WaferGen Bio-Systems, Inc. Sample Contracts

WaferGen Bio-Systems, Inc. – This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation (Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250) (This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts) (March 1st, 2017)
WaferGen Bio-Systems, Inc. – BYLAWS OF WAFERGEN BIO-SYSTEMS, INC. (March 1st, 2017)
WaferGen Bio-Systems, Inc. – Certificate of Amendment to Articles of Incorporation (November 28th, 2016)
WaferGen Bio-Systems, Inc. – SECOND AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT (May 13th, 2016)

THIS SECOND AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is made by and between WaferGen Bio-systems, Inc. (the “Company”) and Ivan Trifunovich (“Executive,” and together with the Company, the “Parties”).

WaferGen Bio-Systems, Inc. – WaferGen Bio-systems and Takara Bio Inc. Announce Merger Agreement Transaction scheduled to close following completion of the 2016 fiscal year (May 13th, 2016)

FREMONT, Calif. and MOUNTAIN VIEW, CA, May 13, 2016 /PRNewswire/ -- WaferGen Bio-systems, Inc. (NASDAQ: WGBS), a publicly held genomics technology company (“WaferGen”), and Takara Bio USA Holdings, Inc. (“TBUSH”), today announced that they have entered into a merger agreement pursuant to which TBUSH will acquire WaferGen. TBUSH is a wholly owned subsidiary of Takara Bio Inc. (TSE: 4974), a leading global biotechnology and life science company (“Takara Bio”). Takara Bio USA, Inc. (“TBUSA,” formerly known as Clontech Laboratories, Inc.) is a wholly owned subsidiary of TBUSH and is a guarantor under the merger agreement.

WaferGen Bio-Systems, Inc. – DEPOSIT AGREEMENT (May 13th, 2016)

THIS DEPOSIT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2016 (the “Effective Date”) by and between Takara Bio USA Holdings, Inc., a Delaware corporation (“Parent”), and WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”).

WaferGen Bio-Systems, Inc. – 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, 2016 (May 13th, 2016)
WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. 2008 STOCK INCENTIVE PLAN NOTICE OF STOCK OPTION AWARD (March 25th, 2016)

You (the “Grantee”) have been granted an option to purchase Shares (the “Option”), subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the WaferGen Bio-systems, Inc. 2008 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. 2008 STOCK INCENTIVE PLAN (March 25th, 2016)

You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the WaferGen Bio-systems, Inc. 2008 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

WaferGen Bio-Systems, Inc. – LEASE AGREEMENT (March 9th, 2016)

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.

WaferGen Bio-Systems, Inc. – COMMON STOCK PURCHASE WARRANT (November 12th, 2015)

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.

WaferGen Bio-Systems, Inc. – WARRANT AGREEMENT (November 12th, 2015)

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”).

WaferGen Bio-Systems, Inc. – WARRANT AGREEMENT (October 15th, 2015)

THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of ______________, 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”).

WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 2 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES (October 15th, 2015)

RESOLVED, that the Board of Directors of the Corporation pursuant to authority expressly vesting in it by the provisions of the Amended and Restated Articles of Incorporation of the Corporation, hereby authorizes the issuance of a series of Preferred Stock designated as the Series 2 Convertible Preferred Stock, par value $0.001 per share, of the Corporation and hereby fixes the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions thereof (in addition to any provisions set forth in the Amended and Restated Articles of Incorporation of the Corporation which are applicable to the Preferred Stock of all classes and series) as follows:

WaferGen Bio-Systems, Inc. – WARRANT AGREEMENT (September 23rd, 2015)

THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of [l], 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”).

WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 2 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES (September 23rd, 2015)

WaferGen Bio-systems, Inc., a Nevada corporation (the “Corporation”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes does hereby certify that the following resolution was duly adopted by the Board of Directors of the Corporation as of [●], 2015:

WaferGen Bio-Systems, Inc. – ____________ 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 AGREEMENT (September 23rd, 2015)

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. – COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC. (September 23rd, 2015)

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.

WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENT (August 7th, 2015)

This Nonstatutory Stock Option Agreement (this “Agreement”) is executed May 12, 2015, by and between WAFERGEN BIO-SYSTEMS, INC., a Delaware corporation (the “Company”), and Rolland Carlson (“Grantee”).

