SHARES OF COMMON STOCK, ________ SHARES OF SERIES 2 CONVERTIBLE PREFERRED STOCK AND ______________ WARRANTS (EXERCISABLE FOR _____ SHARES) OF WAFERGEN BIO- SYSTEMS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2014 • 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.
