EXHIBIT 10.6
AMENDED AND RESTATED VOTING AGREEMENT
This Amended and Restated Voting (this "Agreement") is entered into as of
December 21, 1998 by and among Sequenom, Inc., a Delaware corporation (the
"Corporation"); Xxxxxx Xxxxxx, Xxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx (the
"Founders"); TVM Techno Venture Enterprises No. II Limited Partnership, TVM
Intertech Limited Partnership, TVM Zweite Beteiligung-U.S. Limited Partnership,
TVM Eurotech Limited Partnership, TVM Techno Venture Investors No. 1 Limited
Partnership and KBL Founder Ventures SCA (the "Original Investors"); 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, $.001 par value per share ("Series D Preferred Stock"),
pursuant to the Series D Convertible Preferred Stock Purchase Agreement (the
"Purchase Agreement") dated as of the date hereof, including any Additional
Investors as defined in the Purchase Agreement (all such purchasers of Series D
Preferred Stock under the Purchase Agreement being referred to as the
"Investors," and all such Founders, Original Investors, Series B Investors,
Series C Investors and Investors being referred to as the "Stockholders").
AGREEMENT
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In consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
1. Board of Directors. The Stockholders agree to vote all shares of the
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Corporation's Common Stock, $.001 par value per share ("Common Stock"), Series A
Convertible Preferred Stock, $.001 par value per share ("Series A Preferred
Stock"), Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock and any other class of voting security of the Corporation (the "Shares")
now or hereafter owned or controlled by them, and otherwise to use their
respective best efforts as stockholders of the Corporation, to set the number of
directors of the Corporation at five and to elect as directors, on the date of
this Agreement and in any subsequent election of directors of the Corporation:
(a) one person designated by the Founders;
(b) one person designated by the Original Investors;
(c) one person designated by either (i) GLS LP Investment III Limited
("GLS") for so long as GLS holds at least 793,650 shares of Series C
Preferred Stock, or (ii) the holders of a majority of the Series C Preferred
Stock if GLS holds less than 793,650 shares of Series C Preferred Stock; and
(d) two persons who are not employees of the Corporation (the "Independent
Directors"), who have experience in the Corporation's industry and who are
reasonably acceptable to a majority of the other directors.
Any person or entity or group of persons or entities entitled to make a
director designation hereunder (a "Designating Party") shall furnish written
notice to the Corporation at least 30 days prior to any election of directors of
its director-designee or director-designees and the Corporation shall furnish
written notice thereof to the Stockholders at least 10 days prior to any such
election of directors. In the absence of such notice, the director-designee or
director-designees of such Designating Party then serving and previously
designated shall be reelected if still eligible to serve as provided herein. In
the event that any Designating Party that is a group of Stockholders cannot
agree upon a director-designee, the identity of the director-designee of such
Designating Party shall be determined by a plurality in voting power of the
outstanding capital stock of the Corporation held by the Stockholders
constituting such Designating Party.
This Agreement is not intended, and shall not be construed, to confer upon
any person designated hereunder for election to the Board of Directors any right
to serve or to continue to serve in such capacity. Any Designating Party may,
at any time, determine to remove its then-current director-designee and
designate another person for election to the Board of Directors in place of the
person then serving as the director-designee of such Designating Party. In the
event any such determination is made, the Stockholders shall promptly vote to
remove the director-designee of such Designating Party then serving, and to
elect as a director the replacement director-designee of such Designating Party.
At any time a majority of the directors other than the Independent
Directors may determine to remove any Independent Director from the Board of
Directors and designate another person for election to the Board of Directors in
place of the person then serving as such Independent Director. In the event any
such determination is made, the Stockholders shall promptly vote to remove the
applicable Independent Director and to elect as a director the replacement
Independent Director-designee.
Any vacancy on the Board of Directors created by the resignation, removal,
incapacity, or death of any person designated under this Section 1 shall be
filled by another person designated by the original Designating Party. The
Stockholders shall vote their respective Shares in accordance with such new
designation, and any such vacancy shall not be filled in the absence of a new
designation by the original Designating Party.
This Section 1 shall terminate and be of no further force and effect upon
the closing of a firm commitment underwritten public offering of Common Stock of
the Corporation pursuant to an effective registration statement under the
Securities Act of 1933, as amended, in which the aggregate gross proceeds to the
Corporation from such offering are not less than $20,000,000 and the 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.
