COMMON STOCK PURCHASE WARRANTSecurity Agreement • November 12th, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [l] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 21, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to [l] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to Section 2.3(vii) of the Underwriting Agreement, dated as of October 16, 2015, between the Company and Ladenburg Thalmann & Co. Inc. as representative of the underwriters listed therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2008 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2008, between WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC.Common Stock Purchase Warrant • August 19th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC.Securities Agreement • September 23rd, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on [l], 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to [l] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company pursuant to Section 2.3(vii) of the Underwriting Agreement, dated as of [l], 2015, between the Company and Ladenburg Thalmann & Co. Inc. as representative of the underwriters listed therein.
SHARES OF COMMON STOCK _________ SHARES OF PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK) AND ------------------ WARRANTS (EXERCISABLE FOR ___________ SHARES OF COMMON STOCK) OF WAFERGEN BIO-SYSTEMS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
The undersigned, WAFERGEN BIO-SYSTEMS, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of WAFERGEN BIO-SYSTEMS, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which LADENBURG THALMANN & CO. INC. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WAFERGEN BIO-SYSTEMS, INC. AND Trustee INDENTUREIndenture • May 27th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
INDENTURE (the “Indenture”), dated as of , between WAFERGEN BIO-SYSTEMS, INC., a corporation existing under the laws of the State of Nevada (the “Company”), and , as trustee (the “Trustee”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), up to [________]1 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _____________, 2009, between WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”) and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2010, between Wafergen Bio-systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDENTURE between WaferGen Bio-systems, Inc. and TRUSTEE Dated as of [________] Providing for Issuance of Debt Securities in SeriesIndenture • January 28th, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
INDENTURE, dated as of [________], between WaferGen Bio-systems, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), and [________], as trustee, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
AGREEMENT AND PLAN OF MERGER Among TAKARA BIO USA HOLDINGS, INC., WALRUS ACQUISITION CORPORATION, WAFERGEN BIO-SYSTEMS, INC. and Solely for the purposes of Section 9.1, TAKARA BIO USA, INC. Dated as of May 12, 2016Merger Agreement • May 13th, 2016 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • New York
This Agreement is made pursuant to and in connection with (i) the Subscription Agreements between the Company and each Purchaser dated as of the date hereof (collectively, the “Purchase Agreements”), (ii) the Private Placement Memorandum dated April 16, 2007 relating to the offering of units of the Company’s securities, consisting of Common Stock of the Company (the “Shares” as defined below) and warrants to purchase Common Stock of the Company (the “Warrants”), pursuant to which the Purchasers purchased the Registrable Securities (the “Memorandum”) and (iii) the proposed merger (the “Merger”) of a wholly-owned subsidiary of the Company with and into WaferGen, Inc., a Delaware corporation, with WaferGen, Inc. remaining as the surviving entity and a wholly-owned subsidiary of the Company.
REGISTRATION RIGHTS AGREEMENT by and among WAFERGEN BIO-SYSTEMS, INC. and the HOLDERS party heretoRegistration Rights Agreement • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
WARRANT AGREEMENTWarrant Agreement • November 12th, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of October 21, 2015, is entered into by and between WaferGen Bio-systems, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ESCROW AGREEMENTEscrow Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • New York
This Escrow Agreement (this “Agreement”) is entered into as of May 31, 2007, by and among WaferGen Bio-systems, Inc., formerly known as La Burbuja Café, Inc., a Nevada corporation (the “Parent”), Alnoor Shivji (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • California
This Employment Agreement (“Agreement”) is made this 31st day of May, 2007 ("Effective Date") between WaferGen Bio-Systems, Inc., a Nevada corporation (the "Company") and Victor Joseph ("Executive").
SPLIT-OFF AGREEMENTSplit-Off Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • Nevada
This SPLIT-OFF AGREEMENT, dated as of this 31st day of May, 2007 (this “Agreement”), is entered into by and among WaferGen Bio-systems, Inc., formerly known as La Burbuja Café, Inc., a Nevada corporation (“Seller”), Maria Maribel Jaramillo De La O (“Buyer”), La Burbuja Leaseco, Inc., a Nevada corporation (“Leaseco”), and WaferGen, Inc., a Delaware corporation (“WaferGen”).
AMENDMENT TO COMMON STOCK PURCHASE WARRANT (PLACEMENT AGENT)Common Stock Purchase Warrant Amendment • May 28th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is dated as of March ___, 2014, by and between WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the holder signatory hereto (the “Holder”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Warrants (as defined below).
WAFERGEN BIO-SYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 12th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
This Nonstatutory Stock Option Agreement (this “Agreement”) is executed August 27th, 2014, by and between WAFERGEN BIO-SYSTEMS, INC., a Delaware corporation (the “Company”), and Keith Warner (“Employee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
This Executive Employment Agreement (the “Agreement”), dated May 11, 2015 (the “Effective Date”), is by and between WAFERGEN BIOSYSTEMS, INC. (the “Company”) and ROLLAND CARLSON (“Executive”) (collectively, the “parties”).
