<PAGE>

                                                                    EXHIBIT 10.2


                        SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT


     THIS AGREEMENT made as of the 8th day of May, 1997, by and among Sequenom,
Inc., a Delaware corporation (the "Corporation"); the several investors named on
the Schedule of Investors attached hereto (individually, an "Initial Investor",
    ---------------------
and collectively, the "Initial Investors"); such additional investors as may be
identified on such addenda to the Schedule of Investors as may be agreed upon by
                                  ---------------------
the Corporation and such additional investors in accordance with the terms of
this Agreement (individually, an "Additional Investor", and collectively, the
"Additional Investors")(the Initial Investors and the Additional Investors being
hereinafter sometimes referred to individually as an "Investor" and collectively
as the "Investors"); and, solely for purposes of Section 8.1 hereof, Hubert
Koster, Nola E. Masterson, and Robert E. Patterson (individually a "Founder" and
collectively the "Founders") and each holder of the Corporation's Series B
Convertible Preferred Stock (the "Series B Investors).

     WHEREAS, the Initial Investors wish to purchase from the Corporation, and
the Corporation wishes to sell to the Investors, up to an aggregate of 1,904,770
shares of the Corporation's Series C Convertible Preferred Stock, par value
$.001 per share (the "Series C Preferred"), and warrants to purchase up to an
aggregate of 190,477 shares of Series C Preferred;

     WHEREAS, the Corporation wishes to sell to the Additional Investors up to
an aggregate number of shares of Series C Preferred equal to the difference
between 3,174,604 and the number of shares of Series C Preferred sold at the
Initial Closing (as hereinafter defined); and

     WHEREAS, pursuant to that certain Stock Purchase Agreement dated December
22, 1995 (the "Series B Purchase Agreement") the Corporation granted certain
rights of first refusal to the Series B Investors and the Founders, and the
Corporation, such Series B Investors and the Founders now desire to replace such
rights of first refusal in the Series B Purchase Agreement with the rights of
first refusal set forth in Section 8.1 hereof.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereby agree as follows:

     SECTION 1.  Amendment of Certificate of Incorporation.  Immediately prior
     ---------   -----------------------------------------
to the execution and delivery of this Agreement, the Corporation filed with the
Secretary of State of Delaware a Certificate of Amendment (the "Certificate of
Amendment"), a copy of which is attached hereto as Exhibit 1, to its Certificate
                                                   ---------
of Incorporation (the Certificate of Incorporation of the Corporation, as
amended by the Certificate of Amendment and in effect on the date hereof being
hereinafter referred to as the "Certificate of Incorporation"), for the purpose
of increasing and amending the authorized capital stock of the Corporation and
setting forth the designations and the powers, preferences and rights, and the
qualifications, limitations and restrictions thereof, granted to or imposed upon
the capital stock of the Corporation or the holders thereof.

                                      -1-
<PAGE>

     SECTION 2.  Purchase and Sale of the Series C Preferred and Warrants.
     ---------   --------------------------------------------------------

          2.1  Initial Shares and Warrants.  Subject to the terms and conditions
               ---------------------------
of this Agreement, at the Initial Closing (as defined in Section 3.1), the
Corporation agrees to issue and sell to each Initial Investor the number of
shares of Series C Preferred set forth opposite the name of such Initial
Investor on the Schedule of Investors and a warrant in the form of Exhibit 2.1
                ---------------------                              -----------
(a "Warrant") to purchase a number of shares of Series C Preferred equal to the
largest whole number less than or equal to ten percent (10%) of the number of
shares of Series C Preferred being purchased by such Initial Investor at the
Initial Closing, at a purchase price equal to $3.15 per share of Series C
Preferred and associated warrant right to purchase one-tenth of a share of
Series C Preferred and an aggregate purchase price as set forth on the Schedule
                                                                       --------
of Investors, and each Initial Investor, acting severally and not jointly,
------------
hereby agrees to purchase from the Corporation such number of shares of Series C
Preferred and such Warrant at such purchase price.  The shares of Series C
Preferred sold at the Initial Closing are hereafter referred to as the "Initial
Shares."

          2.2  Additional Shares.  Subject to the terms and conditions of this
               -----------------
Agreement, from time to time after the Initial Closing, but on or before June
30, 1997, the Corporation agrees to issue and sell to one or more Additional
Investors who enter into this Agreement by executing one or more counterparts
hereof up to an aggregate number of shares of Series C Preferred equal to
3,174,604 minus the number of Initial Shares (the "Additional Shares").  By
executing such a counterpart, each such Additional Investor shall agree to
purchase that number of Additional Shares as may be set forth opposite its name
on such addenda to the Schedule of Investors which may be agreed upon between
                       ---------------------
the Corporation and each such Additional Investor, at the purchase price of
$3.15 per share and at the aggregate purchase price set forth opposite such
Additional Investor's name on such addenda.  Each such addendum shall be
executed by the Corporation and each such Additional Investor, a copy of each
such addendum shall be delivered to each Investor, and each such addendum shall
be deemed a part of this Agreement ab initio.  Initial Investors may become
                                   -- ------
Additional Investors.

     The Initial Shares and the Additional Shares are referred to collectively
hereinafter as the "Shares".  The shares of Series C Preferred issuable upon
exercise of Warrants are referred to collectively hereinafter as the "Warrant
Shares".

     SECTION 3.  Closings.
     ---------   --------

          3.1  Initial Closing.  The closing of the sale and purchase of the
               ---------------
Initial Shares and the Warrants (the "Initial Closing") shall take place
simultaneously with the execution of this Agreement at the offices of Foley,
Hoag & Eliot LLP, One Post Office Square, Boston, Massachusetts 02109, on May
___, 1997 (the "Initial Closing Date"), or at such other location, date and time
as may be agreed upon between the Initial Investors and the Corporation.  At the
Initial Closing, the Corporation shall issue and deliver to each Initial
Investor (i) a certificate or certificates registered in the name of such
Initial Investor, representing the Initial Shares being purchased by it at the
Initial Closing, and (ii) the Warrant being purchased by it at the Initial
Closing, registered in the name of such Initial Investor, against payment by
such Initial Investor to the Corporation of the purchase price therefor in the
form of (a) a check payable to the order

                                      -2-
<PAGE>

of the Corporation, (b) a wire transfer to the account of the Corporation, (c)
cancellation of indebtedness of the Corporation to such Investor or an affiliate
of such Investor, (d) conversion of convertible promissory notes issued by the
Corporation to such Investor or an affiliate of such Investor, or (e) any
combination thereof.

          3.2  Additional Closings.  The closings of the sale and purchase of
               -------------------
the Additional Shares under this Agreement (the "Additional Closings") shall
take place at such time, date and place as are mutually agreeable to the
Corporation and any Additional Investor, but such Additional Closings, if any,
shall take place on or before June 30, 1997.  At the Additional Closings, the
Corporation shall issue and deliver to each Additional Investor a certificate or
certificates registered in the name of such Additional Investor, representing
the Additional Shares being purchased by it at the Additional Closing, against
payment by such Additional Investor to the Corporation of the purchase price
therefor in the form of (a) a check payable to the order of the Corporation, (b)
a wire transfer to the account of the Corporation, (c) cancellation of
indebtedness of the Corporation to such Additional Investor or an affiliate of
such Additional Investor, (d) conversion of convertible promissory notes issued
by the Corporation to such Additional Investor or an affiliate of such
Additional Investor, or (e) any combination thereof.

     SECTION 4.  Representations and Warranties of the Corporation.  The
     ---------   -------------------------------------------------
Corporation hereby represents and warrants to the Investors as follows:

          4.1  Organization.  The Corporation is a corporation duly organized,
               ------------
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own and lease its
properties, to carry on its business as presently conducted and as proposed to
be conducted and to carry out the transactions contemplated hereby.  Except as
set forth in Exhibit 4.1, the Corporation is duly qualified as a foreign
             -----------
corporation and is in good standing in all such other jurisdictions (which
jurisdictions are listed in Exhibit 4.1) in which the conductor its business or
                            -----------
its ownership or leasing of property requires such qualification and in which
the failure so to qualify or so to be in good standing would have a materially
adverse effect on the Corporation's operations or financial condition.  Exhibit
                                                                        -------
4.1 contains true, complete and accurate copies of the Certificate of
---
Incorporation and the By-Laws, as amended to date, of the Corporation (the
"ByLaws").

          4.2  Capitalization.  The entire authorized capital stock of the
               --------------
Corporation consists of:

               (a) 9,218,000 shares of Common Stock, par value $.001 per share
(the "Common Stock');

               (b) 1,650,000 shares of Series A Convertible Preferred Stock, par
value $.001 per share (the "Series A Preferred");

               (c) 2,976,663 shares of Series B Convertible Preferred Stock, par
value $.001 per share (the "Series B Preferred"); and

                                      -3-
<PAGE>

               (d) 3,365,081 shares of Series C Preferred.

     The number of shares of Common Stock, Series A Preferred and Series B
Preferred that are issued and outstanding or held as treasury shares as of the
date hereof is as set forth in Exhibit 4.2.  All issued and outstanding shares
                               -----------
of Common Stock, Series A Preferred and Series B Preferred are validly issued,
fully paid and nonassessable.  The number of shares of Common Stock reserved for
issuance upon the exercise of options granted and to be granted, and upon
conversion of the Series A Preferred, the Series B Preferred and the Series C
Preferred, is as set forth in Exhibit 4.2.  Prior to the Initial Closing, no
                              -----------
shares of Series C Preferred were issued or outstanding.

     Exhibit 4.2 contains a list of all holders of capital stock of the
     -----------
Corporation and options, warrants or rights to purchase such capital stock, in
each case including the number of shares of capital stock held by, or subject to
purchase pursuant to the exercise of any option, warrant or right held by, each
such holder.  Except as set forth in Exhibit 4.2, there are no outstanding
                                     -----------
shares of capital stock of the Corporation or warrants, options, agreements,
convertible securities or other commitments pursuant to which the Corporation is
or may become obligated to issue any shares of its capital stock or other
securities of the Corporation.  Except as set forth in Exhibit 4.2, the number
                                                       -----------
of shares of capital stock, if any, reserved for issuance in connection with the
securities described in the immediately preceding sentence is not subject to
adjustment by reason of the issuance of the Shares, the Warrants, the Warrant
Shares or the Reserved Shares (as defined in Section 4.16). Except as set forth
in Section 8.1 or in Exhibit 4.2, there are no preemptive or similar rights to
                     -----------
purchase or otherwise acquire shares of capital stock of the Corporation
pursuant to any provision of law, the Certificate of Incorporation or the By-
Laws or any agreement to which the Corporation is a party, or otherwise, and
except as set forth in the Voting Agreement, the Registration Rights Agreement
and the Stock Restriction Agreement described in Section 4.16 of this Agreement,
there is no agreement, restriction or encumbrance with respect to the sale or
voting of any shares of the Corporation's capital stock (whether outstanding or
issuable upon conversion or exercise of outstanding securities) imposed by or
through the Certificate of Incorporation, By-Laws or any agreement to which
the Corporation is a party.

          4.3  Equity Investments.  Except as set forth on Exhibit 4.3, the
               ------------------                          -----------
Corporation does not currently have any subsidiaries nor currently own any
capital stock or other proprietary interest, directly or indirectly, in any
corporation, association, trust, partnership, joint venture or other entity.

          4.4  Financial Statements.  Attached as Exhibit 4.4 are the unaudited
               --------------------               -----------
balance sheet for the Corporation as of December 31, 1996 (the "Balance Sheet"),
and the related unaudited statement of income for the year ended December 31,
1996. (the "Balance Sheet"). (December 31, 1996 is hereinafter sometimes
referred to as the "Balance Sheet Date.") The December 31, 1996 financial
statements are in accordance with the books and records of the Corporation and
present fairly the financial position and results of operations of the
Corporation as of the dates and for the periods indicated.

                                      -4-
<PAGE>

          4.5  Absence of Undisclosed Liabilities.  Except as set forth in
               ----------------------------------
Exhibit 4.5 or as reflected in the Balance Sheet, at the Balance Sheet Date (a)
-----------
the Corporation had no material liabilities of any nature (matured or unmatured,
fixed or contingent) of a type required by generally accepted accounting
principles to be disclosed on a balance sheet of the Corporation which were not
so disclosed; (b) all reserves established by the Corporation and set forth in
the Balance Sheet were adequate; and (c) there were no loss contingencies (as
such term is used in Statement of Financial Accounting Standards No. 5 issued by
the Financial Accounting Standards Board in March 1975) which were not
adequately disclosed in the Balance Sheet as required by such Statement No. 5.

          4.6  Absence of Changes.  Except as set forth in Exhibit 4.6, since
               ------------------                          -----------
the Balance Sheet Date there has not been (a) any material adverse change in the
financial condition, results of operations, assets, liabilities, business or
prospects of the Corporation, (b) any material asset or property of the
Corporation made subject to a lien of any kind, (c) any waiver of any valuable
right of the Corporation, or the cancellation of any debt or claim held by the
Corporation, (d) any payment of dividends on, or other distribution with respect
to, or any direct or indirect redemption or acquisition of, any shares of the
capital stock of the Corporation, or any agreement or commitment therefor, (e)
any mortgage, pledge, sale, assignment or transfer of any tangible or intangible
assets of the Corporation, except in the ordinary course of business, (f) any
loan by the Corporation to, or any loan to the Corporation from, any officer,
director, employee or stockholder of the Corporation, or any agreement or
commitment therefor, (g) any damage, destruction or loss (whether or not covered
by insurance) materially and adversely affecting the assets, property or
business of the Corporation, or (h) any change in the accounting methods or
practices followed by the Corporation.

          4.7  Encumbrances.  Except as set forth in Exhibit 4.7, the
               ------------                          -----------
Corporation has good title to all of its property and assets, real, personal or
mixed, tangible or intangible, free and clear of all liens, security interests,
charges and other encumbrances of any kind.

          4.8  Intellectual Property Rights.  Except in each case as set forth
               ----------------------------
in Exhibit 4.8:
   -----------

               (a) the Corporation owns or has the right to use all Intellectual
Property Rights (as hereinafter defined) necessary or required for the conduct
of its business as presently conducted or as proposed to be conducted, which
Intellectual Property Rights are identified in said Exhibit 4.8;
                                                    -----------

               (b) to the Corporation's knowledge, no royalties or other amounts
are payable by the Corporation to other persons by reason of the ownership or
use of said Intellectual Property Rights; and

               (c) to the Corporation's knowledge, no product marketed or sold
or proposed to be marketed or sold by the Corporation violates or will violate
any license or infringes any Intellectual Property Rights of another, nor has
the Corporation received any notice that any of such Intellectual Property
Rights or the operation or proposed operation of the Corporation's business
conflicts or will conflict with the rights of others.

                                      -5-
<PAGE>

As used herein, the term "Intellectual Property Rights" means all patents,
trademarks, service marks, trade names, copyrights, inventions, trade secrets,
proprietary processes and formulae, applications for patents, trademarks,
service marks and copyrights, and other industrial and intellectual property
rights.

          Dr. Hubert Koster has entered into agreements with the Company
relating to protection of proprietary information and invention assignment in
the form referred to in Exhibit 4.8.
                        -----------

          4.9  Litigation.  There is no action, suit, claim, proceeding or
               ----------
investigation, at law, in equity or otherwise, or by or before any governmental
instrumentality or other agency, now pending, or, to the Corporation's
knowledge, threatened against the Corporation.

          4.10  No Defaults.  The Corporation is not in violation or breach of,
                -----------
or in default under, any provision of (a) the Certificate of Incorporation or
the By-Laws or (b) except where any such violation, breach or default would not
have a material adverse effect on the Corporation, any note, indenture,
mortgage, lease, contract, purchase order or other instrument, document or
agreement to which the Corporation is a party or by which it or any of its
property is bound or affected or any ruling, writ, injunction, order, judgment
or decree of any court, administrative agency or other governmental body.  To
the Corporation's knowledge, there exists no condition, event or act which after
notice, lapse of time, or both, would constitute a violation or breach of, or a
default under, any of the foregoing.

          4.11  Employment of Officers Employees and Consultants.  No third
                ------------------------------------------------
     party may assert any valid claim against the Corporation, any Investor, or
any Designated Person (as hereinafter defined) with respect to (a) the continued
employment by or association with the Corporation of any of the present officers
or key employees of, or consultants to, the Corporation (collectively, the
"Designated Persons"), or (b) the use or disclosure by the Corporation or any
Designated Person of any information which the Corporation or any Designated
Person would be prohibited from using or disclosing under any prior agreements
or arrangements or under any laws, including, without limitation, laws
applicable to unfair competition, trade secrets or proprietary information.

          4.12  Taxes.  The Corporation has filed all Federal, state, local and
                -----
foreign tax returns which are required to be filed by it and all such returns
are true and correct.  The Corporation has paid all taxes pursuant to such
returns or pursuant to any assessments received by it or which it is obligated
to withhold from amounts owing to any employee, creditor or third party, except,
in each case, for those which are not yet due and payable pursuant to such
returns.

          4.13  Agreements.  Except as set forth in Exhibit 4.13, the
                ----------                          ------------
Corporation is not a party to any written or oral (a) contract with any labor
union; (b) contract for the future purchase of fixed assets or for the future
purchase of materials, supplies or equipment in excess of normal operating
requirements; (c) contract for the employment of any officer, individual
employee or other person or any contract with any person on a consulting basis;
(d) bonus, pension, profit-sharing, retirement, stock purchase, stock option,
hospitalization, medical insurance or similar

                                      -6-
<PAGE>

plan, contract or understanding in effect with respect to employees or any of
them or the employees of others; (e) agreement or indenture relating to the
borrowing of money or to the mortgaging, pledging or otherwise placing a lien on
any assets of the Corporation; (f) guaranty of any obligation for borrowed money
or otherwise; (g) lease or agreement under which the Corporation is lessee of or
holds or operates any property, real or personal, owned by any other party; (h)
lease or agreement under which the Corporation is lessor of or permits any third
party to hold or operate any property, real or personal, owned or controlled by
the Corporation; (i) license or lease agreement with respect to any Intellectual
Property Rights; (j) agreement or other commitment for capital expenditures in
excess of $25,000; or (k) contract, agreement or commitment under which the
Corporation is obligated to pay any broker's fees, finder's fees or any such
similar fees, to any third party. Except as set forth in Exhibit 4.13, the
                                                         ------------
Corporation is not engaged in any negotiations which could lead to any such
contract, agreement, arrangement, understanding or commitment. The Corporation
has furnished to the Investors true and correct copies of all such agreements
and other documents requested by the Investors or its authorized
representatives.

          4.14  Compliance.  The Corporation has complied in all material
                ----------
respects with all Federal, state, local or foreign laws applicable to its
business.  The Corporation has all Federal, state, local and foreign
governmental licenses, registrations and permits material to or necessary for
the conduct of its business, and such licenses, registrations and permits are in
full force and effect and there have been no violations in any material respect
of any such licenses, registrations or permits.  No proceeding is pending or, to
the Corporation's knowledge, threatened, to revoke or limit any thereof.

          4.15  Insurance.  Exhibit 4.15 sets forth each insurance policy
                ---------   ------------
(specifying the insurer, the amount of coverage, the type of insurance, the
policy number, the expiration date, the annual premium and any pending claims
thereunder) maintained by the Corporation on its properties, assets, business or
personnel.  The insurance maintained by the Corporation on its properties,
assets, business and personnel is in amounts deemed adequate by the Corporation,
is in accordance with the standards of the industry in which the Corporation
operates, and is under policies currently in effect and issued by insurers of
recognized responsibility.

          4.16  Authorization of this Agreement.  The execution, delivery and
                -------------------------------
performance by the Corporation of this Agreement, the Registration Rights
Agreement of even date herewith by and among the Corporation, the Investors and
certain additional parties identified therein, which agreement is in the form of
Exhibit 4.16A (the "Registration Rights Agreement"), the Voting Agreement of
-------------
even date herewith by and among the Corporation, the Investors and certain
additional parties identified therein, which agreement is in the form of Exhibit
                                                                         -------
4.16B (the "Voting Agreement"), and the Stock Restriction Agreement of even date
-----
herewith by and among the Corporation, the Investors and certain additional
parties identified therein, which agreement is in the form of Exhibit 4.16C (the
                                                              -------------
"Stock Restriction Agreement"; this Agreement, the Registration Rights
Agreement, the Voting Agreement and the Stock Restriction Agreement are
hereinafter referred to collectively as the "Transaction Documents") have been
duly authorized by all requisite corporate action.  The Transaction Documents
have been duly executed and delivered on behalf of the Corporation and
constitute the valid and binding obligations of the Corporation, enforceable in
accordance with their respective terms.

                                      -7-
<PAGE>

The execution, delivery and performance of the Transaction Documents, the
issuance, sale and delivery of the Shares, the Warrants, the Warrant Shares and
the shares of Common Stock issuable upon conversion of the Shares and the
Warrant Shares (collectively, the "Reserved Shares"), and compliance with the
provisions hereof and thereof by the Corporation, do not and will not, with or
without the passage of time or the giving of notice or both, (a) violate any
provision of law, statute, rule or regulation or any ruling, writ, injunction,
order, judgment or decree of any court, administrative agency or other
governmental body or (b) conflict with or result in any breach of any of the
terms, conditions or provisions of, or constitute a default (or give rise to any
right of termination, cancellation or acceleration) under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Corporation under, the Certificate of Incorporation
or By-Laws or any note, indenture, mortgage, lease, contract, purchase order or
other instrument, document or agreement to which the Corporation is a party or
by which it or any of its property is bound or affected.

          4.17  Authorization of Shares and Warrants.  The issuance, sale and
                ------------------------------------
delivery hereunder by the Corporation of the Shares and the Warrants have been
duly authorized by all requisite corporate action, and when so issued, sold and
delivered, the Shares will be fully paid and nonassessable and the Shares and
the Warrants will be validly issued and outstanding and not subject to
preemptive or any other similar rights of the stockholders of the Corporation or
others.

          4.18  Authorization of Warrant Shares and Reserved Shares.  The
                ---------------------------------------------------
issuance, sale and delivery by the Corporation of the Warrant Shares and the
Reserved Shares have been duly authorized by all requisite corporate action of
the Corporation, and the Warrant Shares and the Reserved Shares have been duly
reserved for issuance upon exercise of the Warrants and conversion of the Shares
and the Warrant Shares, and when so issued, sold and delivered upon exercise of
the Warrants and conversion of the Shares and the Warrant Shares, the Warrant
Shares and the Reserved Shares will be validly issued and outstanding, fully
paid and nonassessable, and not subject to preemptive or any other similar
rights of the stockholders of the Corporation or others.

          4.19  Related Transactions.  Except as set forth in Exhibit 4.19, no
                --------------------                          ------------
director, officer or employee of the Corporation nor any "associate" (as defined
in the rules and regulations promulgated under the Securities Exchange Act of
1934 (the "Exchange Act") of any such person is indebted to the Corporation, nor
is the Corporation indebted (or committed to make loans or extend or guarantee
credit) to any such person, nor is any such person a party to any transaction
(other than as an employee or consultant) with the Corporation providing for the
furnishing of services by, or rental of real or personal property from, or
otherwise requiring cash payments to, any such person.

          4.20  No Governmental Consent or Approval Required.  Except as set
                --------------------------------------------
forth in Exhibit 4.20, no authorization, consent, approval or other order of,
         ------------
declaration to, or filing with, any governmental agency or body is required to
be made or obtained by the Corporation for or in connection with the valid and
lawful authorization, execution and delivery by the Corporation of the
Transaction Documents, for or in connection with the valid

                                      -8-
<PAGE>

and lawful authorization, issuance, sale and delivery of the Shares or the
Warrants or for or in connection with the valid and lawful authorization,
reservation, issuance, sale and delivery of the Reserved Shares, except such
exemptive filings as are required to be made under applicable securities laws
and have been and shall be made on a timely basis.

          4.21  Registration Rights.  Except as contemplated by the Registration
                -------------------
Rights Agreement, no person has any right to cause the Corporation to effect the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of any securities of the Corporation.

          4.22  Exemptions from Securities Laws.  Subject to the accuracy of the
                -------------------------------
representations and warranties of the Investors set forth in Section 5 hereof,
the provisions of Section 5 of the Securities Act are inapplicable to the
offering, issuance, sale and delivery of the Shares, the Warrants and the
Reserved Shares, and no consent, approval, qualification or registration or
filing under any state securities laws is required in connection therewith,
except such exemptive filings as are required to be made under applicable
securities laws and have been and shall be made on a timely basis.

          4.23  Commitments from German Government.  Exhibit 4.23 accurately
                ----------------------------------   ------------
describes certain commitments from certain German governmental authorities made
with respect to the Corporation and its subsidiary Sequenom Instruments GmbH.

     SECTION 5.  Representations and Warranties of the Investors.  Each
     ---------   -----------------------------------------------
Investor, severally and not jointly, represents and warrants to the Corporation
as follows:

          5.l  Organization.  Such Investor is an entity duly organized, validly
               ------------
existing and in good standing under the laws of the jurisdiction of its
organization, with all requisite power and authority to own and lease its
properties, to carry on its business, and to carry out the transactions
contemplated hereby.

          5.2  Purchase for Investment.  Such Investor is acquiring the Shares,
               -----------------------
any Warrant purchasable by it hereunder, and, in the event such Investor should
acquire Warrant Shares upon exercise of such Warrant or Reserved Shares upon
conversion of the Shares or Warrant Shares, such Investor will be acquiring such
Warrant Shares and Reserved Shares, for its own account, for investment and not
for, with a view to, or in connection with, any distribution or public offering
thereof within the meaning of the Securities Act.

          5.3  Unregistered Securities; Legend.  Such Investor understands that
               -------------------------------
the Shares and the Warrants have not been, and the Warrant Shares and Reserved
Shares will not be, registered under the Securities Act or any state securities
law, by reason of their issuance in a transaction exempt from the registration
requirements of the Securities Act and such laws, and that they must be held
indefinitely unless they are subsequently registered under the Securities Act
and such laws or a subsequent disposition thereof is exempt from registration.
Such Investor further understands that such exemption depends upon, among other
things, the bona fide nature of such Investor's investment intent expressed
            ---- ----
herein.  Such Investor acknowledges that the Warrants and the certificates for
the Shares, the Warrant Shares and the Reserved Shares shall bear a legend to
such effect, and appropriate transfer instructions may be issued.

                                      -9-
<PAGE>

          5.4  Status of the Investors.  Such Investor has not been formed for
               -----------------------
the specific purpose of acquiring Shares, Warrants, Warrant Shares or Reserved
Shares pursuant to this Agreement.  Such Investor understands the term
"accredited investor," as used in Regulation D promulgated under the Securities
Act and represents and warrants to the Corporation that such Investor is an
"accredited investor" for purposes of acquiring Shares, Warrants, Warrant Shares
and Reserved Shares.

          5.5  Knowledge and Experience; Economic Risk.  Such Investor has
               ---------------------------------------
     sufficient knowledge and experience in business and financial matters and
with respect to investment in securities of privately held companies so as to
enable it to analyze and evaluate the merits and risks of the investment
contemplated hereby and is capable of protecting its interest in connection with
this transaction. Such Investor is able to bear the economic risk of such
investment, including a complete loss of the investment.

          5.6  Access to Information.  Such Investor acknowledges that such
               ---------------------
Investor and its representatives have had the opportunity to ask questions and
receive answers from officers and representatives of the Corporation concerning
the transactions contemplated by this Agreement, and to obtain any additional
information which the Corporation possesses or can acquire that is necessary to
verify the accuracy of the information regarding the Corporation herein set
forth or otherwise desired in connection with its purchase of the Shares and any
Warrants purchasable by it.

          5.7  Authorization.  The execution, delivery and performance by such
               -------------
Investor of this Agreement have been duly authorized by all requisite action of
such Investor and its partners or equity holders.  This Agreement has been duly
executed and delivered on behalf of such Investor and constitutes the valid and
binding obligation of such Investor, enforceable in accordance with its terms.
The execution, delivery and performance of the Transaction Documents, the
purchase of the Shares and any Warrants purchasable by such Investor, the
exercise of any such Warrants, and compliance with the provisions hereof and
thereof by such Investor, do not and will not, with or without the passage of
time or the giving of notice or both, (a) violate any provision of law, statute,
rule or regulation or any ruling, writ, injunction, order, judgment or decree of
any court, administrative agency or other governmental body or (b) conflict with
or result in any breach of any of the terms, conditions or provisions of, or
constitute a default (or give rise to any right of termination, cancellation or
acceleration) under, such Investor's charter, by-laws, partnership agreement or
other organizational document, or any material note, indenture, mortgage, lease,
agreement, contract, purchase order or other instrument, document or agreement
to which such Investor is a party or by which it or any of its property is bound
or affected.

          5.8  No Governmental Consent or Approval Required. No authorization,
               --------------------------------------------
consent, approval or other order of, or declaration to, or filing with, any
governmental agency or body is required to be made or obtained by such Investor
for or in connection with the valid authorization, execution and delivery by
such Investor of the Transaction Documents or for the valid purchase by such
Investor of the Shares and any Warrants to be sold to it hereunder or for or in
connection with the valid exercise of any such Warrant or issuance to such
Investor of any Warrant Shares or Reserved Shares.

                                      -10-
<PAGE>

          5.9  Rule 144.  Such Investor understands that the exemption from
               --------
registration afforded by Rule 144 (the provisions of which are known to such
Investor) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act depends upon the satisfaction of various
conditions, that such exemption is not currently available and that, if
applicable, Rule 144 affords the basis for sales only in limited amounts.

     SECTION 6.  Conditions Precedent to Closing by the Investor.  The
     ---------   -----------------------------------------------
obligation of each Investor to purchase and pay for the Shares and any Warrants
being purchased by such Investor at the Initial Closing or any Additional
Closing (each a "Closing") is subject to satisfaction (or waiver by the
Investor) of the following conditions precedent at or before such Closing:

          6.1  Corporate Proceedings.  All corporate and other proceedings to be
               ---------------------
taken and all waivers and consents to be obtained in connection with the
transactions contemplated by this Agreement shall have been taken or obtained
and all documents incident to such transactions shall be satisfactory in form
and substance to the Investors and their counsel, who shall have received all
such originals or certified or other copies of such documents as they may
reasonably request.

          6.2  Representations and Warranties Correct.  The representations and
               --------------------------------------
warranties made by the Corporation in Section 4 hereof shall be true and correct
when made, and shall be true and correct in all material respects at the time of
such Closing with the same force and effect as if they had been made at and as
of the time of such Closing.

          6.3  Compliance with Covenants.  The Corporation shall have duly
               -------------------------
complied with and performed all covenants and agreements of the Corporation
herein which are required to be complied with and performed at or before such
Closing.

          6.4  Certificate of Compliance.  The Corporation shall have provided
               -------------------------
to each of the Investors purchasing Shares at such Closing a certificate, dated
the date of such Closing, in form and substance reasonably satisfactory to such
Investor, confirming compliance with the conditions set forth in Sections 6.2
and 6.3.

          6.5  Opinion of Counsel.  At such Closing, each of the Investors
               ------------------
purchasing Shares at such Closing shall have received from Foley, Hoag & Eliot
LLP, counsel for the Corporation, an opinion addressed to such Investors, dated
the date of such Closing, to the effect set forth in Exhibit 6.5.
                                                     -----------

          6.6  Related Agreements and Documents.  At or before such Closing, the
               --------------------------------
parties thereto shall have executed and delivered the Registration Rights
Agreement, the Voting Agreement and the Stock Restriction Agreement, and the
Corporation shall have delivered to the Investors such other documents as they
shall reasonably request.

          6.7  Blue Sky Matters.  All consents, approvals, qualifications,
               ----------------
registrations and filings required to be obtained or effected under any
applicable state securities or "blue sky" laws in connection with the issuance,
sale and delivery of the Shares and the Warrants prior to

                                      -11-
<PAGE>

the sale of the Shares or the Warrants shall have been obtained or effected and
copies of the same delivered to each of the Investors.

          6.8  Purchase by Other Investors.  All of the Initial Shares and the
               ---------------------------
Warrants shall have been purchased and paid for at the Initial Closing.

     SECTION 7.  Financial Reports.  Subject to the limitations set forth in
     ---------   -----------------
Section 7.6, the Corporation agrees to furnish each of the Investors and any
transferee to which any Investor transfers at least 100,000 Shares (a "Series C
Transferee") with the following:

          7.1  Quarterly and Monthly Reports.  Within 45 days after the end of
               -----------------------------
each month and each fiscal quarter, an unaudited financial report of the
Corporation, which report shall be prepared in accordance with generally
accepted accounting principles consistently applied (except that the financial
report may (i) be subject to normal year-end audit adjustments neither
individually nor in the aggregate material and (ii) not contain all notes
thereto which may be required in accordance with generally accepted accounting
principles) and shall be certified by either the Chief Executive Officer or the
Chief Financial officer of the Corporation to have been so prepared, and which
shall include the following:

          (a) an income statement for such month or quarter, together with a
cumulative income statement from the first day of the then-current fiscal year
to the last day of such month or quarter;

          (b) a balance sheet as of the last day of such month or quarter;

          (c) a statement of cash flows for such month or quarter;

          (d) a comparison between the actual figures for such month or quarter,
the comparable figures (with respect to the foregoing clauses (a) and (b) only)
for the prior year (if any) and the comparable figures included in the Budget
(as hereinafter defined) for such month or quarter, with an explanation of any
material differences between them.

     The financial report for each fiscal quarter shall be accompanied by a
report by the Chief Executive Officer of the Corporation explaining business
developments and problems occurring during the quarter.

          7.2  Annual Reports.  Within 120 days after the end of each fiscal
               --------------
year of the Corporation, audited financial statements of the Corporation, which
shall include an income statement for such fiscal year and a balance sheet as of
the last day thereof, and statements of stockholders' equity and cash flows for
such fiscal year, each prepared in accordance with generally accepted accounting
principles consistently applied, certified by independent certified public
accountants of recognized national standing satisfactory to the Investors,
together with such accountants' annual management letter.

          7.3  Consolidated Financial Statements.  If for any period the
               ---------------------------------
Corporation shall have any subsidiary whose accounts are consolidated with those
of the Corporation, then in

                                      -12-
<PAGE>

respect of such period the financial statements delivered pursuant to the
foregoing Sections 7.1 and 7.2 shall be the consolidated and consolidating
financial statements of the Corporation and all such consolidated subsidiaries.

          7.4  Other Reports and Information.  Promptly upon becoming available:
               -----------------------------

               (a) copies of all financial statements, reports, notices, press
     releases, proxy statements and other documents sent by the Corporation to
     its stockholders or released to the public and copies of all regular and
     periodic reports, if any, filed by the Corporation with the Commission or
     any securities exchange; and

               (b) any other financial or other information available to
     management of the Corporation as any of the Investors shall have reasonably
     requested on a timely basis.

          7.5  Budgets and Operating Plans.  At least 30 days prior to the
               ---------------------------
beginning of each fiscal year of the Corporation, a monthly operating plan of
the Corporation, with monthly breakdowns, for such fiscal year (the "Budget").
The Budget shall be accepted as the Budget for such fiscal year when it has been
approved by the Board of Directors of the Corporation.  The Budget shall be
reviewed by the Corporation periodically and all changes therein and all
material deviations therefrom which are proposed to be made by the Corporation
shall be resubmitted to its Board of Directors and to each of the Investors in
advance and shall be accepted when approved by, and the Corporation shall not
make any such changes or material deviations to or from the Budget without such
prior approval of, its Board of Directors.  The Budget shall include an income
statement, balance sheet and cash flow information.

          7.6  Limitations on Rights of Investors under Section 7. The
               --------------------------------------------------
Corporation shall provide the information required by Sections 7.1 through 7.5
to each Investor and any Series C Transferee so long as such Investor or Series
C Transferee shall own at least 100,000 shares of the Common Stock (including in
such number shares of Common Stock issuable upon Conversion of Series C
Preferred) appropriately adjusted to take account of any stock split, stock
dividend, combination of shares or the like.  The foregoing provisions of this
Section 7 to the contrary notwithstanding, the Investors shall not have any
rights and the Corporation shall not have any obligations under the foregoing
provisions of this Section 7 at such time that the Common Stock is registered
under Section 12 of the Exchange Act.

     SECTION 8.  Additional Agreements of the Corporation.
     ---------   ----------------------------------------

          8.1  Right of First Refusal.
               ----------------------

               (a) Subject to the limitations set forth in paragraph (i) of this
Section 8.1 and in Section 8.9, the Corporation hereby grants to each Investor,
each Series B Investor, each Founder, and any of their respective permitted
assignees described in paragraph (j) of this Section 8.1 (each a "Right Holder")
the right of first refusal to purchase, pro rata, all (or any part) of any New
Securities (as defined in this Section 8.1 (b)) that the Corporation may, from
time to time, propose to sell or issue.  Each such Right Holder's pro rata
share, for purposes of

                                      -13-
<PAGE>

this right of first refusal, is the ratio of (i) the number of shares of Common
Stock then held of record by, or issuable on conversion of Series C Preferred,
Series B Preferred or Series A Preferred (collectively, "Preferred Stock") then
held of record by, such Right Holder to (ii) the sum of the total number of
shares of the Common Stock issued and outstanding plus the total number of
shares of Common Stock issuable upon conversion of the Preferred Stock, in each
case at such time (the "Basic Amount").

          (b) "New Securities" shall mean any equity securities of the
Corporation, whether now authorized or not, and rights, options, or warrants to
purchase said equity securities, and securities of any type whatsoever that are,
or may become, convertible into said equity securities; provided, however, that
                                                        --------  -------
"New Securities" does not include (i) securities offered to the public pursuant
to a registration statement filed under the Securities Act, the gross proceeds
to the Corporation from the sale of which would equal or exceed $20,000,000;
(ii) securities issued pursuant to the acquisition of another corporation by the
Corporation by merger, purchase of substantially all of the assets, or other
reorganization whereby the Corporation acquires not less than 51 % of the voting
power of such corporation; (iii) up to 1,200,000 shares (appropriately adjusted
to take account of any stock split, stock dividend, combination of shares or the
like) of Common Stock (or related options) issued to employees, officers or
other persons performing services for the Corporation pursuant to any stock
offering, plan or arrangement approved by the Board of Directors of the
Corporation, which number may be adjusted upward by the affirmative vote of two-
thirds of the whole Board of Directors; (iv) securities issued in connection
with any stock split, stock dividend or recapitalization by the Corporation; (v)
shares of Common Stock issued upon conversion of the Shares or the Warrant
Shares; (vi) securities issuable upon exercise or conversion of any rights,
options, warrants or convertible securities outstanding on the date of this
Agreement; (vii) securities issued to any financial institution in connection
with a loan transaction approved by the Board of Directors of the Corporation;
(viii) securities issued to vendors or customers or to other persons in similar
commercial situations with the Corporation, provided such issuance is approved
by the Board of Directors of the Corporation; (ix) securities issued in
connection with obtaining lease financing, whether issued to a lessor, guarantor
or other person involved in the financing, provided such issuance is approved by
the Board of Directors of the Corporation; (x) the Additional Shares; or (xi)
any right, option or warrant to acquire any security convertible into securities
excluded from the definition of New Securities pursuant to clauses (i) through
(x) above.