In the event that any Designating Party (or its or their respective
partners, stockholders and affiliates) owns, in the aggregate, fewer than
200,000 shares of the Corporation's Common Stock, subject to adjustment for
stock splits, stock dividends, combinations of shares and similar events, such
Designating Party's right to make designations under this Section 1 shall
terminate, and the obligation of the other parties under this Section 1 to vote
for any members of the Board of Directors designated by such Designating Party
shall terminate, but all other obligations of all parties hereunder shall
continue unless otherwise terminated. For purposes of this paragraph, in
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determining the number of shares of Common Stock owned by a Designating Party,
ownership by such Designating Party of shares of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock
shall be deemed to be ownership by it of that number of shares of Common Stock
into which such shares of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock are convertible.
2. Director Indemnification. In the event that any director contemplated by
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this Agreement shall be made or threatened to be made a party to any action,
suit or proceeding with respect to which he may be entitled to indemnification
by the Corporation pursuant to its Certificate of Incorporation, By-Laws or
otherwise, he shall be entitled to be represented in such action, suit or
proceeding by counsel of his choice and the expenses of such representation
shall be reimbursed by the Corporation to the extent provided in or authorized
by said Certificate of Incorporation or other provision and permitted by
applicable law.
The Corporation and the Stockholders agree not to take any action to amend
any provision of the Certificate of Incorporation or By-Laws of the Corporation
relating to indemnification of directors, as presently in effect, without the
prior written consent of holders of at least two-thirds in voting power of the
Shares held by Founders, Original Investors, Series B Investors, Series C
Investors and the Investors, voting together as a single class.
3. Accession. Any Additional Investors as defined in the Purchase Agreement
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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 shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" and a
"Stockholder" for all purposes of this Agreement.
4. Notices. All notices, requests, consents and other communications hereunder
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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), by fax, or by DHL, Federal Express or any
other internationally recognized express 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:
(i) if to the Corporation, to:
Sequenom, Inc.
00000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx X
Xxx Xxxxx, XX 00000
Attention: President
Fax: (000) 000-0000
-3-
(ii) with a copy to:
Xxxx X. Xxxxxxxxx, Esq.
Xxxxxxx, Phleger & Xxxxxxxx LLP
000 Xxxx X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
(iii) if to the Stockholders, to their respective last known address or
their respective address, if any, appearing in the books of the
Corporation.
5. Assignment; Binding Effect. No Designating Party may assign its or their
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rights hereunder. Subject to termination or partial termination as provided in
Section 1, this Agreement shall be binding on the parties hereto and their
respective legal representatives, successors and permitted assigns and on the
transferees of any Shares now owned or hereafter acquired by them.
6. Entire Agreement; Amendment and Waiver. This Agreement contains the sole
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and entire understanding of the parties with respect to its subject matter and
supersedes all prior negotiations, commitments, agreements and understandings
heretofore had among any of them with respect thereto. Without limiting the
generality of the foregoing, this Agreement amends and restates the Voting
Agreement among the Corporation, the Founders, the Original Investors, the
Series B Investors and the Series C Investors dated as of May 8, 1997, as
amended as of January 12, 1998, which shall no longer have any force or effect.
This Agreement may not be changed or terminated or any performance or condition
waived, in whole or in part, except by the written agreement of the Corporation
and Stockholders or transferees of their rights hereunder holding at least two-
thirds in voting power of the Shares held by the Founders, two-thirds in voting
power of the Shares held by the Original Investors, two-thirds in voting power
of the Shares held by the Series B Investors, two-thirds in voting power of the
Shares held by the Series C Investors, and two-thirds in voting power of the
Shares held by the Investors. A waiver on one occasion shall not constitute a
waiver on any further occasion.
7. Counterparts. This Agreement may be executed in more than one counterpart,
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each of which shall be deemed to be an original and which, together, shall
constitute one and the same instrument. Any such counterpart may contain one or
more signature pages.
8. Applicable Law. This Agreement shall be governed by, and construed and
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enforced in accordance with, the substantive laws of the State of California,
without regard to its principles of conflicts of laws.