LEASE AGREEMENTLease Agreement • March 9th, 2016 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
THIS “LEASE”, made this 10th day of February, 2016, between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and WAFERGEN, INC., a Delaware corporation, hereinafter called Tenant.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 2nd, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of 2,666,667 and a maximum of 5,333,334 units of securities (the “PPO Units”) issued by WaferGen Bio-systems, Inc., a Nevada Corporation (the “Company”), at a purchase price of $1.50 per PPO Unit. Each PPO Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit D to the Memorandum (as defined below) (the “Warrants”), representing the right to purchase 25% of one share of Common Stock, exercisable for a period of five years at an exercise price of $2.50 per whole share; and in the event the Offering is oversubscribed, the Company may, in its discretion, sell up to 1,333,333 additional Units at the same purchase price per Unit. This subscription is being s
WAFERGEN BIO-SYSTEMS, INC. PUT OPTION AGREEMENTPut Option Agreement • November 13th, 2009 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
THIS PUT OPTION AGREEMENT (this “Agreement”) is entered into as of ____________ __, 2009, by and among (i) Alnoor Shivji (the “Founder”), the founder and chairman, chief executive officer and president of WaferGen Bio-systems, Inc., a Nevada corporation (“WaferGen US”), and (ii) Kumpulan Modal Perdana Sdn Bhd (the “Investor”), a purchaser of Series B Redeemable Convertible Preference Shares (“Series B Shares”) issued by WaferGen Biosystems (M) Sdn. Bhd., a Malaysian corporation (the “Company”), pursuant to that certain Share Subscription Agreement dated as of ____________ __, 2009 (the “Purchase Agreement”) between WaferGen US, the Investor and the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 27th day of August, 2013, by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto and the additional investors who become parties to this Agreement as provided below (each an “Investor” and collectively, the “Investors”).
Dated December 14, 2010 Between Wafergen Bio-Systems (M) Sdn Bhd and Wafergen Bio-Systems Inc and Malaysian Technology Development Corporation Sdn Bhd and Prima Mahawangsa Sdn BhdShareholders’ Agreement • December 15th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
WAFERGEN BIO-SYSTEMS, INC. PUT AGREEMENTPut Agreement • November 13th, 2009 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
THIS PUT AGREEMENT (this “Agreement”) is entered into as of _________ __, 2009, by and among WaferGen Bio-systems, Inc., a Nevada corporation (“WaferGen US”), and the purchasers (the “WaferGen Malaysian Investors” or “Holders”) of the Series B Redeemable Convertible Preference Shares in WaferGen Biosystems (M) Sdn. Bhd., a Malaysian corporation (the “Company”) (“Series B Shares”) pursuant to that certain Share Subscription Agreement dated as of _______ __, ____, among WaferGen US, the WaferGen Malaysian Investors and the Company (the “Purchase Agreement”). Any term not defined herein shall have the meaning ascribed to such term in the Purchase Agreement.
ASSET PURCHASE AGREEMENT by and between INTEGENX INC. and WAFERGEN, INC. Dated as of January 6, 2014Asset Purchase Agreement • January 27th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of the sixth day of January, 2014, is by and between INTEGENX INC., a California corporation (“Seller”), and WAFERGEN, INC., a Delaware corporation (“Purchaser”).
Dated ______________ 2013 WAFERGEN BIOSYSTEMS (M) SDN BHD (Company No. 795066-H) And WAFERGEN BIOSYSTEMS INC And MALAYSIAN TECHNOLOGY DEVELOPMENT CORPORATION SDN BHD (Company No. 235796-U) SETTLEMENT AGREEMENTSettlement Agreement • October 31st, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
Issuer : WaferGen US In Favour Of : WaferGen Malaysia Denomination : USD100,000 each Principal Amount : USD6,600,000 Tenure : 7 years Transferability : Transferable only to such persons who have granted the Option to WaferGen US Governing Law : Laws of Malaysia
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • New York
WaferGen, Inc., a Delaware corporation (“WaferGen”), hereby confirms its agreement (the “Agreement”) with Rodman & Renshaw, LLC, a Delaware limited liability company (“Rodman or the “Placement Agent”), as follows (unless the context otherwise requires, as used herein, “WaferGen” refers to WaferGen, Inc. and each of its subsidiaries, if any):
WAFERGEN BIO-SYSTEMS, INC. PUT AGREEMENTPut Agreement • December 15th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
THIS PUT AGREEMENT (this “Agreement”) is entered into as of December 14, 2010, by and among WaferGen Bio-systems, Inc., a Nevada corporation (“WaferGen US”), and the Malaysian Technology Development Corporation Sdn Bhd (“MTDC” or “Holder”) of the Series C-1 Redeemable Convertible Preference Shares and the Series C-2 Redeemable Convertible Preference Shares in WaferGen Biosystems (M) Sdn. Bhd. (formerly known as Global Dupleks Sdn. Bhd.), a Malaysian corporation (the “Company”) (“Series C Shares”), pursuant to that certain Share Subscription Agreement dated as of December 14, 2010, among WaferGen US, MTDC and the Company (the “Purchase Agreement”). Any term not defined herein shall have the meaning ascribed to such term in the Purchase Agreement.
Dated April 3, 2009Share Subscription Agreement • April 14th, 2009 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
Dated: September 30, 2011 To: WaferGen Bio-systems, Inc.Termination Agreement • October 6th, 2011 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
Subject to the Company’s agreement hereto by its execution of this letter below where indicated, the Investors and the Management Members agree with each other and the Company that the Letter Agreement shall be terminated, effective as of the date hereof.
July 17, 2014Irrevocable Waiver of Board Rights • July 18th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
THIRD AMENDMENT TO MULTI-TENANT LEASEMulti-Tenant Lease • July 18th, 2014 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments
This THIRD AMENDMENT TO MULTI-TENANT LEASE (“Amendment”) dated for reference purposes only as of June 27, 2014 (the “Effective Date”), is entered into by and between LBA REALTY FUND III-COMPANY VII, LLC, a Delaware limited liability company (“Landlord”), and WAFERGEN, INC., a Delaware corporation (“Tenant”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________](the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), up to [________] Units (as defined below). “Unit” shall mean a unit consisting of (i) 25,000 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares issuable under the warrants, the “Warrant Shares”) and (ii) warrants (the “Exercise Warrants”) to purchase 12,500 shares of Common Stock (the “Exercise Warrant Shares”) at an exercise price of $2.60 per share. Any Exercise Warran