          (c) The Corporation shall not issue, sell or exchange, agree to issue,
sell or exchange, or reserve or set aside for issuance, sale or exchange any New
Securities unless the Corporation shall deliver to each Right Holder a written
notice of any proposed or intended issuance, sale or exchange of New Securities
(the "Offer"), which Offer shall (i) identify and describe the New Securities,
(ii) describe the price and other terms upon which they are to be issued, sold
or exchanged, and the number or amount of the New Securities to be issued, sold
or exchanged, (iii) identify the persons or entities to which or with which the
New Securities are to be offered, issued, sold or exchanged and (iv) offer to
issue and sell to or exchange with such Right Holder (a) such Right Holder's
Basic Amount, and (b) any additional portion of the New Securities as such Right
Holder shall indicate it will purchase or acquire should the other Right Holders
subscribe for less than their Basic Amounts (the "Undersubscription Amount").
Each Right Holder shall have the right, for a period of 30 days following
delivery of the Offer, to

                                      -14-
<PAGE>

purchase or acquire, at a price and upon the other terms specified in the Offer,
the number or amount of New Securities described above. The Offer by its terms
shall remain open and irrevocable for such 30-day period.

          (d) To accept an Offer, in whole or in part, a Right Holder must
deliver a written notice to the Corporation prior to the end of the 30-day
period of the Offer, setting forth the portion of the Right Holder's Basic
Amount that such Right Holder elects to purchase and, if such Right Holder shall
elect to purchase all of its Basic Amount, the Undersubscription Amount (if any)
that such Right Holder elects to purchase (the "Notice of Acceptance"). If the
Basic Amounts subscribed for by all Right Holders are less than the total New
Securities, then each Right Holder who has set forth an Undersubscription Amount
in its Notice of Acceptance shall be entitled to purchase, in addition to the
Basic Amount subscribed for, the Undersubscription Amount it has subscribed for;
provided, however, that should the Undersubscription Amounts subscribed for
-----------------
exceed the difference between the New Securities and the Basic Amounts
subscribed for (the "Available Undersubscription Amount"), each Right Holder who
has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the
Undersubscription Amount subscribed for by such Right Holder bears to the total
Undersubscription Amounts subscribed for by all Right Holders, subject to
rounding by the Board of Directors to the extent it reasonably deems necessary.

          (e) In the event that Notices of Acceptance are not given by the Right
Holders in respect of all the New Securities, the Corporation shall have 90 days
from the expiration of the period set forth in paragraph (c) above to issue,
sell or exchange all or any part of such New Securities as to which a Notice of
Acceptance has not been given by the Right Holders (the "Refused Securities"),
but only to the offerees or purchasers and only upon terms and conditions
(including, without limitation, unit prices and interest rates) which are
described in the Offer.

          (f) In the event the Corporation shall propose to sell less than all
the Refused Securities (any such sale to be in the manner and on the terms
specified in paragraph (e) above), then each Right Holder may, at its sole
option and in its sole discretion, reduce the number or amount of the New
Securities specified in its Notice of Acceptance to an amount that shall be not
less than the number or amount of the New Securities that the Right Holder
elected to purchase pursuant to paragraph (d) above multiplied by a fraction,
(i) the numerator of which shall be the number or amount of New Securities the
Corporation actually proposes to issue, sell or exchange (including New
Securities to be issued or sold to Right Holders pursuant to paragraph (d) above
prior to such reduction) and (ii) the denominator of which shall be the amount
of all New Securities.  In the event that any Right Holder so elects to reduce
the number or amount of New Securities specified in its Notice of Acceptance,
the Corporation may not issue, sell or exchange more than the reduced number or
amount of the New Securities unless and until such securities have again been
offered to the Right Holders in accordance with paragraph (c) above.

          (g) Upon the closing of the issuance, sale or exchange of all or less
than all the Refused Securities, the Right Holders shall acquire from the
Corporation, and the

                                      -15-
<PAGE>

Corporation shall issue to the Right Holders, the number or amount of New
Securities specified in the Notices of Acceptance, as reduced pursuant to
paragraph (f) above if the Right Holders have so elected, upon the terms and
conditions specified in the Offer. The purchase by the Right Holders of any New
Securities is subject in all cases to the preparation, execution and delivery by
the Corporation and the Right Holders of a purchase agreement relating to such
New Securities reasonably satisfactory in form and substance to the Right
Holders and their respective counsel.

          (h) Any New Securities not acquired by the Right Holders or other
persons in accordance with paragraph (e) above may not be issued, sold or
exchanged until they are again offered to the Right Holders under the procedures
specified in this Agreement.

          (i) This right of first refusal shall run to each Investor, each
Series B Investor, each Founder and any of their respective permitted assignees
under paragraph (j) of this Section 8.1 only for so long as they hold the
following number of shares of Common Stock (including in such number shares of
Common Stock issuable upon conversion of Preferred Stock):

              (i)  in the case of the Founders and the Series B Investors who
were parties to the Stock Purchase Agreement dated May 26, 1994, and their
respective permitted assignees, 50,000 shares; and

              (ii) in the case of all other Series B Investors and the
Investors, and their respective permitted assignees, 200,000 shares (including
shares held by their respective Affiliates (as hereinafter defined)).

          (j) This right of first refusal may be assigned, in whole or in part,
(i) to any Affiliate (as hereinafter defined) of any Right Holder or (ii) to any
assignee who acquires not less than 50,000 shares of Common Stock in the case of
an assignment from assignor described in clause (i) of paragraph (i) of this
Section 8.1, or 200,000 shares of Common Stock in the case of an assignment from
an assignor described in clause (ii) of paragraph (i) of this Section 8.1 (in
each case, including in such number shares of Common Stock issuable upon
conversion of Preferred Stock and appropriately adjusted to take account of any
stock split, stock dividend, combination of shares, or the like).  As used in
this Section, an Affiliate of a Right Holder shall mean any partner of the Right
Holder that is a partnership or any person or entity that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the Right Holder.

          (k) This Section 8.1 shall supersede and replace Section 8.1 of the
Series B Purchase Agreement, which Section 8.1 shall no longer have any force or
effect.  Without limiting the generality of the foregoing, the Right Holders
under Section 8.1 of the Series B Purchase Agreement hereby consent to the sale
of the Shares and the Warrants and waive their rights of first refusal under
Section 8.1 of the Series B Purchase Agreement (including their rights to notice
thereunder) in connection with the issuance and sale of the Shares and the
Warrants, the issuance of the Warrant Shares upon exercise of the Warrants, and
the issuance of the Reserved Shares upon conversion of the Shares and the
Warrant Shares.

                                      -16-
<PAGE>

     8.2  Keeping of Records and Books of Account.  The Corporation shall keep,
          ---------------------------------------
and cause each subsidiary to keep, adequate records and books of account, in
which complete entries will be made in accordance with generally accepted
accounting principles consistently applied, reflecting all financial
transactions of the Corporation and such subsidiary, and in which, for each
fiscal year, all proper reserves for depreciation, depletion, obsolescence,
amortization, taxes, bad debts and other purposes in connection with its
business shall be made.

     8.3  Insurance.  The Corporation will do or cause to be done all things
          ---------
necessary to preserve and maintain in full force and effect fire and casualty
insurance policies, with extended coverage, on its properties, assets, business
and personnel, in amounts deemed adequate by the Corporation, and in accordance
with the standards of the industry in which the Corporation operates, sufficient
in amount to allow it to replace any of its properties which might be damaged or
destroyed.

     8.4  Key Man Life Insurance.  The Corporation shall use its best efforts to
          ----------------------
maintain in force a policy of life insurance, naming the Corporation as
beneficiary, on the life of Dr. Hubert Koster, in the amount of US$1,000,000.

     8.5  Maintenance of Corporate Existence, etc.  The Corporation will do or
          ---------------------------------------
cause to be done all reasonable things necessary to preserve and keep in full
force and effect its existence and all of its rights (charter and statutory),
subject in all cases to the exercise by the Board of Directors of the
Corporation of their fiduciary obligations.  The Corporation shall comply in all
respects with the provisions of its Certificate of Incorporation and By-laws.

     8.6  Maintenance of Facilities.  The Corporation will cause all facilities
          -------------------------
owned or leased in the conduct of its business to be maintained and kept in good
condition and repair and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Corporation may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
                                                                     --------
however, that nothing in this Section shall prevent the Corporation from
-------
discontinuing the lease or maintenance of any such facilities if such
discontinuance is, in the good faith judgment of the Board of Directors of the
Corporation, desirable in the conduct of its business and would not have a
material adverse effect on the Corporation.

     8.7  Payment of Taxes.  The Corporation will pay or discharge or cause to
          ----------------
be paid or discharged, before the same shall become delinquent, (1) all material
taxes, assessments and governmental charges levied or imposed upon the
Corporation or upon the income, profits or property of the Corporation; and (2)
all material liabilities of the Corporation; provided, however, that the
                                             --------  -------
Corporation shall not be required to pay or discharge or cause to be paid or
discharged any such tax assessment, liability, or charge, whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings if adequate reserves therefor have been established in accordance
with generally accepted accounting principles.

                                      -17-
<PAGE>

     8.8  Compliance with Applicable Laws.  The Corporation shall conduct its
          -------------------------------
business in compliance in all material respects with all laws and valid
requirements of governmental authorities relating to the conduct of its business
or to its properties or assets.

     8.9  Limitation On Rights of Investors.  The rights of Right Holders other
          ---------------------------------
than the Investors under Section 8.1, and the obligations of the Corporation to
Right Holders other than the Investors under Section 8.1, shall terminate and be
of no effect upon and following the closing of a firm commitment underwritten
public offering of the Corporation's Common Stock pursuant to an effective
registration statement under the Securities Act in which (i) the offering price
per share is not less than $4.50 (prior to underwriter's discounts and
commissions), appropriately adjusted to take account of any stock split, stock
dividend, combination of shares, or the like, and (ii) the aggregate gross
proceeds to the Corporation from such offering are not less than $10 million.
The rights of the Investors under Sections 8.1 through 8.8, inclusive, and the
obligations of the Corporation to Investors under Sections 8.1 through 8.8,
inclusive, shall terminate and be of no effect upon and following the closing of
a firm commitment underwritten public offering of the Corporation's Common Stock
pursuant to an effective registration statement under the Securities Act in
which (i) the offering price per share is not less than $9.45 (prior to
underwriter's discounts and commissions), appropriately adjusted to take account
of any stock split, stock dividend, combination of shares, or the like, and (ii)
the aggregate gross proceeds to the Corporation from such offering are not less
than $20 million.

     8.10  Proprietary Information and Invention Assignment Agreements.  As soon
           -----------------------------------------------------------
as practicable after the Initial Closing, the Corporation will use reasonable
efforts to cause each senior technical employee who has not already signed an
agreement with the Corporation relating to the protection of proprietary
information and the assignment of inventions to sign such an agreement in a form
acceptable to the Board of Directors of the Corporation.

     SECTION 9.  Expenses.
     ---------   --------

     9.1  Expenses.  The Corporation shall pay the reasonable fees and
          --------
disbursements of one or more special counsel to the Investors in connection with
the transactions contemplated by this Agreement, up to a maximum aggregate
amount of $10,000.  Otherwise, the Corporation and the Investors shall each bear
their own expenses, including the fees and disbursements of their respective
counsel, incurred in connection with the purchase and sale of the Shares and the
Warrants.

     9.2  Brokers.  No party to this Agreement has employed any broker or finder
          -------
in connection with the transactions contemplated hereby.  No person or entity
will have, as a result of the transactions contemplated by this Agreement, any
right, interest or valid claim against or upon any such party of any commission,
fee or other compensation as a finder or broker because of any act or omission
by such party or any agent of such party.  Each party to this Agreement agrees
to indemnify and hold the others harmless from payment of any brokerage fee,
finders fee, or commission claimed by any third party who claims to have been
involved because of association with such party.

                                      -18-
<PAGE>

     SECTION 10.  Exchanges; Lost, Stolen or Mutilated Certificates.  Upon
     ----------   -------------------------------------------------
surrender by any Investor to the Corporation of a Warrant or a certificate or
certificates representing shares of Series C Preferred purchased or acquired by
such Investor hereunder or under the Warrants, or representing Reserved Shares
received upon conversion of any such shares of Series C Preferred, the
Corporation at its expense shall issue in exchange therefor, and deliver to such
Investor, a new Warrant or a new certificate or certificates representing such
shares, in such denomination or denominations as may be requested by such
Investor. Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of any Warrant or any certificate representing
any shares of Series C Preferred purchased or acquired by the Investor hereunder
or under the Warrants, or representing Reserved Shares received upon conversion
of any such shares of Series C Preferred and in case of any such loss, theft or
destruction, upon delivery of any indemnity agreement satisfactory to the
Corporation, or in case of any such mutilation, upon surrender and cancellation
of such Warrant or such certificate, the Corporation at its expense shall issue
and deliver to such Investor a new Warrant or a new certificate for such shares
of Series C Preferred or Reserved Shares, of like tenor, in lieu of such lost,
stolen or mutilated certificate.

     SECTION 11.  Survival of Representations, Warranties and Agreements.  The
     ----------   ------------------------------------------------------
covenants, representations and warranties of the parties contained herein shall
survive any Closing hereunder.  Each of the parties may rely on such covenants,
representations and warranties irrespective of any investigation made, or notice
or knowledge held by, it or any other person.  All statements contained in any
certificate or other instrument delivered by any party pursuant to this
Agreement or in connection with the transactions contemplated by this Agreement
shall constitute representations and warranties by such party under this
Agreement.

     SECTION 12.  Remedies.  In case any one or more of the covenants or
     ----------   --------
agreements set forth in this Agreement shall have been breached by the
Corporation, the Investors may proceed to protect and enforce their rights
either by suit in equity or by action at law, including, but not limited to, an
action for damages as a result of any such breach or an action for specific
performance of any such covenant or agreement contained in this Agreement.

     SECTION 13.  Successors and Assigns.  This Agreement shall be binding upon,
     ----------   ----------------------
and inure to the benefit of, each of the parties hereto and, except as otherwise
expressly provided herein, each other person who shall become a registered
holder named in any Warrant or any certificate evidencing shares of Common Stock
or Series C Preferred transferred to such holder by any of the Investors or
their permitted transferees, and (except as aforesaid) their respective legal
representatives, successors and assigns.

     SECTION 14.  Entire Agreement; Effect on Prior Documents.  This Agreement
     ----------   -------------------------------------------
and the other documents referred to herein or delivered pursuant hereto contain
the entire agreement among the parties with respect to the financing
transactions contemplated hereby and supersede all prior negotiations,
commitments, agreements and understandings among them with respect thereto.

     SECTION 15.  Notices.  All notices, requests, consents and other
     ----------   -------
communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument

                                      -19-
<PAGE>

delivered in person or duly sent by first class mail postage prepaid (other than
to non-U.S. parties) or fax or DHL, Federal Express or 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.
               11555 Sorrento Valley Road
               Suite C
               San Diego, California 92121
               Attention: President
               Fax: (619) 350-0344

               with a copy to:

               David R. Pierson, Esq.
               Foley, Hoag & Eliot LLP
               One Post office Square
               Boston, Massachusetts 02109
               Fax:  (617) 832-7000

          (ii) if to the Investors, to their respective addresses set forth on
               the Schedule of Investors.
                   ---------------------

     SECTION 16.  Amendments; Waivers.  This Agreement may be amended, and
     ----------   -------------------
compliance with the provisions of this Agreement may be omitted or waived, by
the written agreement of the Corporation and Investors or assignees of their
rights hereunder holding two thirds in voting power of the Series C Preferred
(and Common Stock issued upon conversion thereof) held by the Investors and such
assignees.  Sections 8.1 and 8.9 hereof and this Section 16 may be amended only
with the further written agreement of Series B Investors or assignees of their
rights hereunder holding 85 % of the voting power of the Series B Preferred (or
Common Stock issued upon conversion thereof) held by the Series B Investors or
such assignees.

     SECTION 17.  Counterparts.  This Agreement may be executed in any number of
     ----------   ------------
counterparts, each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute but one
agreement.  Any such counterpart may contain one or more signature pages.

     SECTION 18.  Headings.  The headings of the various sections of this
     ----------   --------
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a pan of this Agreement.

     SECTION 19.  Nouns and Pronouns.  Whenever the context may require, any
     ----------   ------------------
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.

                                      -20-
<PAGE>

     SECTION 20.  Governing Law.  This Agreement shall be governed by, and
     ----------   -------------
construed and enforced in accordance with, the substantive laws of The
Commonwealth of Massachusetts, without regard to its principles of conflicts of
laws.

     SECTION 21.  Severability.  Any provision of this Agreement that is
     ----------   ------------
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     SECTION 22.  Information Confidential.  Each Investor acknowledges that the
     ----------   ------------------------
information received by it pursuant hereto (including without limitation under
Section 7 hereof) is confidential and for its use only and such Investor will
not reproduce, disclose or disseminate such information to any other person
(other than its employees or agents having a need to know the contents of such
information), except in connection with the exercise of rights under this
Agreement, unless the Corporation has made such information available to the
public generally or such Investor is required to disclose such information by
law or by any court or other governmental body; provided, however, that an
                                                --------
Investor may make general statements concerning the nature and progress of the
Corporation's business and may include summary financial information concerning
the Corporation in such Investor's reports to its partners or shareholders.  The
obligation of confidentiality set forth in this Section shall not apply to
information (i) generally known on a non-confidential basis (without fault of an
Investor) to companies in the Corporation's line of business; (ii) lawfully
obtained by an Investor without restriction on disclosure; (iii) known to an
Investor prior to receipt from the Corporation without restriction on
disclosure; or (iv) independently developed by an Investor without use of
information provided by the Corporation.

                                     * * *

                                      -21-
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Series C Convertible
Preferred Stock Agreement as of the day and year first written above.

                              SEQUENOM, INC.


                              By:  /s/ illegible
                                   ----------------------------------------
                                   Its President

     For purposes of Sections 8.1 and 8.9 only:

                    FOUNDERS:


                              /s/ Hubert Koster
                              ---------------------------------------------
                              Hubert Koster

                              /s/ Nola Masterson
                              ---------------------------------------------
                              Nola E. Masterson

                              /s/ Robert Patterson
                              ---------------------------------------------
                              Robert E. Patterson

                    SERIES B INVESTORS:

                              TVM TECHNO VENTURE
                              ENTERPRISES NO. II
                              LIMITED PARTNERSHIP

                              By:  TVM Techno Venture Management
                                   Limited Partnership
                                     its General Partner
                              By:  TVM Management Corporation
                                     its General Partner

                              By: /s/ illegible
                                  -----------------------------------------
                                    Name:
                                    Title:

                                      -22-
<PAGE>

                              TVM INTERTERTECH LIMITED
                              PARTNERSHIP

                              By:  TVM Techno Venture Management
                                   Limited Partnership
                                     its General Partner
                              By:  TVM Management Corporation
                                     its General Partner



                              By: /s/ illegible
                                  -----------------------------------------
                                  Its:

                              TVM ZWEITE BETEILIGUNG-US
                              LIMITED PARTNERSHIP

                              By:  TVM Techno Venture Management
                                   Limited Partnership
                                     its General Partner
                              By:  TVM Management Corporation
                                     its General Partner


                              By: /s/ illegible
                                  -----------------------------------------
                                  Its:


                                      -23-
<PAGE>

                              TVM EUROTECH LIMITED
                              PARTNERSHIP
                              By:  TVM Techno Venture Management
                                   Limited Partnership
                                     Its General Partner
                              By:  TVM Management Corporation
                                     Its General Partner


                              By: /s/ illegible
                                  -----------------------------------------
                                  Its:


                              TVM TECHNO VENTURE
                              INVESTORS NO. 1 LIMITED
                              PARTNERSHIP


                              By: /s/ illegible
                                  -----------------------------------------
                                  General Partner


                              KBL FOUNDER VENTURES SCA


                              By:  ______________________________________
                                   Its:


                              ALPINVEST INTERNATIONAL B. V.


                              By: /s/ illegible         /s/ illegible
                                  ---------------------------------------
                                  Its:  authorized signatories


                              BOSTON UNIVERSITY NOMINEE PARTNERSHIP


                              By:  ______________________________________
                                   General Partner

                                      -24-
<PAGE>


                              /s/ Gerald E. Coughlan
                              ---------------------------------------------
                              Gerald E. Coughlan

                              /s/ Charles P. Floe
                              ---------------------------------------------
                              Charles P. Floe

                              /s/ Hellmut Kirchner
                              ---------------------------------------------
                              Hellmut Kirchner

                              /s/ Herwig Brunner
                              ---------------------------------------------
                              Herwig Brunner

                              /s/ Franz A. Wirtz
                              ---------------------------------------------
                              Franz A. Wirtz

                              /s/ Hannemarie Wirtz
                              --------------------------------------------
                              Hannemarie Wirtz

                              /s/ Hubert Koster
                              ---------------------------------------------
                              Hubert Koster

                              /s/ Ernst-Gunter Afting
                              ---------------------------------------------
                              Ernst-Gunter Afting


                              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

                                     -25-


<PAGE>

                                        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
<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement


                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i.) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997 among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     EXECUTED this 8th day of May, 1997.

                            TVM TECHNO VENTURE
                            ENTERPRISES NO.  II
                            LIMITED PARTNERSHIP
76,064
------------------------
Shares Purchased            By: TVM Techno Venture Management
                                Limited Partnership,
                                its general partner
7,606                       By: TVM Management Corporation
------------------------        its general partner
Number of Shares subject
to Warrants Purchased

$239,601.60                 By:  /s/ illegible
------------------------    ------------------------------------
Total Purchase Price        Its: Treasurer
<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.

                                TVM INTERTECH
                                LIMITED PARTNERSHIP

      50,709                    By:  TVM Techno Venture Management
------------------------             Limited Partnership,
Shares Purchased                     its general partner

       5,070
------------------------
Number of Shares subject        By:  TVM Management Corporation,
to Warrants Purchased                its general partner

      $159,733.35
------------------------
Total Purchase Price            By:  /s/ illegible
                                     -------------------------------------
                                Its: Treasurer
<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.

                                TVM ZWEITE BETEILIGUNG-US
                                LIMITED PARTNERSHIP

   152,127                      By:  TVM Techno Venture Management
-----------------------              Limited Partnership,
Shares Purchased                     its general partner

   15,212
-----------------------
Number of Shares subject        By:  TVM Management Corporation,
to Warrants Purchased                its general partner

   $479,200.15
-----------------------
Total Purchase Price            By:  /s/ illegible
                                  ---------------
                                Its:  Treasurer
<PAGE>

                                SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.

                                TVM EUROTECH
                                LIMITED PARTNERSHIP

   101,418                      By:  TVM Techno Venture Management
 -----------------------             Limited Partnership,
Shares Purchased                     its general partner

 10,141
------------------------
Number of Shares subject        By:  TVM Management Corporation,
to Warrants Purchased                its general partner

$319,466.70
------------------------
Total Purchase Price            By:  /s/ illegible
                                     ----------------------------------
                                Its: Treasurer
<PAGE>

                                SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.

                                TVM TECHNO VENTURE
                                INVESTORS NO. 1
                                LIMITED PARTNERSHIP

  8,253                         By:  TVM Techno Venture Management
-------------------------            Limited Partnership,
Shares Purchased                     its general partner

   825
-------------------------
Number of Shares subject        By:  TVM Management Corporation,
to Warrants Purchased                its general partner

 $25,996.95
-------------------------
Total Purchase Price            By:  /s/ illegible
                                     -------------------------------------
                                Its:
<PAGE>

                                SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                              /s/ KBL Founders SCA
                              ---------------------------------------
                              (print name)

_____________________
Shares Purchases              By:  /s/ [SIGNATURE ILLEGIBLE]^^
                                   ----------------------------------


_____________________         Title: J. WEYNANDT   M. LOGELIN
Number of Shares subject           ----------------------------------
Director                               Director    Director
to Warrants Purchases


                              Address:_______________________________
_____________________
Total Purchase Price          ______________________________________

                              ______________________________________

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                              ALPINVEST INTERNATIONAL B.V.
                              ----------------------------
                              (print name)


    317,460                     By:  /s/ J.M. Davids        /s/ J.H.M. Dols
------------------------             -----------------------------------------
Shares Purchases

    31,746                      Title: authorized signatories
------------------------               ---------------------------------------
Number of Shares subject
to Warrants Purchases

                                Address:  Gooimeer 3
                                          ------------------------------------
   USD 999,999                            1411 DC NAARDEN
 --------------                 ----------------------------------------------
Total Purchase Price                      The Netherlands
                                ----------------------------------------------


<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                                      Hellmut Kirchner
                                      ---------------------------
    15,873                            (print name)
----------------------
Shares Purchases
                                      By: /s/ ILLEGIBLE^^
                                         ------------------------
    1,587                             Title:_____________________
----------------------
Number of Shares subject
to Warrants Purchases
                                      Address: MARTELSGRABEN
                                              -------------------

   USD 50,000.00                      D-82327  [illegible]
 ---------------------                ---------------------------
Total Purchase Price
                                      ___________________________

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                                Hellmut Kirchner
                              --------------------------------------------
                              (print name)

    222,222
-----------------------
Shares Purchases              By: /s/ Hellmut Kirchner
                                  ----------------------------------------

    22,222                    Title: as Trustee
-----------------------             --------------------------------------
Number of Shares subject
to Warrants Purchases

    USD 700,000.00            Address: MARTELSGRABEN 2
-----------------------               ------------------------------------
Total Purchase Price          D-82327 TUTZING
                              --------------------------------------------

                              --------------------------------------------

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                              Franz Wirtz
                              --------------------------------------------
                              (print name)

    16,667
------------------------
Shares Purchases              By: /s/ Franz Wirtz
                                  ----------------------------------------

    1,666                     Title:
------------------------
Number of Shares subject
to Warrants Purchases

                              Address:  Atzenach 37
                                        ----------------------------------
    $52,501.05                          D-52223 Stolberg
-------------------------     --------------------------------------------
Total Purchase Price                    Germany
                              --------------------------------------------

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                        Initial Investor Signature Page
                        -------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.


     EXECUTED this 8th day of May, 1997.


                              Hannemarie Wirtz
                              ------------------------------------------
                              (print name)

    16,667
------------------------
Shares Purchases              By: /s/ Hannemarie Wirtz
                                  --------------------------------------

    1,666                     Title:
------------------------            ------------------------------------
Number of Shares subject
to Warrants Purchases

                              Address:   Atzenach 37
                                         -------------------------------
      $52,501.05                         D-52223 Stolberg
------------------------      ------------------------------------------
Total Purchase Price                     Germany
                              ------------------------------------------


<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 15th day of December, 1997.

                              SVE Star Ventures Managementgesellschaft
                              GmbH Nr 3 & Co. Beteiligungs KG
                              ---------------------------------------------
                              (print name)


                              By: /s/ Meir Barel
                                  -----------------------------------------


                              By: SVM Star Ventures Managementgesellschaft
                                  mbH Nr 3- Managing Partner
                                  -----------------------------------------

                              By: Dr. Meir Barel - Managing Partner
                                  -----------------------------------------

                              Address:  Star Ventures Management
                                       ------------------------------------
                                        Possartstrasse 9
                              ---------------------------------------------
                                        D-81679 Munich, Germany
                              ---------------------------------------------

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 15th day of December, 1997.

                              SVE Star Ventures Enterprises No. IIIA,
                              a German Civil Law Partnership
                              (with limitation of liability)
                              ---------------------------------------------
                              (print name)


                              By: /s/ Meir Barel
                                  -----------------------------------------



                              By: SVM Star Ventures Managmentgesellschaft
                                  mbH Nr. 3 Managing Partner
                                  Dr. Meir Barel - Managing Partner
                                  -----------------------------------------

                              By: Dr. Meir Barel - Managing Partner
                                  -----------------------------------------


                              Address:
                                        Star Venture Management
                                       ------------------------------------
                                        Possartstrasse 9
                              ---------------------------------------------
                                        D-81679 Munich, Germany
                              ---------------------------------------------



<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 15th day of December, 1997.

                              SVE Star Ventures Enterprises No. III,
                              a German Civil Law Partnership
                              (with limitation of liability)

                              --------------------------------------------
                              (print name)


                              By: /s/ Meir Barel
                                  ----------------------------------------

        By: SVM Star Ventures Managementgesellschaft mhH Nr. 3 - Managing
             Partner

                              By: Dr. Meir Barel - Managing Partner
                                  ----------------------------------------

                              Address:  Star Ventures Management
                                        ----------------------------------
                                        Possartstrasse 9
                              --------------------------------------------
                                        D-81679 Munich, Germany
                              --------------------------------------------


<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 16th day of December, 1997.

                                    S.R. One, Limited
                                    -----------------------------------------
                                    (print name)


                                    By: /s/ Raymond Whitaker
                                        -------------------------------------
                                        Raymond J. Whitaker, Ph.D


                                    Title: Vice President
                                           ----------------------------------

                                    Address: 565 E. Swedesford Rd., Suite 315
                                            ---------------------------------
                                             Wayne, PA 19087
                                    -----------------------------------------
                                    -----------------------------------------

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 17th day of December, 1997.

                                       GLS LP INVESTMENT III LIMITED

                                       Laurence McNairn
                                       ---------------------------------------
                                       (print name)


                                       By: /s/ illegible
                                       ---------------------------------------

                                       Title: Director
                                              --------------------------------

                                       Address: Barfield House
                                                ------------------------------
                                                St. Julian's Avenue
                                       ---------------------------------------
                                                St. Peter Port Guernsey GY13QL
                                       ---------------------------------------

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 8th day of January, 1998.

                                          KLEINWORT BENSON LIMITED



                                          __________________________________
                                          (print name)


                                          By: /s/ Christopher Wright
                                              --------------------------------
                                              Christopher Wright


                                          Title: Managing Director

                                          Address: 20 Fenchurch Street
                                                   ---------------------------
                                                   London EC3P 3DB
                                          ------------------------------------
                                                   United Kingdom
                                          ------------------------------------

With copies of all correspondence to:
------------------------------------

Dresdner Kleinwort Benson
75 Wall Street
New York, NY 10005
Attn: C. Wright & J.S. Walker

<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 8th day of January, 1998.

                              LOMBARD ODIER 4 CIE
                              ---------------------------------------------
                              (print name) par procuration:


                              By: /s/ illegible
                                  -----------------------------------------

                              Title:  Vice-President          Assistant V.P.
                                    ----------------------------------------


                              Address:   11 Rue de la Corraterie
                                       -------------------------------------
                                        CH-1204 Geneva Switzerland
                              ----------------------------------------------

                              ----------------------------------------------
<PAGE>

                                 SEQUENOM, INC.

            Series C Convertible Preferred Stock Purchase Agreement

                       Additional Investor Signature Page
                       ----------------------------------

     By executing this page in the space provided, the undersigned investor
hereby agrees (i) that it is an "Additional Investor" as defined in the Series C
Convertible Preferred Stock Purchase Agreement dated as of May 8, 1997, among
Sequenom, Inc. (the "Corporation") and certain investors named on the Schedule
                                                                      --------
of Investors thereto (the "Purchase Agreement"), (ii) that it is a party to the
------------
Purchase Agreement for all purposes and (iii) that it is bound by all terms and
conditions of the Purchase Agreement.

     Attached hereto is an addendum to the Schedule of Investors to the Purchase
                                           ---------------------
Agreement, setting forth the name of the undersigned and the number of shares of
the Corporation's Series C Convertible Preferred Stock purchased by it pursuant
to the Purchase Agreement.


     EXECUTED this 8th day of January, 1998.

                                             Merifin Capital N.V.
                                             -----------------------------------
                                             (print name)

                                             By: /s/ Christopher Wright
                                                --------------------------------
                                                Christopher Wright

                                             Title: Attorney-in-fact
                                                   -----------------------------

                                             Address: c/o Finabel SA
                                                      --------------------------
                                                      254 Route de Lausanne
                                             -----------------------------------
                                                      CH-1292 Geneva, Chambasy
                                             -----------------------------------
                                                      Switzerland
                                                      Attn: Guillaume de Rham

With copies to:  Merifin Capital N.V.
--------------
                 Avenue Lloyd George 6
                 Boite 8
                 B-1000 Brussels, Belgium
                 ATTN: Coen N. Teulings
<PAGE>

                             SCHEDULE OF INVESTORS


<TABLE>
<CAPTION>
                                                      Number of Shares of
                                                      Series C Preferred        Number of Shares      Aggregate Purchase
Initial Investor                                            Stock              Subject to Warrant            Price
_________________________________________________     ___________________      __________________    ___________________
<S>                                                   <C>                      <C>                   <C>
TVM Techno Venture                                                 76,064                   7,606         $  239,601.60
 Enterprises No. 11
 Limited Partnership
c/o TVM Techno Venture
 Management ("TVM")
 101 Arch Street, Suite 1950
 Boston, MA 02210
TVM Intertech                                                      50,709                   5,070         $  159,733.35
 Limited Partnership
c/o TVM
TVM Zweite Beteiligung-US                                         152,127                  15,212         $  479,200.05
 Limited Partnership
 c/o TVM
TVM Eurotech Limited                                              101,418                  10,141         $  319,466.70
 Partnership
c/o TVM
TVM Techno Venture                                                  8,253                     825         $   25,996.95
 Investors No. 1
 Limited Partnership
c/o TVM
KBL Founder Ventures SCA                                           87,619                   8,761         $  275,999.85
43, Boulevard Royal
L - XX55 Luxembourg
Alpinvest International B.V.                                      317,460                  31,746         $  999,999.00
Gooimeer 3
NL-1410 AB Naarden
The Netherlands
Hellmut Kirchner                                                   15,873                   1,587         $   49,999.95
Martelsgraben 2
82327 Tutzing
Germany
Hellmut Kirchner,                                                 222,222                  22,222         $  699,999.30
  as Trustee
Martelsgraben 2
82327 Tutzing
Germany
Franz A. Wirtz                                                     16,667                   1,666         $   52,501.05
Atzenach 37
D-52223 Stolberg
Germany
Hannemarie Wirtz                                                   16,667                   1,666         $   52,501.05
Atzenach 37
D-52223 Stolberg
Germany
TOTAL                                                           1,065,079                 106,502         $3,354,998.85
</TABLE>
<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>

                       Number of Shares of Series C
Investor               Preferred Stock                Aggregate Purchase Price
--------------------   -----------------------------  -------------------------
<S>                    <C>                            <C>
SVM Star Ventures                -68,762-                    USD216,600-
Managementgesellschaft
mbH Nr. 3 & Co. Beteiligungs
KG
</TABLE>

SVM Star Ventures Managementgesellschaft
mbH Nr. 3 & Co. Beteiligungs KG
--------------------------------------
Print Name of Investor

By /s/ illegible
  ------------------------------------
     By:  SVM Star Ventures Managementgesellschaft mbH Nr. 3 - Managing Partner
     By:  Dr. Meir Barel - Managing Partner

Date:  December 15, 1997
     ---------------------------------

Accepted and agreed to this
12 day of  January    , 1998
--        -----------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   -----------------------------------
 Its:  President
<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                               Number of Shares of Series C
Investor                       Preferred Stock                Aggregate Purchase Price
---------------------          ----------------------------   ------------------------
<S>                            <C>                            <C>
SVE Star Ventures                        -13,047                      USD41,100.-
Enterprises No. IIIA, a
German Civil Law Partnership
(with limitation of liability)
</TABLE>




SVE Star Ventures Enterprises No. IIIA,
a German Civil Law Partnership
(with limitation of liability)
----------------------------------------
Print Name of Investor


By /s/ illegible
  --------------------------------------
     By:  SVM Star Ventures Managementgesellschaft mbH Nr. 3 - Managing Partner
     By:  Dr. Meir Barel - Managing Partner

Date:  December 15, 1997
       ---------------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   -------------------------------------
 Its:  President
<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                                Number of Shares of Series C
Investor                        Preferred Stock                    Aggregate Purchase Price
----------------                ----------------------------       ------------------------
<S>                             <C>                                <C>
SVE Star Ventures                        -156,286-                        USD492,300.
Enterprises No. III, a German
Civil Law Partnership (with
limitation of liability)
</TABLE>


SVE Star Ventures Enterprises No. III,
a German Civil Law Partnership
(with limitation of liability)
------------------------------------
Print Name of Investor


By /s/ illegible
  ----------------------------------
     By:  SVM Star Ventures Managementgesellschaft mbH Nr. 3 - Managing Partner
     By:  Dr. Meir Barel - Managing Partner

Date:  December 15, 1997
       -----------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   ---------------------------------
 Its:  President
<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997


                       Number of Shares of Series C
Investor               Preferred Stock                  Aggregate Purchase Price
--------------------   ------------------------------   ------------------------

S.R. One, Limited                   507,936                     $1,599,998.40


S.R. One, Limited
----------------------
Print Name of Investor


By  /s/ illegible
  ------------------------------------
        Its:  Vice President

Date:  December 16, 1997
       -------------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
     ---------------------------------
  Its:  President

<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                     Number of Shares of Series C
Investor             Preferred Stock                 Aggregate Purchase Price
-------------------- -----------------------------   ---------------------------
<S>                  <C>                             <C>
                              793,650                        $2,500,000
</TABLE>



GLS LP INVESTMENT III LIMITED
-----------------------------------
Print Name of Investor


By  /s/ illegible
  ---------------------------------
 Its:  Director

Date:  17 December 1997
       ----------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   --------------------------------
 Its:
<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                     Number of Shares of Series C
Investor             Preferred Stock                Aggregate Purchase Price
-------------------  ----------------------------   ------------------------
<S>                  <C>                            <C>
                                317,460                     1,000,000
</TABLE>



Kleinwort Benson Limited
--------------------------------------
Print Name of Investor


By  /s/ illegible
  ------------------------------------
     Its:  Managing Partner

Date:  8 January 1998
    ----------------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   -----------------------------------
 Its:

<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                      Number of Shares of Series C
Investor              Preferred Stock                   Aggregate Purchase Price
--------------------- -----------------------------     ------------------------
<S>                   <C>                               <C>
Lombard Odier & Cie             952,381                        $3,000,000
</TABLE>

Lombard Odier & Cie
----------------------
Print Name of Investor


By  /s/ illegible         /s/ illegible
  --------------------------------------
    Vice-Pres.            Assistant V.P.

Date:  January 8, 1998
       ---------------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   -------------------------------------
 Its:  President



<PAGE>

                                ADDENDUM TO THE
                             SCHEDULE OF INVESTORS
                                     TO THE
                         SERIES C CONVERTIBLE PREFERRED
                            STOCK PURCHASE AGREEMENT
                            DATED AS OF MAY 8, 1997

<TABLE>
<CAPTION>
                     Number of Shares of Series C
Investor             Preferred Stock                   Aggregate Purchase Price
-------------------- -----------------------------     ------------------------
<S>                  <C>                               <C>
                                158,730                         500,000
</TABLE>



/s/ Merifin Capital N.V.
-------------------------------------
Print Name of Investor


By  /s/ illegible
    ---------------------------------
        Its:  Attorney-in-fact

Date:  8 January 1998
       ------------------------------

Accepted and agreed to this
12th day of January, 1998
----        -------


SEQUENOM, INC.


By:  /s/ Hubert Koster
   ----------------------------------
 Its:
<PAGE>

                                   EXHIBIT 1
                                   ---------


                            Certificate of Amendment
                            ------------------------

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                               OF SEQUENOM, INC.

     Sequenom, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:    That at a meeting of the Board of Directors of said corporation
          resolutions were duly adopted proposing and declaring advisable that
          the Certificate of Incorporation of said corporation be amended and
          that such amendment be submitted to the stockholders of the
          Corporation for their consideration, as follows:

     RESOLVED:  That the Board of Directors of this Corporation recommends and
                deems it advisable that the Certificate of Incorporation of this
                Corporation, as heretofore amended, be further amended by
                deleting Article FOURTH thereof and substituting for said
                Article FOURTH the new Article FOURTH set forth on Exhibit A
                                                                   ---------
                attached hereto; and

     RESOLVED:  That the aforesaid proposed amendment be submitted to the
                stockholders of the Corporation for their consideration; and

     RESOLVED:  That following the approval by the stockholders of the aforesaid
                amendment as required by law, the officers of this Corporation
                be, and they hereby are, and each of them hereby is, authorized
                and directed (i) to prepare, execute and file with the Secretary
                of State of the State of Delaware a Certificate of Amendment
                setting forth the aforesaid amendment in the form approved by
                the stockholders and (ii) to take any and all other actions
                necessary, desirable or convenient to give effect to the
                aforesaid amendment or otherwise to carry out the purposes of
                the foregoing Resolutions.

