COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC.WaferGen Bio-Systems, Inc. • September 23rd, 2015 • Laboratory analytical instruments • New York
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.
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 AGREEMENTUnderwriting Agreement • September 23rd, 2015 • 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.
WARRANT AGREEMENTWarrant Agreement • September 23rd, 2015 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York
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”).
