THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE
AGREEMENT
THIS
THIRD AMENDMENT (the “
Amendmen
t ”),
is made as of May 14, 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 further amend the Purchase Agreement
to increase the aggregate principal amount that may borrowed
by the Company under the Agreement from $650,000 to
$750,000.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties hereby agree as
follows:
1.
AMENDMENT.
A.
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 seven hundred fifty thousand
dollars (US$750,000) (the “
Loan Amount ”
or
the “
Loan ”),
in the form attached hereto as
Exhibit A
(each,
a
“Note” and
collectively, the
“Notes” ).
”
B.
The following sentence will be added after the last sentence
of Section 1.2 of the Purchase Agreement:
Notwithstanding
any other provision in this Agreement to the contrary, the
Company will not issue to the P