SECOND:   That in lieu of a meeting and vote of stockholders, the stockholders
          have given written consent to said amendments in accordance with the
          provisions of section 228 of the General Corporation Law of the State
          of Delaware, and written notice of the adoption of the amendments has
          been given as provided in section 228 of the General Corporation Law
          of the State of Delaware to every stockholder entitled to such notice.

THIRD:    That the aforesaid amendments were duly adopted in accordance with the
          applicable provisions of sections 228 and 242 of the General
          Corporation Law of the State of Delaware.
<PAGE>

     IN WITNESS WHEREOF, said Sequenom, Inc. has caused this certificate to be
signed by Fareed Kureshy, its President, and attested by David R. Pierson, its
Secretary, this 8th day of May, 1997.

<TABLE>
<CAPTION>

ATTEST:                                  SEQUENOM, INC.
<S>                                      <C>


By:  /s/ David Pierson                   By:  /s/ Fareed Kureshy
   ______________________                   _______________________
         Its Secretary                            Its President
</TABLE>




                                      -2-
<PAGE>

                                   EXHIBIT A
                                   ---------


FOURTH:  The total number of shares of all classes of stock which the
------
Corporation has authority to issue is 17,209,774 shares, consisting of 9,218,000
shares of Common Stock, par value $.001 per share (the "Common Stock"),
1,650,000 shares of Series A Convertible Preferred Stock, par value $.001 per
share (the "Series A Preferred Stock"), 2,976,663 shares of Series B Convertible
Preferred Stock, par value $.001 per share  (the "Series B Preferred Stock") and
3,3651,081 shares of Series C Convertible Preferred Stock, par value $.001 per
share (the "Series C Preferred Stock", and, together with the Series A Preferred
Stock and the Series B Preferred Stock, the "Preferred Stock"), amounting to an
aggregate par value of $17,209,774.

     The powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect of each class or series of stock of the
Corporation shall be as follows:

     Section 1.   Liquidation Rights.
     ---------    ------------------

            (a)   Liquidation Payments.
                  --------------------

                  (i)  In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary, the
holders of shares of the Series C Preferred Stock and the Series B Preferred
Stock shall be entitled to be paid first out of the assets of the Corporation
available for distribution to holders of the Corporation's capital stock of all
classes the following amounts:

                       (1)  in the case of the- Series C Preferred Stock, an
amount equal to the greater of:

                            (A)  $3.15 per share of the Series C Preferred Stock
(which amount shall be subject to equitable adjustment whenever there shall
occur a stock dividend, stock split, combination of shares, reclassification or
other similar event with respect to the Series C Preferred Stock) plus all
dividends declared but unpaid thereon, to and including the date full payment
shall be tendered to the holders of the Series C Preferred Stock with respect to
such liquidation, dissolution or winding up, or

                            (B)  such amount per share of the Series C Preferred
Stock as would have been payable had all shares of Preferred Stock been
converted to Common Stock immediately prior to such event of liquidation,
dissolution or winding up pursuant to the provisions of Section 2 hereof, plus
all dividends declared but unpaid on each share of the Series C Preferred Stock
to and including the date full payment shall be tendered to the holders of the
Series C Preferred Stock with respect to such liquidation, dissolution or
winding up.

                       (2)  in the case of the Series B Preferred Stock, an
amount equal to the greater of:
<PAGE>

                            (A)  $1.50 per share of the Series B Preferred Stock
(which amount shall be subject to equitable adjustment whenever there shall
occur a stock dividend, stock split, combination of shares, reclassification or
other similar event with respect to the Series B Preferred stock) plus all
dividends declared but unpaid thereon, to and including the date full payment
shall be tendered to the holders of the Series B Preferred Stock with respect to
such liquidation, dissolution or winding up, or

                            (B)  such amount per share of the Series B Preferred
Stock as would have been payable had all shares of Preferred Stock been
converted to Common Stock immediately prior to such event of liquidation,
dissolution or winding up pursuant to the provisions of Section 2 hereof, plus
all dividends declared but unpaid on each share of the Series B Preferred Stock
to and including the date full payment shall be tendered to the holders of the
Series B Preferred Stock with respect to such liquidation, dissolution or
winding up.

     If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series C Preferred Stock and the Series B
Preferred Stock of all amounts so distributable to them, then the entire assets
of the Corporation available for such distribution shall be distributed ratably
among the holders of the Series C Preferred Stock and the Series B Preferred
Stock in proportion to the full preferential amount each such holder is
otherwise entitled to receive under this Subsection l(a)(i).

                  (ii)  After such payments shall have been made in full to the
holders of the Series C Preferred Stock and the Series B Preferred Stock or
funds necessary for such payments shall have been set aside by the Corporation
in trust for the account of holders of the Series C Preferred Stock and the
Series B Preferred Stock so as to be available for such payments, the holders of
shares of the Series A Preferred Stock shall be entitled to be paid out of the
assets of the Corporation available for distribution to holders of the
Corporation's capital stock of all classes an amount equal to the greater of:

                        (1)  $0.50 per share of the Series A Preferred Stock
(which amount shall be subject to equitable adjustment whenever there shall
occur a stock dividend, stock split, combination of shares, reclassification or
other similar event with respect to the Series A Preferred Stock) plus all
dividends declared but unpaid thereon, to and including the date full payment
shall be tendered to the holders of the Series A Preferred Stock with respect to
such liquidation, dissolution or winding up, or

                        (2)  such amount per share of the Series A Preferred
Stock as would have been payable had all shares of the Preferred Stock been
converted to Common Stock immediately prior to such event of liquidation,
dissolution or winding up pursuant to the provisions of Section 2 hereof, plus
all dividends declared but unpaid on each share of the Series A Preferred Stock
to and including the date full payment shall be tendered to the holders of the
Series A Preferred Stock with respect to such liquidation, dissolution or
winding up.

     If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series A Preferred Stock of all amounts so
distributable to them, then the entire remaining assets of the Corporation
available for such distribution shall be distributed ratably

                                      -2-
<PAGE>

among the holders of the Series A Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to receive under this
Subsection 1(a)(ii).

                  (iii)  After such payments shall have been made in full to the
holders of the Preferred Stock, or funds necessary for such payments shall have
been set aside by the Corporation in trust for the account of holders of
Preferred Stock so as to be available for such payments, the remaining assets
available for distribution shall be distributed among the holders of the Common
Stock ratably in proportion to the number of shares of Common Stock held by
them.

                  (iv)  Upon conversion of shares of Preferred Stock into shares
of Common Stock pursuant to Section 2 below, the holders of such Common Stock
shall not be entitled to any preferential payment or distribution in case of any
liquidation, dissolution or winding up, but shall share ratably in any
distribution of the assets of the Corporation to all the holders of Common
Stock.

                  (v)  The amounts payable with respect to shares of Preferred
Stock under this Subsection l(a) are sometimes hereinafter referred to as
"Series C Liquidation Payments", "Series B Liquidation Payments" and "Series A
Liquidation Payments", respectively, and together are sometimes hereinafter
referred to as the "Liquidation Payments".

             (b)  Distributions Other than Cash.  Whenever the distributions
                  -----------------------------
provided for in this Section 1 shall be payable in property other than cash, the
value of such distributions shall be the fair market value of such property as
determined in good faith by the Board of Directors of the Corporation.

             (c)  Merger as Liquidation, etc.  The merger or consolidation of
                  --------------------------
the Corporation into or with another corporation (except one in which the
holders of capital stock of the Corporation immediately prior to such merger or
consolidation continue to hold at least eighty percent (80%) in voting power of
the capital stock of the surviving corporation, in which case the provisions of
Subsection 2(h) shall apply), or the sale of all or substantially all of the
assets of the Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the Corporation for purposes of this Section 1 (i)
with respect to the Series C Preferred Stock, unless the holders of at least
two-thirds of the then outstanding shares of the Series C Preferred Stock elect
to the contrary, (ii) with respect to the Series B Preferred Stock, unless the
holders of at least eighty-five percent (85%) of the then outstanding shares of
the Series B Preferred Stock elect to the contrary, and (iii) with respect to
the Series A Preferred Stock, unless the holders of at least eighty percent
(80%) of the then outstanding shares of the Series A Preferred Stock elect to
the contrary, such election in each such case to be deemed made upon receipt of
notice thereof by the Corporation at least three days before the effective date
of such event. If such notice is given with respect to any series of Preferred
Stock, the provisions of Subsection 2(h) shall apply to such series of Preferred
Stock. Unless such election is made, any amounts received by the holders of the
Preferred Stock as a result of such merger or consolidation shall be deemed to
be applied toward, and all consideration received by the Corporation in such
asset sale together with all other available assets of the Corporation shall be

                                      -3-
<PAGE>

distributed toward, the Liquidation Payments attributable to such shares of
Preferred Stock in the order of preference set forth in Subsection 1(a).

          (d)  Notice.  Notice of any proposed liquidation, dissolution or
               ------
winding up of the affairs of the Corporation (including any merger,
consolidation or sale of assets which may be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation under Subsection 1
(c)), stating a payment date, the amount of the Liquidation Payments and the
place where said Liquidation Payments shall be payable, shall be sent to the
holders of record of the Preferred Stock not less than twenty (20) days prior to
the payment date stated therein.  Any holder of outstanding shares of Preferred
Stock may waive any notice required by this Subsection by a written document
specifically indicating such waiver.

     Section 2.  Conversion.  The holders of Preferred Stock shall have
     ---------   ----------
conversion rights as follows (the "Conversion Rights"):

          (a)  Right to Convert; Conversion Price. Each share of Preferred Stock
               ----------------------------------
shall be convertible, without the payment of any additional consideration by the
holder thereof and at the option of the holder thereof, at any time after the
date of issuance of such share, at the office of the Corporation or any transfer
agent for the Preferred Stock, into such number of fully paid and nonassessable
shares of Common Stock as is determined in accordance with the following:

               (i)  in the case of the Series C Preferred Stock, by dividing
$3.15 by the Series C Conversion Price, determined as hereinafter provided, in
effect at the time of conversion. The Conversion Price at which shares of Common
Stock shall be deliverable upon conversion of the Series C Preferred Stock
without the payment of any additional consideration by the holder thereof (the
"Series C Conversion Price") shall initially be $3.15 per share of Common Stock.
Such initial Series C Conversion Price shall be subject to adjustment, in order
to adjust the number of shares of Common Stock into which the Series C Preferred
Stock is convertible, as hereinafter provided.

               (ii)  in the case of the Series B Preferred Stock, by dividing
$1.50 by the Series B Conversion Price, determined as hereinafter provided, in
effect at the time of conversion. The Conversion Price at which shares of Common
Stock shall be deliverable upon conversion of the Series B Preferred Stock
without the payment of any additional consideration by the holder thereof (the
"Series B Conversion Price") shall initially be $1.50 per share of Common Stock.
Such initial Series B Conversion Price shall be subject to adjustment, in order
to adjust the number of shares of Common Stock into which the Series B Preferred
Stock is convertible, as hereinafter provided.

               (iii)  in the case of the Series A Preferred Stock, by dividing
$0.50 by the Series A Conversion Price, determined as hereinafter provided, in
effect at the time of conversion. The Conversion Price at which shares of Common
Stock shall be deliverable upon conversion of the Series A Preferred Stock
without the payment of any additional consideration by the holder thereof (the
"Series A Conversion Price") shall initially be $0.50 per shares of Common
Stock. Such initial Series A Conversion Price shall be subject to adjustment, in
order

                                      -4-
<PAGE>

to adjust the number of shares of Common Stock into which the Series A Preferred
Stock is convertible, as hereinafter provided.

          (b)  Automatic Conversion.  Each share of Preferred Stock shall
               --------------------
automatically be converted into shares of Common Stock at the applicable
Conversion Price for its series then  in effect upon:

               (i)  the closing of a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the
account of the Corporation to the public at an offering price per share (prior
to underwriter commissions and discounts) of not less than (1) in the case of
the Series C Preferred Stock, $9.45, (2) in the case of the Series B Preferred
Stock, $4.50, and (3) in the case of the Series A Preferred Stock, $2.50 (in
each case as adjusted pursuant to Subsection 2(e)(vi) hereof to reflect any
stock dividends, distributions, combinations, reclassifications or other like
transactions effected by the Corporation in respect of its Common Stock) and
with gross proceeds to the Corporation of not less than (1) $20,000,000 in the
case of the Series C Preferred Stock and (2) $10,000,000 in the case of either
the Series B Preferred Stock or the Series A Preferred Stock (in the event of
which offering, the person(s) entitled to receive the Common Stock issuable upon
such conversion of the Preferred Stock shall not be deemed to have converted
that Preferred Stock until the closing of such offering); or

               (ii) (1) in the case of the Series C Preferred Stock, the written
election of the holders of not less than two-thirds, (2) in the case of the
Series B Preferred Stock, the written election of the holders of not less than
eighty-five percent (85 %), and (3) in the case of the Series A Preferred Stock,
the written election of the holders of not less than eighty percent (80%), of
the then outstanding shares of the applicable series of Preferred Stock to
require such mandatory conversion.

          (c)  Mechanics of Optional Conversions.  Before any holder of
               ---------------------------------
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, the holder shall surrender the certificate or certificates therefor at
the office of the Corporation or of any transfer agent for the Preferred Stock,
and shall send notice to the Corporation at such office that the holder elects
to convert the same and shall state therein the holder's name or the name or
names of the holder's nominees in which the holder wishes the certificate or
certificates for shares of Common Stock to be issued. On the date of conversion,
all rights with respect to the Preferred Stock so converted shall terminate,
except any of the rights of the holder thereof, upon surrender of the holder's
certificate or certificates therefor, to receive certificates for the number of
shares of Common Stock into which such Preferred Stock has been converted and
cash in an amount equal to all dividends declared but unpaid thereon and any and
all other amounts owing with respect thereto at such time. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by
the holder's attorney duly authorized in writing. No fractional share of Common
Stock shall be issued upon the optional conversion of Preferred Stock. In lieu
of any fractional share to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the applicable
Conversion Price then in effect. The Corporation shall, as soon as practicable
after

                                      -5-
<PAGE>

surrender of the certificate or certificates for conversion, issue and deliver
at such office to such holder of Preferred Stock, or to the holder's nominee or
nominees, a certificate or certificates for the number of shares of Common Stock
to which the holder shall be entitled as aforesaid, together with cash in lieu
of any fraction of a share and cash in an amount equal to all dividends declared
but unpaid thereon and any and all other amounts owing with respect thereto at
such time. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the shares of
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on such
date.

          (d)  Mechanics of Automatic Conversions.  Upon the occurrence of an
               ----------------------------------
event specified in Subsection 2(b), the affected Series of Preferred Stock shall
be converted automatically without any further action by the holders of shares
thereof and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; provided, however, that
all holders of shares of Preferred Stock being converted shall be sent notice of
the occurrence of an event specified in Subsection 2(b) including the date such
event occurred (the "Automatic Conversion Date"), and the Corporation shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless certificates evidencing such shares of the
Preferred Stock being converted are either delivered to the Corporation or its
transfer agent, or the holder notifies the Corporation or any transfer agent
that such certificates have been lost, stolen, or destroyed and executes an
agreement satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection therewith and, if the Corporation so elects,
provides an appropriate indemnity bond.  On the Automatic Conversion Date, all
rights with respect to the Preferred Stock so converted shall terminate, except
any of the rights of the holder thereof, upon surrender of the holder's
certificate or certificates therefor, to receive certificates for the number of
share of Common Stock into which such Preferred Stock has been converted,
together with cash in an amount equal to all dividends declared but unpaid on,
and any and all other amounts owing with respect to, the shares of Preferred
Stock converted to and including the time of conversion.  Upon the automatic
conversion of the Preferred Stock, the holders of such Preferred Stock shall
surrender the certificates representing such shares at the office of the
Corporation or of its transfer agent.  If so required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or by the holder's attorney
duly authorized in writing.  Upon surrender of such certificates there shall be
issued and delivered to such holder, promptly at such office and in the holder's
name as shown on such surrendered certificate or certificates, a certificate or
certificates for the number of shares of Common Stock into which the shares of
the Preferred Stock surrendered were convertible on the date on which such
automatic conversion occurred; together with cash in an amount equal to all
dividends declared but unpaid on, and any and all other amounts owing with
respect to, the shares of Preferred Stock converted to and including the time of
conversion.  No fractional share of Common Stock shall be issued upon the
automatic conversion of the Preferred Stock.  In lieu of any fractional share to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the applicable Conversion Price then in
effect.

                                      -6-
<PAGE>

          (e)  Adjustments to Conversion Price for Diluting Issues.
               ---------------------------------------------------

               (i)  Special Definitions.  For purposes of this Subsection 2(e),
                    -------------------
the following definitions shall apply:

                    (1)  "Option" shall mean rights, options or warrants to
                          ------
subscribe for, purchase or otherWise acquire either Common Stock or Convertible
Securities.

                    (2)  "Original Issue Date" shall mean, with respect to each
                          -------------------
series of Preferred Stock, the first date on which a share of such series of
Preferred Stock was issued.

                    (3)  "Convertible Securities" shall mean any evidences of
                          ----------------------
indebtedness, shares of capital stock (other than Common Stock) or other
securities directly or indirectly convertible into or exchangeable for Common
Stock.

                    (4)  "Additional Shares of Common Stock" shall mean all
                          ---------------------------------
shares of Common Stock issued (or, pursuant to Subsection 2(e)(iii), deemed to
be issued) by the Corporation after the Original Issue Date, other than:

                         (A)  shares of Common Stock or Convertible Securities
issued or issuable upon exercise of Options outstanding on the Original Issue
Date;

                         (B)  up to 1,200,000 shares of Common Stock issued or
issuable to officers or employees or directors of, or consultants to, the
Corporation pursuant to a stock purchase or option plan or other employee stock
bonus arrangement (collectively, the "Plans") approved by the Board of
Directors; and

                         (C)  shares of Common Stock issued or issuable upon
conversion of shares of Preferred Stock.

          (ii)  No Adjustment of Conversion Price.  Except as set forth in
                ---------------------------------
Subsection 2(e)(vi), no adjustment in the number of shares of Common Stock into
which a series of Preferred Stock is convertible shall be made, by adjustment in
the Conversion Price for such series of Preferred Stock in respect of the
issuance of Additional Shares of Common Stock, unless the consideration per
share for an Additional Share of Common Stock (determined pursuant to Subsection
2(e)(v)) issued or deemed to be issued by the Corporation is less than the
Conversion Price for such series of Preferred Stock in effect on the date of,
and immediately prior to, the issue of such Additional Share.

          (iii)  Issue of Securities Deemed Issue of Additional Shares of
                 --------------------------------------------------------
Common Stock.
------------

                 (1)  Options and Convertible Securities.  In the event the
                      ----------------------------------
Corporation at any time or from time to time after the applicable Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders

                                      -7-
<PAGE>

of any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of shares (as set forth in the instrument
relating thereto without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date, provided that in any such case in which Additional Shares of
Common Stock are deemed to be issued:

                         (A)  no further adjustment in the Conversion Price of
any series of Preferred Stock adjusted as a result of such deemed issuance shall
be made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

                         (B)  if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Corporation, or decrease in the number of shares of
Common Stock issuable, upon the exercise, conversion or exchange thereof, the
Conversion Price of any series of Preferred Stock adjusted upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be readjusted to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities;

                         (C)  upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities which shall
not have been exercised, the Conversion Price of any series of Preferred Stock
adjusted upon the original issue thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall,
upon such expiration, be readjusted as if:

                              (I)  In the case of Convertible Securities or
Options for Common Stock the only Additional Shares of Common Stock issued were
the shares of Common Stock, if any, actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the
Corporation for the issue of all such Options, whether or not exercised, plus
the consideration actually received by the Corporation upon such exercise, or
for the issue of all such Convertible Securities which were actually converted
or exchanged, plus the additional consideration, if any, actually received by
the Corporation upon such conversion or exchange; and

                              (II)  in the case of Options for Convertible
Securities only the Convertible Securities, if any, actually issued upon the
exercise thereof were issued at the time of issue of such Options, and the
consideration received by the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Corporation
(determined pursuant to

                                      -8-
<PAGE>

Subsection 2(e)(v)) upon the issue of the Convertible Securities with respect to
which such Options were actually exercised;

                         (D)  no readjustment pursuant to clause (B) or (C)
above shall have the effect of increasing the Conversion Price of any series of
Preferred Stock to an amount which exceeds the lower of (i) the Conversion Price
of such series of Preferred Stock immediately prior to the original adjustment
for such deemed issuance, or (ii) the Conversion Price of such series of
Preferred Stock that would have resulted from any issuance of Additional Shares
of Common Stock between the original adjustment for such deemed issuance and
such readjustment date;

                         (E)  in the case of any Options which expire by their
terms not more than 30 days after the date of issue thereof, no adjustment of
the Conversion Price of any series of Preferred Stock shall be made until the
expiration or exercise of all such Options, whereupon such adjustment shall be
made in the same manner provided in clause (C) above; and

                         (F)  if such record date shall have been fixed and such
Options or Convertible Securities are not issued on the date fixed therefor, the
adjustment previously made in the Conversion Price of any series of Preferred
Stock which became effective on such record date shall be cancelled as of the
close of business on such record date, and thereafter the Conversion Price of
such series of Preferred Stock shall be adjusted pursuant to this Subsection
2(e)(iii) as of the actual date of their issuance.

                    (2)  Stock Dividends, Stock Distributions and Subdivisions.
                         -----------------------------------------------------
In the event the Corporation at any time or from time to time after the
applicable Original Issue Date shall declare or pay any dividend or make any
other distribution on the Common Stock payable in Common Stock or effect a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock), then and in any such
event, Additional Shares of Common Stock shall be deemed to have been issued:

                         (A)  in the case of any such dividend or distribution,
immediately after the close of business on the record date for the determination
of holders of any class of securities entitled to receive such dividend or
distribution, or

                         (B)  in the case of any such subdivision, at the close
of business on the date immediately prior to the date upon which such corporate
action becomes effective.

If such record date she have been fixed and no part of such dividend shall been
paid on the date fixed therefor, the adjustment previously made in the
Conversion Price of any series of Preferred Stock which became effective on such
record date shall be cancelled as of the close of business; on such record date,
and thereafter the Conversion Price of such series of Preferred Stock shall be
adjusted pursuant to this Section 2(e)(iii) as of the time of actual payment of
such dividend.

                                      -9-
<PAGE>

          (iv) Adjustment of Conversion Price Upon Issuance of Additional Shares
               -----------------------------------------------------------------
of Common Stock.  In the event that at any time or from time to time after the
---------------
applicable Original Issue Date, the Corporation shall issue Additional Shares of
Common Stock (including, without limitation, Additional Shares of Common Stock
deemed to be issued pursuant to Subsection 2(e)(iii)(1) but excluding Additional
Shares of Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(2),
which event is dealt with in Subsection 2(e)(vi)(1)), without consideration or
for a consideration per share less than the Conversion Price of any series of
Preferred Stock in effect on the date of and immediately prior to such issue,
then and in such event, the Conversion Price of such series of Preferred Stock
shall be reduced, concurrently with such issue, to a price (calculated to the
nearest cent) determined in accordance with the following formula:


                             (P1) (Q1) + (P2) (Q2)
                    NCP =
                             _____________________
                                  Q1   +   Q2

     where:

          NCP       =         New Conversion Price of the affected series of
                              Preferred Stock.

          P(1)      =         Conversion Price for such series of Preferred
                              Stock in effect immediately prior to new issue.

          Q1        =         Number of shares of Common Stock outstanding, or
                              deemed to be outstanding as set forth below,
                              immediately prior to such issue.

          P2        =         Weighted average price per share received by the
                              Corporation upon such issue.

          Q2        =         Number of shares of Common Stock issued, or deemed
                              to have been issued, in the subject transaction.

provided that for the purpose of this Subsection 2(e)(iv), all shares of Common
--------
Stock issuable upon exercise or conversion of any Options or Convertible
Securities outstanding immediately prior to such issue shall be deemed to be
outstanding, and immediately after any Additional Shares of Common Stock are
deemed issued pursuant to Subsection 2(e)(iii), such Additional Shares of Common
Stock shall be deemed to be outstanding; and provided further, that the
                                             -------- --------
applicable Conversion Price shall not be so reduced at any time if the amount of
such reduction would be an amount less than $.01, but any such amount shall be
carried forward and reduction with respect thereto made at the time of and
together with any subsequent reduction which, together with such amount and any
other amount or amounts so carried forward, shall aggregate $.0l or more.

          (v)  Determination of Consideration.  For purposes of this Subsection
               ------------------------------
2(e), the consideration received by the Corporation for the issue of any
Additional Shares of Common Stock shall be computed as follows:

                                      -10-
<PAGE>

               (1)  Cash and Property:  Such consideration shall:
                    -----------------

                    (A)  insofar as it consists of cash, be computed at the
aggregate amounts of cash received by the Corporation excluding amounts paid or
payable for accrued interest or accrued dividends;

                    (B)  insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as determined in
good faith by the Board of Directors; and

                    (C)  in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (A) and (B) above, as
determined in good faith by the Board of Directors.

               (2)  Options and Convertible Securities.  The consideration per
                    ----------------------------------
share received by the Corporation for Additional Shares of Common Stock deemed
to have been issued pursuant to Subsection 2(e)(iii)(1), relating to Options and
Convertible Securities, shall be determined by dividing (x) the total amount, if
any, received or receivable by the Corporation as consideration for the issue of
such Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of
such consideration) payable to the Corporation upon the exercise of such Options
or the conversion or exchange of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities, by (y)
the maximum number of shares of Common Stock (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or the conversion or exchange of such Convertible Securities.

         (vi)  Adjustment for Dividends, Distributions, Subdivisions,
               ------------------------------------------------------
Combinations or Consolidations of Common Stock.
----------------------------------------------

               (1)  Stock Dividends, Distributions or Subdivisions. In the event
                    ----------------------------------------------
the Corporation shall be deemed to issue Additional Shares of Common Stock
pursuant to Subsection 2(e)(iii)(2) in a stock dividend, stock distribution or
subdivision, the Conversion Price of each series of Preferred Stock in effect
immediately before such deemed issuance shall, concurrently with the
effectiveness of such deemed issuance, be proportionately decreased.

               (2)  Combinations or Consolidations.  In the event the
                    ------------------------------
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
the Conversion Price of each series of Preferred Stock in effect immediately
prior to such combination or consolidation shall,

                                     -11-
<PAGE>

concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

          (f)  Adjustments for Certain Dividends and Distributions.  In the
               ---------------------------------------------------
event that at any time or from time to time after the applicable Original Issue
Date the Corporation shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock, then and in each such event provision shall be made so that the
holders of Preferred Stock shall receive upon conversion thereof in addition to
the number of shares of Common Stock receivable thereupon, the amount of
securities of the Corporation that they would have received had their Preferred
Stock been converted into Common Stock on the date of such event and had they
thereafter, during the period from the date of such event to and including the
conversion date, retained such securities receivable by them as aforesaid during
such period, giving application during such period to all adjustments called for
herein.

          (g)  Adjustment for Reclassification, Exchange, or Substitution.  In
               ----------------------------------------------------------
the event that at any time or from time to time after the applicable Original
Issue Date, the Common Stock issuable upon the conversion of Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a merger, consolidation, or sale of assets provided for
below), then and in each such event the holder of any share or shares of
Preferred Stock shall have the right thereafter to convert such shares into the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, or other change, by the holder of a
number of shares of Common Stock equal to the number of shares of Common Stock
into which such shares of Preferred Stock might have been converted immediately
prior to such reorganization, reclassification, or change, all subject to
further adjustment as provided herein.

          (h)  Adjustment for Merger, Consolidation or Sale of Assets.  In the
               ------------------------------------------------------
event that at any time or from time to time after the applicable Original Issue
Date, the Corporation shall merge or consolidate with or into another entity or
sell all or substantially all of its assets, each share of Preferred Stock as to
which such consolidation, merger or sale is not treated as a liquidation under
Subsection l(c) shall thereafter be convertible into the kind and amount of
shares of stock or other securities or property to which a holder of the number
of shares of Common Stock of the Corporation deliverable upon conversion of such
Preferred Stock would have been entitled to receive upon such consolidation,
merger or sale; and, in such case, appropriate adjustment (as determined in good
faith by the Board of Directors) shall be made in the application of the
provisions set forth in this Section 2 with respect to the rights and interest
thereafter of the holders of Preferred Stock, to the end that the provisions set
forth in this Section 2 (including provisions with respect to changes in and
other adjustments of the Conversion Price) shall thereafter be applicable, as
nearly as reasonably may be, in relation to any shares of stock or other
property thereafter deliverable upon the conversion of Preferred Stock.

          (i)  No Impairment.  The Corporation shall not, by amendment of its
               -------------
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation,

                                     -12-
<PAGE>

merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the term to be
observed or performed hereunder by the Corporation but shall at all times in
good faith assist in the carrying out of all the provisions of this Section 2
and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of Preferred Stock against
impairment.

          (j)  Certificate as to Adjustments.  Upon the occurrence of each
               -----------------------------
adjustment or readjustment of the Conversion Price of any series of Preferred
Stock pursuant to this Section 2, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of such series of Preferred Stock a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based.  The Corporation shall, upon the
written request at any time of any holder of any such series of Preferred Stock,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Price of such series
of Preferred Stock at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of each share of such series of Preferred Stock.

          (k)  Notices of Record Date.  In the event of any taking by the
               ----------------------
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the Corporation shall send notice to
each holder of Preferred Stock at least ten (10) days prior to such record date
specifying the date on which any such record is to be taken for the purpose of
such dividend or distribution.

          (l)  Common Stock Reserved.  The Corporation shall reserve and keep
               ---------------------
available out of its authorized but unissued Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect conversion of
the Preferred Stock.

          (m)  Certain Taxes.  The Corporation shall pay any issue or transfer
               -------------
taxes payable in connection with the conversion of Preferred Stock, provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer to a name other than that of the holder of
the Preferred Stock.

          (n)  Closing of Books.  The Corporation shall at no time close its
               ----------------
transfer books against the transfer of any Preferred Stock or of any shares of
Common Stock issued or issuable upon the conversion of any shares of Preferred
Stock in any manner which interferes with the timely conversion or transfer of
such Preferred Stock or Common Stock.

     Section 3.  Restrictions.
     ---------   ------------

          (a)  At any time when shares of Preferred Stock are outstanding,
except where the vote of the holders of a greater number of shares of the
Corporation is required by law

                                     -13-
<PAGE>

or by this Certificate of Incorporation, and in addition to any other vote
required by law or this Certificate of Incorporation, without the affirmative
vote of the holders of at least sixty percent (60%) of the then outstanding
shares of Preferred Stock (with calculations based upon the number of shares of
Common Stock into which such shares of Preferred Stock are then convertible),
voting collectively as a single class, the Corporation will not:

               (i)    consent to any liquidation, dissolution or winding up of
the Corporation or merge or consolidate with or into any other entity or
entities;

               (ii)   sell, abandon, transfer, lease or otherwise dispose of all
or any substantially portion of its properties and other assets; or

               (iii)  amend this Certificate of Incorporation or the
Corporation's By-Laws.

          (b)  At any time when shares of Series C Preferred Stock are
outstanding, except where the vote of the holders of a greater number of shares
of the Corporation is required by law or by this Certificate of Incorporation,
and in addition to any other vote required by law or this Certificate of
Incorporation, without the affirmative vote of the holders of at least two-
thirds of the then outstanding shares of the Series C Preferred Stock, the
Corporation will not:

               (i)   amend, alter or change the designation or any preferences,
voting powers, qualifications, or special or relative rights or privileges of
the Series C Preferred Stock in a manner adverse to the interests of the holders
of the Series C Preferred stock in any material respect;

               (ii)  increase the authorized number of shares of Series C
Preferred Stock;

               (iii) create or authorize the creation of any additional class or
series of shares of stock unless such class or series ranks junior to the Series
C Preferred Stock as to both dividends and the distribution of assets on the
liquidation, dissolution, winding up or insolvency of the Corporation, or
increase the authorized amount of any other class or series of shares of stock
unless the same ranks junior to the Series C Preferred Stock as to dividends and
the distribution of assets on the liquidation, dissolution, winding up or
insolvency of the Corporation, or create or authorize any obligation or security
convertible into shares of the Series C Preferred Stock or into shares of any
other class or series of shares of stock unless the same ranks junior to the
Series C Preferred Stock as to dividends and the distribution of assets on the
liquidation, dissolution, winding up or insolvency of the Corporation, Whether
any such creation, authorization or increase shall be by means of amendment to
this Certificate of Incorporation or by merger, consolidation or otherwise.

          (c)  At any time when shares of Series B Preferred Stock are
outstanding, except where the vote of the holders of a greater number of shares
of the Corporation is required by law or by this Certificate of Incorporation,
and in addition to any

                                     -14-
<PAGE>

other vote required by law or this Certificate of Incorporation, without the
affirmative vote of the holders of at least eighty-five percent (85%) of the
then outstanding shares of the Series B Preferred Stock, the Corporation will
not:

               (i)   amend, alter or change the designation or any preferences,
voting powers, qualifications, or special or relative rights or privileges of
the Series B Preferred Stock in a manner adverse to the interests of the holders
of the Series B Preferred Stock in any material respect;

               (ii)  increase the authorized number of shares of the Series
B Preferred Stock;

               (iii) create or authorize the creation of any additional class or
series of shares of stock unless such class or series ranks junior to the Series
B Preferred Stock to both dividends and the distribution of assets on the
liquidation, dissolution, winding up or insolvency of the Corporation, or
increase the authorized amount of any other class or series of shares of stock
unless the same ranks junior to the Series B Preferred Stock as to dividends and
the distribution of assets on the liquidation, dissolution, winding up or
insolvency of the Corporation, or create or authorize any obligation or security
convertible into shares of the Series B Preferred Stock or into shares of any
other class or series of shares of stock unless the same ranks junior to the
Series B Preferred Stock as to dividends and the distribution of assets on the
liquidation, dissolution, winding up or insolvency of the Corporation, whether
any such creation, authorization or increase shall be by means of amendment to
this Certificate of Incorporation or by merger, consolidation or otherwise.

               (d)  At any time when shares of Series A Preferred Stock are
outstanding, except where the vote of the holders of a greater number of shares
of the Corporation is required by law or by this Certificate of Incorporation,
and in addition to any other vote required by law or this Certificate of
Incorporation, without the affirmative vote of the holders of at least eighty
percent (80%) of the then outstanding shares of the Series A Preferred Stock,
the Corporation will not:

                    (i)    amend, alter or change the designation or any
preferences, voting powers, qualifications, or special or relative rights or
privileges of the Series A Preferred stock in a manner adverse to the interests
of the holders of the Series A Preferred Stock in any material respect;

                    (ii)   increase the authorized number of shares of the
Series A Preferred Stock;

                    (iii)  create or authorize the creation of any additional
class or series of shares of stock unless such class or series ranks junior to
the Series A Preferred Stock to both dividends and the distribution of assets on
the liquidation, dissolution, winding up or insolvency of the

                                     -15-
<PAGE>

Corporation, or increase the authorized amount of any other class or series of
shares of stock unless the same ranks junior to the Series A Preferred Stock as
to dividends and the distribution of assets on the liquidation, dissolution,
winding up or insolvency of the Corporation, or create or authorize any
obligation or security convertible into shares of the Series A Preferred Stock
or into shares of any other class or series of shares of stock unless the same
ranks junior to the Series A Preferred Stock as to dividends and the
distribution of assets on the liquidation, dissolution, winding up or insolvency
of the Corporation, whether any such creation, authorization or increase shall
be by means of amendment to this Certificate of Incorporation or by merger,
consolidation or otherwise.

     Section 4.  Voting Rights.  Except as otherwise required by law or
     ---------   -------------
hereinafter set forth, the holders of Preferred Stock shall be entitled to
notice of any meeting of stockholders and shall vote together with the holders
of Common Stock as a single class upon any matter submitted to the stockholders
for a vote, on the following basis:

               (a)  Holders of Common Stock shall have one vote per share; and

               (b)  Holders of Preferred Stock shall have that number of votes
per share as is equal to the number of shares of Common Stock (including
fractions of a share) into which each such share of Preferred Stock held by such
holder could be converted on the date for determination of stockholders entitled
to vote at the meeting or on the date of any written consent.

     With respect to all questions as to which, under law, stockholders are
required to vote by classes or series, each series of Preferred Stock shall vote
separately as a single class and series apart from each other and from the
Common Stock.

     Section 5.  Dividends.
     ---------   ---------

               (a)  Dividends may be declared and paid on the Preferred Stock
and the Common Stock from funds lawfully available therefor as and when
determined by the Board of Directors.

               (b)  If, when and as dividends are declared and paid on shares of
the Series B Preferred Stock, the Corporation shall declare and pay at the same
time to each holder of the Series C Preferred Stock, a dividend at the same
rate, based on the number of shares of Common Stock into which the Series C
Preferred Stock and the Series B Preferred Stock are convertible on the record
date for the determination of holders of the Series B Preferred Stock entitled
to receive such dividend.

               (c)  If, when and as dividends are declared and paid on shares of
the Series A Preferred Stock, the Corporation shall declare and pay at the same
time to each holder of the Series C Preferred Stock and the Series B Preferred
Stock, a dividend at the same rate, based on the number of shares of Common
Stock into which each series of Preferred Stock is convertible on the record
date for the determination of holders of the Series A Preferred Stock entitled
to receive such dividend.

               (d)  If, when and as dividends are declared and paid on shares of
Common Stock, the Corporation shall declare and pay at the same time to each
holder of the

                                     -16-
<PAGE>

Preferred Stock, a dividend equal to the dividend which would have been payable
to such holder if the shares of the Preferred Stock held by such holder had been
converted into Common Stock on the record date for the determination of holders
of Common Stock entitled to receive such dividend.

     Section 6.  Redemption.
     ---------   ----------

               (a)  Series B Preferred Stock.
                    ------------------------

                    (i)  In the event that the Corporation shall exercise its
put option to sell shares of capital stock of Sequenom Instruments GmbH to
Technologie-Beteiligungs-Gesellschaft mbH der Deutschen Ausgleichsbank ("TBG")
pursuant to that certain Kooperationsvertrag between the Corporation and TBG
relating to the investment by the Corporation of DM 3 million in Sequenom
Instruments GmbH, the Corporation shall, within 30 days after receipt of the
proceeds of the sale of such shares to the TBG, send notice of such exercise
(the "Series B Put Exercise Notice") to each holder of record of Series B
Preferred Stock, specifying (A) the amount of proceeds so received from the TBG
net of any expenses incurred in connection therewith (the "Series B Put Net
Proceeds"), (B) the date (the "Series B Redemption Date") on which the
Corporation will redeem shares of Series B Preferred Stock from electing holders
of the Series B Preferred Stock in accordance with this Section 6, which Series
B Redemption Date shall be not less than 45 days nor more than 90 days after the
date of such notice (the "Series B Notice Date") and (C) each such holder's
Series B Pro Rata Redemption Amount (as hereinafter defined).