9. Legend. Each certificate for Shares shall bear a legend stating in
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substance as follows, and each of the Stockholders shall cause its certificates
to be so legended promptly after the execution and delivery of this Agreement:
The shares of stock represented by this certificate are subject to the
terms and provisions of a Voting Agreement among the Corporation and
certain stockholders of the Corporation. The Corporation will furnish a
copy of
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the Voting Agreement to the holder hereof upon written request and
without charge.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Voting Agreement as of the date first written above.
SEQUENOM, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------
Its President
FOUNDERS:
/s/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
ORIGINAL 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
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
[SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
TVM TECHNO VENTURE INVESTORS NO. I LIMITED
PARTNERSHIP
By: /s/ illegible
-------------------
General Partner
KBL FOUNDER VENTURES SCA
By:
-------------------
Its:
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: /s/ 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 VOTING 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
-------------------
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 VOTING AGREEMENT]
ALPINVEST INTERNATIONAL B.V.
By: /s/ illegible
-------------------
Its: authorized signature
BOSTON UNIVERSITY NOMINEE PARTNERSHIP
By:
-------------------
General Partner
-------------------------
Xxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxx
/s/ Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxx Xxxxxxx
-------------------------
Xxxxx X. Xxxxx
-------------------------
Hannemarie Xxxxx
/s/ Xxxxxx Xxxxxx
-------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx-Xxxxxx Xxxxxx
-------------------------
Xxxxx-Xxxxxx Xxxxxx
[SIGNATURE PAGE TO AMENDED AND RESTATED VOTING 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 VOTING 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 VOTING 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: 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
ALPINVEST INTERNATIONAL B.V.
By: /s/ illegible
-------------------
Its: authorized signature
/s/ Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
--------------------
Xxxxxxx Xxxxxxxx as Trustee
[SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
-------------------------
Xxxxx X. Xxxxx
-------------------------
Hannemarie Xxxxx
GLS LP INVESTMENT III LIMITED
By: /s/ X. X. XxXxxxx
-------------------
Its: Director
KLEINWORT XXXXXX LIMITED
By: /s/ illegible
-------------------
Its: Director
LOMBARD ODIER & CIE
By: /s/ Xxxxxxxx Xxxxxxxx /s/ X. Xxxxxxx
--------------------- ------------------
Assistant Vice President Vice President
MERIFIN CAPITAL N.V.
By:
--------------------
Its:
S.R. ONE, LIMITED
By: /s/ illegible
-------------------
Its: Vice President
[SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
SVM Star Ventures Managementgesellschaft
mbH Nr. 3 & Co. Beteiligungs KG
By: SVM Star Ventures Managementgesellchaft
mbH Nr. 3
By: /s/ illegible
-------------------
Managing Partner
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
-------------------
Managing Partner
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
-------------------
Managing Partner
TBG-TECHNOLOGIE-
BETEILIGUNGSGESELLSCHAFT MBH
DER DEUTSCHEN AUSGLEICHSBANK
By: /s/ illegible /s/ illegible
------------------ ------------------
Its: General Manager Authorized Representative
[SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
Alpinvest International B.V.
----------------------------
(Print name)
By:/s/ illegible /s/ illegible
---------------------- ---------------------
Title: Authorized Signatories
Address: Gooimeer 3, X.X. Xxx 0000
0000 XX Xxxxxxx
Xxx Xxxxxxxxxxx
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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
Xxxx Xxxxxxxxxxxx
XX 00000
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
KREDIETBANK S.A. LUXEMBOURGEISE AS NOMINEE FOR KB
LUX VENTURE CAPITAL FUND (illegible)
By: /s/ illegible /s/ illegible
---------------------- --------------------
Title: Manager General Manager
Address: 00 Xxxxxxxxx Xxxxx
X - 0000 Xxxxxxxxxx
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
TVM TECHNO VENTURE INVESTORS NO. I LIMITED
PARTNERSHIP
By:/s/ illegible
----------------------
Title: General Partner
Address:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
-------------------------
(Print name)
By: /s/ illegible
---------------------
Title:
Address:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
XXXX HORNNAESS
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(Print name)
By: XXXX HORNNAESS
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Title: Retired
Address: Xxxxxxxxxxx 00
00000 Xxxxxxxxx 75
Germany
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
X. XXXXXXXX
-------------------------
(Print name)
By:/s/ illegible
----------------------
Title: Man. Dir.
