equivalent
proportion of the Series B Preferred Stock, Series C Preferred Stock and Series
D Preferred Stock owned by such Investor as the proposed sale of the Remaining
Shares represents with respect to the Shares then owned by the Selling Founder.
(b) In the event options to purchase have been exercised by the
Investors with respect to some but not all of the Remaining Shares, the Chief
Financial Officer of the Corporation shall promptly give written notice of that
fact to those Investors who have exercised their options within such period (the
"Second Investor Notice"). The Second Investor Notice shall specify the number
of Remaining Shares the Investors have not elected to purchase (the "Additional
Remaining Shares"). The Investors who have exercised their options within the
fifteen-business-day period specified in Section 5(a) shall have an additional
option, for a period of ten (10) business days after delivery of the Second
Investor Notice, to purchase all or any part of the Additional Remaining Shares
on the terms and conditions set forth in the Selling Founder's Notice, which
option shall be exercised by the delivery of written notice to the Chief
Financial Officer of the Corporation. In the event that there are two or more
such Investors that choose to exercise the last-mentioned option for a total
number of Additional Remaining Shares in excess of the number available, the
Additional Remaining Shares available for each such Investor's option shall be
allocated to such Investors pro rata based on that percentage calculated by
dividing (i) the number of Remaining Shares each such Investor elected to
purchase in response to the Investor Notice by (ii) the aggregate number of
Remaining Shares elected to be
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purchased (in response to the Investor Notice) by all such Investors, and only
those Investors, electing to purchase any portion of the Additional Remaining
Shares (in response to the Second Investor Notice), provided, however, that if
the number of Additional Remaining Shares so calculated for any such Investor
exceeds the number of the Additional Remaining Shares such Investor has elected
to purchase, then that Investor shall receive the number of Additional Remaining
Shares such Investor has elected to purchase, and the excess Additional
Remaining Shares shall be reallocated on an equitable basis (as determined by
the Board of Directors of the Corporation) among the remaining Investors
electing to purchase any of the Additional Remaining Shares.
(c) Promptly after the expiration of the last period for exercise of
an Investor's purchase option, the Chief Financial Officer of the Corporation
shall give written notice to the Selling Founder and the purchasing Investors,
specifying the number of Remaining Shares to be purchased by each purchasing
Investor. The closing of the purchase of the Remaining Shares shall take place
at the offices of the Corporation no later than five (5) business days after
delivery of such notice to the Selling Founder and the purchasing Investors.
(d) As used in this Section 5, the term "Proportionate Percentage"
shall mean with respect to each Investor a fraction, the numerator of which
shall be the amount of Series B Preferred Stock, Series C Preferred Stock and
Series D Preferred Stock owned by such Investor, and the denominator of which
shall be the total amount of Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock owned by all Investors, in each case on a common
equivalent basis.
6. Co-Sale.
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(a) If the Corporation and the Investors do not exercise their options
to purchase all of the Offered Shares within the periods described in this
Agreement (the "Option Period"), then each Investor which has, pursuant to
Section 5(a), expressed a desire to sell shares of Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock in the transaction (a
"Participating Investor") shall be entitled to do so pursuant to this Section.
The Chief Financial Officer of the Corporation shall promptly, on expiration of
the Option Period, notify the Selling Founder of the aggregate amount of Series
B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the
Participating Investors wish to sell. The Selling Founder shall use his best
efforts to interest the Proposed Transferee in purchasing, in addition to the
Remaining Shares not subscribed for by the Investors, the Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock the Participating
Investors wish to sell. If the Proposed Transferee does not wish to purchase
all of the Stock so made available by the Selling Founder and the Participating
Investors, then each Participating Investor and the Selling Founder shall be
entitled to sell, on the terms and conditions set forth in the Selling Founder's
Notice and on the same price per share on a common equivalent basis, a portion
of the Stock being sold to the Proposed Transferee, in the same proportion as
such Selling Founder or Participating Investor's ownership of Stock on a common
equivalent basis bears to the aggregate amount of Stock owned by the Selling
Founder and the Participating Investors on a common equivalent basis. The
transaction contemplated by the Selling Founder's Notice shall be consummated
not later than 60 days after the expiration of the Option Period.