                    (ii)  Each holder of Series B Preferred Stock may elect to
have the Corporation redeem from it on the Series B Redemption Date, to the
extent the Corporation has funds legally available for such purpose, up to a
number of shares of Series B Preferred Stock equal to such holder's Series B Pro
Rata Redemption Amount (as hereinafter defined) at a redemption price of $1.50
per share. Such election may be made only by delivering to the Corporation
within thirty (30) days after the Series B Notice Date (A) a written election
signed by such holder specifying the number of shares of Series B Preferred
Stock so to be redeemed (which number shall be not more than such holder's
Series B Pro Rate Redemption Amount), and (B) certificates for the shares of
Series B Preferred Stock so to be redeemed, together with stock powers therefor
duly executed by such holder in blank.

                    (iii)  For purposes of this Subsection 6(a), each holder of
Series B Preferred Stock's "Series B Pro Rata Redemption Amount" shall be the
greatest whole number represented by a fraction, the numerator or which is the
product of the number of shares of Series B Preferred Stock held by such holder
times the Series B Put Net Proceeds, and the denominator or which is the product
of the total number of shares of Series B Preferred Stock issued and outstanding
times $1.50.

                    (iv)  On the Series B Redemption Date the Corporation shall
redeem from the electing holders of Series B Preferred Stock the shares of
Series B Preferred Stock as to which election notices have been properly sent,
to the extent the Corporation has funds legally available for such purpose.

                                     -17-
<PAGE>

          (v) If the funds of the Corporation legally available for redemption
of shares of Series B Preferred Stock on the Series B Redemption Date are
insufficient to redeem the total number of shares of Series B Preferred Stock
submitted for redemption, those funds which are legally available will be used
to redeem the maximum possible number of whole shares ratably among the holders
of such shares in accordance with the manner of determining the Series B Pro
Rata Redemption Amount set forth above.  The shares of Series B Preferred Stock
not redeemed shall remain outstanding and entitled to all rights and preferences
provided herein.

               (b)  Series C Preferred Stock.
                    ------------------------

          (i) In the event that (x) the Corporation shall use proceeds from the
financing contemplated by the Series C Convertible Preferred Stock Purchase
Agreement dated on or about May __, 1997 to acquire additional shares of the
capital stock of Sequenom Instruments GmbH and in connection therewith shall
acquire a put option to sell such shares of Sequenom Instruments GmbH to TBG,
and (y) thereafter the Corporation shall exercise such put option, then the
Corporation shall, within 30 days after receipt of the Proceeds of the sale of
such shares to the TBG, send notice of such exercise (the "Series C Put Exercise
Notice") to each holder of record of Series C Preferred Stock, specifying (A)
the amount of proceeds so received from the TBG net of any expenses incurred in
connection therewith (the "Series C Put Net Proceeds"), (B) the date (the
"Series C Redemption Date") on which the Corporation will redeem shares of
Series C Preferred Stock from electing holders of the Series C Preferred Stock
in accordance with this Section 6, which Series C Redemption Date shall be not
less than 45 days nor more than 90 days after the date of such notice (the
"Series C Notice Date") and (C) each such holder's Series C Pro Rata Redemption
Amount (as hereinafter defined).

          (ii) Each holder of Series C Preferred Stock may elect to have the
Corporation redeem from it on the Series C Redemption Date, to the extent the
Corporation has funds legally available for such purpose, up to a number of
shares of Series C Preferred Stock equal to such holder's Series C Pro Rata
Redemption Amount (as hereinafter defined) at a redemption price of $3.15 per
share.  Such election may be made only by delivering to the Corporation within
thirty (30) days after the Series C Notice Date (A) a written election signed by
such holder specifying the number of shares of Series C Preferred Stock so to be
redeemed (which number shall be not more than such holder's Series C Pro Rata
Redemption Amount), and (B) certificates for the shares of Series C Preferred
Stock so to be redeemed, together with stock powers therefor duly executed by
such holder in blank.

          (iii)  For purposes of this Subsection 6(b), each holder of Series C
Preferred Stock's "Series C Pro Rata Redemption Amount" shall be the greatest
whole number represented by a fraction, the numerator or which is the product of
the number of shares of Series C Preferred Stock held by such holder times the
Series C Put Net Proceeds, and the denominator or which is the product of the
total number of shares of Series C Preferred Stock issued and outstanding times
$1.50.

                                     -18-
<PAGE>

          (iv) On the Series C Redemption Date the Corporation shall redeem from
the electing holders of Series C Preferred Stock the shares of Series C
Preferred Stock as to which election notices have been properly sent, to the
extent the Corporation has funds legally available for such purpose.

          (v) If the funds of the Corporation legally available for redemption
of shares of Series C Preferred Stock on the Series C Redemption Date are
insufficient to redeem the total number of shares of Series C Preferred Stock
submitted for redemption, those funds which are legally available will be used
to redeem the maximum possible number of whole shares ratably among the holders
of such shares in accordance with the manner of determining the Series C Pro
Rata Redemption Amount set forth above.  The shares of Series C Preferred Stock
not redeemed shall remain outstanding and entitled to all rights and preferences
provided herein.

          (c) Concurrent Redemption of Series B Preferred Stock and Series C
              --------------------------------------------------------------
Preferred Stock.  If the Corporation shall become obligated under this Section 6
---------------
to redeem shares of both Series B Preferred Stock and Series C Preferred Stock
at a time when the funds of the Corporation legally available for redemption of
such shares on the Series B Redemption Date and the Series C Redemption Date
would be insufficient to redeem the total number of shares of Series B Preferred
Stock and Series C Preferred Stock submitted for redemption, those funds which
are legally available will be used to redeem the maximum possible number of
whole shares of Series B Preferred Stock and Series C Preferred Stock ratably
among the holders of such shares in accordance with the manner of determining
their respective Series B Pro Rata Redemption Amount and Series C Pro Rata
Redemption Amount set forth above.  The shares of Series B Preferred Stock and
Series C Preferred Stock not redeemed shall remain outstanding and entitled to
all rights and preferences provided herein.

     Section 7.  Residual Rights.  All rights accruing to the outstanding shares
     ---------   ---------------
of the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

          Section 8.  Notices.  All notices required or permitted to be sent
          ---------   -------
pursuant to this Article Fourth shall be deemed sufficient if contained in a
written instrument and delivered in person or duly sent by first-class mail
postage prepaid (other than in the case of notices to non-U.S. residents) or by
fax or DHL, Federal Express or other recognized express international courier
service, addressed to the intended recipient at the recipient's address as it
appears on the books of the Corporation.

                                     -19-
<PAGE>

                                  EXHIBIT 2.1
                                  -----------

                                Form of Warrant
                                ---------------
<PAGE>

NEITHER THIS WARRANT NOR THE SHARES OF CAPITAL STOCK PURCHASABLE HEREUNDER HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND, ACCORDINGLY, NEITHER THIS WARRANT NOR SUCH SHARES MAY BE
OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS
THE REGISTRATION PROVISIONS OF SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS
HAVE BEEN COMPLIED WITH OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF
COUNSEL ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SHARES OF CAPITAL STOCK PURCHASABLE HEREUNDER ARE SUBJECT TO THE TERMS AND
PROVISIONS OF A VOTING AGREEMENT AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS
OF THE CORPORATION.  THE CORPORATION SHALL FURNISH A COPY OF SUCH VOTING
AGREEMENT TO ANY REGISTERED HOLDER OF THIS WARRANT OR SUCH SHARES OF CAPITAL
STOCK UPON WRITTEN REQUEST AND WITHOUT CHARGE.


                                 SEQUENOM, INC.

                             STOCK PURCHASE WARRANT

                      Warrant to Purchase _____ Shares of
                      Series C Convertible Preferred Stock

                           Issued to ________________

                             Void after May __, 2004


     Sequenom, Inc., a Delaware corporation (the "Corporation"), hereby
covenants and agrees with ____________ as follows:

1.  The Warrant.
    -----------

     1.01  For value received and subject to the terms and conditions
hereinafter set forth, the registered holder of this Warrant (the
"Warrantholder") is entitled upon its surrender, with the subscription form
annexed hereto duly executed, at the office of the Corporation at 11555 Sorrento
Valley Road, Suite C, San Diego, California 92121, or at such other office as
the Corporation shall notify the Warrantholder in writing, to purchase from the
Corporation __________ fully paid and non-assessable shares of the Series C
Convertible Preferred Stock, par value $.001 per share ("Series C Preferred
Stock"), of the Corporation for $3.15 per share (the "Exercise Price"), subject
to adjustment as set forth in Sections 2 and 4 hereof.  This Warrant may be
exercised in full or in part from time to time.  As promptly as practicable
after surrender of this Warrant and receipt of payment of the Exercise Price,
the Corporation shall issue and deliver to the Warrantholder a certificate or
certificates for shares of Series C Preferred
<PAGE>

Stock, in certificates of such denominations and in such name as the
Warrantholder may specify, together with any other stock, securities or property
that such holder may be entitled to receive pursuant hereto. This Warrant shall
expire at the close of business on May 8, 2004, and shall be void thereafter.
Upon and after the Automatic Conversion Effective Time (as defined in Section
4), the right to purchase Series C Preferred Stock granted herein shall
terminate, and this Warrant shall represent the right to purchase shares of the
Common Stock, par value $.001 per share, of the Corporation ("Common Stock") as
provided in Section 4 hereof. The shares of Series C Preferred Stock, Common
Stock or securities or other property purchasable upon exercise of this Warrant
are sometimes referred to hereinafter as "Warrant Shares".

     1.02  Prior to the Automatic Conversion Effective Time (as defined in
Section 4), the Corporation shall at all times have authorized and reserved for
purposes of issue upon exercise of the rights evidenced hereby, a sufficient
number of shares of its Series C Preferred Stock to provide for the exercise of
such rights, and shall at all times have authorized and reserved a sufficient
number of shares of its Common Stock for purposes of issue upon conversion of
such shares of Series C Preferred Stock under the terms of the Charter (as
defined in Subsection 2.05). From and after the Automatic Conversion Effective
Time, the Corporation shall at all times have authorized and reserved for
purposes of issue upon exercise of the rights evidenced hereby, a sufficient
number of shares of its Common Stock to provide for the exercise of such rights.
Upon surrender for exercise, this Warrant shall be cancelled and shall not be
reissued; provided, however, that upon the partial exercise hereof a substitute
Warrant of like tenor and date to the original Warrant representing the rights
to subscribe for and purchase any such unexercised portion hereof shall be
issued.

     1.03  This Warrant may be subdivided into one or more stock purchase
warrants entitling the Warrantholder to purchase Warrant Shares in multiples of
one or more whole shares, upon surrender of the Warrant by the Warrantholder for
such purpose at the office of the Corporation.

     1.04  The Corporation shall maintain at its office (or at such other office
or agency of the Corporation as it may from time to time designate in writing to
the Warrantholder), a register containing the names and address of the holder of
this Warrant.  The registered holder of this Warrant shall be the person in
whose name this Warrant is originally issued and registered, unless a subsequent
holder shall have presented to the Corporation the Warrant, duly assigned to
him, for inspection, and a written notice of his acquisition of the Warrant and
designating in writing the address of such holder, in which case such subsequent
holder of the Warrant shall become a subsequent registered holder, and a
Warrantholder as defined herein.  Any Warrantholder may change his address as
shown on such register by written notice to the Corporation requesting such
change.  Any written notice required or permitted to be given to any
Warrantholder shall be delivered in person or duly sent by first class mail
postage prepaid (other than to non-U.S. parties) or fax or DHL, Federal Express
or other internationally recognized express courier service, to such
Warrantholder at his address as shown on such register.

     1.05  If any shares of Common Stock issuable hereunder upon and after the
Corporation's initial public offering of Common Stock require listing on any
domestic securities exchange, before such shares may be issued upon exercise of
this Warrant, the Corporation shall,

                                      -2-
<PAGE>

at its expense and as expeditiously as possible, use its best efforts to cause
such shares to be duly approved for listing on such domestic securities
exchange.

2.  Adjustment Rights.
    -----------------

     The Exercise Price and the number of Warrant Shares purchasable hereunder
are subject to adjustment, as follows:

     2.01  If the Corporation shall effect a subdivision or combination or
consolidation of shares (whether by way of stock split, reverse stock split or
otherwise) or other capital reorganization or reclassification of any class or
series of the capital stock of the Corporation for which this Warrant is then
exercisable, or the payment of a stock dividend or other distribution of stock
with respect to any such class or series of capital stock, then the number of
Warrant Shares purchasable hereunder and the Exercise Price shall be
appropriately adjusted in such a manner as to entitle the Warrantholder to
receive upon exercise of this Warrant, for the same aggregate consideration, the
same total number, type, class and series of securities and other property as
such Warrantholder would have received as a result of the event requiring the
adjustment had such Warrantholder exercised this Warrant in full immediately
prior to such event.

     2.02  If there shall occur any consolidation or merger of the Corporation
or sale of all or substantially all of the Corporation's assets, then as a
condition of such consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Warrantholder shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein
specified and in lieu of the Warrant Shares immediately theretofore purchasable
and receivable upon exercise of this Warrant, such securities and other property
as such Warrantholder would have received as a result of the event requiring the
adjustment had such Warrantholder exercised this Warrant in full immediately
prior to such event, and in any such case appropriate provision shall be made
with respect to the rights and interests of the Warrantholder to the end that
the provisions hereof shall thereafter be applicable, as nearly as may be, in
relation to the securities and other property thereafter deliverable upon the
exercise hereof.

     2.03  Upon the occurrence of any event specified in Subsection 2.01 or
Subsection 2.02, then, and in each such case, the Corporation shall give written
notice thereof to the Warrantholder in accordance with Subsection 1.04, which
notice shall state the adjustment in the Warrant Shares and the Exercise Price
resulting from such event, and shall set forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.

     2.04  In case at any time: (1) the Corporation shall pay any dividend or
make any distribution (other than regular cash dividends from earnings or earned
surplus paid at an established rate) to the holders of its Series C Preferred
Stock or Common Stock or offer to all holders of its Series C Preferred Stock or
Common Stock the right to subscribe for the purchase of any shares of capital
stock or securities convertible into or exercisable for such shares of capital
stock; (2) there shall be any capital reorganization or reclassification of the
capital stock of the Corporation, or consolidation or merger of the Corporation,
or sale of all or substantially all of its assets; or (3) there shall be a
voluntary or involuntary dissolution, liquidation or

                                      -3-
<PAGE>

winding-up of the Corporation; then, in any one or more of such cases, the
Corporation shall give written notice thereof to the Warrantholder in accordance
with Subsection 1.04, which notice shall state the date on which (a) the books
of the Corporation shall close or a record date shall be fixed for determining
the stockholders entitled to such dividend, distribution or subscription rights,
or (b) such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up shall take place, as the case may be.
Such notice shall also provide reasonable details of the proposed transaction
and specify the date as of which the record holders of Series C Preferred Stock
or Common Stock shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Series C Preferred Stock or
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, as the case may be. Such written notice shall be
given at least fifteen (15) days prior to the action in question and not less
than fifteen (15) days prior to the record date or the date on which the
Corporation's transfer books are closed in respect thereto.

     2.05  Antidilution rights applicable to the Series C Preferred Stock
purchasable hereunder are set forth in the Corporation's Certificate of
Incorporation, as amended through the date hereof, a true and complete copy of
which has been furnished to Warrantholder (the "Charter").  The Corporation
shall promptly provide the Warrantholder with any restatement, amendment,
modification or waiver of the Charter and with any Certificate of Adjustment
sent to the holders of Series C Preferred Stock in accordance with the Charter
relating to any adjustment or readjustment of the Conversion Price of the Series
C Preferred Stock.

3.  Payment of Exercise Price.  The Exercise Price may be paid at the
    -------------------------
Warrantholder's election either (i) by cash, certified or official bank check,
or wire transfer of funds to an account designated by the Corporation, or (ii)
by surrender of Warrants ("Net Issuance") as determined below.  If the
Warrantholder elects the Net Issuance method, the Corporation shall issue Series
C Preferred Stock or Common Stock as follows:

     (A) Prior to the Automatic Conversion Effective Time (as defined in Section
4), the Corporation shall issue Series C Preferred Stock in accordance with the
following formula:

<TABLE>
<S>              <C>     <C>

                 X   =   (Y)(A-B)/A

     Where:      X   =   the number of shares of Series C Preferred Stock to be issued to the Warrantholder

                 Y   =   the number of shares of Series C Preferred Stock requested to be exercised under this Warrant

                 A   =   the current fair market value of one (1) share of Series C Preferred Stock

                 B   =   the Exercise Price
</TABLE>

                                      -4-
<PAGE>

     As used herein, the current fair market value of a share of Series C
Preferred Stock shall mean the price per share which the Corporation could
obtain from a willing buyer for shares of Series C Preferred Stock, as
determined in good faith by the Corporation's Board of Directors, unless the
Corporation shall become subject to a merger, acquisition or other consolidation
pursuant to which the holders of Series C Preferred Stock receive securities
and/or other property in exchange for their Series C Preferred Stock, in which
case the fair market value of Series C Preferred Stock shall be deemed to be the
value of the securities and other property received by the holders of the
Corporation's Series C Preferred Stock per share of Series C Preferred Stock
pursuant to such merger, acquisition or other consolidation.

     (B) Upon and after the Automatic Conversion Effective Time, the Corporation
shall issue Common Stock in accordance with the following formula:

<TABLE>
<S>              <C>     <C>
                 X   =   (Y)(A-B)/A

     Where:      X   =   the number of shares of Common Stock to be issued to the Warrantholder

                 Y   =   the number of shares of Common Stock requested to be exercised under this Warrant

                 A   =   the fair market value of one (1) share of Common Stock

                 B   =   the Exercise Price
</TABLE>

     As issued herein, current fair market value of Common Stock shall mean with
respect to each share of Common Stock:

          (i) if the exercise is in connection with the Corporation's initial
     public offering of Common Stock, and if the Corporation's Registration
     Statement relating to such public offering has been declared effective by
     the SEC, then the initial "Price to Public" specified in the final
     prospectus with respect to the offering;

          (ii) if this Warrant is exercised after, and not in connection with,
     the Corporation's initial public offering of Common Stock and

               (a) if the Common Stock is traded on a national securities
          exchange or quoted on the Nasdaq Stock Market, the fair market value
          shall be deemed to be the average of the closing prices over a twenty-
          one (21) day period ending three days before the day the current fair
          market value of the Common Stock is being determined; or

               (b) if the Common Stock is not listed on a national securities
          exchange or quoted on the Nasdaq Stock Market but is actively traded
          over-the-counter, the fair market value shall be deemed to be the
          average of the closing bid and asked prices reported by the National
          Quotation Bureau (or similar system) over the

                                      -5-
<PAGE>

          twenty-one (21) day period ending three days before the day the
          current fair market value of the Common Stock is being determined;

          (iii)  if at any time the Common Stock is not listed on any national
     securities exchange or quoted on the Nasdaq Stock Market or actively traded
     or in the over-the-counter market, the current fair market value of Common
     Stock shall be the price per share which the Corporation could obtain from
     a willing buyer (not a current employee or director) for shares of Common
     Stock sold by the Corporation, from authorized but unissued shares, as
     determined in good faith by its Board of Directors, unless the Corporation
     shall become subject to a merger, acquisition or other consolidation
     pursuant to which the holders of Common Stock receive securities and/or
     other property in exchange for their Common Stock, in which case the fair
     market value of Common Stock shall be deemed to be the value of the
     securities and other property received by the holders of the Corporation's
     Common Stock per share of Common Stock pursuant to such merger, acquisition
     or other consolidation.

     Upon partial exercise of this Warrant, the Corporation shall promptly issue
an amended Warrant representing the remaining number of shares purchasable
hereunder.  All other terms and conditions of such amended Warrant shall be
identical to those contained herein, including, but not limited to the Effective
Date hereof.

4.   Automatic Conversion of Series C Preferred Stock.  If at any time the
     ------------------------------------------------
issued and outstanding shares of the Corporation's Series C Preferred Stock
shall be automatically converted into shares of Common Stock under the terms of
the Charter, then upon and after the effective time of such automatic conversion
of the Series C Preferred Stock (the "Automatic Conversion Effective Time"), the
right to purchase Series C Preferred Stock granted herein shall terminate, and
this Warrant shall represent the right to purchase a number of shares of Common
Stock calculated as follows:

<TABLE>
<S>              <C>     <C>
                 X   =   (Y)(Z)

     where:      X   =   the number of shares of Common Stock purchasable under this Warrant upon and after such
                         Automatic Conversion Effective Time

                 Y   =   the number of shares of Series C Preferred Stock purchasable under this Warrant
                         immediately prior to such Automatic Conversion Effective Time

                 Z   =   the number of shares of Common Stock issuable upon conversion of each share of Series C
                         Preferred Stock immediately prior to such Automatic Conversion Effective Time

</TABLE>

          and the Exercise Price per share of Common Stock shall be a price
          calculated as follows:

                           -6-
<PAGE>

<TABLE>
<S>              <C>     <C>
                 A   =   (B) (X) /Y

     where:      A   =   the Exercise Price per share of Common Stock upon and after such Automatic Conversion
                         Effective Time

                 B   =   the Exercise Price per share of Series C Preferred Stock immediately prior to such
                         Automatic Conversion Effective Time

                 X   =   the number of shares of Series C Preferred Stock purchasable under this Warrant
                         immediately prior to such Automatic Conversion Effective Time

                 Y   =   the number of shares of Common Stock purchasable under this Warrant upon and after such
                         Automatic Conversion Effective Time
</TABLE>

     Thereafter, the number of shares of Common Stock purchasable hereunder and
the Exercise Price per share shall be subject to adjustment for the types of
events described in Section 2 above that occur with respect to the Common Stock.

5.   Restrictions.  The Warrant Shares issuable u upon exercise of this Warrant
     ------------
are subject to the terms and provisions of a Voting Agreement among the
Corporation and certain stockholders of the Corporation. The Corporation shall
furnish a copy of such Voting Agreement to any registered holder of this Warrant
or such Warrant Shares upon written request and without charge. Any certificate
or certificates representing Warrant Shares issued upon exercise of this Warrant
shall contain a legend to the foregoing effect.

6.   Miscellaneous.
     -------------

     6.01  No Rights as Stockholder.  This Warrant shall not entitle the
           ------------------------
Warrantholder to any voting rights or any other rights as a stockholder of the
Corporation, but upon presentation of this Warrant with the subscription form
annexed duly executed and the tender of payment of the Exercise Price at the
office of the Corporation pursuant to the provisions of this Warrant, the
Warrantholder shall forthwith be deemed a stockholder of the Corporation in
respect of the shares of Series C Preferred Stock or Common Stock so subscribed
and paid for.

     6.02  Governing Law.  This Warrant shall be governed by, and construed
           -------------
and enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.

     6.03  Fractional Shares.  No fractional shares or scrip representing
           -----------------
fractional shares shall be issued upon exercise of this Warrant.  If, upon
exercise of this Warrant, the Warrantholder would, except for the provisions of
this Subsection 6.03, be entitled to receive a fractional share of Series C
Preferred Stock or Common Stock, then the Corporation shall pay

                                      -7-
<PAGE>

the exercising Warrantholder in cash an amount equal to such fractional share
multiplied by the fair market value (as reasonably determined by the
Corporation's Board of Directors) of one share of Series C Preferred Stock or
Common Stock, as the case may be.

     6.04  Headings.  The headings in the Warrant are inserted for convenience
           --------
of reference only and shall not affect the interpretation of this Warrant.
Whenever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and the plural, and pronouns
stated in either the masculine or the neuter gender shall include the masculine,
the feminine and the neuter.

     6.05  Substitution.  In case this Warrant shall be mutilated, lost, stolen
           ------------
or destroyed, the Corporation shall issue a new Warrant of like tenor and
denomination and deliver the same (a) in exchange and substitution for and upon
surrender and cancellation of any mutilated Warrant, or (b) in lieu of any
Warrant lost, stolen or destroyed, upon receipt of evidence satisfactory to the
Corporation of the loss, theft, or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction), and an indemnity agreement reasonably satisfactory to the
Corporation.

     6.06  Modification.  This Warrant and any term hereof may be changed,
           ------------
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is or may be sought.

     IN WITNESS WHEREOF, the Corporation has caused this Stock Purchase Warrant
to be signed by its President thereunto duly authorized and its corporate seal
to be hereunto affixed and attested by its Secretary.

Dated: ________________________          SEQUENOM,, INC

(Corporate Seal)

Attest:                                  By:___________________________
                                                  Its President

________________________________
Secretary

                                      -8-
<PAGE>

                           WARRANTHOLDER'S ACCEPTANCE
                           --------------------------

     The undersigned hereby accepts the foregoing warrant and agrees to the
terms and conditions thereof.


                                       WARRANTHOLDER


                                       By:____________________________
<PAGE>

                               SUBSCRIPTION FORM
                               -----------------

     The undersigned, the registered holder of the within Stock Purchase
Warrant, hereby irrevocably elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder, _______ shares of Series C
Convertible Preferred Stock, par value $.001 per share, of Sequenom, Inc., and
herewith makes payment of $ ____________ therefor and requests that the
certificates representing such shares be issued in the name of and delivered to
____________ and if such shares shall not include all of the shares issuable
under this Warrant, that a new Warrant of like tenor and date be delivered to
the undersigned for the shares not issued.


Dated:_______________________________  _______________________________
                                       Name of Registered Holder


                                       _______________________________
                                       Authorized Signature
<PAGE>

                               FORM OF ASSIGNMENT
                               ------------------

     For value received the undersigned hereby sells, assigns and transfers unto
________________________, whose address is __________________________________,
the within Stock Purchase Warrant with respect to _________ shares of Series C
Convertible Preferred Stock purchasable thereby, and does hereby irrevocably
constitute and appoint _______________ attorney to transfer the within Warrant
on the books of Sequenom, Inc. with full power of substitution in the premises.


Dated:_________________________        _______________________________
                                       Name of Registered Holder

In the presence of:


_______________________________        _______________________________
                                       Authorized Signature
<PAGE>

                                  EXHIBIT 4.1
                                  -----------

          Foreign Qualification; Certificate of Incorporation; By-Laws
          ------------------------------------------------------------

     The Corporation is qualified to do business in Massachusetts and
California.

     Copies of the Certificate of Incorporation (not including the Certificate
of Amendment contained in Exhibit 1) and By-Laws are attached hereto.
<PAGE>

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 SEQUENOM, INC.

     FIRST:    The name of the corporation is Sequenom, Inc. (the
"Corporation").

     SECOND:   The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle 19801.  The name of its registered agent at
such address is The Corporation Trust Company.

     THIRD:    The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     FOURTH:   The Corporation is authorized to issue one class of shares to be
designated "Common Stock".  The number of shares of Common Stock authorized to
be issued is Fifteen Million (15,000,000).  The Common Stock shall have a par
value of $0.001 per share, and the aggregate par value of all shares of Common
Stock shall be $15,000.

     FIFTH:    The Corporation is to have perpetual existence.

     SIXTH:    In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the corporation.

     SEVENTH:  The number of directors which constitute the entire Board of
Directors of the Corporation shall be as specified in the Bylaws of the
Corporation.

     EIGHTH:   To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, no director
of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article Eighth, nor the adoption of any
provision of this Restated Certificate of Incorporation inconsistent with this
Article Eighth, shall eliminate or reduce the effect of this Article Eighth in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article Eighth, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.

     NINTH:    The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
<PAGE>

     The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is his act and deed and that the facts stated
herein are true.

Dated: February  14, 1994                 /s/ Joe C. Sorenson
                                          -------------------
                                          Joe C. Sorenson
                                          Incorporator

                                          525 University Avenue
                                          14th Floor
                                          Palo Alto, California 94301

                                      2.
<PAGE>

                                 SEQUENOM, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

          Sequenom, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          FIRST: That the Board of Directors of Sequenom, Inc., by the unanimous
written consent of its members, filed with the minutes of the board, duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
authorizing the officers of said corporation to solicit the approval of the
stockholders of said corporation for consideration thereof.  The resolution
setting forth the proposed amendment is as follows:

          RESOLVED:  That the Certificate of Incorporation of this corporation
          be amended by changing Article FOURTH thereof so that, as amended said
          Article shall be and read as follows:

          "The Corporation is authorized to issue one class of shares to be
          designated "Common Stock." The number of shares of Common Stock
          authorized to be issued is Two Million One Hundred Thousand
          (2,100,000).  The Common Stock shall have a value of $0.001 per share,
          and the aggregate par value of all shares of Common Stock shall be
          $2,100.  Upon the amendment of this article to read as herein set
          forth, each ten (10) outstanding shares of Common Stock shall be
          combined and converted into one (1) share."

          SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, the written consents of the stockholders of said corporation were
solicited pursuant to authority to act without a meeting in accordance With
Section 228(a) of the General Corporation Law of
<PAGE>

Delaware and Section 2.11 of the bylaws of said corporation; and that the
stockholders unanimously consented to the amendment.

          THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          IN WITNESS WHEREOF, said Sequenom, Inc. has caused this certificate to
be signed by Nola E. Masterson, its President, and attested by Robert E.
Patterson, its Secretary, this 23rd day of May, 1994.

                                      BY: /s/ Nola Masterson
                                          ------------------
                                          Nola E. Masterson,
President

ATTEST:


By: /s/ Robert Patterson
    --------------------
    Robert E. Patterson, Secretary

                                      2.
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                               OF SEQUENOM, INC.

     Sequenom, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST:    That the Board of Directors of said corporation by unanimous
               written consent duly adopted resolutions proposing and declaring
               advisable that the Certificate of Incorporation of said
               corporation be amended and that such amendment be submitted to
               the stockholders of the Corporation for their consideration, as
               follows:

                    RESOLVED:  That the Board of Directors of this Corporation
                               recommends and deems it advisable that the
                               Certificate of Incorporation of this Corporation,
                               as heretofore amended, be further amended by
                               deleting Article FOURTH thereof and substituting
                               for said Article FOURTH the new Article FOURTH
                               set forth on Exhibit A attached hereto; and
                                            ---------

                    RESOLVED:  That the aforesaid proposed amendment be
                               submitted to the stockholders of the Corporation
                               for their consideration; and

                    RESOLVED:  That following the approval by the stockholders
                               of the aforesaid amendment as required by law,
                               the officers of this Corporation be, and they
                               hereby are, and each of them hereby is,
                               authorized and directed (i) to prepare, execute
                               and file with the Secretary of State of the State
                               of Delaware a Certificate of Amendment setting
                               forth the aforesaid amendment in the form
                               approved by the stockholders and (ii) to take any
                               and all other actions necessary, desirable or
                               convenient to give effect to the aforesaid
                               amendment or otherwise to carry out the purposes
                               of the foregoing Resolutions.

     SECOND:   That in lieu of a meeting and vote of stockholders, the
               stockholders have given written consent to said amendments in
               accordance with the provisions of section 228 of the General
               Corporation Law of the State of Delaware, and written notice of
               the adoption of the amendments has been given as provided in
               section 228 of the General Corporation Law of the State of
               Delaware to every stockholder entitled to such notice.
<PAGE>

     THIRD:    That the aforesaid amendments were duly adopted in accordance
               with the applicable provisions of sections 228 and 242 of the
               General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Sequenom, Inc. has caused this certificate to be
signed by Russell D. Hays, its President, and attested by Robert E. Patterson,
its Secretary, this 7th day of March, 1995.

ATTEST:                            SEQUENOM, INC.



By:  /s/ illegible                 By:  /s/ illegible
     ---------------                    ---------------
     Secretary                          President

                                      -2-
<PAGE>

                                   EXHIBIT A
                                   ---------

FOURTH:  The total number of shares of all classes of stock which the
------
Corporation has authority to issue is 4,399,000 shares, consisting of 2,301,000
shares of Common Stock, par value $.001 per share (the "Common Stock"), and
2,098,000 shares of Series A Convertible Preferred Stock, par value $.001 per
share (the "Series A Preferred Stock"), amounting to an aggregate par value of
$4,399.

     The powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect of each class or series of stock of the
Corporation shall be as follows:

     Section 1.  Liquidation Rights.
     ---------   ------------------

          (a) Treatment at Liquidation, Dissolution or Winding Up.  In the event
              ---------------------------------------------------
of any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, the holders of each share of the Series A
Preferred Stock shall be entitled to be paid first out of the assets of the
Corporation available for distribution to holders of the Corporation's capital
stock of all classes an amount equal to the greater of:

               (i) $0.50 per share of Series A Preferred Stock (which amount
     shall be subject to equitable adjustment whenever there shall occur a stock
     dividend, stock split, combination of shares, reclassification or other
     similar event with respect to the Series A Preferred Stock) plus all
     dividends declared but unpaid thereon, to and including the date full
     payment shall be tendered to the holders of the Series A Preferred Stock
     with respect to such liquidation, .dissolution or winding up, or

               (ii) such amount per share of Series A Preferred Stock as would
     have been payable had all shares of Series A Preferred Stock been converted
     to Common Stock immediately prior to such event of liquidation, dissolution
     or winding up pursuant to the provisions of Section 2 hereof, plus all
     dividends declared but unpaid on each share of Series A Preferred Stock to
     and including the date full payment shall be tendered to the holders of the
     Series A Preferred Stock with respect to such liquidation, dissolution or
     winding up.

     If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series A Preferred Stock of all amounts
distributable to them under this Subsection 1(a), then the entire assets of the
Corporation available for such distribution shall be distributed ratably among
the holders of the Series A Preferred Stock in proportion to the full
preferential amount each such holder is otherwise entitled to receive.

     After such payments shall have been made in full to the holders of the
Series A Preferred Stock or funds necessary for such payments shall have been
set aside by the Corporation in trust for the account of holders of Series A
Preferred Stock so as to be available for such payments, the remaining assets
available for distribution shall be distributed among the holders of the Common
Stock ratably in proportion to the number of shares of Common Stock held by
them.
<PAGE>

     Upon conversion of shares of Series A Preferred Stock into shares of Common
Stock pursuant to Section 2 below, the holder of such Common Stock shall not be
entitled to any preferential payment or distribution in case of any liquidation,
dissolution or winding up, but shall share ratably in any distribution of the
assets of the Corporation to all the holders of Common Stock.

     The amounts payable with respect to shares of Series A Preferred Stock
under this Section 1 are sometimes hereinafter referred to as "Liquidation
Payments."

          (b) Distributions Other than Cash.  Whenever the distribution provided
              -----------------------------
for in this Section 1 shall be payable in property other than cash, the value of
such distribution shall be the fair market value of such property as determined
in good faith by the Board of Directors of the Corporation.

          (c) Merger as Liquidation, etc.  The merger or consolidation of the
              --------------------------
Corporation into or with another corporation (except one in which the holders of
capital stock of the Corporation immediately prior to such merger or
consolidation continue to hold at least eighty percent (80%) in voting power of
the capital stock of the surviving corporation, in which case the provisions of
Subsection 2(h) shall apply), or the sale of all or substantially all of the
assets of the Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the Corporation for purposes of this Section 1
unless the holders of at least eighty percent (80%) of the then outstanding
shares of Series A Preferred Stock elect to the contrary by giving written
notice thereof to the Corporation at least three days before the effective date
of such event.  If such notice is given, the provisions of Subsection 2(h) shall
apply.  Any amounts received by the holders of Series A Preferred Stock as a
result of such merger or consolidation shall be deemed to be applied toward, and
all consideration received by the Corporation in such asset sale together with
all other available assets of the Corporation shall be distributed toward, the
Liquidation Payments attributable to such shares of Series A Preferred Stock
unless such election is made

          (d) Notice.  Written notice of any proposed liquidation, dissolution
              ------
or winding up of the affairs of the Corporation (including any merger,
consolidation or sale of assets which may be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation under Subsection
l(c)), stating a payment date, the amount of the Liquidation Payments and the
place where said Liquidation Payments shall be payable, shall be given by first
class mail, postage prepaid, or by telex to non-U.S. residents, not less than
twenty (20) days prior to the payment date stated therein, to the holders of
record of Series A Preferred Stock, such notice to be addressed to each such
holder at its address as shown by the records of the Corporation.

     Section 2.  Conversion.  The holders of the Series A Preferred Stock shall
     ---------   ----------
have conversion rights as follows (the "Conversion Rights"):

          (a) Right to Convert; Conversion Price.  Each share of Series A
              ----------------------------------
Preferred Stock shall be convertible, without the payment of any additional
consideration by the holder thereof and at the option of the holder thereof, at
any time after the date of issuance of such share, at the office of the
Corporation or any transfer agent for the Series A Preferred Stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by

                                      -2-
<PAGE>

dividing $0.50 by the Conversion Price, determined as hereinafter provided,
in effect at the time of conversion.  The Conversion Price at which shares of
Common Stock shall be deliverable upon conversion without the payment of any
additional consideration by the holder of Series A Preferred Stock (the
"Conversion Price") shall initially be $0.50 per share of Common Stock.  Such
initial Conversion Price shall be subject to adjustment, in order to adjust the
number of shares of Common Stock into which the Series A Preferred Stock is
convertible, as hereinafter provided.

          (b) Automatic Conversion.  Each share of Series A Preferred Stock
              --------------------
shall automatically be converted into shares of Common Stock at the then
effective Conversion Price upon:

               (i) the closing of a firm commitment underwritten public offering
     pursuant to an effective registration statement under the Securities Act of
     1933, as amended, covering the offer and sale of Common Stock for the
     account of the Corporation to the public at an initial public offering
     price per share not less than $2.50 (as adjusted pursuant to Subsection
     2(e)(vi) hereof to reflect any stock dividends, distributions,
     combinations, reclassifications or other like transactions effected by the
     Corporation in respect of its Common Stock) and with gross proceeds to the
     Corporation of not less than $10,000,000 (in the event of which offering,
     the person(s) entitled to receive the Common Stock issuable upon such
     conversion of the Series A Preferred Stock shall not be deemed to have
     converted that Series A Preferred Stock until the closing of such
     offering); or

               (ii) the written election of the holders of not less than eighty
     percent (80%) of the then outstanding shares of Series A Preferred Stock to
     require such mandatory conversion.

          (c) Mechanics of Mandatory Conversions.  Upon the occurrence of an
              ----------------------------------
event specified in Subsection 2(b), the Series A Preferred Stock shall be
converted automatically without any further action by the holders of such shares
and whether or not the certificates representing such shares are surrendered to
the Corporation or its transfer agent; provided, however, that all holders of
shares of Series A Preferred Stock shall be given written notice of the
occurrence of an event specified in Subsection 2(b) including the date such
event occurred (the "Mandatory Conversion Date"), and the Corporation shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless certificates evidencing such shares of the
Series A Preferred Stock being converted are either delivered to the corporation
or its transfer agent, or the holder notifies the Corporation or any transfer
agent that such certificates have been lost, stolen, or destroyed and executes
an agreement satisfactory to the Corporation to indemnify the Corporation from
any loss incurred by it in connection therewith and, if the Corporation so
elects, provides an appropriate indemnity bond.  On the Mandatory Conversion
Date, all rights with respect to the Series A Preferred Stock so converted shall
terminate, except any of the rights of the holder thereof, upon surrender of the
holder's certificate or certificates therefor, to receive certificates for the
number of shares of Common Stock into which such Series A Preferred Stock has
been converted, together with cash in an amount equal to all dividends declared
but unpaid on, and any and all other amounts owing with respect to, the shares
of Series A Preferred Stock converted to and including the time of

                                      -3-
<PAGE>

conversion. Upon the automatic conversion of the Series A Preferred Stock, the
holders of such Series A Preferred Stock shall surrender the certificates
representing such shares at the office of the Corporation or of its transfer
agent. If so required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by written instrument, or
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the registered holder or by the holder's attorney duly authorized in writing.
Upon surrender of such certificates there shall be issued and delivered to such
holder, promptly at such office and in the holder's name as shown on such
surrendered certificate or certificates, a certificate or certificates for the
number of shares of Common Stock into which the shares of the Series A Preferred
Stock surrendered were convertible on the date on which such automatic
conversion occurred, together with cash in an amount equal to all dividends
declared but unpaid on, and any and all other amounts owing with respect to, the
shares of Series A Preferred Stock converted to and including the time of
conversion. No fractional share of Common Stock shall be issued upon the
mandatory conversion of the Series A Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to such fraction multiplied by the then effective Conversion Price.