WaferGen Bio-Systems, Inc. – INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT (August 7th, 2015)

This Inducement Restricted Stock Unit Award Agreement (this “Agreement”) is entered into as of May 12, 2015 (the “Effective Date”), by and between WAFERGEN BIO-SYSTEMS, INC., a Nevada Corporation (the “Company”), and Rolland Carlson (“Grantee”).

WaferGen Bio-Systems, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (May 11th, 2015)

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”).

WaferGen Bio-Systems, Inc. – AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (May 11th, 2015)

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) is made as of May 11, 2015 (“Effective Date”), by and between WaferGen Bio-systems, Inc. (“Wafergen” or the “Company”) and Ivan Trifunovich (“Executive”).

WaferGen Bio-Systems, Inc. – INDENTURE between WaferGen Bio-systems, Inc. and TRUSTEE Dated as of [________] Providing for Issuance of Debt Securities in Series (January 28th, 2015)

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”).

WaferGen Bio-Systems, Inc. – AMENDED AND RESTATED BYLAWS OF WAFERGEN BIO-SYSTEMS, INC. (November 18th, 2014)
WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENT (November 12th, 2014)

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”).

WaferGen Bio-Systems, Inc. – WAFERGEN BIO-SYSTEMS, INC. NONSTATUTORY STOCK OPTION AGREEMENT (November 12th, 2014)

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 Michael P. Henighan (“Employee”).

WaferGen Bio-Systems, Inc. – COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC. (August 19th, 2014)

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).

WaferGen Bio-Systems, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (August 18th, 2014)

This Executive Employment Agreement (the “Agreement”), dated August 25, 2014 (the “Effective Date”), is by and between WaferGen Biosystems, Inc. (the “Company”) and Michael P. Henighan (“Executive”) (collectively, the “parties”).

WaferGen Bio-Systems, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (August 18th, 2014)

This Executive Employment Agreement (the “Agreement”), dated August 14,2014 (the “Effective Date”), is by and between WAFERGEN BIOSYSTEMS, INC. (the “Company”) and KEITH WARNER (“Executive”) (collectively, the “parties”).

WaferGen Bio-Systems, Inc. – WaferGen Bio-systems Second Quarter 2014 Conference Call Script Thursday, August 7, 2014 (August 11th, 2014)

Good afternoon, this is Bob Yedid from ICR Inc. and welcome to the WaferGen Bio-systems Second Quarter 2014 Financial Conference call. Joining us on the call today are Ivan Trifunovich, President and Chief Executive Officer and Steve Baker, Chief Financial Officer. I will now read the company’s safe harbor statement:

WaferGen Bio-Systems, Inc. – ____________ SHARES OF COMMON STOCK, ________ SHARES OF SERIES 2 CONVERTIBLE PREFERRED STOCK AND ______________ WARRANTS (EXERCISABLE FOR _____ SHARES) OF WAFERGEN BIO-SYSTEMS, INC. UNDERWRITING AGREEMENT (August 4th, 2014)

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. – WAFERGEN BIO-SYSTEMS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 2 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTES (August 4th, 2014)

WaferGen Bio-systems, Inc., a Nevada corporation (the “Corporation”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes does hereby certify that the following resolution was duly adopted by the Board of Directors of the Corporation as of August 1, 2014:

WaferGen Bio-Systems, Inc. – We consent to the use in this Amendment No. 1 to Registration Statement (No. 333-196328) on Form S-1 of WaferGen Bio-systems, Inc. and subsidiaries (collectively, the “Company”) of our report dated March 20, 2014 relating to our audit of the statement of assets acquired and liabilities assumed of the Apollo Product Line as of December 31, 2013, and the related statement of revenues and direct expenses for the year then ended, appearing in the Prospectus, which is part of this Registration Statement. Our report dated March 20, 2014 includes an emphasis of matter paragraph relating to the abbrev (July 18th, 2014)
WaferGen Bio-Systems, Inc. – COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC. (July 18th, 2014)

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).

WaferGen Bio-Systems, Inc. – ____________ SHARESOF COMMON STOCK AND ______________ WARRANTS OF WAFERGEN BIO- SYSTEMS, INC. UNDERWRITING AGREEMENT (July 18th, 2014)

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.