ex10_1.htm


    
      EXHIBIT
        10.1

       

      


       

      Dated
        8
        May 2008

       

      Between

       

      Wafergen
        Bio-Systems Inc

       

      and

       

      Malaysian
        Technology Development Corporation Sdn Bhd

       

      and

       

      Wafergen
        Biosystems (M) Sdn Bhd (formerly known as Global Dupleks Sdn Bhd)

       

      


       

      


       

      


      
        Share
          Subscription and Shareholders’ Agreement

      

      
        Proposed
          subscription of shares in Wafergen Biosystems (M) Sdn Bhd (formerly known
          as
          Global Dupleks Sdn Bhd)

      

      
        


      

      
        


      


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      Contents

      


       

      Recitals 
        [INSERT PAGE NUMBER] 

       

      1           
        Definitions
        and Interpretations  [INSERT PAGE
        NUMBER] 

      1.1           
        Definitions 
        [INSERT PAGE NUMBER] 

      1.2           
        Interpretation 
        [INSERT PAGE NUMBER] 

       

      2.           
        Conditions
        Precedent  [INSERT PAGE NUMBER]


      2.1           
        Conditionality 
        [INSERT PAGE NUMBER] 

      2.2           
        Waiver 
        [INSERT PAGE NUMBER] 

      2.3           
        Non-fulfillment 
        [INSERT PAGE NUMBER] 

       

      3.           
        Share
        Capital  [INSERT PAGE NUMBER]


      3.1           
        Subscription
        for Preference Shares  [INSERT PAGE
        NUMBER] 

      3.2           
        Subscription
        for Shares  [INSERT PAGE NUMBER]


       

      4.           
        Subscription
        Completion Date  [INSERT PAGE NUMBER]


       

      5.           
        Undertakings,
        Warranties and Representations by the Parties  [INSERT PAGE NUMBER] 

       

      6.           
        Management
        of the Company  [INSERT PAGE NUMBER]


      6.1           
        Board
        of Directors  [INSERT PAGE NUMBER]


      6.2           
        Board
        Meetings  [INSERT PAGE NUMBER]


      6.3           
        Provisions
        in respect of meetings  [INSERT PAGE
        NUMBER] 

      6.4           
        Resolutions 
        [INSERT PAGE NUMBER] 

      6.5           
        Circular
        resolution  [INSERT PAGE NUMBER]


      6.6           
        No
        shareholding requirement  [INSERT PAGE
        NUMBER] 

      6.7           
        Management 
        [INSERT PAGE NUMBER] 

      6.8
                    Nominees 
        [INSERT PAGE NUMBER] 

       

      7.           
        General
        meetings  [INSERT PAGE NUMBER]


      7.1           
        General
        meetings  [INSERT PAGE NUMBER]


      7.2           
        Quorum 
        [INSERT PAGE NUMBER] 

      7.3           
        Decisions
        at meetings of the Shareholders  [INSERT PAGE NUMBER] 

      7.3.1           
        Ordinary
        Resolution  [INSERT PAGE NUMBER]


      7.3.2           
        Special
        Resolution  [INSERT PAGE NUMBER]


      7.4           
        Shareholder
        Reserve Matters  [INSERT PAGE NUMBER]


       

      8.           
        Business
        of the Company  [INSERT PAGE NUMBER]


       

      9           
        New
        Issues of Shares  [INSERT PAGE NUMBER]


      9.1           
        New
        Issues by Company  [INSERT PAGE NUMBER]


      9.2           
        Offer
        to Shareholders  [INSERT PAGE NUMBER]


       

      10.           
        Transfers,
        Acquisitions and Disposal of Shares  [INSERT PAGE NUMBER] 

      10.1           
        Pre-emption
        Rights  [INSERT PAGE NUMBER]


       

      11           
        Put
        Options  [INSERT PAGE NUMBER]


      11.1
                    Investor’s
        Put Option for shares in the Existing Shareholder  [INSERT PAGE NUMBER] 

      11.2
                    Investor’s
        Put Option for Conversion Shares  [INSERT PAGE NUMBER] 

       

      12.           
        Duration
        and Termination  [INSERT PAGE NUMBER]


       

      13.           
        Previous
        Agreements and Prevalence of Agreement  [INSERT PAGE NUMBER] 

       

      14.           
        Remedy
        on an Event of Default  [INSERT PAGE
        NUMBER] 

       

      15.           
        Confidentiality 
        [INSERT PAGE NUMBER] 


      
        
          
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      16.           
        Deadlock 
        [INSERT PAGE NUMBER] 

