[Solexa,Inc. Letterhead]
EXHIBIT 10.61
[Solexa, Inc. Letterhead]
April 21, 2005
ValueAct Capital
435 Pacific Avenue, 4th Floor
San Francisco, CA 94133
Attn: G. Mason Morfit
Re: Board Of Directors Representative
Dear Mason:
This purpose of this letter is to confirm the understanding between Solexa, Inc., a Delaware company (the Company)and ValueAct Capital Master Fund, L.P. (ValueAct) in connection with the Companys private placement of common stock and warrants pursuant to that certain Securities Purchase Agreement, dated April 21, 2005, by and between the Company and the individuals and entities identified on the signature pages hereto (the Purchase Agreement).
Effective and contingent upon of the First Closing (as defined in the Purchase Agreement) and until ValueAct no longer owns at least 734,500 shares of the Companys common stock (as appropriately adjusted for any stock dividend, stock split, reverse split, reclassification or the like), ValueAct shall have the right to nominate one member of the Companys Board of Directors, which nominee shall initially be G. Mason Morfit.
Very truly yours, | ||
Solexa, Inc. | ||
/s/ John West | ||
John West | ||
Chief Executive Officer | ||
Accepted and Agreed: | ||
ValueAct Capital Master Fund, L.P. | ||
/s/ George F. Hamel | ||
By its General Partner, VA Partners, LLC | ||
George F. Hamel, Jr. | ||
Managing Member |