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.
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”).
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, INC. AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • California
THIS AMENDMENT (the “Amendment”), is made as of February 28, 2007 by and between WaferGen, Inc., a Delaware corporation (the “Company”), and Alnoor Shivji (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.
GENERAL RELEASE AGREEMENTGeneral Release Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • Nevada
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of this 31st day of May 2007, 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”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG WAFERGEN BIO-SYSTEMS, INC., WAFERGEN ACQUISITION CORP. AND WAFERGEN, INC. May 31, 2007Agreement and Plan of Merger and Reorganization • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2007, by and among WaferGen Bio-systems, Inc (formerly known as La Burbuja Cafe, Inc.), a Nevada corporation (the “Parent”), Wafergen Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and WaferGen, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
FORM OF WAFERGEN BIO-SYSTEMS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • New York
NOTE AND WARRANT PURCHASE AGREEMENT BY AND BETWEEN WAFERGEN, INC. AND ALNOOR SHIVJINote and Warrant Purchase Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of January 30, 2007 (the “Effective Date”) by and among WaferGen, Inc., a Delaware corporation (the “Company”), and Alnoor Shivji (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below) and the Warrant (as defined below).
WAFERGEN, INC. THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • California
THIS THIRD AMENDMENT (the “Amendment”), is made as of May 14, 2007 by and between WaferGen, Inc., a Delaware corporation (the “Company”), and Alnoor Shivji (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.
WAFERGEN, INC. SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 5th, 2007 • WaferGen Bio-Systems, Inc. • Retail-eating & drinking places • California
THIS SECOND AMENDMENT (the “Amendment”), is made as of March 30, 2007 by and between WaferGen, Inc., a Delaware corporation (the “Company”), and Alnoor Shivji (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.