      16.1           
        Disputes 
        [INSERT PAGE NUMBER] 

      16.2           
        Artificial
        Deadlock  [INSERT PAGE NUMBER]


       

      17.           
        Further
        Assurance  [INSERT PAGE NUMBER]


      19.1           
        Rights
        not affected  [INSERT PAGE NUMBER]


      19.2           
        Cumulative
        rights and remedies  [INSERT PAGE
        NUMBER] 

      19.3           
        Variation 
        [INSERT PAGE NUMBER] 

       

      20.           
        Severability 
        [INSERT PAGE NUMBER] 

       

      21.           
        Continuing
        Effect  [INSERT PAGE NUMBER]


       

      22.           
        Time 
        [INSERT PAGE NUMBER] 

       

      23.           
        Legal
        Relationship  [INSERT PAGE NUMBER]


       

      24.           
        Costs
        and Expenses  [INSERT PAGE NUMBER]


       

      25.           
        Assignment;
        Successors  [INSERT PAGE NUMBER]


      25.1           
        Assignment 
        [INSERT PAGE NUMBER] 

      25.2           
        Successors
        and assigns  [INSERT PAGE NUMBER]


       

      26.           
        Notices 
        [INSERT PAGE NUMBER] 

       

      27.           
        Entire
        agreement  [INSERT PAGE NUMBER]


       

      28.           
        Counterparts 
        [INSERT PAGE NUMBER] 

       

      29.
                    Governing
        Law and Jurisdiction  [INSERT PAGE
        NUMBER] 

       

      SCHEDULE
        1  [INSERT PAGE NUMBER]


      1.           
        Subscription
        Price and par value  [INSERT PAGE
        NUMBER] 

      2.           
        Premium 
        [INSERT PAGE NUMBER] 

      3.           
        Dividend
        Provision  [INSERT PAGE NUMBER]


      4.           
        Liquidation
        Preference  [INSERT PAGE NUMBER]


      5.           
        Conversion 
        [INSERT PAGE NUMBER] 

      6.           
        [Deleted] 
        [INSERT PAGE NUMBER] 

      7.           
        Redemption
        Rights  [INSERT PAGE NUMBER]


      8.           
        Voting
        Rights  [INSERT PAGE NUMBER]


      9.           
        Protective
        Provisions  [INSERT PAGE NUMBER]


      10.           
        No
        Variation  [INSERT PAGE NUMBER]


       

      SCHEDULE
        2  [INSERT PAGE NUMBER]


      1.           
        Representations
        and Warranties by the Investor  [INSERT
        PAGE NUMBER] 

      2.           
        Representations
        and Warranties by the Existing Shareholder and the Company  [INSERT PAGE NUMBER] 

       

      SCHEDULE
        3  [INSERT PAGE NUMBER]


       

      SCHEDULE
        4  [INSERT PAGE NUMBER]


       

      Execution 
        [INSERT PAGE NUMBER] 

       

      



      
        
          
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      This
        Agreement is made
        on                                                                           
May 2008 between:

       

      
        	
                (1)

              	
                Wafergen
                  Bio-Systems, Inc (WGBS.OB), a Nevada USA incorporated company with
                  a
                  registered address and place of business at Bayside Technology
                  Center,
                  46531 Fremont Blvd, Fremont, CA 94538, USA (“Existing Shareholder”);
                  

              


      

      
        	
                 

              	
                and
                  

              


      

       

      
        	
                (2)

              	
                Malaysian
                  Technology Development Corporation Sdn Bhd (Company No 235796-U),
                  a
                  company incorporated in Malaysia with a registered address at Level
                  8-9,
                  Menara Yayasan Tun Razak, Jalan Bukit Bintang, 55100 Kuala Lumpur
                  (“MTDC);
                  

              


      

       

      
        	
                 

              	
                and
                  

              


      

       

      
        	
                (3)

              	
                Wafergen
                  Biosystems (M) Sdn Bhd (formerly known as Global Dupleks Sdn Bhd)
                  (Company
                  No 795066-H), a company incorporated in Malaysia with a registered
                  address
                  at Unit C-12-4, Megan Avenue 11, No 12, Jalan Yap Kwan Seng, 50450
                  Kuala
                  Lumpur (“Company”).
                  

              


      

       

      


       

       

      Recitals

       

      
        	
                (A)

              	
                The
                  Company is a private company limited by shares incorporated under
                  the laws
                  of Malaysia and has at the date of this Agreement an authorised
                  share
                  capital of RM100,000 divided into 100,000 ordinary shares of RM1.00
                  each .
                  