Address: Xxxxxxxxxxxxx 0
X - 00000 (xxxxxxxxx)
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
TVM MEDICAL VENTURES
By: /s/ illegible /s/ illegible
---------------------- --------------------
Title: Managing Partner CFO
Address:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
GLS LP INVESTMENT III LIMITED
-----------------------------
(Print name)
By: /s/ X. X. XxXxxxx
-------------------------
Title: Director
Address: Xxxxxxxx Xxxxx
Xx. Xxxxxx'x Xxxxxx
Xx. Xxxxx Xxxx Xxxxxxxx
XX0 0XX
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
HASPA Beteiligungsgesellscaft fuer den Mittelstand
mbH
Xxxxx Xxxxxxx Xx. Xxxxxxx Xxxxxxxxx
------------------------- -----------------------
(Print name)
By: /s/ illegible /s/ illegible
---------------------- -----------------------
Title: Managing Director Managing Director
Address: 00000 Xxxxxxx
Xxxxxxx
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
RESIDENTIE PARTICIPATIES IV CV
------------------------------
(Print name)
By: /s/ illegible
----------------------
Title: Managing Director
Address: illegible
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
illegible
-------------------------
(Print name)
By:/s/ illegible
----------------------
Title: Director
Address:
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
Agreement.
EXECUTED this 21st day of December, 1998.
DB UK FINACE PLC
-------------------------
(Print name)
By:/s/ illegible
----------------------
Title: Director
By:/s/ illegible
----------------------
Title: Director
Address: 0 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
U.K.
SEQUENOM, INC.
Voting Agreement
Investor Signature Page
-----------------------
By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" and a "Stockholder" as defined in the Voting
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 Voting Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the Voting
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 VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 13 day of January, 1999.
Alafi Capital Co.
-------------------------
(Print name)
By:/s/ illegible
----------------------
Title: General Partner
Address: X.X. Xxx 0000 Xxxxxxx XX 00000
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 19 day of January, 1999.
Xxxxxxx X. Xxxxx
Assistant Treasurer
Boston University
Trustee of Boston University
----------------------------
(Print name)
By: /s/ illegible
----------------------
Title: Assistant Treasurer
Address: c/o Community Technology Fund
000 Xxx Xxxxx Xxxx
Xxxxxx, XX 00000
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 22 day of Feb., 1999.
Xxxxx X. Xxxxxxx
-------------------------
(Print name)
By:/s/ illegible
----------------------
Title: Chairman of Board
Address: 00000 Xxxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 19 day of Feb., 1999.
E. Xxxxx Xxxxxx
-------------------------
(Print name)
By: /s/ illegible
----------------------
Title: Vice Chairman
Address: 00000 Xxxxxxxx Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this ____ day of _________________, 1999.
Xxxxxxx X.X. Xxx
-------------------------
(Print name)
By: /s/ illegible
----------------------
Title: CIO at Value Management Research Ag
Address:
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 22 day of February, 1999.
/s/ illegible
-------------------------
(Print name)
Vertex Technology Fund Ltd
By: Koh Soo Boon
----------------------
Title: Senior Vice President/Deputy General Man.
Address: x/x 00 Xxxxxxx Xxxx Xxxxx, #00-00
Xxxxxxx XXX, Xxxxxxxxx Xxxxxxx Xxxx,
Xxxxxxxxx 000000
[INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this 28 day of February, 1999.
DB UK FINANCE PLC
-------------------------
(Print name)
By: /s/ illegible /s/ illegible
---------------------- -----------------
Title: Director Director
Address: 0 Xxxxxxxxxxx, Xxxxxx
XX0X 0XX
[ADDITIONAL INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
Exhibit A
---------
SEQUENOM, INC.
Voting 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" and a "Stockholder" as defined in the Voting 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 Voting Agreement for all purposes and
(iii) that it is bound by all terms and conditions of the Voting Agreement
EXECUTED this ____ day of _________________, 1999.
XXXXXXX XXXXXX
-------------------------
(Print name)
By: /s/ illegible
----------------------
Title:
Address:
[ADDITIONAL INVESTOR SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT]