          (d) Mechanics of Optional Conversions.  Before any holder of Series A
              ---------------------------------
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, the holder shall surrender the certificate or certificates therefor at
the office of the Corporation or of any transfer agent for the Series A
Preferred Stock, and shall give written notice to the Corporation at such office
that the holder elects to convert the same and shall state therein the holder's
name or the name or names of the holder's nominees in which the holder wishes
the certificate or certificates for shares of Common Stock to be issued.  On the
date of conversion, all rights with respect to the Series A Preferred Stock so
converted shall terminate, except any of the rights of the holder thereof, upon
surrender of the holder's certificate or certificates therefor, to receive
certificates for the number of shares of Common Stock into which such Series A
Preferred Stock has been converted and cash in an amount equal to all dividends
declared but unpaid thereon and any and all other amounts owing with respect
thereto at such time.  If so required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by written
instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or by the holder's attorney duly
authorized in writing.  No fractional share of Common Stock shall be issued upon
the optional conversion of the Series A Preferred Stock.  In lieu of any
fractional share to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price.  The Corporation shall, as soon as practicable after
surrender of the certificate or certificates for conversion, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the holder's
nominee or nominees, a certificate or certificates for the number of shares of
Common Stock to which the holder shall be entitled as aforesaid, together with
cash in lieu of any fraction of a share and cash in an amount equal to all
dividends declared but unpaid thereon and any and all other amounts owing with
respect thereto at such time.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on such date.

                                      -4-
<PAGE>

          (e) Adjustments to Conversion Price for Diluting Issues.
              ---------------------------------------------------

               (i) Special Definitions.  For purposes of this Subsection 2(e),
                   -------------------
     the following definitions shall apply:

                    (1) "Option" shall mean rights, options or warrants to
                         ------
          subscribe for, purchase or otherwise acquire either Common Stock or
          Convertible Securities.

                    (2) "Original Issue Date" shall mean the first date on which
                         -------------------
          a share of Series A Preferred Stock was issued.

                    (3) "Convertible Securities" shall mean any evidences of
                         ----------------------
          indebtedness, shares of capital stock (other than Common Stock) or
          other securities directly or indirectly convertible into or
          exchangeable for Common Stock.

                    (4) "Additional Shares of Common Stock" shall mean all
                         ---------------------------------
          shares of Common Stock issued (or, pursuant to Subsection 2(e)(iii),
          deemed to be issued) by the Corporation after the original Issue Date,
          other than:

                         (A) shares of Series A Preferred Stock issuable upon
               exercise of Options outstanding on the Original Issue Date;

                         (B) up to 200,000 shares of Series A Preferred Stock
               issuable upon exercise of Options which may be issued in
               connection with equipment lease financing provided to the
               Corporation by Comdisco, Inc. or its affiliates;

                         (C) shares of Common Stock issued or issuable upon
               conversion of shares of Series A Preferred Stock;

                         (D) shares of Common Stock issued or issuable to
               officers or employees or directors of, or consultants to, the
               Corporation pursuant to a stock purchase or option plan or other
               employee stock bonus arrangement (collectively, the "Plans")
               approved by the Board of Directors; and

                         (E) shares of Common Stock issued as a dividend or
               distribution on Series A Preferred Stock.

               (ii) No Adjustment of Conversion Price.  Except as set forth in
                    ---------------------------------
     Subsection 2(e)(vi), no adjustment in the number of shares of Common Stock
     into which the Series A Preferred Stock is convertible shall be made, by
     adjustment in the Conversion Price in respect of the issuance of Additional
     Shares of Common Stock, unless the consideration per share for an
     Additional Share of Common Stock (determined pursuant to Subsection
     2(e)(v)) issued or deemed to be issued by the Corporation is less

                                      -5-
<PAGE>

     than the Conversion Price in effect on the date of, and immediately prior
     to, the issue of such Additional Share.

               (iii)  Issue of Securities Deemed Issue of Additional Shares of
                      --------------------------------------------------------
     Common Stock.
     ------------

                    (1) Options and Convertible Securities.  In the event the
                        ----------------------------------
          Corporation at any time or from time to time after the Original Issue
          Date shall issue any Options or Convertible Securities or shall fix a
          record date for the determination of holders of any class of
          securities entitled to receive any such options or Convertible
          Securities, then the maximum number of shares (as set forth in the
          instrument relating thereto without regard to any provisions contained
          therein for a subsequent adjustment of such number) of Common Stock
          issuable upon the exercise of such Options or, in the case of
          Convertible Securities and Options therefor, the conversion or
          exchange of such Convertible Securities, shall be deemed to be
          Additional Shares of Common Stock issued as of the time of such issue
          or, in case such a record date shall have been fixed, as of the close
          of business on such record date, provided that in any such case in
          which Additional Shares of Common Stock are deemed to be issued:

                         (A) no further adjustment in the Conversion Price shall
               be made upon the subsequent issue of Convertible Securities or
               shares of Common Stock upon the exercise of such Options or
               conversion or exchange of such Convertible Securities;

                         (B) if such Options or Convertible Securities by their
               terms provide, with the passage of time or otherwise, for any
               increase in the consideration payable to the corporation, or
               decrease in the number of shares of Common Stock issuable, upon
               the exercise, conversion or exchange thereof, the Conversion
               Price computed upon the original issue thereof (or upon the
               occurrence of a record date with respect thereto), and any
               subsequent adjustments based thereon, shall, upon any such
               increase or decrease becoming effective, be recomputed to reflect
               such increase or decrease insofar as it affects such Options or
               the rights of conversion or exchange under such Convertible
               Securities;

                         (C) upon the expiration of any such Options or any
               rights of conversion or exchange under such Convertible
               Securities which shall not have been exercised, the Conversion
               Price computed upon the original issue thereof (or upon the
               occurrence of a record date with respect thereto), and any
               subsequent adjustments based thereon, shall, upon such
               expiration, be recomputed as if:

                              (I) In the case of Convertible Securities or
                    Options for Common Stock the only Additional Shares of
                    Common Stock issued were the shares of Common Stock, if any,
                    actually issued upon the exercise of such Options or the
                    conversion

                                      -6-
<PAGE>

                    or exchange of such Convertible Securities and the
                    consideration received therefor was the consideration
                    actually received by the Corporation for the issue of all
                    such Options, whether or not exercised, plus the
                    consideration actually received by the Corporation upon such
                    exercise, or for the issue of all such Convertible
                    Securities which were actually converted or exchanged, plus
                    the additional consideration, if any, actually received by
                    the Corporation upon such conversion or exchange; and

                              (II) in the case of Options for Convertible
                    Securities only the Convertible Securities, if any, actually
                    issued upon the exercise thereof were issued at the time of
                    issue of such Options, and the consideration received by the
                    Corporation for the Additional Shares of Common Stock deemed
                    to have been then issued was the consideration actually
                    received by the Corporation for the issue of all such
                    Options, whether or not exercised, plus the consideration
                    deemed to have been received by the Corporation (determined
                    pursuant to Subsection 2(e)(v)) upon the issue of the
                    Convertible Securities with respect to which such Options
                    were actually exercised;

                         (D) no readjustment pursuant to clause (B) or (C) above
               shall have the effect of increasing the Conversion Price to an
               amount which exceeds the lower of (i) the Conversion Price on the
               original adjustment date, or (ii) the Conversion Price that would
               have resulted from any issuance of Additional Shares of Common
               Stock between the original adjustment date and such readjustment
               date;

                         (E) in the case of any Options which expire by their
               terms not more than 30 days after the date of issue thereof, no
               adjustment of the Conversion Price shall be made until the
               expiration or exercise of all such Options, whereupon such
               adjustment shall be made in the same manner provided in clause
               (C) above; and

                         (F) if such record date shall have been fixed and such
               Options or Convertible Securities are not issued on the date
               fixed therefor, the adjustment previously made in the Conversion
               Price which became effective on such record date shall be
               cancelled as of the close of business on such record date, and
               thereafter the Conversion Price shall be adjusted pursuant to
               this Subsection 2(e)(iii) as of the actual date of their
               issuance.

                    (2) Stock Dividends, Stock Distributions and Subdivisions.
                        -----------------------------------------------------
          In the event the Corporation at any time or from time to time after
          the Original Issue Date shall declare or pay any dividend or make any
          other distribution on the Common Stock payable in Common Stock or
          effect a subdivision of the outstanding shares of Common Stock (by
          reclassification or otherwise than by

                                      -7-
<PAGE>

          payment of a dividend in Common Stock), then and in any such event,
          Additional Shares of Common Stock shall be deemed to have been issued:

                         (A) in the case of any such dividend or distribution,
               immediately after the close of business on the record date for
               the determination of holders of any class of securities entitled
               to receive such dividend or distribution, or

                         (B) in the case of any such subdivision, at the close
               of business on the date immediately prior to the date upon which
               such corporate action becomes effective.

                    If such record date shall have been fixed and no part of
          such dividend shall have been paid on the date fixed therefor, the
          adjustment previously made in the Conversion Price which became
          effective on such record date shall be cancelled as of the close of
          business on such record date, and thereafter the Conversion Price
          shall be adjusted pursuant to this Section 2(e)(iii) as of the time of
          actual payment of such dividend.

               (iv) Adjustment of Conversion Price Upon Issuance of Additional
                    ----------------------------------------------------------
     Shares of Common Stock.  In the event that at any time or from time to time
     ----------------------
     after the Original Issue Date, the Corporation shall issue Additional
     Shares of Common Stock (including, without limitation, Additional Shares of
     Common Stock deemed to be issued pursuant to Subsection 2(e)(iii)(1) but
     excluding Additional Shares of Common Stock deemed to be issued pursuant to
     Subsection 2(e)(iii)(2), which event is dealt with in Subsection
     2(e)(vi)(1)), without consideration or for a consideration per share less
     than the applicable Conversion Price in effect on the date of and
     immediately prior to such issue, then and in such event, such Conversion
     Price shall be reduced, concurrently with such issue, to a price
     (calculated to the nearest cent) determined in accordance with the
     following formula:

                       (P1) (Ql) + (P2) (Q2)
               NPC =  ______________________
                          Q1     +     Q2
     where:

          NPC =   New Conversion Price.

          P1 =    Conversion Price of Series A Preferred Stock in effect
                  immediately prior to new issue.

          Q1 =    Number of shares of Common Stock outstanding, or deemed to be
                  outstanding as set forth below, immediately prior to such
                  issue.

          P2      Weighted average price per share received by the Corporation
                  upon such issue.

                                      -8-
<PAGE>

          Q2      Number of shares of Common Stock issued, or deemed to have
                  been issued, in the subject transaction.

     provided that for the purpose of this Subsection 2(e)(iv), all shares of
     -------------
     Common Stock issuable upon exercise or conversion of any Options or
     Convertible Securities outstanding immediately prior to such issue shall be
     deemed to be outstanding, and immediately after any Additional Shares of
     Common Stock are deemed issued pursuant to Subsection 2(e)(iii), such
     Additional Shares of Common Stock shall be deemed to be outstanding; and
     provided further, that the applicable Conversion Price shall not be so
     ----------------
     reduced at any time if the amount of such reduction would be an amount less
     than $.0l, but any such amount shall be carried forward and reduction with
     respect thereto made at the time of and together with any subsequent
     reduction which, together with such amount and any other amount or amounts
     so carried forward, shall aggregate $.0l or more.

               (v) Determination of Consideration.  For purposes of this
                   ------------------------------
     Subsection 2(e), the consideration received by the Corporation for the
     issue of any Additional Shares of Common Stock shall be computed as
     follows:

                    (1) Cash and Property: Such consideration shall:
                             -----------------

                         (A) insofar as it consists of cash, be computed at the
               aggregate amounts of cash received by the Corporation excluding
               amounts paid or payable for accrued interest or accrued
               dividends;

                         (B) insofar as it consists of property other than cash,
               be computed at the fair value thereof at the time of such issue,
               as determined in good faith by the Board of Directors; and

                         (C) in the event Additional Shares of Common Stock are
               issued together with other shares or securities or other assets
               of the Corporation for consideration which covers both, be the
               proportion of such consideration so received, computed as
               provided in clauses (A) and (B) above, as determined in good
               faith by the Board of Directors.

                    (2) Options and Convertible Securities.  The consideration
                        ----------------------------------
          per share received by the Corporation for Additional Shares of Common
          Stock deemed to have been issued pursuant to Subsection 2(e)(iii)(1),
          relating to Options and Convertible Securities, shall be determined by
          dividing (x) the total amount, if any, received or receivable by the
          Corporation as consideration for the issue of such Options or
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein for a
          subsequent adjustment of such consideration) payable to the
          Corporation upon the exercise of such Options or the conversion or
          exchange of such Convertible Securities, or in the case of Options for
          Convertible Securities, the exercise of such Options for Convertible
          Securities and the conversion or exchange of such

                                      -9-
<PAGE>

          Convertible Securities, by (y) the maximum number of shares of Common
          Stock (as set forth in the instruments relating thereto, without
          regard to any provision contained therein for a subsequent adjustment
          of such number) issuable upon the exercise of such Options or the
          conversion or exchange of such Convertible Securities.

               (vi) Adjustment for Dividends, Distributions, Subdivisions,
                    ------------------------------------------------------
     Combinations or Consolidations of Common Stock.
     ----------------------------------------------

                    (1) Stock Dividends, Distributions or Subdivisions.  In the
                        ----------------------------------------------
          event the Corporation shall be deemed to issue Additional Shares of
          Common Stock pursuant to Subsection 2(e)(iii)(2) in a stock dividend,
          stock distribution or subdivision, the Conversion Price in effect
          immediately before such deemed issuance shall, concurrently with the
          effectiveness of such deemed issuance, be proportionately decreased.

                    (2) Combinations or Consolidations.  In the event the
                        ------------------------------
          outstanding shares of Common Stock shall be combined or consolidated,
          by reclassification or otherwise, into a lesser number of shares of
          Common Stock, the Conversion Price in effect immediately prior to such
          combination or consolidation shall, concurrently with the
          effectiveness of such combination or consolidation, be proportionately
          increased.

          (f) Adjustments for Certain Dividends and Distributions.  In the event
              ---------------------------------------------------
that at any time or from time to time after the original Issue Date the
Corporation shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of securities of the
Corporation that they would have received had their Series A Preferred Stock
been converted into Common Stock on the date of such event and had they
thereafter, during the period from the date of such event to and including the
conversion date, retained such securities receivable by them as aforesaid during
such period, giving application during such period to all adjustments called for
herein.

          (g) Adjustment for Reclassification, Exchange, or Substitution.  In
              ----------------------------------------------------------
the event that at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of the Series A Preferred Stock
shall be changed into the same or a different number of shares of any class or
classes of stock, whether by capital reorganization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for above, or a merger, consolidation, or sale of assets provided for
below), then and in each such event the holder of each such share of Series A
Preferred Stock shall have the right thereafter to convert such share into the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, or other change, by holders of the
number of shares of Common Stock into which such shares of Series A Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification, or change, all subject to further adjustment as provided
herein.

                                     -10-
<PAGE>

          (h) Adjustment for Merger, Consolidation or Sale of Assets.  In the
              ------------------------------------------------------
event that at any time or from time to time after the Original Issue Date, the
Corporation shall merge or consolidate with or into another entity or sell all
or substantially all of its assets (other than a consolidation, merger or sale
which is treated as a liquidation pursuant to Subsection 1(c)), each share of
Series A Preferred Stock shall thereafter be convertible into the kind and
amount of shares of stock or other securities or property to which a holder of
the number of shares of Common Stock of the Corporation deliverable upon
conversion of such Series A Preferred Stock would have been entitled upon such
consolidation, merger or sale; and, in such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions set forth in this Section 2 with respect to the
rights and interest thereafter of the holders of Series A Preferred Stock, to
the end that the provisions set forth in this Section 2 (including provisions
with respect to changes in and other adjustments of the Conversion Price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the conversion of
the Series A Preferred Stock.

          (i) No Impairment.  The Corporation shall not, by amendment of its
              -------------
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but shall at
all times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series A Preferred Stock against impairment.

          (j) Certificate as to Adjustments.  Upon the occurrence of each
              -----------------------------
adjustment or readjustment of the Conversion Price pursuant to this Section 2,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each affected
holder of Series A Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.  The Corporation shall, upon the written request at any
time of any affected holder of Series A Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Conversion Price at the time in effect, and (iii)
the number of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of each share of Series
A Preferred Stock.

          (k) Notices of Record Date.  In the event of any taking by the
              ----------------------
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the Corporation shall mail to each
holder of Series A Preferred Stock at least ten (10) days prior to such record
date a notice specifying the date on which any such record is to be taken for
the purpose of such dividend or distribution.

          (1) Common Stock Reserved.  The Corporation shall reserve and keep
              ---------------------
available out of its authorized but unissued Common Stock such number of shares
of Common

                                     -11-
<PAGE>

Stock as shall from time to time be sufficient to effect conversion of
the Series A Preferred Stock.

          (m) Certain Taxes.  The Corporation shall pay any issue or transfer
              -------------
taxes payable in connection with the conversion of the Series A Preferred Stock,
provided, however, that the corporation shall not be required to pay any tax
which may be payable in respect of any transfer to a name other than that of the
holder of the Series A Preferred Stock.

          (n) Closing of Books.  The Corporation shall at no time close its
              ----------------
transfer books against the transfer of any Series A Preferred Stock or of any
shares of Common Stock issued or issuable upon the conversion of any shares of
Series A Preferred Stock in any manner which interferes with the timely
conversion or transfer of such Series A Preferred Stock or Common Stock.

     Section 3.  Voting Rights.  Except as otherwise required by law or
     ---------   -------------
hereinafter set forth, the holders of Series A Preferred Stock shall be entitled
to notice of any meeting of stockholders and shall vote together with the
holders of Common Stock as a single class upon any matter submitted to the
stockholders for a vote, on the following basis:

               (a) Holders of Common Stock shall have one vote per share; and

               (b)  Holders of Series A Preferred Stock shall have that number
     of votes per share as is equal to the number of shares of Common Stock
     (including fractions of a share) into which each such share of Series A
     Preferred Stock held by such holder could be converted on the date for
     determination of stockholders entitled to vote at the meeting or on the
     date of any written consent.

     With respect to all questions as to which, under law, stockholders are
required to vote by classes, the Series A Preferred Stock shall vote together as
a single class separately from the Common Stock.

     Section 4.  Dividends.  Dividends may be declared and paid on Common Stock
     ---------   ---------
and Series A Preferred Stock from funds lawfully available therefor as and when
determined by the Board of Directors of the Corporation.  If, when and as
dividends are declared and paid on shares of Common Stock, the Corporation shall
declare and pay at the same time to each holder of Series A Preferred Stock, a
dividend equal to the dividend which would have been payable to such holder if
the shares of Series A Preferred Stock held by such holder had been converted
into Common Stock on the record date for the determination of holders of Common
Stock entitled to receive such dividend.

     Section 5.  No Reissuance of Preferred Stock.  No share or shares of Series
     ---------   --------------------------------
A Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.

     Section 6.  Residual Rights.  All rights accruing to the outstanding shares
     ---------   ---------------
of the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

                                     -12-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                               OF SEQUENOM, INC.

     Sequenom, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST:   That at a meeting of the Board of Directors of said corporation
              resolutions were duly adopted proposing and declaring advisable
              that the Certificate of Incorporation of said corporation be
              amended and that such amendment be submitted to the stockholders
              of the Corporation for their consideration, as follows:

                    RESOLVED:  That the Board of Directors of this Corporation
                               recommends and deems it advisable that the
                               Certificate of Incorporation of this Corporation,
                               as heretofore amended, be further amended by
                               deleting Article FOURTH thereof and substituting
                               for said Article FOURTH the new Article FOURTH
                               set forth on Exhibit A attached hereto; and
                                            ---------

                    RESOLVED:  That the aforesaid proposed amendment be
                               submitted to the stockholders of the Corporation
                               for their consideration; and

                    RESOLVED:  That following the approval by the stockholders
                               of the aforesaid amendment as required by law,
                               the officers of this Corporation be, and they
                               hereby are, and each of them hereby is,
                               authorized and directed (i) to prepare, execute
                               and file with the Secretary of State of the State
                               of Delaware a Certificate of Amendment setting
                               forth the aforesaid amendment in the form
                               approved by the stockholders and (ii) to take any
                               and all other actions necessary, desirable or
                               convenient to give affect to the aforesaid
                               amendment or otherwise to carry out the purposes
                               of the foregoing Resolutions.

     SECOND:  That in lieu of a meeting and vote of stockholders, the
              stockholders have given written consent to said amendments in
              accordance with the provisions of section 228 of the General
              Corporation Law of the state of Delaware, and written notice of
              the adoption of the amendments has been given as provided in
              section 228 of the General Corporation Law of the State of
              Delaware to every stockholder entitled to such notice.
<PAGE>

     THIRD:   That the aforesaid amendments were duly adopted in accordance with
              the applicable provisions of sections 228 and 242 of the General
              Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Sequenom, Inc. has caused this certificate to be
signed by Randall R. Lunn, its President, and attested by David R. Pierson, its
Secretary, this 22nd, day of December, 1995.

ATTEST:                                   SEQUENOM, INC.



By: /s/ illegible                         By: /s/ illegible
    ---------------                           ---------------
    Secretary                                 President

                                      -2-
<PAGE>

                                   EXHIBIT A
                                   ---------


FOURTH:  The total number of shares of all classes of
------
stock which the Corporation has authority to issue is 10,753,366 shares,
consisting of 5,726,700 shares of Common Stock, par value $.001 per share (the
"Common Stock"), 1,650, 000 shares of Series A Convertible Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock"), and 3,376,666 shares of
Series B Convertible Preferred Stock, par value $.001 per share (the "Series B
Preferred Stock", and, together with the Series A Preferred Stock, the
"Preferred Stock"), amounting to an aggregate par value of $10,753.37.

     The powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect of each class or series of stock of the
Corporation shall be as follows:

     Section 1.  Liquidation Rights.
     ---------   ------------------

          (a)  In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
each share of the Series B Preferred Stock shall be entitled to be paid first
out of the assets of the Corporation available for distribution to holders of
the Corporation's capital stock of all classes an amount equal to the greater
of:

               (i)   $1.50 per share of series B Preferred Stock (which amount
     shall be subject to equitable adjustment whenever there shall occur a stock
     dividend, stock split, combination of shares, reclassification or other
     similar event with respect to the Series B Preferred Stock) plus all
     dividends declared but unpaid thereon, to and including the date full
     payment shall be tendered to the holders of the Series B Preferred Stock
     with respect to such liquidation, dissolution or winding up, or

               (ii)  such amount per share of Series B Preferred Stock as would
     have been payable had all shares of Series B Preferred Stock been converted
     to Common Stock immediately prior to such event of liquidation, dissolution
     or winding up pursuant to the provisions of Section 2 hereof, plus all
     dividends declared but unpaid on each shares of Series B Preferred Stock to
     and including the date full payment shall be tendered to the holders of the
     Series B Preferred Stock with respect to such liquidation, dissolution or
     winding up.

     If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series B Preferred Stock of all amounts so
distributable to them, then the entire assets of the Corporation available for
such distribution shall be distributed ratably among the holders of the Series B
Preferred Stock in proportion to the full preferential amount each such holder
is otherwise entitled to receive.

     After such payments shall have been made in full to the holders of the
Series B Preferred Stock or funds necessary for such payments shall have been
set aside by the Corporation in trust for the account of holders of Series B
Preferred Stock so as to be available for such payments, the holders of each
share of the Series A Preferred Stock shall be entitled to be paid out of the
<PAGE>

assets of the Corporation available for distribution to holders of the
Corporation's capital stock of all classes an amount equal to the greater of:

               (i)   $0.50 per share of Series A Preferred Stock (which amount
     shall be subject to equitable adjustment whenever there shall occur a stock
     dividend, stock split, combination of shares, reclassification or other
     similar event with respect to the Series A Preferred Stock) plus all
     dividends declared but unpaid thereon, to and including the date full
     payment shall be tendered to the holders of the Series A Preferred Stock
     with respect to such liquidation, dissolution or winding up, or

               (ii)  such amount par share of Series A Preferred Stock as would
     have been payable had all shares of Series A Preferred Stock been converted
     to Common Stock immediately prior to such event of liquidation, dissolution
     or winding up pursuant to the provisions of Section 2 hereof, plus all
     dividends declared but unpaid on each share of Series A Preferred Stock to
     and including the date full payment shall be tendered to the holders of the
     Series A Preferred Stock with respect to such liquidation, dissolution or
     winding up.

     If the assets of the Corporation shall be insufficient to permit the
payment in full to the holders of the Series A Preferred Stock of all amounts so
distributable to them, then the entire remaining assets of the Corporation
available for such distribution shall be distributed ratably among the holders
of the Series A Preferred Stock in proportion to the full preferential amount
each such holder is otherwise entitled to receive.

     After such payments shall have been made in full to the holders of the
Series B Preferred Stock and to the holders of the Series A Preferred Stock, or
funds necessary for such payments shall have been set aside by the Corporation
in trust for the account of holders of Preferred Stock so as to be available for
such payments, the remaining assets available for distribution shall be
distributed among the holders of the Common Stock ratably in proportion to the
number of shares of Common Stock held by them.

     Upon conversion of shares of Series B Preferred Stock or Series A Preferred
Stock into shares of Common Stock pursuant to Section 2 below, the holder of
such Common Stock shall not be entitled to any preferential payment or
distribution in case of any liquidation, dissolution or winding up, but shall
share ratably in any distribution of the assets of the Corporation to all the
holders of Common Stock.

     The amounts payable with respect to shares of Series B Preferred Stock and
Series A Preferred Stock under this Section l(a) are sometimes hereinafter
referred to as "Series B Liquidation Payments" and "Series A Liquidation
Payments," respectively, and together are sometimes hereinafter referred to as
the "Liquidation Payments."

          (b) Distributions Other than Cash.  Whenever the distributions
              -----------------------------
provided for in this Section 1 shall be payable in property other than cash, the
value of such distributions shall be the fair market value of such property as
determined in good faith by the Board of Directors of the Corporation.

                                      -2-
<PAGE>

          (c) Merger as Liquidation, etc.  The merger or consolidation of the
              --------------------------
Corporation into or with another corporation (except one in which the holders of
capital stock of the Corporation immediately prior to such merger or
consolidation continue to hold at least eighty percent (80%) in voting power of
the capital stock of the surviving corporation, in which case the provisions of
Subsection 2(h) shall apply), or the sale of all or substantially all of the
assets of the Corporation, shall be deemed to be a liquidation, dissolution or
winding up of the affairs of the Corporation for purposes of this Section 1 with
respect to the Series B Preferred Stock unless the holders of at least eighty-
five percent (85%) of the then outstanding shares of the Series B Preferred
Stock elect to the contrary, and with respect to the Series A Preferred Stock
unless the holders of at least eighty percent (80%) of the then outstanding
shares of the Series A Preferred Stock elect to the contrary, such election in
either case to be made by giving written notice thereof to the Corporation at
least three days before the effective date of such event.  If such notice is
given with respect to the Series B Preferred Stock or the Series A Preferred
Stock, the provisions of Subsection 2(h) shall apply to such Series B Preferred
Stock or Series A Preferred Stock, as the case may be.  Unless such election is
made, any amounts received by the holders of the Series B Preferred Stock and
the Series A Preferred Stock as a result of such merger or consolidation shall
be deemed to be applied toward, and all consideration received by the
Corporation in such asset sale together with all other available assets of the
Corporation shall be distributed toward, the Liquidation Payments attributable
to such shares of Series B Preferred Stock and Series A Preferred Stock,
respectively, in the order of preference set forth in Section 1.

          (d) Notice.  Written notice of any proposed liquidation, dissolution
              ------
or winding up of the affairs of the Corporation (including any merger,
consolidation or sale of assets which may be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation under Subsection
l(c)), stating a payment date, the amount of the Liquidation Payments and the
place where said Liquidation Payments shall be payable, shall be given by first
class mail, postage prepaid, or by telex to non-U.S. residents, not less than
twenty (20) days prior to the payment date stated therein, to the holders of
record of the Series B Preferred Stock and the Series A Preferred Stock, such
notice to be addressed to each such holder at its address an shown by the
records of the Corporation.

     Section 2.  Conversion.  The holders of Preferred Stock shall have
     ---------   ----------
conversion rights as follows (the "Conversion Rights"):

          (a) Right to Convert; Conversion Price.  Each share of Preferred Stock
              ----------------------------------
shall be convertible, without the payment of any additional consideration by the
holder thereof and at the option of the holder thereof, at any time after the
data of issuance of such share, at the office of the Corporation or any transfer
agent for the Preferred Stock, into such number of fully paid and nonassessable
shares of Common Stock as is determined in accordance with the following:

               (i)   in the case of the Series B Preferred Stock, by dividing
     $1.50 by the Series B Conversion Price determined as hereinafter provided,
     in affect at the time of conversion.  The Conversion Price at which shares
     of Common Stock shall be deliverable upon conversion of Series B Preferred
     Stock without the payment of any additional consideration by the holder
     thereof (the "Series B Conversion Price") shall initially be $1.50 per
     share of Common Stock.  Such initial Series B Conversion Price shall be

                                      -3-
<PAGE>

     subject to adjustment, in order to adjust the number of shares of Common
     Stock into which the Series B Preferred Stock in convertible, as
     hereinafter provided.

               (ii)  in the case of the Series A Preferred Stock, by dividing
     $0.50 by the Series A Conversion Price, determined as hereinafter provided,
     in effect at the time of conversion.  The Conversion Price at which shares
     of Common Stock shall be deliverable upon conversion of Series A Preferred
     Stock without the payment of any additional consideration by the holder
     thereof (the "Series A Conversion Price") shall initially be $0.50 per
     share of Common Stock.  Such initial Series A Conversion Price shall be
     subject to adjustment, in order to adjust the number of shares of Common
     Stock into which the Series A Preferred Stock is convertible, as
     hereinafter provided.

          (b) Automatic Conversion.  Each share of Series B Preferred Stock
              --------------------
shall automatically be converted into shares of Common Stock at the applicable
Series B conversion Price then in effect upon:

               (i)   the closing of a firm commitment underwritten public
     offering pursuant to an effective registration statement under the
     Securities Act of 1933, an amended, covering the offer and sale of Common
     Stock for the account of the Corporation to the public at an offering price
     per share (prior to underwriter commissions and discounts) of not less than
     $4.50 (an adjusted pursuant to Subsection 2 (e) (vi) hereof to reflect any
     stock dividends, distributions, combinations, reclassifications or other
     like transactions effected by the Corporation in respect of its Common
     Stock) and with gross proceeds to the Corporation of not less than
     $10,000,000 (in the event of which offering, the person(s) entitled to
     receive the Common Stock issuable upon such conversion of the Series B
     Preferred Stock shall not be deemed to have converted that Series B
     Preferred Stock until the closing of such offering); or

               (ii)  the written election of the holders of not less than
     eighty-five percent (85%) of the then outstanding shares of the Series B
     Preferred Stock to require such mandatory conversion.

     Each share of Series A Preferred Stock shall automatically be converted
into shares of Common Stock at the applicable Series A Conversion Price then in
effect upon:

               (i)   the closing of a firm commitment underwritten public
     offering pursuant to an effective registration statement under the
     Securities Act of 1933, as amended, covering the offer and sale of Common
     Stock for the account of the Corporation to the public at an offering price
     per share (prior to underwriter commissions and discounts) of not less than
     $2.50 (as adjusted pursuant to Subsection 2 (e) (vi) , hereof to reflect
     any stock dividends, distributions, combinations, reclassifications or
     other like transactions effected by the Corporation in respect of its
     Common Stock) and with gross proceeds to the Corporation of not lose than
     $10,000,000 (in the event of which offering, the person(s) entitled to
     receive the Common Stock issuable upon such conversion of the Series A
     Preferred Stock shall not be deemed to have converted that Series A
     Preferred Stock until the closing of such offering); or

                                      -4-
<PAGE>

               (ii)  the written election of the holders of not less than eighty
     percent (80%) of the then outstanding shares of the Series A Preferred
     Stock to require such mandatory conversion.

          (c) Mechanics of Automatic Conversions.  Upon the occurrence of an
              ----------------------------------
event specified in Subsection 2(b), the Series B Preferred Stock or the Series A
Preferred Stock, as applicable, or both, shall be converted automatically
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent; provided, however, that all holders of shares of Preferred Stock
being converted shall be given written notice of the occurrence of an event
specified in Subsection 2(b) including the date such event occurred (the
"Mandatory Conversion Date"), and the Corporation shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon such
conversion unless certificates evidencing such shares of the Preferred Stock
being converted are either delivered to the Corporation or its transfer agent,
or the holder notifies the Corporation or any transfer agent that such
certificates have been lost, stolen, or destroyed and executes an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection therewith and, if the Corporation so elects,
provides an appropriate indemnity bond.  On the Mandatory Conversion Date, all
rights with respect to the Preferred Stock so converted shall terminate, except
any of the rights of the holder thereof, upon surrender of the holder's
certificate or certificates therefor, to receive certificates for the number of
shares of Common Stock into which such Preferred Stock has been converted,
together with cash in an amount equal to all dividends declared but unpaid on,
and any and all other amounts owing with respect to, the shares of Preferred
Stock converted to and including the time of conversion.  Upon the automatic
conversion of the Preferred Stock, the holders of such Preferred Stock shall
surrender the certificates representing such shares at the office of the
Corporation or of its transfer agent.  If so required by the Corporation,
certificates surrendered for conversion shall be endorsed or accompanied by
written instrument or instruments of transfer, in form satisfactory to the
Corporation, duly executed by the registered holder or by the holder's attorney
duly authorized in writing.  Upon surrender of such certificates there shall be
issued and delivered to such holder, promptly at such office and in the holder's
name as shown on such surrendered certificate or certificates, a certificate or
certificates for the number of shares of Common Stock into which the shares of
the Preferred Stock surrendered were convertible on the date on which such
automatic conversion occurred, together with cash in an amount equal to all
dividends declared but unpaid on, and any and all other amounts owing with
respect to, the shares of Preferred Stock converted to and including the time of
conversion.  No fractional share of Common Stock shall be issued upon the
mandatory conversion of the Preferred Stock.  In lieu of any fractional share to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the applicable Conversion Price then in
effect.

          (d) Mechanics of Optional Conversions.  Before any holder of Preferred
              ---------------------------------
Stock shall be entitled to convert the same into shares of Common Stock, the
holder shall surrender the certificate or certificates therefor at the office of
the Corporation or of any transfer agent for the Preferred Stock, and shall give
written notice to the Corporation at such office that the holder elects to
convert the same and shall state therein the holder's name or the name or names
of the holder's nominees in which the holder wishes the certificate or
certificates for shares of Common Stock to be issued.  On the date of
conversion, all rights with respect to the Preferred Stock so

                                      -5-
<PAGE>

converted shall terminate, except any of the rights of the holder thereof, upon
surrender of the holder's certificate or certificates therefor, to receive
certificates for the number of shares of Common Stock into which such Preferred
Stock has been converted and cash in an amount equal to all dividends declared
but unpaid thereon and any and all other amounts owing with respect thereto at
such time. If so required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or by the holder's attorney duly authorized in writing. No
fractional share of Common Stock shall be issued upon the optional conversion of
Preferred Stock. In lieu of any fractional share to which the holder would
otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the applicable Conversion Price then in effect. The Corporation
shall, as soon as practicable after surrender of the certificate or certificates
for conversion, issue and deliver at such office to such holder of Preferred
Stock, or to the holder's nominee or nominees, a certificate or certificates for
the number of shares of Common Stock to which the holder shall be entitled as
aforesaid, together with cash in lieu of any fraction of a share and cash in an
amount equal to all dividends declared but unpaid thereon and any and all other
amounts owing with respect thereto at such time. Such conversion shall be deemed
to have been made immediately prior to the close of business on the date of such
surrender of the shares of Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

          (e)  Adjustments to Conversion Price for Diluting Issues.
               ---------------------------------------------------

               (i)   Special Definitions.  For purposes of this Subsection 2(e),
                     -------------------
     the following definitions shall apply:

                    (1) "Option" shall mean rights, options or warrants to
                         ------
          subscribe for, purchase or otherwise acquire either Common Stock or
          Convertible Securities.

                    (2) "Original Issue Date" shall mean, with respect to the
                         -------------------
          Series A Preferred Stock, the first date on which a share of Series A
          Preferred Stock was issued, and shall mean, with respect to the Series
          B Preferred Stock, the first of such Additional Share.

               (iii) Issue of Securities Deemed Issue of Additional Shares
                     -----------------------------------------------------
     of Common Stock.
     ---------------

                     (1) Options and Convertible Securities.  In the event the
                         ----------------------------------
          Corporation at any time or from time to time after the Original Issue
          Date shall issue any Options or Convertible Securities or shall fix a
          record date for the determination of holders of any class of
          securities entitled to receive any such Options or Convertible
          Securities, then the maximum number of shares (as act forth in the
          instrument relating thereto without regard to any provisions contained
          therein for a subsequent adjustment of such number) of Common Stock
          issuable upon the exercise of such Options or, in the case of
          Convertible Securities and

                                      -6-
<PAGE>

          Options therefor, the conversion or exchange of such Convertible
          Securities, shall be deemed to be Additional Shares of Common Stock
          issued as of the time of such issue or, in case such a record date
          shall have been fixed, as of the close of business on such record
          date, provided that in any such case in which Additional Shares of
          Common Stock are deemed to be issued:

                         (A) no further adjustment in the Series B Conversion
               Price or the Series A Conversion Price shall be made upon the
               subsequent issue of Convertible Securities or shares of Common
               Stock upon the exercise of such Options or conversion or exchange
               of such Convertible Securities;

                         (B) if such Options or Convertible Securities by their
               terms provide, with the passage of time or otherwise, for any
               increase in the consideration payable to the Corporation, or
               decrease in the number of shares of Common Stock issuable, upon
               the exercise, conversion or exchange thereof, the Series B
               Conversion Price and the Series A Conversion Price computed upon
               the original issue thereof (or upon the occurrence of a record
               date with respect thereto), and any subsequent adjustments based
               thereon, shall, upon any such increase or decrease becoming
               effective, be recomputed to reflect such increase or decrease
               insofar as it affects such Options or the rights of conversion or
               exchange under such Convertible Securities;

                         (C) upon the expiration of any such Options or any
               rights of conversion or exchange under such Convertible
               Securities which shall not have been exercised, the Series B
               Conversion Price and the Series A Conversion Price computed upon
               the original issue thereof (or upon the occurrence of a record
               date with respect thereto), and any subsequent adjustments based
               thereon, shall, upon such expiration, be recomputed as if:

                              (I) In the case of Convertible Securities or
                    Options for common stock the only Additional Shares of
                    Common Stock issued were the shares of Common Stock, if any,
                    actually issued upon the exercise of such Options or the
                    conversion or exchange of such Convertible Securities and
                    the consideration received therefor was the consideration
                    actually received by the Corporation for the issue of all
                    such Options, whether or not exercised, plus the
                    consideration actually received by the Corporation upon such
                    exercise, or for the issue of all such Convertible
                    Securities which were actually converted or exchanged, plus
                    the additional consideration, if any, actually received by
                    the Corporation upon such conversion or exchange; and

                                      -7-
<PAGE>

                              (II) in the case of Options for Convertible
                    Securities only the Convertible Securities, if any, actually
                    issued upon the exercise thereof were issued at the time of
                    issue of such Options, and the consideration received by the
                    Corporation for the Additional Shares of Common Stock deemed
                    to have been then issued was the consideration actually
                    received by the Corporation for the issue of all such
                    Options, whether or not exercised, plus the consideration
                    deemed to have been received by the Corporation (determined
                    pursuant to Subsection 2 (e) (v)) upon the issue of the
                    Convertible securities with respect to which such Options
                    were actually exercised;

                         (D) no readjustment pursuant to clause (B) or (C) above
               shall have the effect of increasing the Series B Conversion Price
               or the Series A Conversion Price to an amount which exceeds the
               lower of (i) the respective Conversion Price on the original
               adjustment date, or (ii) the respective Conversion Price that
               would have resulted from any issuance of Additional Shares of
               Common Stock between the original adjustment date and such
               readjustment date;

                         (E) in the case of any Options which expire by their
               terms not more than 30 days after the date of issue thereof, no
               adjustment of the Series B Conversion Price or the Series A
               Conversion Price shall be made until the expiration or exercise
               of all such Options, whereupon such adjustment shall be made in
               the same manner provided in clause (C) above; and

                         (F) if such record date shall have been fixed and such-
               Options or Convertible Securities are not issued on the date
               fixed therefor, the adjustment previously made in the Series B
               Conversion Price and the Series A Conversion Price which became
               effective on such record date shall be cancelled as of the close
               of business an such record date, and thereafter the respective
               Conversion Prices shall be adjusted pursuant to this Subsection
               2(e)(iii) as of the actual date of their issuance.