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(b) If the Participating Investors do not elect to sell the full
amount of Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock which they are entitled to sell pursuant to Section 6(a), the
Selling Founder shall be entitled to sell to the Proposed Transferee, according
to the terms set forth in the Selling Founder's Notice, that number of his
Shares which equals the difference between the amount of Stock desired to be
purchased by the Proposed Transferee and the number of shares of Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock the
Participating Investors wish to sell, in each case on a common equivalent basis.
(c) If the Selling Founder wishes to sell or otherwise transfer any of
his Shares at a price per Share which differs from that set forth in the Selling
Founder's Notice, upon terms different from those previously offered to the
Corporation and the Investors, or more than 60 days after the expiration of the
Option Period, then, as a condition precedent to such transaction, such Shares
must first be offered to the Corporation and the Investors on the same terms and
conditions as given the Proposed Transferee, and the Investors must first be
offered the opportunity to participate in such transaction, in accordance with
the procedures and time periods set forth above.
7. Permitted Transfers.
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(a) Subject to the provisions of Section 7(b) and Section 8, the
Corporation's and the Investors' right of first refusal and the Investors' right
of co-sale described in Sections 4 through 6 shall not apply to: (i) any
transfer of Shares by a Founder by gift or bequest or through inheritance to, or
for the benefit of, any member or members of such Founder's immediate family;
(ii) any transfer of Shares by a Founder to a trust (A) in respect of which such
Founder serves as trustee, provided that the trust instrument governing such
trust shall provide that such Founder, as trustee, shall retain sole and
exclusive control over the voting and disposition of such Shares until the
termination of this Agreement or (B) for the benefit solely of any member or
members of such Founder's immediate family; (iii) any sale or transfer of Shares
to the Corporation; (iv) any underwritten public offering of Common Stock
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"); and (v) with respect to sales or other
transfers of up to an aggregate of the following number of Shares (as adjusted
to reflect any stock split, stock dividend, combination of shares or other
similar transaction), but subject in any case to the restrictions set forth in
Section 8: (A) in the case of each of Xxxxxx and Xxxxxxxxx, 130,000 Shares; and
(B) in the case of Xxxxxxxxx, 50,000 Shares;
(b) In the event of any sale or transfer described in clauses (i) or
(ii) of Section 7(a), the transferee of the Shares shall hold the Shares so
acquired subject to all the restrictions imposed by this Agreement and shall be
deemed a Founder for all purposes hereof, and as a condition to such transfer,
any such transferee shall, at the request of the Corporation or any Investor,
execute and deliver a written instrument agreeing to be bound by the provisions
of this Agreement.
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8. Consent of the Corporation to Transfer.
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(a) As a condition to selling or otherwise transferring any Shares
proposed to be sold or transferred by a Selling Founder and any Participating
Investor to any Proposed Transferee, other than a sale or transfer described in
clause (iii) or (iv) of Section 7(a), the Selling Founder or Participating
Investor shall have obtained the written consent to such transfer by the Board
of Directors of the Corporation by majority vote at a meeting or by unanimous
consent in lieu of a meeting. Such consent shall not be unreasonably withheld,
and shall be based on the Board of Directors' determination, after such inquiry
as it deems appropriate, but within thirty days of the date of the Selling
Founder's Notice to the Corporation under Section 3, that the Proposed
Transferee is not a competitor of the Corporation and is not otherwise an
inappropriate investor in the Corporation. In the event the Selling Founder
disagrees with such determination, and the Board of Directors and the Selling
Founder are unable to resolve the disagreement, an independent third party
selected and agreed upon by the Board of Directors and the Selling Founder shall
arbitrate and finally resolve the disagreement.
