WAFERGEN, INC. SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
WAFERGEN,
INC.
SECOND
AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
THIS
SECOND AMENDMENT (the “Amendment”),
is
made as of March 30, 2007 by and between WaferGen,
Inc.,
a
Delaware corporation (the “Company”),
and
Xxxxxx Xxxxxx (the “Purchaser”),
to
the Note and Warrant Purchase Agreement (the “Purchase
Agreement”)
dated
as of January 30, 2007 by and between the Company and the Purchaser. Capitalized
terms not otherwise defined herein shall have the meanings assigned to such
terms in the Purchase Agreement.
RECITALS
WHEREAS,
the Purchase Agreement provides for the issuance and sale of certain notes
and
warrants by the Company to the Purchaser; and
WHEREAS,
the parties now wish to amend the Purchase Agreement to increase the aggregate
principal amount that may borrowed by the Company under the Agreement from
$400,000 to $650,000.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein, the parties hereby agree as follows:
1. AMENDMENT.
Section 1.1
of the Purchase Agreement is hereby amended and restated in its entirety
to read
as follows:
“1.1 The
Loan. Subject
to the terms of this Agreement, the Purchaser agrees to purchase from the
Company and the Company agrees to sell and issue to the Purchaser the promissory
notes, the aggregate principal amount of which should not be in excess of
six
hundred fifty thousand dollars (US$650,000) (the “Loan
Amount” or
the
“Loan”),
in
the form attached hereto as Exhibit A (each,
a
“Note”
and
collectively, the “Notes”).”
2. FULL
FORCE AND EFFECT. Except
as
expressly modified by this Amendment, all terms, conditions and provisions
of
the Agreement shall remain in full force and effect. In the event of any
inconsistency or conflict between the Agreement and this Amendment, the terms,
conditions and provisions of this Amendment shall govern and
control.
3. COUNTERPARTS.
This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. A facsimile, telecopy or other reproduction of this Amendment
may be
executed by any party hereto and delivered by such party by facsimile or
other
electronic transmission, and such execution and delivery shall be considered
valid, binding and effective for all purposes.
4.
ENTIRE
AGREEMENT. Each
Note and this Amendment constitute the entire agreement among each party
hereto
with respect to the subject matter hereof and supersedes all prior or
contemporaneous representations, discussions, proposals, negotiations,
conditions and agreements, whether oral or written, and all communications
between the parties relating to the subject matter of each Note and this
Amendment.
5.
GOVERNING LAW.
This
Amendment shall be governed by and construed in accordance with the law
of the
State of California, without giving effect to the conflicts or choice of
law
provisions thereof.
[Signature
pages follow]
IN
WITNESS WHEREOF, the
parties have executed this SECOND
AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT as
of the
date first written above.
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COMPANY:
WAFERGEN,
INC.
By:
/s/ Xxxxx
Xxxx
Print
Name: Xxxxx Xxxx
Title:
CFO
Address:
00000 Xxxxxxx Xxxx., Xxxxxxx, XX 00000
Telephone:
Facsimile:
________________________________
E-mail:
PURCHASER:
Xxxxxx
Xxxxxx
/s/ Xxxxxx Xxxxxx Address:
________________________________
Telephone:_______________________________
Facsimile:________________________________
E-mail:__________________________________
|
[Signature
Page for the Second Amendment to Note and Warrant Purchase
Agreement]