                    (2) Stock Dividends, Stock Distribution and Subdivisions.
                        ----------------------------------------------------
          In the event the Corporation at any time or from time to time after
          the Original Issue Date shall declare or pay any dividend or make any
          other distribution on the Common Stock payable in Common Stock or
          effect a subdivision of the outstanding shares of Common Stock (by
          reclassification or otherwise than by payment of a dividend in Common
          Stock), then and in any such event, Additional Shares of Common Stock
          shall be deemed to have been issued:

                         (A) in the case of any such dividend or distribution,
               immediately after the close of business on the record date for
               the determination of holders of any class of securities entitled
               to receive such dividend or distribution, or

                                      -8-
<PAGE>

                         (B) in the case of any such subdivision, at the close
               of business on the date immediately prior to the date upon which
               such. corporate action becomes effective.

                         If such record date shall have been fixed and no part
          of such dividend shall have been paid on the date fixed therefor, the
          adjustment previously made in the Series B Conversion Price and the
          Series A Conversion Price which became effective on such record date
          shall be cancelled as of the close of business on such record date,
          and thereafter the respective Conversion Prices shall be adjusted
          pursuant to this Section 2 (e) (iii) as of the time of actual payment
          of such dividend.

               (iv) Adjustment of Conversion Price Upon Issuance of Additional
                    ----------------------------------------------------------
     Shares of Common Stock.  In the event that at any time or from time to time
     ----------------------
     after the Original Issue Date, the Corporation shall issue Additional
     Shares of Common Stock (including, without limitation, Additional Shares of
     Common Stock deemed to be issued pursuant to Subsection 2 (e) (iii) (1) but
     excluding Additional Shares of Common Stock deemed to be issued pursuant to
     Subsection 2(e) (iii) (2), which event is dealt with in subsection 2 (e)
     (vi) (1), without consideration or for a consideration per share less than
     the applicable Series B Conversion Price or Series A Conversion Price in
     effect on the date of and immediately prior to such issue, then and in such
     event, such Series B Conversion Price or Series A Conversion Price, as the
     case may be, shall be reduced, concurrently with such issue, to a price
     (calculated to the nearest cent) determined in accordance with the
     following formula:

<TABLE>
<CAPTION>
                              (P1)  (Ql)  +  (P2)  (Q2)
                 NPC =        _________________________
                                  Q1      +      Q2
<S>                             <C>     <C>
     where:

          NCP    =       New Series B Conversion Price or Series A Conversion
                         Price, as applicable.

          P1     =       Series B Conversion Price or Series A Conversion Price,
                         an applicable, in affect immediately prior to new
                         issue.

          Ql     =       Number of shares of Common Stock outstanding, or deemed
                         to be outstanding as set forth below, immediately prior
                         to such issue.

          P2     =       Weighted average price per share received by the
                         Corporation upon such issue.

          Q2     =       Number of shares of Common Stock issued, or deemed to
                         have been issued, in the subject transaction.
</TABLE>

     provided that for the purpose of this Subsection 2 (e) (iv), all shares of
     --------
     Common Stock issuable upon exercise or conversion of any Options or
     Convertible Securities outstanding immediately prior to such issue shall be
     deemed to be outstanding, and

                                      -9-
<PAGE>

     immediately after any Additional Shares of Common Stock are deemed issued
     pursuant to Subsection 2 (e) (iii), such Additional Shares of Common Stock
     shall be deemed to be outstanding; and provided further, that the
                                            -------- -------
     applicable Conversion Price shall not be so reduced at any time if the
     amount of such reduction would be an amount less than $.01, but any such
     amount shall be carried forward and reduction with respect thereto made at
     the time of and together with any subsequent reduction which, together with
     such amount and any other amount or amounts so carried forward, shall
     aggregate $.0l or more.

               (v) Determination of Consideration.  For purposes of this
                   ------------------------------
     Subsection 2(e), the consideration received by the Corporation for the
     issue of any Additional Shares of Common stock shall be computed as
     follows:

                         (1) Cash and Property.  Such consideration shall:
                             -----------------

                             (A) insofar as it consists of cash; be computed at
               the aggregate amounts of cash received by the Corporation
               excluding amounts paid or payable for accrued interest or accrued
               dividends;

                             (B) insofar as it consists of property other than
               cash, be computed at the fair value thereof at the time of such
               issue, as determined in good faith by the Board of Directors; and

                             (C) in the event Additional Shares of Common Stock
               are issued together with other shares or securities or other
               assets of the Corporation for consideration which covers both, be
               the proportion of such consideration so received, computed as
               provided in clauses (A) and (B) above, as determined in good
               faith by the Board of Directors.

                    (2) Options and Convertible Securities.  The consideration
                        ----------------------------------
          per share received by the Corporation for Additional shares of Common
          Stock deemed to have been issued pursuant to Subsection 2 (e) (iii)
          (1) , relating to Options and Convertible securities, shall be
          determined by dividing (x) the total amount, if any, received or
          receivable by the Corporation as consideration for the issue of such
          Options or Convertible Securities, plus the minimum aggregate amount
          of additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein for a
          subsequent adjustment of such consideration) payable to the
          Corporation upon the exercise of such Options or the conversion or
          exchange of such Convertible Securities, or in the case of Options for
          Convertible Securities, the exercise of such Options for Convertible
          Securities and the conversion or exchange of such Convertible
          Securities, by (y) the maximum number of shares of Common Stock (as
          set forth in the instruments relating thereto, without regard to any
          provision contained therein for a subsequent adjustment of such
          number) issuable upon the exercise of such Options or the conversion
          or exchange of such Convertible Securities.

                                     -10-
<PAGE>

               (vi) Adjustment for Dividends, Distributions, Subdivisions,
                    ------------------------------------------------------
     Combinations or Consolidations of Common Stock.
     ----------------------------------------------

                    (1) Stock Dividends, Distributions or Subdivisions.  In the
                        ----------------------------------------------
          event the Corporation shall be deemed to issue Additional Shares of
          Common Stock pursuant to Subsection 2(e)(iii)(2) in a stock dividend,
          stock distribution or subdivision, the Series B Conversion Price and
          the Series A Conversion Price in effect immediately before such deemed
          issuance shall, concurrently with the effectiveness of such deemed
          issuance, be proportionately decreased.

                    (2) Combinations or Consolidations.  In the event the
                        ------------------------------
          outstanding shares of Common Stock shall be combined or consolidated,
          by reclassification or otherwise, into a lesser number of shares of
          Common Stock, the Series B Conversion Price and the Series A
          Conversion Price in effect immediately prior to such combination or
          consolidation shall, concurrently with the effectiveness of such
          combination or consolidation, be proportionately increased.

          (f) Adjustments for Certain Dividends and Distributions.  In the event
              ---------------------------------------------------
that at any time or from time to time after the Original Issue Date the
Corporation shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of Preferred
Stock shall receive upon conversion thereof in addition to the number of shares
of Common Stock receivable thereupon, the amount of securities of the
Corporation that they would have received had their Preferred Stock been
converted into Common Stock an the date of such event and had they thereafter,
during the period from the date of such event to and including the conversion
date, retained such securities receivable by them as aforesaid during such
period, giving application during such period to all adjustments called for
herein.

          (g) Adjustment for Reclassification, Exchange, or Substitution.  In
              ----------------------------------------------------------
the event that at any time or from time to time after the Original Issue Date,
the Common Stock issuable upon the conversion of Preferred Stock shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a merger, consolidation, or sale of assets provided for below), then
and in each such event the holder of any share or shares of Preferred Stock
shall have the right thereafter to convert such shares into the kind and amount
of shares of stock and other securities and property receivable upon such
reorganization, reclassification, or other change, by the holder of a number of
shares of Common Stock equal to the number of shares of Common Stock into which
such shares of Preferred Stock might have been converted immediately prior to
such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

          (h) Adjustment for Merger, Consolidation or Sale of Assets.  In the
              ------------------------------------------------------
event that at any time or from time to time after the Original Issue Date, the
Corporation shall merge or consolidate with or into another entity or sell all
or substantially all of its assets, each share of Preferred Stock as to which
such consolidation, merger or sale is not treated as a liquidation

                                     -11-
<PAGE>

under Subsection l(c) shall thereafter be convertible into the kind and amount
of shares of stock or other securities or property to which a holder of the
number of shares of Common Stock of the Corporation deliverable upon conversion
of such Preferred Stock would have been entitled to receive upon such
consolidation, merger or sale; and, in such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions set forth in this Section 2 with respect to the
rights and interest thereafter of the holders of Preferred Stock, to the end
that the provisions set forth in this Section 2 (including provisions with
respect to changes in and other adjustments of the Conversion Price) shall
thereafter be applicable, as nearly an reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the conversion of
Preferred Stock.

          (i) No Impairment.  The corporation shall not, by amendment of its
              -------------
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but shall at
all times in good faith assist in the carrying out of all the provisions of this
Section 2 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of
Preferred Stock against impairment.

          (j) Certificate as to Adjustment.  Upon the occurrence of each
              ----------------------------
adjustment or readjustment of the Series B Conversion Price or the Series A
Conversion Price pursuant to this Section 2, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each affected holder of Preferred Stock a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based.  The Corporation
shall, upon the written request at any time of any affected holder of Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Price
at the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of each share of Preferred Stock.

          (k) Notices of Record Date.  In the event of any taking by the
              ----------------------
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the Corporation shall mail to each
holder of Preferred Stock at least ten (10) days prior to such record date a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend or distribution.

          (1) Common Stock Reserved.  The Corporation shall reserve and keep
              ---------------------
available out of its authorized but unissued Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to affect conversion of
the Preferred Stock.

          (m) Certain Taxes.  The Corporation shall pay any issue or transfer
              -------------
taxes payable in connection with this conversion of Preferred Stock, provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer to a name other than that of the holder of
the Preferred Stock.

                                     -12-
<PAGE>

          (n) Closing of Books.  The Corporation shall at no time close its
              ----------------
transfer books against the transfer of any Preferred Stock or of any shares of
Common Stock issued or issuable upon the conversion of any shares of Preferred
Stock in any manner which interferes with the timely conversion or transfer of
such Preferred Stock or Common Stock.

     Section 3.  Restrictions.
     ---------   ------------

          (a) At any time when shares of Preferred Stock are outstanding, except
where the vote of the holders of a greater number of shares of the Corporation
is required by law or by this Certificate of Incorporation, and in addition to
any other vote required by law or this Certificate of Incorporation, without the
affirmative vote of the holders of at least sixty percent (60%) of the then
outstanding shares of Preferred Stock (with calculations based upon the number
of shares of Common Stock into which such shares of Preferred Stock are then
convertible), voting collectively as a single class, the Corporation will not:

               (i)    consent to any liquidation, dissolution or winding up of
     the Corporation or merge or consolidate with or into any other entity or
     entities;

               (ii)   sell, abandon, transfer, lease or otherwise dispose of all
     or any substantially portion of its properties and other assets; or

               (iii)  amend this Certificate of Incorporation or the
     Corporation's By-Laws.

          (b) At any time when shares of Series B Preferred Stock are
outstanding, except where the vote of the holders of a greater number of shares
of the Corporation is required by law or by this Certificate of Incorporation,
and in addition to any other vote required by law or this Certificate of
Incorporation, without the affirmative vote of the holders of at least eighty-
five percent (85%) of the then outstanding shares of Series B Convertible
Preferred Stock, the Corporation will not:

               (i)    amend, alter or change the designation or any preferences,
     voting powers, qualifications, or special or relative rights or privileges
     of the Series B Convertible Preferred Stock in a manner adverse to the
     interests of the holders of the Series B Convertible Preferred Stock in any
     material respect;

               (ii)   increase the authorized number of shares of Series B
     Preferred Stock;

               (iii)  create or authorize the creation of any additional series
     of shares of stock unless such series ranks junior to the Series B
     Convertible Preferred Stock as to both dividends and the distribution of
     assets on the liquidation, dissolution, winding up or insolvency of the
     Corporation, or increase the authorized amount of any other class or series
     of shares of stock unless the same ranks junior to the Series B Convertible
     Preferred Stock as to dividends and the distribution of assets on the
     liquidation, dissolution, winding up or insolvency of the Corporation, or
     create or authorize any obligation or security convertible into shares of
     Series B Convertible Preferred Stock or into shares of any other class or
     series of shares of stock unless the same ranks junior to

                                     -13-
<PAGE>

     the Series B Convertible Preferred Stock as to dividends and the
     distribution of assets on the liquidation, dissolution, winding up or
     insolvency of the Corporation, whether any such creation, authorization or
     increase shall be by means of amendment to this Certificate of
     Incorporation or by merger, consolidation or otherwise;

          (c) At any time when shares of Series A Preferred Stock are
outstanding, except where the vote of the holders of a greater number of shares
of the Corporation in required by law or by this Certificate of Incorporation,
and in addition to any other vote required by law or this Certificate of
Incorporation, without the affirmative vote of the holders of at least sixty
percent (60%) of the then outstanding shares of Series A Convertible Preferred
Stock, the Corporation will not:

               (i)    amend, alter or change the designation or any preferences,
     voting powers, qualifications, or special or relative rights or privileges
     of the Series A Convertible Preferred Stock in a manner adverse to the
     interests of the holders of the Series A Convertible Preferred Stock in any
     material respect;

               (ii)   increase the authorized number of shares of Series A
     Preferred Stock;

               (iii)  create or authorize the creation of any additional series
     of shares of stock unless such series ranks junior to the Series A
     Convertible Preferred Stock as to both dividends and the distribution of
     assets on the liquidation, dissolution, winding up or insolvency of the
     corporation, or increase the authorized amount of any other class or series
     of shares of stock unless the same ranks junior to the Series A Convertible
     Preferred Stock as to dividends and the distribution of assets on the
     liquidation, dissolution, winding up or insolvency of the Corporation, or
     create or authorize any obligation or security convertible into shares of
     Series A Convertible Preferred Stock or into shares of any other class or
     series of shares of stock unless the same ranks junior to the Series A
     Convertible Preferred Stock as to dividends and the distribution of assets
     on the liquidation, dissolution, winding up or insolvency of the
     Corporation, whether any such creation, authorization or increase shall be
     by means of amendment to this Certificate of Incorporation or by merger,
     consolidation or otherwise.

     Section 4.  Voting Rights.  Except as otherwise required by law or
                 -------------
hereinafter set forth, the holders of Preferred Stock shall be entitled to
notice of any meeting of stockholders and shall vote together with the holders
of Common Stock as a single class upon any matter submitted to the stockholders
for a vote, on the following basis:

          (a) Holders of Common Stock shall have one vote per share; and

          (b) Holders of Preferred Stock shall have that number of votes per
share as is equal to the number of shares of Common Stock (including fractions
of a share) into which each such share of Preferred Stock held by such holder
could be converted on the date for determination of stockholders entitled to
vote at the meeting or an the date of any written consent.

                                     -14-
<PAGE>

     With respect to all questions as to which, under law, stockholders are
required to vote by classes, each of the Series A Preferred Stock and Series B
Preferred Stock shall vote separately as a single class apart from each other
and from the Common Stock.

     Section 5.  Dividends.
     ---------   ---------

          (a) The holders of Series B Preferred Stock shall be entitled to
receive, from funds legally available therefor, a noncumulative dividend at the
rate of $.05 per share per annum, payable when and as declared by the Board of
Directors.  No dividends shall be declared or paid to the holders of Series A
Preferred Stock or Common Stock unless the holders of Series B Preferred Stock
have been paid in full all of the dividends to which they are entitled, nor
shall any dividends be declared or paid to the holders of Series A Preferred
Stock or Common Stock at a rate greater than the rate paid to the holders of
Series B Preferred Stock.

          (b) Subject to Subsection 5(a), dividends may be declared and paid on
Series A Preferred Stock from funds lawfully available therefor as and when
determined by the Board of Directors of the Corporation.  If, when and as
dividends are declared and paid on shares of Series A Preferred Stock, the
Corporation shall, after making payment in full to the holders of Series B
Preferred Stock the amounts to which they are entitled pursuant to Subsection
5(a), declare and pay at the same time to each holder of Series B Preferred
Stock, a dividend at the same rate, based on the number of shares of Common
Stock into which the Series B Preferred Stock and the Series A Preferred Stock
are convertible on the record date for the determination of holders of Series A
Preferred Stock entitled to receive such dividend.

          (c) Subject to Subsection 5(a), dividends may be declared and paid an
Common Stock from funds lawfully available therefor as and when determined by
the Board of Directors of the Corporation.  If, when and as dividends are
declared and paid on shares of Common Stock, the Corporation shall, after making
payment in full to the holders of Series B Preferred Stock the amounts to which
they are entitled pursuant to Subsection 5(a), declare and pay at the same time
to each holder of Preferred Stock, a dividend equal to the dividend which would
have been payable to such holder if the shares of Preferred Stock held by such
holder had been converted into Common Stock on the record date for the
determination of holders of Common Stock entitled to receive such dividend.

     Section 6.  Redemption.
     ---------   ----------

          (a) In the event that the Corporation shall exercise its put option to
sell shares of capital stock of Sequenom Instruments GmbH to Technologie-
Beteiligungs-Gesellschaft mbH der Deutschen Auesgleichsbank ("TBG") pursuant to
that certain Kooperationsvertrag between the Corporation and TBG relating to the
investment by the Corporation of DM 3 million in Sequenom Instruments GmbH, the
Corporation shall, within 30 days after receipt of the proceeds of the sale of
such shares to the TBG, send notice of such exercise (the "Put Exercise Notice")
by first class mail, postage prepaid, to each holder of record of the Series B
Preferred Stock at its address as it appears on the books of the Corporation,
specifying (i) the amount of proceeds so received from the TBG net of any
expenses incurred in connection therewith (the "Put Net Proceeds"), (ii) the
date (the "Redemption Date") on which the Corporation will redeem shares of
Series B Preferred Stock from electing holders of the Series B Preferred Stock
in accordance

                                     -15-
<PAGE>

with this Section 6, which Redemption Date shall be not less than 45 days nor
more than 90 days after the date of such notice (the "Notice Date") and (iii)
each such holder's Pro Rata Redemption Amount (as hereinafter defined).

          (b) Each holder of Series B Preferred Stock may elect to have the
Corporation redeem from it on the Redemption Date, to the extent the Corporation
has funds legally available for such purpose, up to a number of shares of Series
B Preferred Stock equal to such holder's Pro Rata Redemption Amount (as
hereinafter defined) at a redemption price of $1.50 per share.  Such election
may be made only by delivering to the Corporation within thirty (30) days after
the Notice Date (i) a written election signed by such holder specifying the
number of shares of Series B Preferred Stock so to be redeemed (which number
shall be not more than such holder's Pro Rata Redemption Amount), and (ii)
certificates for the shares of Series B Preferred Stock so to be redeemed,
together with stock powers therefor duly executed by such holder in blank.

          (c) For purposes of this Section 6, each holder of Series B Preferred
Stock's "Pro Rata Redemption Amount" shall be the greatest whole number
represented by a fraction, the numerator or which is the product of the number
of shares of Series B Preferred Stock held by such holder times the Put Net
Proceeds, and the denominator or which is the product of the total number of
shares of Series B Preferred Stock issued and outstanding times $1.50.

          (d) On the Redemption Date the Corporation shall redeem from the
electing holders of Series B Preferred Stock the shares of Series B Preferred
Stock as to which election notices have been properly given, to the extent the
Corporation has funds legally available for such purpose.

          (e) If the funds of the Corporation legally available for redemption
of shares of Series B Preferred Stock on the Redemption Date are insufficient to
redeem the total number of shares of Series B Preferred Stock submitted for
redemption, those funds which are legally available will be used to redeem the
maximum possible number of whole shares ratably among the holders of such shares
in accordance with the manner of determining the "Pro Rata Redemption Amount"
set forth above.  The shares of Series B Preferred Stock not redeemed shall
remain outstanding and entitled to all rights and preferences provided herein.

     Section 7.  Residual Rights.  All rights accruing to the outstanding shares
     ---------   ---------------
of the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

                                     -16-
<PAGE>

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                               OF SEQUENOM, INC.

     Sequenom, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST:     That at a meeting of the Board of Directors of said corporation
                resolutions were duly adopted proposing and declaring advisable
                that the Certificate of Incorporation of said corporation be
                amended and that such amendment be submitted to the stockholders
                of the Corporation for their consideration, as follows;

     RESOLVED:  That the Board of Directors of this Corporation recommends and
                deems it advisable that the Certificate of Incorporation of this
                Corporation, as heretofore amended, be further amended by
                replacing the number "10,753,366" in the first paragraph of
                Article FOURTH thereof with the number "10,396,696," by
                replacing the number "3,376,666" in such first paragraph of
                Article FOURTH thereof with the number "3,019,996," and by
                replacing the number "$10,753.37" in such first paragraph of
                Article FOURTH thereof with the number "$10,396.696," so that
                such first paragraph reads as follows:

                         "The total number of shares of all classes of stock
                         which the Corporation has authority to issue is
                         10,396,696 shares, consisting of 5,726,700 shares of
                         Common Stock, par value $.001 per share (the "Common
                         Stock"), 1,650,000 shares of Series A Convertible
                         Preferred Stock, par value $.00l per share (the "Series
                         A Preferred Stock"), and 3,019,996 shares of Series B
                         Convertible Preferred Stock, par value $.001 per share
                         (the "Series B Preferred Stock", and, together with the
                         Series A Preferred Stock, the "Preferred Stock"),
                         amounting to an aggregate par value of $10,396.696."

     RESOLVED:  That the Board of Directors of this Corporation recommends and
                deems it advisable that the Certificate of Incorporation of this
                Corporation, as heretofore amended, be further amended by
                replacing the number "700,000" in Section 2(e)(i)(4)(C) of
                Article FOURTH thereof with the number "1,000,000" so that such
                section reads an follows

                         (C) up to 1,000,000 shares of Common Stock issued or
                         issuable to officers or employees or directors of, or
                         consultants to, the Corporation pursuant to a stock
                         purchase or option plan or other employee stock bonus
                         arrangement

<PAGE>

                         (collectively, the "Plans") approved by the Board of
                         Directors;"

     RESOLVED:  That the aforesaid proposed amendments be submitted to the
                stockholders of the Corporation for their consideration; and

     RESOLVED:  That following the approval by the stockholders of the aforesaid
                amendments as required by law, the officers of this Corporation
                be, and they hereby are, and each of them hereby is, authorized
                and directed (i) to prepare, execute and file with the Secretary
                of State of the State of Delaware a Certificate of Amendment
                setting forth the aforesaid amendments in the form approved by
                the stockholders and (ii) to take any and all other actions
                necessary, desirable or convenient to give effect to the
                aforesaid amendments or otherwise to carry out the purposes of
                the foregoing Resolutions.

     SECOND:    That in lieu of a meeting and vote of stockholders, the
                stockholders have given written consent to said amendments in
                accordance with the provisions of section 228 of the General
                Corporation Law of the State of Delaware, and written notice of
                the adoption of the amendments has been given as provided in
                section 228 of the General Corporation Law of the State of
                Delaware to every stockholder entitled to such notice.

     THIRD:     That the aforesaid amendments were duly adopted in accordance
                with the applicable provisions of sections 228 and 242 of the
                General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Sequenom, Inc. has caused this certificate to be
signed by Fareed Kureshy, its President, and attested by John J. DiBello, its
Assistant Secretary, this 18th day of November, 1996.



ATTEST:                                          SEQUENOM, INC.




By:  /s/ illegible                               By:  /s/ illegible
   ---------------------------                      ---------------------------
   Assistant Secretary                              President

                                      -2-
<PAGE>

                                    By-Laws
                                      of
                                Sequenom, Inc.
<PAGE>

                                                                       Exhibit A
                                                                       ---------
                                    BY-LAWS
                                      OF
                                SEQUENOM, INC.

     Section 1.  CERTIFICATE OF INCORPORATION AND BY-LAWS

     1.1  These by-laws are subject to the certificate of incorporation of the
corporation.  In these by-laws, references to the certificate of incorporation
and by-laws mean the provisions of the certificate of incorporation and the by-
laws as are from time to time in effect.

     Section 2.  OFFICES

     2.1  Registered Office.  The registered office shall be in the City  of
          -----------------
Wilmington, County of New Castle, State of Delaware.

     2.2  Other Offices.  The corporation may also have offices at such other
          -------------
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

     Section 3.  STOCKHOLDERS

     3.1  Location of Meetings.  All meetings of the stockholders shall be held
          --------------------
at such place either within or without the State of Delaware as shall be
designated from time to time by the board of directors.  Any adjourned session
of any meeting shall be held at the place designated in the vote of adjournment.

     3.2  Annual Meeting.  The annual meeting of stockholders shall be held at
          --------------
10:00 a.m. on the second Wednesday in May in each year, unless that day be a
legal holiday at the place where the meeting is to be held, in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday, or at such other date and time as shall be designated from time to time
by the board of directors, at which they shall elect a board of directors and
transact such other business as may be required by law or these by-laws or as
may properly come before the meeting.

     3.3  Special Meeting in Place of Annual Meeting.  If the election for
          ------------------------------------------
directors shall not be held on the day designated by these by-laws, the
directors shall cause the election to be held as soon thereafter as convenient,
and to that end, if the annual meeting is omitted on the day herein provided
therefor or if the election of directors shall not be held thereat, a special
meeting of the stockholders may be held in place of such omitted meeting or
election, and any business transacted or election held at such special meeting
shall have the same effect as if transacted or held at the annual meeting, and
in such case all references in these by-laws to the annual meeting of the
stockholders, or to the annual election of directors, shall be deemed to refer
to or include such special meeting.  Any such special meeting shall be called
and the purposes thereof shall be specified in the call, as provided in Section
3.4.
<PAGE>

     3.4  Notice of Annual Meeting.  Written notice of the annual meeting
          ------------------------
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.  Such notice may specify the business
to be transacted and actions to be taken at such meeting.  No action shall be
taken at such meeting unless such notice is given, or unless waiver of such
notice is given by the holders of outstanding stock having not less than the
minimum number of votes necessary to take such action at a meeting at which all
shares entitled to vote thereon were voted.  Prompt notice of all action taken
in connection with such waiver of notice shall be given to all stockholders not
present or represented at such meeting.

     3.5  Other Special Meetings.  Special meetings of the stockholders, for any
          ----------------------
purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of the holders of at least ten percent
of all capital stock of the corporation issued and outstanding and entitled to
vote at such meeting.  Such request shall state the purpose or purposes of the
proposed meeting and business to be transacted at any special meeting of the
stockholders.

     3.6  Notice of Special Meeting.  Written notice of a special meeting
          -------------------------
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.  No action shall be taken at such meeting unless such notice is
given, or unless waiver of such notice is given by the holders of outstanding
stock having not less than the minimum number of votes necessary to take such
action at a meeting at which all shares entitled to vote thereon were voted.
Prompt notice of all action taken in connection with such waiver of notice shall
be given to all stockholders not present or represented at such meeting.

     3.7  Stockholder List.  The officer who has charge of the stock ledger of
          ----------------
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     3.8  Quorum of Stockholders.  The holders of a majority of the stock issued
          ----------------------
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise required by law, or by the
certificate of incorporation or by these by-laws.  Except as otherwise provided
by law, no stockholder present at a meeting may withhold his shares from the
quorum count by declaring his shares absent from the meeting.

                                      -1-
<PAGE>

     3.9  Adjournment.  Any meeting of stockholders may be adjourned from time
          -----------
to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of votes cast upon the question, whether
or not a quorum is present.  At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which might have been
transacted at the original meeting.  If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     3.10  Proxy Representation.  Every stockholder may authorize another person
           --------------------
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, objecting to
or voting or participating at a meeting, or expressing consent or dissent
without a meeting.  Every proxy must be signed by the stockholder or by his
attorney-in-fact.  No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period.  Except as provided by
law, a revocable proxy shall be deemed revoked if the stockholder is present at
the meeting for which the proxy was given.  A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
A proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the corporation
generally.  The authorization of a proxy may but need not be limited to
specified action, provided, however, that if a proxy limits its authorization to
a meeting or meetings of stockholders, unless otherwise specifically provided
such proxy shall entitle the holder thereof to vote at any adjourned session but
shall not be valid after the final adjournment thereof.

     3.11  Inspectors.  The directors or the person presiding at the meeting
           ----------
may, but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof.  Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.  The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  On request of the person
presiding at the meeting, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by them.

     3.12  Action by Vote.  When a quorum is present at any meeting, whether the
           --------------
same be an original or an adjourned session, a plurality of the votes properly
cast for election to any office shall elect to such office and a majority of the
votes properly cast upon any question other than an election to an office shall
decide the question, except when a larger vote is required by law, by the
certificate of incorporation or by these by-laws.  No ballot shall be required
for any election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.

                                      -2-
<PAGE>

     3.13  Action Without Meetings.  Unless otherwise provided in the
           -----------------------
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

     Section 4.  DIRECTORS

     4.1  Number.  The number of directors which shall constitute the whole
          ------
board shall not be less than three nor more than seven, except that whenever
there shall be only one stockholder or prior to issuance of any stock, the
number of directors which shall constitute the whole board shall be not less
than one.  Within the foregoing limits, the stockholders at the annual meeting
shall determine the number of directors, and within such limits, the number of
directors may be increased or decreased at any time or from time to time by the
stockholders or by the directors by vote of a majority of directors then in
office, except that any such decrease by vote of the directors shall only be
made to eliminate vacancies existing by reason of the death, resignation or
removal of one or more directors.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 4.4 of these by-laws.
Directors need not be stockholders.

     4.2  Tenure.  Except as otherwise provided by law, by the certificate of
          ------
incorporation or by these by-laws, each director shall hold office until the
next annual meeting and until his successor is elected and qualified, or until
he sooner dies, resigns, is removed or becomes disqualified.

     4.3  Powers.  The business of the corporation shall be managed by or under
          ------
the direction of the board of directors which shall have and may exercise all
the powers of the corporation and do all such lawful acts and things as are not
by law, the certificate of incorporation or these by-laws directed or required
to be exercised or done by the stockholders.

     4.4  Vacancies.  Vacancies and any newly created directorships resulting
          ---------
from any increase in the number of directors may be filled by vote of the
stockholders at a meeting called for the purpose, or by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  When one or more directors shall resign from the board, effective at
a future date, a majority of the directors then in office, including those who
have resigned, shall have power to fill such vacancy or vacancies, the vote or
action by writing thereon to take effect when such resignation or resignations
shall become effective.  The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirements of law or of the certificate of incorporation or of
these by-laws as to the number of directors required for a quorum or for any
vote or other actions.

     4.5  Committees.  The board of directors may, by vote of a majority of the
          ----------
whole board, (a) designate, change the membership of or terminate the existence
of any committee or

                                      -3-
<PAGE>

committees, each committee to consist of one or more of the directors; (b)
designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall have and may
exercise the powers and authority of the board of directors in the management of
the business and affairs of the corporation, including the power to authorize
the seal of the corporation to be affixed to all papers which require it and the
power and authority to declare dividends or to authorize the issuance of stock;
excepting, however, such powers which by law, by the certificate of
incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate,
if any, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these by-laws for the conduct of business by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors upon request.

     4.6  Regular Meeting.  Regular meetings of the board of directors may be
          ---------------
held without call or notice at such place within or without the State of
Delaware and at such times as the board may from time to time determine,
provided that notice of the first regular meeting following any such
determination shall be given to absent directors.  A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of the stockholders.

     4.7  Special Meetings.  Special meetings of the board of directors may be
          ----------------
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the president, or by
one-third or more in number of the directors, reasonable notice thereof being
given to each director by the secretary or by the president or by any one of the
directors calling the meeting.

     4.8  Notice.  It shall be reasonable and sufficient notice to a director to
          ------
send notice by mail at least forty-eight hours or by telegram at least twenty-
four hours before the meeting, addressed to him at his usual or last known
business or residence address or to give notice to him in person or by telephone
at least twenty-four hours before the meeting.  Notice of a meeting need not be
given to any director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him.  Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.

     4.9  Quorum.  Except as may be otherwise provided by law, by the
          ------
certificate of incorporation or by these by-laws, at any meeting of the
directors a majority of the directors then in office shall constitute a quorum;
a quorum shall not in any case be less than one-third of the total number of
directors constituting the whole board.  Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.

                                      -4-
<PAGE>

     4.10  Action by Vote.  Except as may be otherwise provided by law, by the
           --------------
certificate of incorporation or by these by-laws, when a quorum is present at
any meeting the vote of a majority of the directors present shall be the act of
the board of directors.

     4.11  Action Without a Meeting.  Unless otherwise restricted by the
           ------------------------
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the records of the meetings of the board or of such
committee.  Such consent shall be treated for all purposes as the act of the
board or of such committee, as the case may be.

     4.12  Participation in Meetings by Conference Telephone.  Unless otherwise
           -------------------------------------------------
restricted by the certificate of incorporation or these by-laws, members of the
board of directors or of any committee thereof may participate in a meeting of
such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.  Such participation shall constitute presence in
person at such meeting.

     4.13  Compensation.  Unless otherwise restricted by the certificate of
           ------------
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director.  No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor.  The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

     4.14  Interested Directors and Officers.
           ---------------------------------

          (a) No contract or transaction between the corporation and one or more
of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of the corporations, directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

          (1) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of directors
or the committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

                                      -5-
<PAGE>

          (2) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

          (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

     4.15  Resignation or Removal of Directors.  Unless otherwise restricted by
           -----------------------------------
the certificate of incorporation or by law, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the stock issued and outstanding and entitled to vote at an election of
directors.  Any director may resign at any time by delivering his resignation in
writing to the president or the secretary or to a meeting of the board of
directors.  Such resignation shall be effective upon receipt unless specified to
be effective at some other time; and without in either case the necessity of its
being accepted unless the resignation shall so state.  No director resigning and
(except where a right to receive compensation shall be expressly provided in a
duly authorized written agreement with the corporation) no director removed
shall have any right to receive compensation as such director for any period
following his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

     Section 5.  NOTICES

     5.1  Form of Notice.  Whenever, under the provisions of law, or of the
          --------------
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Unless written notice by mail is required by law, written notice may also be
given by telegram, cable, telecopy, commercial delivery service, telex or
similar means, addressed to such director or stockholder at his address as it
appears on the records of the corporation, in which case such notice shall be
deemed to be given when delivered into the control of the persons charged with
effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee.  Oral
notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

     5.2  Waiver of Notice.  Whenever notice is required to be given under the
          ----------------
provisions of law, the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at

                                      -6-
<PAGE>

the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the stockholders, directors or
members of a committee of the directors need be specified in any written waiver
of notice.

     Section 6.  OFFICERS AND AGENTS

     6.1  Enumeration; Qualification.  The officers of the corporation shall be
          --------------------------
a president, a treasurer, a secretary and such other officers, if any, as the
board of directors from time to time may in its discretion elect or appoint
including without limitation one or more vice presidents.  Any officer may be,
but none need be, a director or stockholder.  Any two or more offices may be
held by the same person.  Any officer may be required by the board of directors
to secure the faithful performance of his duties to the corporation by giving
bond in such amount and with sureties or otherwise as the board of directors may
determine.

     6.2  Powers.  Subject to law, to the certificate of incorporation and to
          ------
the other provisions of these by-laws, each officer shall have, in addition to
the duties and powers herein set forth, such duties and powers as are commonly
incident to his office and such additional duties and powers as the board of
directors may from time to time designate.

     6.3  Election.  The board of directors at its first meeting after each
          --------
annual meeting of stockholders shall choose a president, a secretary and a
treasurer.  Other officers may be appointed by the board of directors at such
meeting, at any other meeting or by written consent.  At any time or from time
to time, the directors may delegate to any officer their power to elect or
appoint any other officer or any agents.

     6.4  Tenure.  Each officer shall hold office until the first meeting of the
          ------
board of directors following the next annual meeting of the stockholders and
until his successor is elected and qualified unless a shorter period shall have
been specified in terms of his election or appointment, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.  Each agent of the
corporation shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent
appointive power.

     6.5  President and Vice Presidents.  The president shall be the chief
          -----------------------------
executive officer and shall have direct and active charge of all business
operations of the corporation and shall have general supervision of the entire
business of the corporation, subject to the control of the board of directors.
He shall preside at all meetings of the stockholders and of the board of
directors at which he is present, except as otherwise voted by the board of
directors.

     The president or treasurer shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

     Any vice presidents shall have such duties and powers as shall be
designated from time to time by the board of directors or by the president.

                                      -7-
<PAGE>

     6.6  Treasurer and Assistant Treasurers.  The treasurer shall be the chief
          ----------------------------------
financial officer of the corporation and shall be in charge of its funds and
valuable papers, and shall have such other duties and powers as may be assigned
to him from time to time by the board of directors or by the president.

     Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
treasurer.

     6.7  Secretary and Assistant Secretaries.  The secretary shall record all
          -----------------------------------
proceedings of the stockholders, of the board of directors and of committees of
the board of directors in a book or series of books to be kept therefor and
shall file therein all writings of, or related to, action by stockholder or
director consent.  In the absence of the secretary from any meeting, an
assistant secretary, or if there is none or he is absent, a temporary secretary
chosen at the meeting, shall record the proceedings thereof.  Unless a transfer
agent has been appointed, the secretary shall keep or cause to be kept the stock
and transfer records of the corporation, which shall contain the names and
record addresses of all stockholders and the number of shares registered in the
name of each stockholder.  The secretary shall have such other duties and powers
as may from time to time be designated by the board of directors or the
president.

     Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the board of directors, the president or the
secretary.

