SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE
AGREEMENT
THIS
SECOND AMENDMENT (the “
Amendmen
t ”),
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.
RECITALS
WHEREAS,
the Purchase Agreement provides for the issuance and sale of
certain notes and warrants by the Company to the Purchaser;
and
WHEREAS,
the parties now wish to amend the Purchase Agreement to
increase the aggregate principal amount that may borrowed by
the Company under the Agreement from $400,000 to
$650,000.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereby agree as
follows:
1.
AMENDMENT.
Section 1.1
of the Purchase Agreement is hereby amended and restated in
its entirety to read as follows:
“1.1
The Loan. Subject
to the terms of this Agreement, the Purchaser agrees to purchase
from the Company and the Company agrees to sell and issue to the
Purchaser the promissory notes, the aggregate principal amount of
which should not be in excess of six hundred fifty thousand dollars
(US$650,000) (the “
Loan Amount ”
or
the “
Loan ”),
in the form attached hereto as
Exhibit A
(each,
a
“Note” and
collectively, the
“Notes” ).
”
2.
FULL FORCE AND EFFECT. Except
as expressly modified by this Amendment, all terms,
condit