(b) As a condition to selling or otherwise transferring 50,000 or more
Shares proposed to be sold or transferred by a Selling Investor to any Proposed
Transferee, the Selling Investor shall have obtained the consent, by majority
vote at a meeting or by unanimous written consent in lieu of a meeting, of the
Board of Directors of the Corporation. Such consent shall not be unreasonably
withheld, and shall be based on the Board of Directors' determination, after
such inquiry as it deems appropriate, but within ten (10) business days of the
date of the Selling Investor' s Notice to the Corporation under Section 3, that
the Proposed Transferee is not a competitor of the Corporation. In the event
the Selling Investor disagrees with such determination, and the Board of
Directors and the Selling Investor are unable to resolve the disagreement, an
independent third party selected and agreed upon by the Board of Directors and
the Selling Investor shall arbitrate and finally resolve the disagreement.
(c) Notwithstanding the foregoing, Section 8(b) shall not apply to any
Investor's sale or transfer of Shares to any Affiliate of such Investor. For
such purpose, an "Affiliate" of any Investor means any general or limited
partner of such Investor if it is a partnership, or any person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Investor. In addition, for such purpose,
in the case of any 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 general partner, the term
"Affiliate" 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.
9. Corporation's Option to Purchase Shares of Selling Investor.
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(a) If the Board of Directors determines that the Proposed Transferee
of a Selling Investor is a competitor of the Corporation, the Corporation shall
have the option to purchase all, but not less than all, of the Offered Shares
for the consideration per Share and on the terms and conditions specified in the
Selling Investor's Notice. The Corporation must exercise such option, no later
than ten (10) business days after such Selling Investor's Notice is deemed to
have been delivered to it, by written notice to the Selling Investor.
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(b) In the event the Corporation does not exercise its option within
such ten-business-day period with respect to all of the Offered Shares, the
Selling Investor shall be entitled to sell to the Proposed Transferee, according
to the terms set forth in the Selling Investor's Notice, the Offered Shares.
(c) In the event the Corporation duly exercises its option to purchase
all of the Offered Shares, the closing of such purchase shall take place at the
offices of the Corporation no later than ten (10) business days after the notice
by the Corporation to exercise its option is deemed to have been delivered to
the Selling Investor.
(d) To the extent that the consideration proposed to be paid by the
Proposed Transferee for the Offered Shares consists of property other than cash
or a promissory note, the consideration required to be paid by the Corporation
exercising its option under this Section 9, may consist of cash equal to the
value of such property, as determined in good faith by agreement of the Selling
Investor and the Corporation.
10. Lock-up. Each Founder agrees that upon the request of the Corporation
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or the underwriters managing an underwritten offering of the Corporation's
securities, such Founder will not sell, make any short sale or loan of, grant
any option for the purchase of, or otherwise dispose of any Shares held by him
without the prior written consent of the Corporation or such underwriters, as
the case may be, for a period of up to 180 days from effective date of the
applicable registration statement.
11. Sale or Transfer in Violation of this Agreement. If any sale or other
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transfer of Shares is made or attempted in violation of any provision of this
Agreement, or if any Shares are not offered to the Corporation or the Investors
as required hereby, the Corporation and the Investors, as the case may be, shall
have the right to purchase such Shares from the owner thereof or his transferee
at any time before or after the transfer, as herein provided. In addition to
any other legal or equitable remedies which it or they may have, the Corporation
and the Investors may enforce their respective rights hereunder by actions for
specific performance (to the extent permitted by law). The Corporation shall
not be required (i) to transfer on its books any Shares or other Stock which has
been sold or transferred in violation of any provision of this Agreement or (ii)
to treat as the owner of such Shares or Stock, or to pay dividends to, any
transferee to whom any such Shares or Stock have been so sold or transferred.
If a Founder becomes obligated to sell any Shares to the Corporation under this
Agreement and fails to deliver such Shares in accordance with the terms of this
Agreement, the Corporation may, at its option, in addition to all other remedies
it may have, send to such Founder the purchase price for such Shares as is
herein specified and cancel on its books the certificate or certificates
representing the Shares to be sold. Thereafter, all of the Founder's rights in
and to such Shares shall terminate.
12. Disposition of Shares. Any Shares that the Corporation elects to
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purchase hereunder may be disposed of by it in such manner as it deems
appropriate with or without restrictions on the transfer thereof, and the
Corporation may require their transfer to a nominee or designee as part of any
purchase of the Shares from the Founders.