     6.8  Resignation and Removal.  Any officer may resign at any time by
          -----------------------
delivering his resignation in writing to the president or the secretary or to a
meeting of the board of directors.  Such resignation shall be effective upon
receipt unless specified to be effective at some other time, and without in any
case the necessity of its being accepted unless the resignation shall so state.
The board of directors may at any time remove any officer either with or without
cause.  The board of directors may at any time terminate or modify the authority
of any agent.  No officer resigning and (except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement
with the corporation) no officer removed shall have any right to any
compensation as such officer for any period following his resignation or
removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise; unless in the case of
a resignation, the directors, or in the case of removal, the body acting on the
removal, shall in their or its discretion provide for compensation.

     6.9  Vacancies.  If the office of the president or the treasurer or the
          ---------
secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office.  If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that office may
choose a successor.  Each such successor shall hold office for the unexpired
term of his predecessor, and in the case of the president, the treasurer and the
secretary until his successor is chosen and qualified, or in each case until he
sooner dies, resigns, is removed or becomes disqualified.

     Section 7.  CAPITAL STOCK

     7.1  Stock Certificates.  Each stockholder shall be entitled to a
          ------------------
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such

                                      -8-
<PAGE>

form as shall, in conformity to law, the certificate of incorporation and the
by-laws, be prescribed from time to time by the board of directors. Such
certificate shall be signed by the president or a vice-president and (i) the
treasurer or an assistant treasurer or (ii) the secretary or an assistant
secretary. Any of or all the signatures on the certificate may be a facsimile.
In case an officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the time of its issue.

     7.2  Lost Certificates.  The board of directors may direct a new
          -----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 8.  TRANSFER OF SHARES OF STOCK

     8.1  Transfer on Books.  Subject to any restrictions with respect to the
          -----------------
transfer of shares of stock, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate therefor properly endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and with such proof of the authenticity of signature as the board of directors
or the transfer agent of the corporation may reasonably require.  Except as may
be otherwise required by law, by the certificate of incorporation or by these
by-laws, the corporation shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the ,right to receive notice and to vote or to give any
consent with respect thereto and to be held liable for such calls and
assessments, if any, as may lawfully be made thereon, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
properly transferred on the books of the corporation.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     Section 9.  GENERAL PROVISIONS

     9.1  Record Date.  In order that the corporation may determine the
          -----------
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than

                                      -9-
<PAGE>

sixty days nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action to which such record date relates. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting. If no record date is fixed,

     (a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held;

     (b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed; and

     (c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating to such purpose.

     9.2  Dividends.  Dividends upon the capital stock of the corporation may be
          ---------
declared by the board of directors at any regular or special meeting or by
written consent, pursuant to law.  Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the certificate
of incorporation.

     9.3  Payment of Dividends.  Before payment of any dividend, there may be
          --------------------
set aside out of any funds of the corporation available  for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     9.4  Checks.  All checks or demands for money and notes of the corporation
          ------
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     9.5  Fiscal Year.  The fiscal year of the corporation shall begin on the
          -----------
first of January in each year and shall end on the last day of December next
following, unless otherwise determined by the board of directors.

     9.6  Seal.  The board of directors may, by resolution, adopt a corporate
          ----
seal.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware."  The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  The seal may be altered from time to time by the board
of directors.

                                     -10-
<PAGE>

     Section 10.  INDEMNIFICATION

     10.1  It being the intent of the corporation to provide maximum protection
available under the law to its officers and directors, the corporation shall
indemnify its officers and directors to the full extent the corporation is
permitted or required to do so by the General Corporation Law of Delaware.

     Section 11.  AMENDMENTS

     11.1  These by-laws may be altered, amended or repealed or new by-laws may
be adopted by the stockholders or by the board of directors when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors.  If the power
to adopt, amend or repeal by-laws is conferred upon the board of directors by
the certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

                                     -11-
<PAGE>

                                  EXHIBIT 4.2
                                  -----------


                                Capitalization
                                --------------


     Attached hereto is a stockholder list dated March 1, 1997.

     Also attached hereto is a list of outstanding stock options and warrants
dated March 18, 1997.

     Other than shares reserved for issuance upon conversion of the Series C
Preferred and the Warrants, the Corporation has reserved the number of shares of
its capital stock set forth below:

<TABLE>
<CAPTION>

     Common Stock:
     -------------
<S>                                                 <C>

           Exercise of Options:                     1,078,000
           Conversion of
            Series A Preferred:                     1,650,000
            Series B Preferred:                     2,976,333
                                                    ---------

             Total:                                 5,087,083

     Series A Preferred:
     ------------------

          Exercise of Comdisco Warrant:                70,000
</TABLE>
<PAGE>

                                SEQUENOM, INC.

                               Stockholder List

                                 March 1, 1997
AUTHORIZED:
<TABLE>
<CAPTION>
                                         Par Value              Authorized                  Issued
                                         ---------              ----------                  ------
<S>                      <C>                       <C>                       <C>
Common:                                    $.001                 5,726,700                   148,251
Series A Convertible                       $.001                 1,650,000                 1,580,000
 Preferred:
Series B Convertible                       $.001                 3,019,996                 2,976,663
 Preferred:
</TABLE>

                                 COMMON STOCK
                                 ------------
<TABLE>
<CAPTION>
       Shareholder                        Shares                 Cert. No.                 Issue Date
       -----------                        ------                 ---------                 ----------
<S>                          <C>                        <C>                          <C>
Hubert Koster                                   1                  C-10                      03-08-95
Hallerstrasse 74
20146 Hamburg
Germany

Nola E. Masterson                          90,000                  C-11                      10-16-95
Science Futures International
768 West California Way
Woodside, CA 94062

Russell D. Hays                            26,250                  C-12                      10-31-95
136 Lark Court
Alamo, CA 94507

Randall R. Lunn                            10,000                  C-13                      12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110

Helmut Schuhsler                           10,000                  C-14                      12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110
</TABLE>


<PAGE>

<TABLE>
<S>                                             <C>                <C>                  <C>
Patricia Dane                                   2,000              C-15                 12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110

Amy B. Crawford                                 2,000              C-16                 12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110

Monica Schlawinsky                              2,000              C-17                 12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110

John J. DiBello                                 6,000              C-18                 12-01-95
c/o TVM Techno Venture
 Management
101 Arch Street
Suite 1950
Boston, MA 02110

        TOTAL:                                148,251
</TABLE>

<PAGE>

                     SERIES A CONVERTIBLE PREFERRED STOCK
                     ------------------------------------

<TABLE>
<CAPTION>
        Shareholder                          Shares                          Cert. No.               Issue Date
<S>                                         <C>                              <C>                     <C>
Hubert Koster                               1,120,000                            1                     03-08-95
Hallerstrasse 74
20146 Hamburg
Germany

Nola Masterson                                 40,000                            2                     03-08-95
Science Futures International
768 West California Way
Woodside, CA 94062

Robert E. Patterson                            20,000                            3                     03-08-95
Graham & James LLP
600 Hansen Way
Palo Alto, CA 94304-1043

TVM Techno Venture                              8,000                           10                     08-18-95
  Investors No. 1 Limited
  Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Techno Venture                             63,680                           12                     08-18-95
  Enterprises No. II
  Limited Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Intertech Limited                          42,454                           13                     08-18-95
  Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Zweite Beteiligung -                       98,000                            6                     03-08-95
  U.S. Limited Partnership                     29,360                           11                     08-18-95
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Eurotech Limited                           65,200                            7                     03-08-95
  Partnership                                  19,706                            9                     08-18-95
101 Arch Street
Suite 1950
Boston, MA 02110

KBL Founder Ventures SCA                       73,600                            8                     03-08-95
43, Boulevard Royal
L-2955 Luxembourg

        TOTAL:                              1,580,000
</TABLE>


<PAGE>

                     SERIES B CONVERTIBLE PREFERRED STOCK
                     ------------------------------------

<TABLE>
<CAPTION>
       Shareholder                            Shares             Cert. No.           Issue Date
       -----------                            ------             ---------           ----------
<S>                          <C>                        <C>                          <C>
TVM TechnoVenture                             212,267              B-1               12-22-95
  Enterprises No. II
  Limited Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Intertech Limited                         141,513              B-2               12-22-95
  Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Zweite Beteiligung-                       432,953              B-3               12-22-95
  U.S. Limited Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Eurotech Limited                          288,633              B-4               12-22-95
  Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

TVM Techno Venture                             12,634              B-5               12-22-95
  Investors No. 1 Limited                       6,666              B-13               2-29-96
  Partnership
101 Arch Street
Suite 1950
Boston, MA 02110

KBL Founder Ventures                          245,333              B-6               12-22-95
  SCA
43, Boulevard Royal
L-2955 Luxembourg

Alpinvest                                     666,667              B-7               12-22-95
International B.V.
Gooimeer 3
NL-1410 AB Naarden
The Netherlands

Boston University                             333,333              B-8               12-22-95
Nominee Partnership                            13,333              B-9                2-29-96
108 Bay State Road
Boston, MA 02215
</TABLE>



<PAGE>

<TABLE>
<S>                                             <C>                <C>                 <C>
Gerald E. Coughlan                              6,666              B-10                2-29-96
Lehman Brothers
One Broadgate
London EC2M 7HA
England

Charles P. Floe                                66,666              B-11                2-29-96
Lehman Brothers
One Broadgate
London EC2M 7HA
England

Hellmut Kirchner                               20,000              B-12                2-29-96
Martelsgraben 2
82327 Tutzing
Germany

Herwig Brunner                                 20,000              B-12                2-29-96
An der Betteleiche 6
70569 Stuttgart
Germany

Franz A. Wirtz                                 33,333              B-14                2-29-96
Atzenach 37
D-52223 Stolberg
Germany

Hannemarie Wirtz                               33,333             B-15.                2-29-96
Atzenach 37
D-52223 Stolberg
Germany

Hubert Koster                                 100,000              B-16                2-29-96
Hallerstrasse  74
20146 Hamburg
Germany

Ernst-Gunter Afting                            30,000              B-17                3-29-96
Maisenweg 21
82152 Krailing
Germany

SVE Star Ventures                             218,768              B-18                3-29-96
Enterprises No. III GbR,
A German Civil Law Partnership
Possartstrasse 9
D-81679 Munich
Germany

SVE Star Ventures                              18,294              B-19                3-29-96
Enterprises No. IIIa GbR,
A German Civil Law Partnership
Possartstrasse 9
D-81679 Munich
Germany
</TABLE>


<PAGE>

<TABLE>
<S>                              <C>                    <C>                    <C>
SVM Star Ventures                96,271                 B-20                   3-29-96
Managementgesellschaft
mbH Nr.3 & Co.
Beteiligungs KG
Possartstrasse 9
D-81679 Munich
Germany
          TOTAL:              2,976,663
</TABLE>

<PAGE>

                                  EXHIBIT 4.2

Sequenom, Inc.
Analysis of stock options and warrants outstanding
As of March 18, 1997

<TABLE>
<CAPTION>

                                                                             Shares under        Exercise price
Stock options:                                                              option/warrant         per share
--------------                                                             ----------------     ----------------
Issued prior to 1996
--------------------
<S>                                                                        <C>                  <C>
Hubert Koster (founder)                                                         80,000                0.05
Robert Patterson (founder)                                                      30,000                0.05
Bob Cotter (technical advisory board)                                           42,000                0.05
Charles Cantor (technical advisory board)                                       66,000                0.05
Dong-Jing Fu (employee)                                                         10,000                0.05
Maryanne Maloney (employee)                                                     10,000                0.05
Kai Tang (employee)                                                             10,000                0.05
Issued in 1996
--------------
Dong-Jing Fu (employee - 1/96)                                                   1,000                0.25
Maryanne Maloney (employee - 1/96)                                               1,000                0.25
Kai Tang (employee - 1/96)                                                       1,000                0.25
Dr. Andreas Braun (employee - 1/96)                                             15,000                0.25
Dan Little (employee - 1/96)                                                    10,000                0.25
Scott Higgins (employee - 1/96)                                                 10,000                0.25
Fiona Craven (employee - 1/96)                                                   2,000                0.25
Dagmar Ruhe (employee - 1/96)                                                    2,000                0.25
Mrs. Leppin (employee - 1/96)                                                    2,000                0.25
Brigitte Darnhofer (employee - 1/96)                                             3,000                0.25
Professor Ernst -Gnter Afting (bd member-1/96)                                  20,000                0.25
Dong-Jing Fu (employee - 3/96)                                                   1,000                0.25
Maryanne Maloney (employee - 3/96)                                               1,000                0.25
Kai Tang (employee - 3/96)                                                       1,000                0.25
Fareed Kureshy (employee - 9/96)                                               163,000                0.25
Toni Schuh (employee - 9/96)                                                   109,000                0.25
Kai Tang (employee - 9/96)                                                       5,000                0.25
Dong-Jing Fu (employee - 9/96)                                                   5,000                0.25
Maryanne Maloney (employee - 9/96)                                               5,000                0.25
John J. DiBello (acting CFO- 9/96)                                               6,000                0.25
Tom Bologna (board member-12/96) -fully vested                                  18,000                0.25
Tom Bologna (board member-12/96) -stock only                                    27,000                0.25
Tom Bologna (board member- 12/96) -cash option                                  27,000                0.25
Total stock options outstanding                                                683,000
Stock warrants*:
---------------

Total options and warrants outstanding                                         753,000
                                                                           ===============
</TABLE>
*The stock warrants are for Series A preferred stock.
<PAGE>

                                  EXHIBIT 4.3
                                  -----------


                               Equity Investments
                               ------------------

     The Corporation has one subsidiary, Sequenom Instruments GmbH, all of the
outstanding equity interest in which is owned by the Corporation.
<PAGE>

                                  EXHIBIT 4.4
                                  -----------


                        Unaudited Financial Statements
                          as of December 31, 1996 and
                            for the year then ended
                        ------------------------------
<PAGE>

DRAFT                            SEQUENOM, INC.

                       (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS
                          December 31, 1996 and 1995

<TABLE>
<CAPTION>
<S>                                                                            <C>              <C>
                                                                                  1996             1995
                                    ASSETS                                     -----------      -----------
Current Assets

Cash                                                                           $ 1,327,592      $ 1,876,954
Investment in GmbH                                                                      --
  Refundable value added tax                                                        32,922          109,016
  Accounts receivable                                                                   --
  BMBF Grant                                                                       241,947
Other current assets and prepaid expenses                                          140,810           58,951
                                                                               -----------      -----------
           Total current assets                                                  1,743,271        2,044,921
                                                                               -----------      -----------

Fixed assets (net of accumulated depreciation of $328,191 in 1996
    and 133,965 in 1995)                                                           675,747          797,333

Organizational costs (net of accumulated
    amortization of $22,000 in 1996 and $14,000 in 1995)                            18,000           26,000

Note receivable from officer (Note I)                                                                 9,227

Other assets                                                                        32,834           33,820
                                                                               -----------      -----------
           Total assets                                                        $ 2,469,852      $ 2,911,301
                                                                               ===========      ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
   Accounts payable and accrued expenses                                           664,920          665,927

Long term debt (Note E)                                                          2,597,600          891,008

Stockholders' equity (Note F):
     Series A Convertible Preferred Stock, $0.001 par value;
     1,650,000 shares authorized;
     1,580,000 shares issued and outstanding (liquidation preference $790,000)       1,580            1,580

     Series B Convertible Preferred Stock, $0.001 par value;
     3,376,666 shares authorized;
     2,333,333 shares issued and outstanding (liquidation preference
      $3,500,000)                                                                    2,977            2,333

     Common Stock, $0.001 par value; 5,726,700 shares authorized;
     148,251 and 1 shares issued and outstanding in 1995 and 1994,
      respectively                                                                     148              148

     Additional-paid-in capital                                                  5,178,577        4,224,929

     Cumulative translation adjustment                                            (124,184)          (4,925)

     Deficit accumulated in the development stage                               (5,851,766)      (2,869,699)
                                                                               -----------      -----------

     Total stockholders' equity (deficit)                                         (792,668)       1,354,366
                                                                               -----------      -----------
     Total liabilities and stockholders' equity (deficit)                      $ 2,469,852      $ 2,911,301
                                                                               ===========      ===========
</TABLE>

   The accompanying notes are an integral part of the financial statements.




<PAGE>

DRAFT                            SEQUENOM, INC.

                        (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENT'S OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                                                             <C>                  <C>
                                                                                    YEAR ENDED          YEAR ENDED
                                                                                DECEMBER 31, 1996    DECEMBER 31, 1995
                                                                                _________________    _________________

Income
Research & Development Grant                                                              767,903
Other income                                                                               25,091
                                                                                -----------------
                                                                                $         792,994
                                                                                -----------------

Operating Expenses:
Research and development                                                        $       2,978,954    $       1,274,022
General and administrative expenses                                                       931,917              420,077
                                                                                -----------------    -----------------
                                                                                        3,910,871            1,694,099
                                                                                -----------------    -----------------

Net loss from Operations                                                               (3,117,877)          (1,694,099)

Interest income                                                                            72,918                2,419
Interest expense                                                                             (293)             (28,521)
foreign currency transaction gain Loss                                                     63,185
                                                                                -----------------    -----------------
Net loss                                                                               (2,982,067)   $      (1,720,201)
                                                                                =================    =================
</TABLE>

<PAGE>

                                  EXHIBIT 4.5
                                  -----------

                            Undisclosed Liabilities
                            -----------------------
None.
<PAGE>

                                  EXHIBIT 4.6

                        Changes Since December 31, 1996
                        -------------------------------

None.
<PAGE>

                                  EXHIBIT 4.7
                                  -----------

                                  Encumbrances
                                  ------------


     None, other than non-consensual liens arising in the ordinary course of
business by operation of law. The Corporation is not aware of the existence of
any such liens.
<PAGE>

                                  EXHIBIT 4.8
                                  -----------


                          Intellectual Property Rights


1.  See attached listing of "US patents/patent applications assigned or to be
assigned to Sequenom, Inc." updated as of May 5, 1997.  Further negotiations may
be required to obtain assignments of, or rights to use, the patents and patent
applications designated on such listing as not yet assigned to the Corporation.

2.  Reference is made to the Assignment of Inventions agreement dated May 26,
1994 between Sequenom, Inc. and Dr. Hubert Koster, a copy of which has been made
available to the Investors.

3.  Reference is made to the enclosed Consulting Agreement dated September 6,
1996 between Sequenom, Inc. and Dr. Hubert Koster, a copy of which has been made
available to the Investors.

4.  Reference is made to the Executive Employment Agreement dated April 1, 1994
between Sequenom, Inc. and Dr. Hubert Koster, a copy of which has been made
available to the Investors.

5.  With respect to royalties or other amounts payable by the Corporation to
third parties in relation to Intellectual Property Rights, reference is made to
the agreements listed under Item 4.13(i) of Exhibit 4.13.  In addition, the
                                            ------------
Corporation could be required to pay royalties or deliver other consideration as
a result of the negotiations referred to in Item 1 above.
<PAGE>

                                                         (update as of 03/17/97)


                   U.S. PATENTS/PATENT APPLICATIONS ASSIGNED
                   -----------------------------------------
                      OR TO BE ASSIGNED TO SEQUENOM, INC.
                      -----------------------------------


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Foley, Hoag & Eliot      Serial No./         Title and Inventor(s)                        Filing Date    Status
LLP Docket No.           Patent No.
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                                          <C>            <C>
SQA-003.01               08/001,323          DNA Sequencing by Mass Spectrometry          01/07/93       Abandoned in Favor of SQA-
                                             by Hubert Koster                                            003.02

------------------------------------------------------------------------------------------------------------------------------------
SQA-003.02               08/178,216          DNA Sequencing by Mass Spectrometry          01/06/94       U.S. Patent No. 5,547,835
                         U.S. Patent No.     by Hubert Koster                                            Issued 08/20/96
                         5,547,835                   (Sequencing Method)
------------------------------------------------------------------------------------------------------------------------------------
SQA-003.26               08/617,010          DNA Sequencing by Mass Spectrometry          03/18/96       Awaiting First Office
                                             by Hubert Koster                                            Action

------------------------------------------------------------------------------------------------------------------------------------
SQA-003.27               08/470,123          DNA Sequencing by Mass Spectrometry          06/06/95       Responded to Office Action
                                             by Hubert Koster                                            on 03/10/97
                                                       (Sequencing Kits)
------------------------------------------------------------------------------------------------------------------------------------
SQA-003.28               08/467,208          DNA Sequencing by Mass Spectrometry          06/06/95       Awaiting First Office
                                             by Hubert Koster                                            Action
                                                        (Solid Supports)
------------------------------------------------------------------------------------------------------------------------------------
SQA-003.29               08/481,033          DNA Sequencing by Mass Spectrometry          06/07/95       Responded to Restriction
                                             by Hubert Koster                                            Requirement on 11/4/96;
                                                                                                         Awaiting First Office
                                                                                                         Action
------------------------------------------------------------------------------------------------------------------------------------
SQA-005.01               08/034,738          DNA Sequencing by Mass Spectrometry          03/19/93       Abandoned in Favor of SQA-
                                             via Exonuclease Degradation                                 005.02
                                             by Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
SQA-005.02               08/338,171          DNA Sequencing by Mass Spectrometry          02/10/95       Patent to Issue
                                             via Exonuclease Degradation
                                             by Hubert Koster
                                                      (Sequencing Method)
------------------------------------------------------------------------------------------------------------------------------------
SQA-005.28               08/744,590          DNA Sequencing by Mass Spectrometry          11/06/96       Awaiting First Office
                                             via Exonuclease Degradation                                 Action
                                             by Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
SQA-005.26               08/454,527          DNA Sequencing by Mass Spectrometry          05/30/95       Respond to First Office
                                             via Exonuclease Degradation                                 Action by 03/30/97
                                             by Hubert Koster
                                                    (Multiplex Method; Kit)
------------------------------------------------------------------------------------------------------------------------------------
SQA-005.27               08/453,499          DNA Sequencing by Mass Spectrometry          05/30/95       Respond to Second Office
                                             via Exonuclease Degradation                                 Action by 04/22/97
                                             by Hubert Koster
                                                (System for Exonuclease Mediated
                                                    Mass Specific Sequencing)
------------------------------------------------------------------------------------------------------------------------------------
*    SQA-008.01          New Application     Systems and Methods for Preparing Low        01/23/97       Awaiting First Office
                                             Volume Analyte Array Elements                               Action
                                             by Daniel P. Little, Maryanne J.
                                             O'Donnell-Maloney, Charles R. Cantor
                                             and Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
*    SQA-009.01          New Application     Systems and Methods for Preparing and        01/23/97       Awaiting First Office
                                             Analyzing Low Volume Analyte Array                          Action
                                             Elements by Daniel P. Little, Maryanne J.
                                             O'Donnell-Maloney, Charles R. Cantor
                                             and Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
*    SQA-013.01          08/406,199          DNA Sequencing by Mass Spectrometry          03/17/95       U.S Patent No. 5,605,798
                                             by Hubert Koster                                            Issued 02/25/97

------------------------------------------------------------------------------------------------------------------------------------
*    SQA-013.02          08/617,256          DNA Sequencing by Mass Spectrometry          03/18/96       Awaiting First Office
                                             by Hubert Koster                                            Action

------------------------------------------------------------------------------------------------------------------------------------
*    SQA-013.26          08/744,481          DNA Sequencing by Mass Spectrometry          11/06/96       Awaiting First Office
                                             by Hubert Koster                                            Action

------------------------------------------------------------------------------------------------------------------------------------
*    SQA-017.01          08/521,638          Filtration Processes, Kits and Devices       08/31/95       Awaiting First Office
                                             for Isolating Plasmids                                      Action
                                             by Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
*+   SQA-020.01          08/647,368          Process for Direct Sequencing During         05/09/96       Awaiting First Office
                                             Template Amplification                                      Action
                                             by Hubert Koster, Dirk Van den Boom,
                                             and Andreas Ruppert
------------------------------------------------------------------------------------------------------------------------------------
*+   SQA-022.01          08/649,876          A Method for Dissociating Biotin             05/13/96       Awaiting First Office
                                             Complexes                                                   Action
                                             by Christian Jurinke, Dirk Van den
                                             Boom, and Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
*+   SQA-032.01          08/710,565          Method and Apparatus for MALDI               09/19/96       Awaiting First Office
                                             Analysis                                                    Action
                                             by Franz Hillenkamp
------------------------------------------------------------------------------------------------------------------------------------
*    SQA-033.01          08/746,055          High Density Immobilization of Nucleic      11/06/96       Awaiting First Office
                                             Acid Molecules                                              Action
                                             by Maryanne J. O'Donnell-Maloney,
                                             Charles R. Cantor, and Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
SQA-034.01               New                 Mass Spectrometric Detection of              To be          In Preparation
                         Application         Translated Polypeptides                      Filed
                                             by Daniel P. Little, G. Scott Higgins, and
                                             Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
*    SQA-035.01          08/746,036          Bead Linkers for Immobilizing Nucleic        11/06/96       Awaiting First Office
                                             Acid to Solid Supports                                      Action
                                             by David M. Lough and Hubert Koster
------------------------------------------------------------------------------------------------------------------------------------
SQA-039.01               New                 Sequencing by Mass Spectrometry Using        To be          In Preparation
                         Application         Post-Biology Capture                         Filed
                                             by G. Scott Higgins and David M. Lough
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Not yet assigned to Sequenom, Inc.

+ Other inventors have assigned rights to H. Koster.

<PAGE>

                                  EXHIBIT 4.15
                                  ------------

                                   Insurance
                                   ---------

1.   St. Paul Fire and Marine Insurance Company
     Policy Period: October 26, 1996-October 26, 1997
     Premium $ 3,825
     Policy number: FK06603871

     Commercial General Liability Limits:
          Each event: $2 million
          Premises: $1,000,000
          Medical expenses: $5,000
          Personal injury and advertising injury: $2,000,000
          General Total: $4,000,000

     Loss of Earnings and Extra Expense Coverage, Limit: $500,000

     Non-owned auto: $2,000,000

     Business Contents Limits:  San Diego:   $600,000
                                Boston:      $  5,000

2.   Zenith Insurance Company
     Policy Period: October 1, 1996-October 1, 1997
     Premium: $10,817
     Policy number: Z042591701
     Workers Compensation Insurance
     Employers Liability Insurance
     Limits:   Bodily Injury by Accident:    $1,000,000 each accident
               Bodily Injury by Disease:     $1,000,000 each employee
               Bodily Injury by Disease:     $1,000,000 Policy Limit

3.   The Corporation also maintains life insurance coverage on Dr. Hubert Koster
     in the amount of $1 million ($500,000 in term insurance and $500,000 in
     whole life insurance). The Corporation is beneficiary of both of these
     policies.
<PAGE>

                                 EXHIBIT 4-l-6A

                     Form of Registration Rights Agreement
                     -------------------------------------
<PAGE>

                         REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement is entered into as of May __,1997 by and
among Sequenom, Inc., a Delaware corporation (the "Corporation"); the holders
(the "Series B Investors") of shares of the Corporation's Series B Convertible
Preferred Stock, $.001 par value per share (the Series B Preferred Stock"); and
the purchasers of shares of the Corporation's Series C Convertible Preferred
Stock, par value $.001 per share (the "Series C Preferred Stock"), pursuant to
the Series C Convertible Preferred Stock Purchase Agreement dated as of the date
hereof (the "Purchase Agreement"), including any Additional Investors as defined
in the Purchase Agreement (such purchasers of Series C Preferred Stock being
hereinafter sometimes referred to individually as an "Investor" and collectively
as the "Investors").

     WHEREAS, the Corporation and the Series B Investors are the parties to a
Registration Rights Agreement dated as of December 22, 1995 (the "Prior
Registration Rights Agreement"), pursuant to which the Corporation granted
certain registration rights to the Series B Investors and certain of their
transferees;

     WHEREAS, the Corporation now wishes to sell to the Investors certain shares
of its Series C Preferred Stock and certain warrants to purchase shares of its
Series C Preferred Stock;

     WHEREAS, the Series B Preferred Stock and the Series C Preferred Stock are
convertible into shares of the Corporation's Common Stock; and

     WHEREAS, as a condition to entering into the Purchase Agreement, the
Investors have required that the Corporation and the Series B Investors execute
this Agreement to provide the Investors rights to register the shares of Common
Stock issuable upon conversion of their Series C Preferred Stock and certain
other securities of the Corporation described below;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     1.  Definitions.  As used in this Agreement, the following terms shall have
         -----------
the following meanings:

     (a) The term "Act" means the Securities Act of 1933, as amended;

     (b) The term "Holder" means any Investor, any Series B Investor and any
other person or entity holding Registrable Securities to whom the registration
rights granted in this Agreement have been transferred pursuant to Section 14
hereof;

     (c) The term "Preferred Stock" means the Series B Preferred Stock and the
Series C Preferred Stock;

     (d) The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of effectiveness of such
registration statement; and
<PAGE>

     (e) The term "Registrable Securities" means (1) the Common Stock issuable
upon conversion of the Preferred Stock, (2) Common Stock purchased by an
Investor pursuant to Section 8.1 of the Purchase Agreement (or Common Stock for
or into which New Securities (as therein defined) purchased by the Investor
pursuant to such Section 8.1 may be exercised or converted) or pursuant to the
Stock Restriction Agreement dated as of the date hereof among the Corporation,
the Series B Investors, the Investors and certain additional parties identified
therein, and (3) any Common Stock of the Corporation issued as a dividend or
other distribution with respect to, or in exchange or in replacement of, such
Preferred Stock or Common Stock.

     In addition, for purposes of all calculations and notices under this
Agreement, and all other provisions of this Agreement where the context permits,
the term "Registrable Securities" shall include securities issuable upon
conversion of the Preferred Stock, a holder of the Preferred Stock shall be
deemed the Holder of such securities and such securities shall be deemed
outstanding Registrable Securities hereunder.  Notwithstanding the foregoing,
nothing in this Agreement shall require the Corporation actually to register any
shares of the Preferred Stock.

     2.  Request for Registration.  If at any time after the earlier of (i) the
         ------------------------
first underwritten public offering of securities for the account of the
Corporation, and (ii) the date three (3) years from the date hereof, the
Corporation shall receive a written request (specifying that it is being made
pursuant to this Section 2) from the Holder or Holders at least fifty percent
(50%) of the then outstanding Registrable Securities that the Corporation file a
registration statement under the Act, or a similar document pursuant to any
other statute then in effect corresponding to the Act, covering the registration
of at least the lesser of (i) at least twenty-five percent (25%) of the then
outstanding Registrable Securities and (ii) Registrable Securities the expected
price to the public of which equals or exceeds $10,000,000, then the Corporation
shall promptly notify all other Holders of such request and shall use its best
efforts to cause all Registrable Securities that Holders have requested be
registered to be registered under the Act.

     Notwithstanding the foregoing, (a) the Corporation shall not be obligated
to effect a registration pursuant to this Section 2 during the period starting
with the date sixty (60) days prior to the Corporation's estimated date of
filing of, and ending on a date six (6) months following the effective date of,
a registration statement pertaining to an underwritten public offering of
securities for the account of the Corporation, provided that the Corporation is
actively employing in good faith its best efforts to cause such registration
statement to become effective and that the Corporation's estimate of the date of
filing such registration statement is made in good faith; (b) the Corporation
shall not be obligated to effect a registration pursuant to this Section 2
within six (6) months after the effective date of a prior registration under
such Section; (c) if the Corporation shall furnish to the Holders a certificate
signed by the President of the Corporation stating that in the good faith
judgment of the Board of Directors it would be seriously detrimental to the
Corporation or its shareholders for a registration statement to be filed in the
near future, then the Corporation's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed three (3)
months; and (d) the Corporation may postpone a registration pursuant to this
election for such period of time as may be required to permit the use of regular
audited year-end financial statements with supplemental short period figures for
a period not exceeding six (6) months unless the Holders agree to bear the costs
of any special audit.

                                       2
<PAGE>

     The Corporation shall not be obligated to effect more than two (2)
registrations pursuant to this Section 2. Any request for registration under
this Section 2 must be for a for a firm commitment underwritten public offering
to be managed by an underwriter or underwriters of recognized national standing
reasonably acceptable to the Corporation.

     3.  Corporation Registration.  Subject to Section 8 of this Agreement, if
         ------------------------
at any time the Corporation proposes to register any of its Common Stock under
the Act in connection with the public offering of such securities for its own
account or for the accounts of other shareholders, solely for cash on a form
that would also permit the registration of the Registrable Securities, the
Corporation shall, each such time, promptly give each Holder written notice of
such determination.  Upon the written request of any Holder given within thirty
(30) days after mailing of any such notice by the Corporation, the Corporation
shall, subject to the limitations set forth in Section 8(a), use its best
efforts to cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested be registered.

     4.  Obligations of the Corporation.  Whenever required under Section 2, 3,
         ------------------------------
or 11 to use its best efforts to effect the registration of any Registrable
Securities, the Corporation shall, as expeditiously as reasonably possible:

     (a) Prepare and file with the Securities and Exchange Commission ("SEC") a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become and remain
effective; provided, however, that in connection with any proposed registration
intended to permit an offering of any securities from time to time (i.e., a so-
called "shelf registration"), the Corporation shall in no event be obligated to
cause any such registration to remain effective for more than one hundred eighty
(180) days.

     (b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.

     (c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.

     (d) Use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably appropriate for the distribution of the
securities covered by the registration statement, provided that the Corporation
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, and further provided that (anything in this
Agreement to the contrary notwithstanding with respect to the bearing of
expenses) if any jurisdiction in which the securities shall be qualified shall
require that expenses incurred in connection with the qualification of the
securities in that jurisdiction be borne by selling shareholders, then such
expenses shall be payable by selling shareholders pro rata, to the extent
required by such jurisdiction.

                                       3
<PAGE>

     (e) Provide a transfer agent for the Common Stock no later than the
effective date of the first registration of any Registrable Securities.

     5.  Furnish information.  It shall be a condition precedent to the
         -------------------
obligations of the Corporation to take any action pursuant to this Agreement
that the Holders shall furnish to the Corporation such information regarding
them, the Registrable Securities held by them, and the intended method of
disposition of such securities as the Corporation shall reasonably request and
as shall be required in connection with the action to be taken by the
Corporation.

     6.  Expenses of Demand Registration.  All expenses incurred in connection
         -------------------------------
with registrations pursuant to Section 2 (excluding underwriters' discounts and
commissions), including, without limitation, all registration and qualification
fees, printers, and accounting fees, fees and disbursements of counsel for the
Corporation, and the reasonable fees and disbursements of one special counsel
for the selling Holders, shall be borne by the Corporation.

     7.  Corporation Registration Expenses.  All expenses (excluding
         ---------------------------------
underwriters' discounts and commissions) incurred in connection with a
registration pursuant to Section 3, including, without limitation, any
additional registration and qualification fees and any additional fees and
disbursements of counsel to the Corporation that result from the inclusion of
securities held by the Holders in such registration and the reasonable fees and
disbursements of one special counsel for the selling stockholders, shall be bore
by the Corporation; provided, however, that if the registration is of
exclusively a secondary offering, the holders shall bear their proportionate
share of the expenses incurred in connection with any registration (provided all
shareholders registering shares thereunder bear their proportionate share of
expenses), except expenses which the Corporation would have incurred whether or
not the securities held by the Holders were included in such registration
(including, without limitation, the expense of preparing normal audited or
unaudited financial statements).

     8.  Underwriting Requirements.
         -------------------------

     (a) In connection with any offering involving an underwriting of shares
being issued by the Corporation, the Corporation shall not be required under
Section 3 to include any of the Holders' Registrable Securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Corporation and the underwriters selected by it, and then only in
such quantity as will not, in the reasonable opinion of the underwriters,
jeopardize the success of the offering by the Corporation.  If the total amount
of securities that all Holders request to be included in an underwritten
offering exceeds the amount of securities that the underwriters reasonably
believe compatible with the success of the offering, the Corporation shall only
be required to include in the offering so many of the securities of the selling
Holders as the underwriters reasonably believe will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling Holders according to the total amount of securities owned by said
selling Holders, or in such other proportions as shall mutually be agreed to by
such selling Holders), provided that in the case of an offering involving shares
being issued by the Corporation, no such reduction shall be made with respect to
any securities offered by the Corporation for its own account, and provided
further that no securities of any shareholder who is not a Holder shall be
included in such offering, other than securities of shareholders who have
initiated such registration pursuant to the exercise of contractual rights to

                                       4
<PAGE>

do so, unless all securities which the Holders have requested to be included are
included on a pro rata basis with the securities of any other shareholders who
have a contractual right to include their securities in such offering.

     (b) With respect to any underwriting of shares to be registered under
Section 2, or an underwriting of shares to be registered under Section 11 if the
Holders of a majority of the then outstanding Registrable Securities have
requested registration thereunder, such Holders shall have the right to
designate the managing underwriter or underwriters, subject to the consent of
the Corporation.  In all other circumstances under such Sections and in
connection with registrations under Section 3, the Corporation shall have the
right to designate the managing underwriter or underwriters, subject to the
consent of the Holders of a majority of the Registrable Securities participating
in the underwriting.  In any such case, such consent shall not be unreasonably
withheld or delayed.

     9.  Delay of Registration.  No Holder shall have any right to take any
         ---------------------
action to restrain, enjoy, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

     10.  Indemnification.  In the event any Registrable Securities are included
          ---------------
in a registration statement under this Agreement:

     (a) To the extent permitted by law, the Corporation will indemnify and hold
harmless each Holder requesting or joining in a registration, any underwriter
(as defined in the Act) for it, and each person, if any, who controls such
Holder or underwriter within the meaning of the Act, against any losses, claims,
damages or liabilities, joint or several, to which they may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such registration statement,
including, without limitation, any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading or arise out of any violation by the Corporation of any rule or
regulation promulgated under the Act applicable to the Corporation and relating
to action or inaction required of the Corporation in connection with any such
registration; and will reimburse each such Holder, such underwriter, or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action, provided, however, that the indemnity agreement contained
in this Section 10(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Corporation (which consent shall not be unreasonably withheld
or delayed) nor shall the Corporation be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in connection with such registration statement,
preliminary prospectus, final prospectus, or amendments or supplements thereto,
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter or
controlling person.

                                       5
<PAGE>

     (b) To the extent permitted by law, each Holder requesting or joining in a
registration will indemnify and hold harmless the Corporation, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the Corporation within the meaning of the Act, and
any underwriter for the Corporation (within the meaning of the Act) against any
losses, claims, damages or liabilities to which the Corporation or any such
director, officer, controlling person or underwriter may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary prospectus or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and will reimburse the Corporation or any such director,
officer, controlling person or underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld) and provided further that no Holder shall have any
liability under this Section 10(b) in excess of the net proceeds actually
received by such Holder in the relevant public offering.

     (c) Promptly after receipt by an indemnified party under this Section 10 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 10, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties.  The failure to notify an indemnifying party
promptly, of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 10, but the omission so to notify the
indemnifying party will not relieve him of any liability that he may have to any
indemnified party otherwise than under this Section 10.

     11.  Registrations on Form S-3.
          -------------------------

     (a) If (i) the Corporation shall receive a written request (specifying that
it is being made pursuant to this Section 11) from the Holder or Holders of at
least twenty-five percent (25%) of the then outstanding Registrable Securities
that the Corporation file a registration statement on Form S-3 (or any successor
form to Form S-3 regardless of its designation) for a public offering of shares
of the Registrable Securities the reasonably anticipated aggregate price to the
public of which would exceed Two Million Dollars ($2,000,000), and (ii) the
Corporation is a registrant entitled to use Form S-3 to register such shares,
then the Corporation shall use its

                                       6
<PAGE>

best efforts to cause such shares to be registered on Form S-3 (or any successor
form to Form S-3).

