ContractWaferGen Bio-Systems, Inc. • December 13th, 2010 • Laboratory analytical instruments • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 13th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 7, 2010 (the “Closing Date”) among OXFORD FINANCE CORPORATION (“Lender”), a Delaware corporation, WAFERGEN, INC., a Delaware corporation (“WGI”) and WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (“Parent,” and collectively with WGI, “Borrowers” and, each individually, a “Borrower”), provides the terms on which Lender shall lend to Borrowers and Borrowers shall repay Lender. The parties agree as follows:
