GENERAL RELEASE AGREEMENT
This
GENERAL RELEASE AGREEMENT (this
“
Agreement ”),
dated as of this 31 st day of May 2007, is entered
into by and among WaferGen Bio-systems, Inc., formerly known as La
Burbuja Café, Inc., a Nevada corporation
(“Seller”), Maria Maribel Jaramillo De La O
(“Buyer”), La Burbuja Leaseco, Inc., a Nevada
corporation (“Leaseco”), and WaferGen, Inc., a Delaware
corporation (“WaferGen”). In consideration of the
mutual benefits to be derived from this Agreement, the covenants
and agreements set forth herein, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the
execution and delivery hereof, the parties hereto hereby agree as
follows:
1.
Split-Off Agreement
. This
Agreement is executed and delivered by Leaseco pursuant to the
requirements of Section 7.3 of that certain Split-Off Agreement
(the “Split-Off Agreement”) by and among Seller,
Leaseco, Buyer and WaferGen, as a condition to the closing of the
purchase and sale transaction contemplated thereby (the
“Transaction”).
2.
Release and Waiver by Leaseco
. For
and in consideration of the covenants and promises contained herein
and in the Split-Off Agreement, the receipt and sufficiency of
which are hereby acknowledged, Leaseco, on behalf of itself and its
assigns, representatives and agents, if any, hereby covenants not
to sue and fully, finally and forever completely releases Seller
and WaferGen, along with their respective present and former
officers, directors, stockholders, managers, members, employees,
affiliates, agents, attorneys, representatives, heirs,
administrators, executors, successors and assigns (collectively,
the “Seller Released Parties”), of and from any and all
claims, actions, obligations, suits, charges, liabilities, demands,
losses, costs, expenses (including court costs, litigation expenses
and reasonable attorneys’ fees), obligations, causes of
actions and/or damages, of whatever kind or character, whether now
existing, known or unknown, suspected or unsuspected, fixed or
contingent, which Leaseco has or might claim to have against the
Seller Released Parties for any and all injuries, harm, damages
(actual and punitive), costs, losses, expenses, attorneys’
fees and/or liability or other detriment, if any, whenever incurred
or suffered by Leaseco arising from, relating to, or in any way
connected with, any fact, event, transaction, action or omission
that occurred or failed to occur at or prior to the closing of the
Transaction.
3.
Release and Waiver by Buyer
. For
and in consideration of the covenants and promises contained herein
and in the Split-Off Agreement, the receipt and sufficiency of
which are hereby acknowledged, Buyer hereby covenants not to sue
and fully, finally and forever completely releases the Seller
Released Parties of and from any and all claims, actions,
obligations, suits, charges, liabilities, demands, losses, costs,
expenses (including court costs, litigation expenses and reasonable
attorneys’ fees), obligations, causes of
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