     (b) All expenses (excluding underwriters' discounts and commissions)
incurred in connection with the first two registrations requested pursuant to
Section 11(a), including, without limitation, all registration, qualification,
printing, and accounting fees, and fees and disbursements of one special counsel
to the selling Holder or Holders and counsel to the Corporation, shall be borne
by the Corporation.  All such expenses for registrations pursuant to Section
11(a) after the first two such registrations shall be borne by the Corporation,
except that the selling Holders shall pay all fees of their legal counsel, if
any, in connection therewith.

     (c) Holders' rights to registration under this Section 11 are in addition
to, and not in lieu of, their rights to registration under Sections 2 and 3 of
this Agreement.

     12.  Reports Under Securities Exchange Act of 1934.  With a view to making
          ---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Corporation to the public without registration, the
Corporation agrees to use its best efforts to:

     (a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times subsequent to ninety (90) days
after the effective date of the first registration statement covering an
underwritten public offering filed by the Corporation;

     (b) file with the SEC in a timely manner all reports and other documents
required of the Corporation under the Act and the Securities Exchange Act of
1934, as amended (the "1934 Act"); and

     (c) furnish to any Holder forthwith upon request a written statement by the
Corporation that it has complied with the reporting requirements of Rule 144 (at
any time after ninety (90) days after the effective date of said first
registration statement filed by the Corporation), and of the Act and the 1934
Act (at any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Corporation, and such
other reports and documents so filed by the Corporation as may be reasonably
requested in availing any such holder to take advantage of any rule or
regulation of the SEC permitting the selling of any such securities without
registration.

     13.  Limitations in Connection with Future Grants of Registration Rights.
          -------------------------------------------------------------------
Without the prior written consent of the Holder or Holders of a majority of the
then outstanding Registrable Securities issued or issuable upon conversion of
the Preferred Stock, the Corporation shall not grant rights to cause the
Corporation to register any of its securities to any person or entity other than
the Additional Investors as contemplated hereunder.

     14.  Transfer of Registration Rights.  The registration rights of any
          -------------------------------
Investor (and of any permitted transferee of any Investor or its permitted
transferees) under this Agreement with respect to any shares of Registrable
Securities may be transferred to any Affiliate of such Investor or such
permitted transferee, or to any transferee who acquires (otherwise than in a
registered public offering) at least five percent (5%) of the Registrable
Securities held or acquired as of the date hereof by such Investor, provided,
however, that the Corporation is given
<PAGE>

written notice by the Holder at the time of such transfer stating the name and
address of the transferee and identifying the securities with respect to which
the rights under this Agreement are being assigned. For such purpose, an
"Affiliate" of any Investor (or any such transferee) means any partner of such
Investor (or transferee) if it is a partnership, or any person or entity that,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Investor or transferee.

     15.  Mergers, Etc.  The Corporation shall not, directly or indirectly,
          ------------
enter into any merger, consolidation or reorganization in which the Corporation
shall not be the surviving corporation unless the proposed surviving corporation
shall, prior to such merger, consolidation or reorganization, agree in writing
to assume the obligations of the Corporation under this Agreement, and for that
purpose references hereunder to "Registrable Securities" shall be deemed to be
references to the securities which the Holders would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided, however, that the provisions of this Agreement shall
not apply in the event of any merger, consolidation or reorganization in which
the Corporation is not the surviving corporation if the Holders of Registrable
Securities are entitled to receive in exchange therefor (i) cash, or (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the Act.

     16.  Stand-Off Agreement.  Each Holder, if requested by the Corporation and
          -------------------
the managing underwriter of an offering by the Corporation of Common Stock or
other securities of the Corporation pursuant to a registration statement under
the Act, shall agree not to sell publicly or otherwise transfer or dispose of
any Registrable Securities or other securities of the Corporation held by such
Holder for a specified period of time (not to exceed 180 days) following the
effective date of such registration statement; provided, that:
                                               --------

     (a) such agreement shall only apply to the first registration statement
covering Common Stock to be sold on the Corporation's behalf to the public in an
underwritten offering; and

     (b) all holders of five percent (5%) or more of the shares of Common Stock
then outstanding (including shares of Common Stock issuable upon the conversion
of Preferred Stock, or other convertible securities, or upon the exercise of
options, warrants or rights) and all officers and directors of the Corporation
enter into similar agreements.

     17.  Accession.  Any Additional Investors as defined in the Purchase
          ---------
Agreement shall automatically become an Investor hereunder by delivering to the
Corporation a written instrument in the form of Exhibit A hereto, by which such
                                                ---------
Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" for all purposes
of this Agreement.

     18.  Notices.  All notices, requests, consents and other communications
          -------
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by first class mail postage
prepaid (other than to non-U.S. parties) or by fax or DHL, Federal Express or
other internationally recognized courier service, addressed to such party at the
<PAGE>

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.
          11555 Sorrento Valley Road
          Suite C
          San Diego, CA 92121
          Attention: President
          Fax: (619) 350-0344

          with a copy to:

          David R. Pierson, Esq.
          Foley, Hoag & Eliot LLP
          One Post office Square
          Boston, Massachusetts 02109
          Fax:  (617) 832-7000

     (ii) if to the Series B Investors or the Investors (or their respective
          transferees), to their respective last known address or their
          respective address, if any, appearing in the books of the Corporation.

     19.  Miscellaneous.
          -------------

     (a) This Agreement states the entire agreement of the parties concerning
the subject matter hereof, and supersedes all prior agreements, written or oral,
between or among them concerning such subject matter.

     (b) This Agreement may be amended, and compliance with any provision of
this Agreement may be omitted or waived, only by the written agreement of the
Corporation and the Holders of at least eighty-five percent (85%) in voting
power of the then outstanding Registrable Securities issued or issuable upon
conversion of the Preferred Stock to be bound thereby.

     (c) This Agreement supersedes and replaces the Prior Registration Rights
Agreement, which upon execution hereof shall be of no further force or effect.

     (c) This Agreement shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts,
without regard to its principles of conflicts of laws.

     (d) This Agreement may be executed in any number of counterparts, each such
counterpart shall be deemed to be an original instrument, and all such
counterparts together shall constitute but one agreement.  Any such counterpart
may contain one or more signature pages.

                                     * * *

                                       9
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as a contract under seal as of the date first written above.

                                    SEQUENOM, INC.


                                    By: _________________________________
                                         Its President
               SERIES B INVESTORS:
                                    TVM TECHNO VENTURE
                                    ENTERPRISES NO.  II
                                    LIMITED PARTNERSHIP


                                    By:  TVM Techno Venture Management Limited
                                         Partnership
                                           its General Partner
                                    By:  TVM Management Corporation
                                           its General Partner

                                    By: _________________________________
                                         Name:
                                         Title:
<PAGE>

                                    TVM INTERTECH LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                            its General Partner

                                    By:  TVM Management Corporation
                                            its General Partner

                                    By:    /s/ illegible
                                        ------------------------------------
                                           Its:

                                    TVM ZWEITE BETEILIGUNG-US LIMITED
                                    PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                            its General Partner

                                    By:  TVM Management Corporation
                                            its General Partner

                                    By:    /s/ illegible
                                        ------------------------------------
                                           Its:
<PAGE>

                                    TVM EUROTECH LIMITED
                                    PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                          its General Partner
                                    By:  TVM Management Corporation
                                          its General Partner


                                    By: __________________________________
                                        Its:


                                    TVM TECHNO VENTURE
                                    INVESTORS NO. 1 LIMITED
                                    PARTNERSHIP


                                    By: __________________________________
                                        General Partner


                                    KBL FOUNDER VENTURES SCA


                                    By: __________________________________
                                        Its:


                                    ALPINVEST INTERNATIONAL B.V.


                                    By: __________________________________
                                        Its:


<PAGE>

                                    BOSTON UNIVERSITY NOMINEE
                                    PARTNERSHIP


                                    By: __________________________________
                                        General Partner


                                    ______________________________________
                                    Gerald E. Coughlan


                                    ______________________________________
                                    Charles P. Floe


                                    ______________________________________
                                    Hellmut Kirchner


                                    ______________________________________
                                    Herwig Brunner


                                    ______________________________________
                                    Franz A. Wirtz


                                    ______________________________________
                                    Hannemarie Wirtz


                                    ______________________________________
                                    Hubert Koster


                                    ______________________________________
                                    Ernst-Gunter Afting


<PAGE>

                              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: _________________________________
                                  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: _________________________________
                                  Managing Partner

                              SVE STAR VENTURES
                              MANAGEMENTGESELLSCHAFT MBH
                              Nr. 3 & CO. BETEILIGUNGS KG



                              By:  SVM Star Ventures
                                   Managementgesellschaft mbH Nr. 3


                              By: _________________________________
                                  Managing Partner

<PAGE>

                                 SEQUENOM, INC.

                         Registration Rights Agreement

                            Investor Signature Page
                            -----------------------

     By executing this page in the space provided, the undersigned hereby agrees
(i) that it is an "Investor" as defined in the Registration Rights Agreement
dated as of May ___, 1997, by and among Sequenom, Inc. and the parties named
therein, (ii) that it is a party to the Registration Rights Agreement for all
purposes and (iii) that it is bound by all terms and conditions of the
Registration Rights Agreement.

EXECUTED this ___ day of May, 1997.



                                           ____________________________________
                                           (print name)

                                           By: ________________________________

                                           Title: _____________________________

                                           Address:____________________________

                                           ____________________________________

                                           ____________________________________

                                           ____________________________________

<PAGE>

                              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: _________________________________
                                  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: _________________________________
                                  Managing Partner

                              SVE STAR VENTURES
                              MANAGEMENTGESELLSCHAFT MBH
                              Nr. 3 & CO. BETEILIGUNGS KG



                              By:  SVM Star Ventures
                                   Managementgesellschaft mbH Nr. 3


                              By: _________________________________
                                  Managing Partner

<PAGE>

                                 EXHIBIT 4.16B
                                 -------------


                            Form of Voting Agreement
                            ------------------------

<PAGE>

                               VOTING AGREEMENT

     Agreement made as of May ___, 1997 by and among Sequenom, Inc., a Delaware
corporation (the "Corporation"); Hubert Koster, Nola E. Masterson and Robert E.
Patterson (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"); and the purchasers of shares of the
Corporation's Series C Convertible Preferred Stock, $.001 par value per share
("Series C Preferred Stock"), pursuant to the Series C Convertible Preferred
Stock Purchase Agreement dated as of the date hereof (the "Purchase Agreement"),
including any Additional Investors as defined in the Purchase Agreement (all
such purchasers of Series C Preferred Stock under the Purchase Agreement being
referred to as the "Investors," and all such Founders, Original Investors,
Series B Investors and Investors being referred to as the "Stockholders").

                                   AGREEMENT
                                   ---------

     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
         ------------------
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 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 seven and to elect as directors, on the date of this Agreement
and in any subsequent election of directors of the Corporation:

     (a)  the Chief Executive Officer of the Corporation (the "CEO Director"),
          who shall initially be Fareed Kureshy;

     (b)  one person designated by the Founders, who shall initially be Hubert
          Koster;

     (c)  one person designated by the Original Investors, who shall initially
          be Helmut Schuhsler;

     (d)  two persons designated by the Series B Investors, who shall initially
          be Thomas Bologna and William Golden; and

     (e)  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, and
          who shall initially be Nola E. Masterson and Ernst-Gunter Afting.

<PAGE>

     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 Stockholders at least 10 days prior to any election of directors
of its director-designee or director-designees.  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.

     If at any time the person serving as Chief Executive Officer of the
Corporation shall resign, be removed or otherwise cease to serve as such
officer, the Stockholders shall promptly vote (i) if the former Chief Executive
Officer has not resigned as a director, to remove him as a director, and (ii) to
elect the new Chief Executive Officer of the Corporation as the CEO Director.

     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 $9.45, 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

                                       2
<PAGE>

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 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 or Series C 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 and
Series C Preferred Stock are convertible.

     2.  Director Indemnification.  In the event that any director contemplated
         ------------------------
by 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 a majority in voting power of the Series B Investors.

     3.  Accession.  Any Additional Investors as defined in the Purchase
         ---------
Agreement shall automatically become an Investor hereunder by delivering to the
Corporation a written instrument in the form of Exhibit A hereto, by which such
                                                ---------
Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" and a
"Stockholder" for all purposes of this Agreement.

     4.  Notices.  All notices, requests, consents and other communications
         -------
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or duly sent by first class mail postage
prepaid (other than to non-U.S. parties), 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.
         11555 Sorrento Valley Road
         Suite C
         San Diego, CA 92121
         Attention: President
         Fax: (619) 350-0344

                                       3
<PAGE>

     with a copy to:

          David R. Pierson, Esq.
          Foley, Hoag & Eliot LLP
          One Post office Square
          Boston, Massachusetts 02109
          Fax:  (617) 832-7000

     (ii) 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 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 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 supersedes and replaces
the Voting Agreement among the Corporation, the Founders, the Original Investors
and the Series B Investors dated as of December 22, 1995, 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 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, eighty-
five percent (85%) in voting power of the Shares held by the Series B 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.   Counterpart.  This Agreement may be executed in more than one
          -----------
counterpart, 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 enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.

     9.   Legend. Each certificate for Shares shall bear a legend stating in
          ------
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 the Voting Agreement to the holder hereof upon written request and
     without charge.

                                     * * *

                                       4
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Voting Agreement as a
contract under seal as of the date first written above.

                                    SEQUENOM, INC.

                                    By:
                                       ---------------------------------
                                           its President


               FOUNDERS:
                                    ------------------------------------
                                    Hubert Koster

                                    ------------------------------------
                                    Nola E. Masterson

                                    ------------------------------------
                                    Robert E. Patterson


               ORIGINAL INVESTORS:

                                    TVM TECHNO VENTURE
                                    ENTERPRISES NO.  II
                                    LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                         its General Partner
                                    By:  TVM Management Corporation
                                         its General Partner

                                    By:
                                       ---------------------------------
                                         Name:
                                         Title:
<PAGE>

                                    TVM INTERTECH LIMITED
                                    PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                          its General Partner
                                    By:  TVM Management Corporation
                                          its General Partner

                                    By:
                                         -------------------------------
                                         Its:

                                    TVM ZWEITE BETEILIGUNG-US
                                    LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                          its General Partner
                                    By:  TVM Management Corporation
                                          its General Partner


                                    By:
                                         -------------------------------
                                         Its:
<PAGE>

                                    TVM EUROTECH LIMITED
                                    PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                          its General Partner
                                    By:  TVM Management Corporation
                                          its General Partner


                                    By:  -------------------------------
                                         Its:


                                    TVM TECHNO VENTURE
                                    INVESTORS NO. 1 LIMITED
                                    PARTNERSHIP


                                    By:
                                         -------------------------------
                                         General Partner


<PAGE>

                                    SERIES B INVESTORS:

                                    TVM TECHNO VENTURE ENTERPRISES NO. II
                                    LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                         its General Partner
                                    By:  TVM Management Corporation
                                         its General Partner

                                    By:    /s/ illegible
                                         ------------------------------
                                         Its:



                                    TVM INTERTECH LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                    By:  TVM Management Corporation
                                         its General Partner


                                    By:    /s/ illegible
                                         ------------------------------
                                         Its:
<PAGE>

                                    TVM ZWEITE BETEILIGUNG-US
                                    LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                         its General Partner
                                    By:  TVM Management Corporation
                                         its General Partner


                                    By:
                                         -------------------------------
                                         Its:

                                    TVM EUROTECH LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                         its General Partner
                                    By:  TVM Management Corporation
                                         its General Partner


                                    By:
                                         -------------------------------
                                         Its:

                                    TVM TECHNO VENTURE
                                    INVESTORS NO. 1 LIMITED PARTNERSHIP


                                    By:
                                         -------------------------------
                                         General Partner
<PAGE>

                              KBL FOUNDER VENTURES SCA

                              By:
                                 ------------------------------------------
                                   Its:

                              ALPINVEST INTERNATIONAL B. V.

                              By:
                                 ------------------------------------------
                                   Its:

                              BOSTON UNIVERSITY NOMINEE PARTNERSHIP


                              By:
                                 ------------------------------------------
                                 General Partner


                              ---------------------------------------------
                              Gerald E. Coughlan


                              ---------------------------------------------
                              Charles P. Floe


                              ---------------------------------------------
                              Hellmut Kirchner


                              ---------------------------------------------
                              Herwig Brunner


                              ---------------------------------------------
                              Franz A. Wirtz


                              --------------------------------------------
                              Hannemarie Wirtz



<PAGE>

                                    ------------------------------------
                                    Hubert Koster

                                    ------------------------------------
                                    Ernst-Gunter Afting

                                    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:_________________________________
                                       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:_________________________________
                                        Managing Partner

                                    SVE STAR VENTURES MANAGEMENTGESELLSCHAFT
                                    MBH Nr. 3 & Co. BETEILIGUNGS KG

                                    By: SVM Star Ventures
                                        Managementgesellschaft mbH Nr. 3


                                    By:_________________________________
                                        Managing Partner
<PAGE>


                              KRL FOUNDER VENTURES SCA

                              By:
                                 ------------------------------------------
                                   Its:

                              ALPINVEST INTERNATIONAL B. V.

                              By:
                                 ------------------------------------------
                                   Its:

                              BOSTON UNIVERSITY NOMINEE PARTNERSHIP


                              By:
                                 ------------------------------------------
                                 General Partner


                              ---------------------------------------------
                              Gerald E. Coughlan


                              ---------------------------------------------
                              Charles P. Floe


                              ---------------------------------------------
                              Hellmut Kirchner


                              ---------------------------------------------
                              Herwig Brunner


                              ---------------------------------------------
                              Franz A. Wirtz


                              --------------------------------------------
                              Hannemarie Wirtz



<PAGE>

                                                                       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 C Convertible
Preferred Stock Purchase Agreement dated as of May ___, 1997, and an "Investor"
and a "Stockholder" as defined in the Voting Agreement dated as of May ___,
1997, 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  ____________, 1997.


                                    ------------------------------------
                                    (print name)

                                    By:
                                       ---------------------------------

                                    Title:
                                          ------------------------------

                                    Address:
                                            ----------------------------
<PAGE>

                                 EXHIBIT 4.16C
                                 -------------


                      Form of Stock Restriction Agreement
                      -----------------------------------
<PAGE>

                          STOCK RESTRICTION AGREEMENT

     This Stock Restriction Agreement made as of May ___, 1997 by and among
Sequenom, Inc., a Delaware corporation (the "Corporation"); Hubert Koster
("Koster"), Nola E. Masterson ("Masterson") and Robert E. Patterson
("Patterson," and together with Koster and Masterson, 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"); and the purchasers of shares of the Corporation's Series C Convertible
Preferred Stock, par value $.001 per share ("Series C Preferred Stock"),
pursuant to the Series C 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 C Investors", and, together with the
Series B Investors, the "Investors").

                                WITNESSETH THAT

     WHEREAS, the Series C Investors wish to purchase from the Corporation
certain shares of Series C Preferred Stock and certain warrants to purchase
shares of Series C Preferred Stock;

     WHEREAS, the Series C Investors' purchase of such Series C Preferred Stock
and warrants would materially benefit the Founders and the Series B 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 C Investors
under the Purchase Agreement that this Agreement be executed by the Corporation,
the Founders and the Series B Investors, and the Corporation, the Founders and
the Series B 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
          ---------------------
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.
<PAGE>

     (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 Founders shall sell or 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
          --------------------------------------------------
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 "Notice") to the Corporation and each of the Investors. The Notice
must specify: (i) the name and address of the party to which the 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 Founder
proposes to sell or otherwise transfer (the "Offered Shares"), (iii) the
consideration per Share to be delivered to the 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.
          --------------------------------

     (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 Notice.
The Corporation must exercise such option, no later than fifteen (15) business
days after such 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 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

                                       2
<PAGE>

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.
          ---------------------------------------------------------------

          (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 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 Notice including at the same price per Share on a
common equivalent basis, up to an equivalent proportion of the Series B
Preferred Stock and Series C 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 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 balance of such Remaining Shares on the terms and conditions
set forth in the 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 Remaining Shares in excess of the number
available, the Remaining Shares available for each such Investor's option shall
be allocated to such Investors pro rata based on their respective Proportionate
Percentages (as defined below).

          (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 and Series C Preferred Stock
owned by such Investor, and the denominator of which shall be the total amount
of Series B Preferred Stock and Series C Preferred Stock owned by all Investors,
in each case on a common equivalent basis.

                                       3
<PAGE>

     6.   Co-Sale.
          -------

          (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 and
Series C 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 and Series C
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 and Series C 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 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 Notice shall be consummated not later than 60 days after the
expiration of the Option Period.

          (b) If the Participating Investors do not elect to sell the full
amount of Series B Preferred Stock and Series C 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
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 and Series C 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 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.
          -------------------

          (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 an 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

                                       4
<PAGE>

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 Koster and
Masterson, 130,000 Shares; and (B) in the case of Patterson, 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.

     8.   Consent of the Corporation to Transfer. As a condition to selling or
          --------------------------------------
otherwise transferring any Shares proposed to be sold or transferred by the
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 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.

     9.   Lock-up. Each Founder agrees that upon the request of the Corporation
          -------
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.

     10.  Sale or Transfer in Violation of this Agreement. If any sale or other
          -----------------------------------------------
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

                                       5
<PAGE>

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.

     11.  Disposition of Shares. Any Shares that the Corporation elects to
          ---------------------
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.

     12.  Restrictive Legend. All certificates representing Shares held by the
          ------------------
Founders which are subject to this Agreement shall have affixed thereto a legend
in substantially 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 shall cause such legend to be affixed to any of such certificates
not so legended.

     13.  Term. This Agreement shall terminate upon the closing of a fm
          ----
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 $9.45 (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.

     14.  Specific Enforcement. Each Founder expressly agrees that a violation
          --------------------
of this Agreement by such 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 Founder, the 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.

     15.  Other Agreements. The restrictions on the Founders' right to dispose
          ----------------
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

                                       6
<PAGE>

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 supersede and replace the Stock Restriction Agreement dated as of December
22, 1995 among the Corporation, the Founders and the Series B Investors, which
shall no longer be of any force or effect.

     16.  Waiver, Modification and Termination. No provision of this Agreement
          ------------------------------------
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 a majority in
voting power of the Shares then held by the Investors.

     17.  Accession. Any Additional Investors as defined in the Purchase
          ---------
Agreement shall automatically become an Investor hereunder by delivering to the
Corporation a written instrument in the form of Exhibit A hereto, by which such
                                                ---------
Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" for all purposes
of this Agreement.

     18.  Binding Effect; Assignment. This Agreement shall be binding upon the
          --------------------------
parties hereto and their heirs, legal representatives, successors and assigns.
The rights and obligations of the Founders hereunder may not be assigned or
delegated without the written consent of the Corporation.

     19.  Notices. All notices, requests, consents, deliveries and other
          -------
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.

     20.  Severability. If any provision of this Agreement shall be held to be
          ------------
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.

     21.  Governing Law. This Agreement shall be governed by, and construed and
          -------------
enforced in accordance with, the substantive law of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.

     22.  Captions. Captions are for convenience only and are not deemed to be
          --------
part of this Agreement.

     23.  Counterparts. This Agreement may be executed in one or more
          ------------
counterparts, each of which shall be deemed an original and all of which
together she constitute a single instrument. Each such counterpart may contain
one or more signature pages.

                                       7
<PAGE>

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.

     11.  Disposition of Shares. Any Shares that the Corporation elects to
          ---------------------
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.

     12.  Restrictive Legend. All certificates representing Shares held by the
          ------------------
Founders which are subject to this Agreement shall have affixed thereto a legend
in substantially 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 shall cause such legend to be affixed to any of such certificates
not so legended.

     13.  Term. This Agreement shall terminate upon the closing of a fm
          ----
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 $9.45 (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.

     14.  Specific Enforcement. Each Founder expressly agrees that a violation
          --------------------
of this Agreement by such 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 Founder, the 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.

     15.  Other Agreements. The restrictions on the Founders' right to dispose
          ----------------
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

                                       6
<PAGE>

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 supersede and replace the Stock Restriction Agreement dated as of December
22, 1995 among the Corporation, the Founders and the Series B Investors, which
shall no longer be of any force or effect.

     16.  Waiver, Modification and Termination. No provision of this Agreement
          ------------------------------------
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 a majority in
voting power of the Shares then held by the Investors.

     17.  Accession. Any Additional Investors as defined in the Purchase
          ---------
Agreement shall automatically become an Investor hereunder by delivering to the
Corporation a written instrument in the form of Exhibit A hereto, by which such
                                                ---------
Additional Investor agrees to be bound by the obligations imposed under this
Agreement, whereupon such Additional Investor shall automatically become a party
to this Agreement and shall thereupon be deemed an "Investor" for all purposes
of this Agreement.

     18.  Binding Effect; Assignment. This Agreement shall be binding upon the
          --------------------------
parties hereto and their heirs, legal representatives, successors and assigns.
The rights and obligations of the Founders hereunder may not be assigned or
delegated without the written consent of the Corporation.

     19.  Notices. All notices, requests, consents, deliveries and other
          -------
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.

     20.  Severability. If any provision of this Agreement shall be held to be
          ------------
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.

     21.  Governing Law. This Agreement shall be governed by, and construed and
          -------------
enforced in accordance with, the substantive law of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.

     22.  Captions. Captions are for convenience only and are not deemed to be
          --------
part of this Agreement.

     23.  Counterparts. This Agreement may be executed in one or more
          ------------
counterparts, each of which shall be deemed an original and all of which
together she constitute a single instrument. Each such counterpart may contain
one or more signature pages.

                                       7
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Stock Restriction
Agreement as a contract under seal as of the day and year first above written.

                                    SEQUENOM, INC.

                                    By: _____________________________
                                         Its President

          FOUNDERS:


                                    _________________________________
                                    Hubert Koster


                                    _________________________________
                                    Nola E. Masterson


                                    _________________________________
                                    Robert E. Patterson

          SERIES B INVESTORS:
                                    TVM TECHNO VENTURE
                                    ENTERPRISES NO. II
                                    LIMITED PARTNERSHIP

                                    By:  TVM Techno Venture Management
                                         Limited Partnership
                                          its General Partner

                                    By:  TVM Management Corporation
                                          its General Partner

                                    By: _____________________________
                                         Name:
                                         Title:
<PAGE>

                              TVM INTERTECH LIMITED
                              PARTNERSHIP

                              By:   TVM Techno Venture Management
                                    Limited Partnership
                                     its General Partner

                              By:   TVM Management Corporation
                                     its General Partner

                              By: _________________________________
                                  Its:

                              TVM ZWEITE BETEILIGUNG-US
                              LIMITED PARTNERSHIP

                              By:   TVM Techno Venture Management
                                    Limited Partnership
                                     its General Partner

                              By:   TVM Management Corporation
                                     its General Partner

                              By: _________________________________
                                  Its:
<PAGE>

                              TVM EUROTECH LIMITED
                              PARTNERSHIP

                              By:   TVM Techno Venture Management
                                    Limited Partnership
                                     its General Partner

                              By:   TVM Management Corporation
                                     its General Partner

                              By: _________________________________
                                  Its:

                              TVM TECHNO VENTURE
                              INVESTORS NO. 1 LIMITED
                              PARTNERSHIP


                              By: _________________________________
                                  General Partner



                              KBL FOUNDER VENTURES SCA


                              By:
                                  _________________________________
                                  Its:

                              ALPINVEST INTERNATIONAL B.V.


                              By: _________________________________
                                  Its:


<PAGE>

                              BOSTON UNIVERSITY NOMINEE
                              PARTNERSHIP

                           BY:_____________________________________
                              General Partner


                              _____________________________________
                              Gerald E. Coughlan


                              _____________________________________
                              Charles P. Floe


                              _____________________________________
                              Hellmut Kirchner


                              _____________________________________
                              Herwig Brunner


                              _____________________________________
                              Franz A. Wirtz


                              _____________________________________
                              Hannemarie Wirtz


                              _____________________________________
                              Hubert Koster


                              _____________________________________
                              Ernst-Gunter Afting

<PAGE>

                                        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:  _________________________________
                                             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:  _________________________________
                                             Managing Partner


                                        SVE STAR VENTURES MANAGEMENTGESELLSCHAFT
                                        MBH Nr. 3 & CO. BETEILIGUNGS KG


                                        By:  SVM Star Ventures
                                             Managementgesellschaft mbH Nr. 3

                                        By:  _________________________________
                                             Managing Partner

<PAGE>

                                SEQUENOM, INC.

                          Stock Restriction Agreement

                        Series C Investor Signature Page
                        --------------------------------

     By executing this page in the space provided, the undersigned hereby agrees
(i) that it is a "Series C Investor" as defined in the Stock Restriction
Agreement dated as of May __, 1997, 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 May, 1997.


                                  _____________________________________
                                  (print name)


                                  By: _________________________________

                                  Title:_______________________________

                                  Address:_____________________________

                                  _____________________________________

                                  _____________________________________

                                  _____________________________________
<PAGE>

                                   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 C Convertible
Preferred Stock Purchase Agreement dated as of May __, 1997 and an "Investor" as
defined in the Stock Restriction Agreement dated as of May __, 1997 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 ______________, 1997.


                              -----------------------------------------------
                              (print name)

                              By:
                                 --------------------------------------------
                              Title:
                                    -----------------------------------------
                              Address:
                                      ---------------------------------------
<PAGE>

                                  EXHIBIT 4.19
                                  ------------


                              Related Transactions
                              --------------------


None.
<PAGE>

                                  EXHIBIT 4.20
                                  ------------


                             Governmental Consents
                             ---------------------


None.
<PAGE>

                                  EXHIBIT 4.23
                                  ------------



                       Commitments from German Government
                       ----------------------------------


Sequenom, Inc. (the "Inc.") and Sequenom Instruments GmbH (the "GmbH")

Description of agreements with Technnologie-Beteiligungs-Gesellischaft m.b.H.
der Deutschen Ausgleichsbank ("TBG")


1.   The May 1995 "BJTU" Agreement
     -----------------------------

The TBG has provided DM 1 million silent partnership financing to the GmbH,
which matches DM 1 million of capital invested in the GmbH by the Inc.  The
terms of the silent partnership arrangement are as follows:

Interest rate of 6% on the principal amount of the silent partnership loan.

Interest payable beginning June 30, 1997.

Additional compensation as follows:
9% of any annual profits, beginning with fiscal year 1997, if the profits exceed
DM 100,000, up to a maximum compensation amount of 6% of the silent partnership
loan

Principal payment due on December 31, 2005

This agreement has no "downside protection," which is contained in the 1995
agreement.

2.   The December 1995 "BJTU." Agreement
     -----------------------------------

The TBG has committed to provide up to DM 3 million silent partnership financing
to the GmbH, which will match up to DM 3 million of capital invested in the GmbH
by the Inc.  The TBG has matched the entire DM 3 million of capital which has
been invested by the Inc.

The terms of the silent partnership arrangement are as follows:


Interest rate of 6% on the principal amount of the silent partnership loan.

Interest payable beginning June 30, 1997.
<PAGE>

                 Commitments from German Government, continued



Additional compensation as follows:
9% of any annual profits, beginning with fiscal year 1997, if the profits exceed
DM 100,000, up to a maximum compensation amount of 6% of the silent partnership
loan

Principal payment due on December 31, 2005

This agreement also contains a "50% downside protection" for the investors in
the Inc. as follows: Under certain circumstances, if the Inc. exercises its "put
option" to the TBG of its equity interest in the GmbH, the TBG will pay to the
Inc. 50% of the amount of the silent partnership.


Description of the grant programs for which Sequenom Instruments GmbH has
received approvals:

1.   Grant from the "Biotechnology 2000" grant scheme from the Ministry of
Research and Technology ("BMBF"):

     The BMBF has approved a grant (which is a non-repayable contribution) in
the amount of DM 2.2 million based on the application for the financing of a
total research and development project of DM 4.4 million.  The grant coverage is
therefore 50% of total estimated project cost.  The company will call the money
quarterly in arrears based on actual cost attributable to the project.  The
project started on September 1, 1995 and has a duration of three years.

2.   Grant from Freie und Hansestadt Hamburg (City of Hamburg):

     The City of Hamburg has approved a grant of DM 800,000 based on a list of
equipment for Sequenom's laboratory to be purchased after September 1, 1995.
Total expected cash outflows for the equipment purchases is DM 1.6 million.
Grant coverage is also 50% of estimated cost.

Both grants do not have to be repaid.
<PAGE>

                                  EXHIBIT 6.5
                                  -----------


                   Form of Opinion of Counsel to Corporation
                   -----------------------------------------
<PAGE>

                            FOLEY, HOAG & ELIOT LLP
                             ONE POST OFFICE SQUARE
                        BOSTON, MASSACHUSETTS 02109-2170
                           TELEPHONE: (617) 832-1000
                            FACSIMILE (617) 832-7000
                                  TELEX 940593
                               http://www.fhe.com
                                                             IN WASHINGTON. D.C.
                                                             1615 L STREET, N.W.
                                                                       SUITE 860
                                                           WASHINGTON D.C. 20036
                                                      TELEPHONE:  (202) 776-0600

                                    May 8, 1997

To the Persons listed in the Schedule of
 Investors to the Series C Convertible
 Preferred Stock Purchase Agreement
 dated as of May 8, 1997

Ladies/Gentlemen:

     We are counsel to Sequenom, Inc., a Delaware corporation (the
"Corporation").  This opinion is rendered to you pursuant to Section 6.5 of the
Series C Convertible Preferred Stock Purchase Agreement (including the exhibits
thereto, the "Agreement') dated as of May 8, 1997, among the Corporation and
each of you relating to the issuance and sale by the Corporation to you of up to
an aggregate of 1,904,770 shares (the "Shares") of its Series C Convertible
Preferred Stock, par value $.001 per share ("Series C Preferred"), and warrants
to purchase up to an aggregate of 190,477 shares of Series C Preferred (the
"Warrants") (the "Transaction").  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.

     In connection with our rendering this opinion, we have reviewed (i) the
Certificate of Incorporation and By-Laws of the Corporation, each as amended to
date; (ii) a certificate issued by the Secretary of State of the State of
Delaware on May 2, 1997, with respect to the due incorporation, legal existence
and good standing of the Corporation in the State of Delaware (the "Legal
Existence Certificate"); (iii) counterparts of the Agreement and the related
Registration Rights Agreement dated May 8, 1997 (the "Registration Rights
Agreement'); and (iv) originals or copies, certified or otherwise, identified to
our satisfaction, of such other documents, certificates, instruments and
corporate records that we considered necessary for the purposes of this opinion.

     In rendering the opinion expressed herein, we have also examined and have
relied completely as to matters of fact upon the representations and warranties
made by the Corporation and each of you in the Agreement, the Registration
Rights Agreement and the other agreements, instruments and documents delivered
in connection with the Initial Closing on the date hereof; and we have assumed
the completeness and accuracy of all factual matters described in such
representations and warranties.
<PAGE>

To the Persons listed in the Schedule of
 Investors to the Series C Convertible
 Preferred Stock Purchase Agreement
 dated as of May 8, 1997


     We have not, except as specifically noted above, made any independent
review or investigation of facts relating to the Corporation, including but
without limiting the generality of the foregoing, any investigation as to the
existence of any actions, suits or proceedings pending or threatened against the
Corporation or notes, indentures, mortgages, leases, contracts, instruments,
documents, agreements, judgments, injunctions, orders, writs or decrees to which
the Corporation is a party, which are binding upon the Corporation or which
might result in the imposition of any lien or other encumbrance on any asset of
the Corporation.

     We have assumed the authenticity and completeness of all documents
furnished to us as originals, the genuineness of all signatures, the legal
capacity of natural persons, and the conformity to the originals of all
documents furnished to us as copies.

     In rendering the opinions expressed in paragraph 1 below with respect to
the due incorporation, legal existence and good standing of the Corporation in
Delaware, we have relied solely on the Legal Existence Certificate.

     You have not asked us to pass upon your power and authority to enter into
the Agreement or the Registration Rights Agreement.  Accordingly, for the
purposes of this opinion, we have assumed that you have all requisite power and
authority to enter into the Agreement and the Registration Rights Agreement and
to effect the transactions contemplated thereby, and that each of the Agreement
and the Registration Rights Agreement constitutes the valid and legally binding
obligation of all parties thereto other than the Corporation.

     We have made such examination of Massachusetts and federal Law and of the
General Corporation Law of Delaware as we deem necessary for the purposes of
this opinion.  We do not purport to pass herein on the laws of any state or
jurisdiction other than the United States of America and the Commonwealth of
Massachusetts, and as to its General Corporation Law only, the State of
Delaware.

     The opinions herein expressed are qualified to the extent that (i) the
validity or enforceability of any provisions of any agreement or instrument or
of any rights granted thereunder may be subject to or affected by any
bankruptcy, reorganization, insolvency, moratorium or similar law from time to
time in effect and relating to or affecting the rights or remedies of creditors
generally, (ii) the remedy of specific performance or any other equitable remedy
may be unavailable in any jurisdiction or may be withheld as a matter of
judicial discretion; and (iii) a court may apply equitable principles in
construing or enforcing the provisions of any agreement or instrument.

     The phrase "of which we have knowledge" means the actual knowledge of the
lawyer signing this opinion letter and the other lawyers in our office who have
had active involvement in negotiating the Transaction and preparing the
Agreement and the Registration Rights Agreement.

     Based upon and subject to the foregoing, we are of the opinion that:

                                       2
<PAGE>

To the Persons listed in the Schedule of
 Investors to the Series C Convertible
 Preferred Stock Purchase Agreement
 dated as of May 8, 1997


     1.   The Corporation is a corporation duly incorporated, validly existing
          and in good standing under the laws of the State of Delaware and has
          the requisite corporate power to carry on its business as it is
          currently being conducted.

     2.   The execution and delivery of the Agreement and the Registration
          Rights Agreement and the performance by the Corporation of its
          obligations thereunder have been duly authorized by all necessary
          corporate action on the part of the Corporation and do not violate or
          cause any default under any provision of (i) the Corporation's
          Certificate of Incorporation or By-Laws, or (ii) except where any such
          violation or default would not have a material adverse effect on the
          Corporation, any note, indenture, mortgage, lease, contract or other
          instrument, document or agreement to which the Corporation is a party
          and of which we have knowledge or any writ, injunction, order,
          judgment or decree of any court, administrative agency or other
          governmental body to which the Company is a party and of which we have
          knowledge.  Each of the Agreement and the Registration Rights
          Agreement constitutes a valid and legally binding obligation of the
          Corporation, enforceable against the Corporation in accordance with
          its terms; provided, however, that we express no opinion as to the
          enforceability of the indemnification provisions contained in Section
          10 of the Registration Rights Agreement.

     3.   The sale of Shares and the Warrants to each of you is not required to
          be registered under the Securities Act of 1933 or the Massachusetts
          Uniform Securities Act.

     4.   Upon receipt by the Corporation of the purchase price therefor, the
          Shares will be validly issued, fully-paid and non-assessable.

     5.   No authorization, consent, approval or other order of, declaration to,
          or filing with, any United States or Massachusetts governmental agency
          or body is required to be made or obtained by the Corporation for or
          in connection with the valid and lawful authorization, execution and
          delivery by the Corporation of the Agreement and the Registration
          Rights Agreement, for or in connection with the valid and lawful
          authorization, issuance, sale and delivery of the Shares and the
          Warrants or for or in connection with the valid and lawful
          authorization, reservation, issuance, sale and delivery of the
          Reserved Shares to be issued upon the conversion of the Shares, except
          such exemptive filings, if any, as are required to be made under
          applicable securities laws.


                                    Very truly yours,

                                    FOLEY, HOAG & ELIOT LLP



                                    By: /s/ [ILLEGIBLE]^^
                                       ----------------------------------------
                                           A Partner

                                       3