13. Restrictive Legend. All certificates representing Shares held by the
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Founders or Investors which are subject to this Agreement shall have affixed
thereto a legend in substantially
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the following form, in addition to any other legends that may be required by the
Corporation in connection with compliance with federal or state securities laws
or otherwise:
"The shares of stock represented by this certificate are subject to restrictions
on transfer and/or an option to purchase set forth in a Stock Restriction
Agreement between the Corporation and the registered owner of the shares
represented by this certificate (or his predecessor in interest). The
Corporation will furnish a copy of such agreement to the holder of this
certificate upon written request without charge."
The Founders and Investors shall cause such legend to be affixed to any of such
certificates not so legended.
14. Term. This Agreement shall terminate upon the closing of a firm
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commitment underwritten public offering of Common Stock pursuant to an effective
registration statement under the Securities Act in which (i) the public offering
price per share is not less than $10.00 (appropriately adjusted to take account
of any stock split, stock dividend, combination of shares or similar event) and
(ii) the aggregate gross proceeds to the Corporation are not less than
$20,000,000.
15. Specific Enforcement. Each Investor and Founder expressly agrees that
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a violation of this Agreement by such Investor or Founder could not be
adequately compensated by money damages alone and that the Investors and the
Corporation will be irreparably damaged if this Agreement is not specifically
enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Agreement by any Investor or Founder, the other Investors and
the Corporation shall, in addition to all other remedies, each be entitled to a
temporary or permanent injunction, and/or a decree for specific performance, in
accordance with the provisions hereof.
16. Other Agreements. The restrictions on the Founders' right to dispose
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of their Shares pursuant to this Agreement are in addition to and to be
construed consistently with the Founders' rights and obligations (including
restrictions on the Founders' right to dispose of shares of the Corporation's
capital stock) contained in any other agreement relating to restrictions on the
transferability of such Shares that the Founders execute before, on, or after
the date hereof; provided, that this Agreement shall amend and restate the Stock
Restriction Agreement dated as of May 8, 1997, as amended as of January 12,
1998, among the Corporation, the Founders, the Series B Investors and the Series
C Investors, which shall no longer be of any force or effect.
17. Waiver, Modification and Termination. No provision of this Agreement
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shall be deemed to have been waived by the Corporation or any Investor in the
absence of a written agreement executed by such party with respect to such
waiver. This Agreement may be modified or terminated only with the written
consent of the Founders, the Corporation, and the holders of two-thirds in
voting power of the Shares then held by the Investors.
18. Accession. Any Additional Investors as defined in the Purchase
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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
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Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor
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shall automatically become a party to this Agreement and shall thereupon be
deemed an "Investor" for all purposes of this Agreement..
19. Binding Effect; Assignment. This Agreement shall be binding upon the
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parties hereto and their heirs, legal representatives, successors and assigns.
The rights and obligations of the Founders and Investors hereunder may not be
assigned or delegated without the written consent of the Corporation.
20. Notices. All notices, requests, consents, deliveries and other
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communications hereunder shall be in writing and shall be delivered in person or
duly sent by first class mail postage prepaid (other than in the case of non-
U.S. parties) or by fax or DHL, Federal Express or other internationally
recognized express courier service, to the Corporation at its principal place of
business, and to the Investors and the Founders at their respective last known
address or at their respective address, if any, appearing on the books of the
Corporation.
21. Severability. If any provision of this Agreement shall be held to be
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illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
22. Governing Law. This Agreement shall be governed by, and construed and
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enforced in accordance with, the substantive law of the State of California,
without regard to its principles of conflicts of laws.
23. Captions. Captions are for convenience only and are not deemed to be
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part of this Agreement.
24. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument. Each such counterpart may
contain one or more signature pages.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Stock Restriction Agreement as of the day and year first above written.
SEQUENOM, INC.
By: /s/ illegible
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Its President
FOUNDERS:
/s/ illegible
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Xxxxxx Xxxxxx
/s/ illegible
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Xxxx X. Xxxxxxxxx
/s/ illegible
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Xxxxxx X. Xxxxxxxxx
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
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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
-----------------------------------
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
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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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[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
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XXX XXXXXX XXXXXXX INVESTORS NO. I
LIMITED PARTNERSHIP
By: /s/ illegible
--------------------------------------
General Partner
KBL FOUNDER VENTURES SCA
By: /s/ illegible /s/ illegible
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Its: Director Director
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ALPINVEST INTERNATIONAL B.V.
By: /s/ illegible /s/ illegible
-------------------------------------
Its: illegible
-------------------------------------
BOSTON UNIVERSITY NOMINEE
PARTNERSHIP
By:
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General Partner
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Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxx
/s/ illegible
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Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxx
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
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Xxxxx X. Xxxxx
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Hannemarie Xxxxx
/s/ illegible
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Xxxxxx Xxxxxx
/s/ illegible
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Xxxxx-Xxxxxx Xxxxxx
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
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-13-
SVE STAR VENTURES
MANAGEMENTGESELLSCHAFT MBH
Nr. 3 & CO. BETEILIGUNGS KG
By: SVM Star Ventures
Managementgesellschaft mbH Nr. 3
By: /s/ illegible
----------------------------------------
Its:
----------------------------------------
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
----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-14-
TVM ZWEITE BETEILIGUNG-US
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By:
----------------------------------------
Its:
----------------------------------------
TVM EUROTECH
LIMITED PARTNERSHIP
By: TVM Techno Venture Management
Limited Partnership
its general partner
By: TVM Management LLC
its general partner
By:
----------------------------------------
Its:
----------------------------------------
TVM TECHNO VENTURE INVESTORS NO. I
LIMITED PARTNERSHIP
By:
----------------------------------------
General Partner
KBL FOUNDER VENTURES SCA
By:
----------------------------------------
Its:
----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-00-
XXXXXXXXX XXXXXXXXXXXXX B.V.
By: /s/ illegible /s/ illegible
----------------------------------------
Its: illegible illegible
----------------------------------------
/s/ illegible
---------------------------------------------
Xxxxxxx Xxxxxxxx
/s/ illegible
----------------------------------------------
Xxxxxxx Xxxxxxxx as Trustee
----------------------------------------------
Xxxxx X. Xxxxx
----------------------------------------------
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
-----------------------------------------
Its: Assistant Vice President Vice President
-----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-16-
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:
-----------------------------------------
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:
-----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-17-
TBG-TECHNOLOGIE-
BETEILIGUNGSGESELLSCHAFT MBH
DER DEUTSCHEN AUSGLEICHSBANK
By: /s/ illegible /s/ illegible
-----------------------------------------
Its: General Manager Authorized Rep.
-----------------------------------------
[SIGNATURE PAGE TO AMENDED AND RESTATED STOCK RESTRICTION AGREEMENT]
-18-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
Alpinvest International B.V.
---------------------------------------------
(print name)
By: /s/ illegible /s/ illegible
-----------------------------------------
Title: Authorized Signatures
--------------------------------------
Address: Gooimeer 3, P.O. Box 5073
-------------------------------------
1410 AB Naarden
---------------------------------------------
The Netherlands
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-19-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
Prof. Dr. med. Dr. rer. nat.
Xxxxx-Xxxxxx Xxxxxx
-----------------------------------------
(print name)
By:/s/ illegible
--------------------------------------
Title:
----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-20-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
S. R. ONE, LIMTED
-----------------------------------------
(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 RESTRICTION AGREEMENT]
-21-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
KREDIETBANK S.A. LUXEMBARCEOISE AS
NOMINEE FOR KB LUX VENTURE CAPITAL
FUND (illegible)
By: /s/ illegible /s/ illegible
-----------------------------------------
Title: Manager General Manager
--------------------------------------
Address: 43 Boulevard Royal
------------------------------------
L - 2955
---------------------------------------------
Luxembourg
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-22-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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 RESTRICTION AGREEMENT]
-23-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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 RESTRICTION AGREEMENT]
-24-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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 RESTRICTION AGREEMENT]
-25-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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: Treasurer
-------------------------------------
Address:
-----------------------------------
--------------------------------------------
--------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-26-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
TVM TECHNO VENTURE INVESTORS NO. I
LIMITED PARTNERSHIP
By: /s/ illegible
-----------------------------------------
Title: General Partner
--------------------------------------
Address:
------------------------------------
---------------------------------------------
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-27-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
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
-----------------------------------------
Title: Treasurer
--------------------------------------
Address:
------------------------------------
---------------------------------------------
---------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-28-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
-----------------------------------------
(print name)
By: /s/ illegible
-------------------------------------
Title:
----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-29-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
XXXX HORNNAESS
-----------------------------------------
(print name)
By: /s/ illegible
--------------------------------------
Title: Retired
----------------------------------
Address: Xxxxxxxxxxx 00
--------------------------------
65191 Wiebaden
-----------------------------------------
Germany
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-30-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
X. XXXXXXXX
-----------------------------------------
(print name)
By: /s/ illegible
--------------------------------------
Title: Man. Dir.
----------------------------------
Address: Martelsgraben 2
--------------------------------
D - 82327 (illegible)
-----------------------------------------
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-31-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
TVM MEDICAL VENTURE
By: /s/ illegible /s/ illegible
-----------------------------------------
Title: Managing Partner CFO
-------------------------------------
Address:
-----------------------------------
--------------------------------------------
--------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-32-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
Xxxxx Xxxxxxx Xx. Xxxxxxx Xxxxxxxxx
------------------------------------------------
(print name)
By: /s/ illegible /s/ illegible
--------------------------------------------
Title: Managing Director Managing Director
-----------------------------------------
Address: 00000 Xxxxxxx
----------------------------------------
Germany
-------------------------------------------------
-------------------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-33-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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 Xxxx Xxxxxxxx
-----------------------------------------
XX0 0XX
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-34-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
RESIDENTIE PARTICIPATIES IV CV
-----------------------------------------
(print name)
By: /s/ illegible
--------------------------------------
Title: Managing Director
----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-35-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction Agreement.
EXECUTED this 21st day of December, 1998.
illegible
-----------------------------------------
(print name)
By: /s/ illegible
--------------------------------------
Title: Director
----------------------------------
Address:
--------------------------------
-----------------------------------------
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-36-
SEQUENOM, INC.
Stock Restriction Agreement
Series D Investor Signature Page
--------------------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series D Investor" as defined in the Stock Restriction
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 Stock Restriction
Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Stock Restriction 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: 6 Bishopsgate
--------------------------------
Xxxxxx, XX0 N 4DA
-----------------------------------------
U.K.
-----------------------------------------
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED RESTRICTION AGREEMENT]
-37-
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this 13th day of January, 1999.
ALAFI CAPITOL CO.
-------------------------
(print name)
By: /s/ illegible
---------------------
Title: General Partner
Address: X.X. Xxx 0000
Xxxxxxx, XX 00000
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction 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.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction 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.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction 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.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction 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.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this ____ day of ____________, 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 Xxxxxxx Xxxx,
Xxxxxxxxx 000000
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this 28th day of February, 1999.
DB UK FINANCE PLC
-------------------------
(print name)
By: /s/ illegible /s/ illegible
--------------------- ---------------------
Title: Director Director
Address: 0 Xxxxxxxxxxx
Xxxxxx, XX0X 0XX
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this ____ day of ____________, 1999.
XXXXXXX XXXXXX
-------------------------
(print name)
By: /s/ Xxxxxxx Xxxxxx
--------------------
Title:
Address:
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this ____ day of ____________, 1999.
XXXXXXXX
-------------------------
(print name)
By: /s/ Xxxxxxxxx
---------------------
Title:
Address: Marteslgraben 2
82327 Tutzjing
Exhibit A
---------
SEQUENOM, INC.
Stock Restriction 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 Stock Restriction 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 Stock Restriction Agreement for all purposes and (iii)
that it is bound by all terms and conditions of the Stock Restriction Agreement.
EXECUTED this 29th day of March, 1999.
NOMURA INTERNATIONAL PLC
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(print name)
By: /s/ illegible
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Title: Managing Director
Address: 1 st Martins Le Grand
London
ECIA 4NP