              


      

       

      
        	
                (B)

              	
                The
                  Existing Shareholder is the legal and beneficial owner of the entire
                  issued and paid-up share capital of the Company of RM2 divided
                  into 2
                  ordinary shares of RM1.00 each. 

              


      

       

      
        	
                (C)

              	
                The
                  Company shall increase its authorised share capital from RM100,000
                  divided
                  into 100,000 ordinary shares of RM1.00 each, to RM10,000,000 divided
                  into
                  8,000,000 ordinary shares of RM1.00 each and 200,000,000 redeemable
                  convertible preference shares of RM0.01 each.


              


      

       

      
        	
                (D)

              	
                The
                  Existing Shareholder and the Investor are desirous of undertaking
                  the
                  Business through the Company and agree to regulate their relationship
                  as
                  shareholders of the Company in accordance with the terms and conditions
                  of
                  this Agreement. 

              


      

       

      
        	
                (E)

              	
                The
                  Existing Shareholder and the Company intend to raise up to USD3,500,000
                  in
                  multiple tranches. The Existing Shareholder and the Company have
                  requested
                  the Investor to, and the Investor has agreed to, participate in
                  the
                  Company by way of subscription for the RCPS upon the terms and
                  subject to
                  the conditions set out in this Agreement.


              


      

       

      


       

      


       


      
        
          
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      It
        is agreed as follows:

       

      1           
        Definitions and Interpretations

       

       

      1.1           
        Definitions

       

       

      
        	
                 

              	
                In
                  this Agreement, unless the context otherwise requires:
                  

              


      

      


       

      
        	
                Act

                
                

              	
                means
                  the Companies Act 1965;

                
                

              
	
                Articles

                
                

              	
                means
                  the articles of association of the Company;

                
                

              
	
                Board

                
                

              	
                means
                  the board of directors of the Company;

              
	
                Business

                
                

              	
                means
                  the business of the Company as defined in Clause 8.1;

                
                

              
	
                Conversion
                  Shares

                
                

                
                

              	
                means
                  the Shares resulting from the conversion of the RCPS, such Conversion
                  Shares to rank pari passu in all respects with all other then existing
                  Shares, and “Conversion Share” means one of the Conversion
                  Shares;

                
                

              
	
                Director

                
                

              	
                means
                  any director of the Company appointed on the Board including, where
                  applicable, any alternate director;

                
                

              
	
                Initial
                  Closing

                
                

              	
                means
                  twenty one (21) days from the date of this Agreement or such later
                  date as
                  the Parties may mutually agree on;

                
                

              
	
                IPO

                
                

              	
                means
                  the listing of the Company on any approved stock exchange;

                
                

              
	
                Investor

                
                

              	
                means
                  MTDC, and any other person acceding to this Agreement;

                
                

              
	
                Encumbrance

                
                

              	
                means
                  any mortgage, charge, pledge, lien, assignment, hypothecation,
                  security
                  interest, title retention, right of first refusal, pre-emption
                  right,
                  option, preferential right or trust arrangement or other security
                  arrangement or agreement  conferring a right to a priority of
                  payment;

                
                

              
	
                RCPS

                
                

              	
                means
                  Series A Redeemable Convertible Preference Shares of the Company
                  with
                  principal terms as set out in Schedule 1;

                
                

              
	
                Parties

              	
                means
                  the Existing Shareholder, the Investor and the Company, and “Party” refers
                  to any one (1) of them;

                
                

              
	
                Series
                  A Director

              	
                means
                  the director as defined in Clause 6.1;

                
                

              
	
                Shareholders

              	
                means
                  the shareholders of the Company from time to time;

                
                

              
	
                Shares

              	
                means
                  ordinary shares of RM1.00 each in the share capital of the Company,
                  and
                  “Share”
refers
                  to
                  any one (1) of them;

                
                

              
	
                Subscription
                  Price

                
                

                
                

              	
                means
                  the Ringgit Malaysia equivalent to USD2.25 calculated at the prevailing
                  exchange rate on the date payment of the Subscription Price is
                  effected,
                  payable by the Investor for each RCPS under this Agreement, out
                  of which
                  RM0.01 is to be paid towards the par value of each RCPS and the
                  difference
                  between the Subscription Price and the par value of RM0.01 (constituting
                  the subscription premium) is to be credited to the share premium
                  account
                  of the Company;

                
                

              
	
                Subsequent
                  Closing

                
                

              	
                means
                  upon fulfilment of the milestones provided for in Clause
                  3.1.1(b);

                
                

              
	
                Tranche
                  A Shares

                
                

              	
                means
                  444,444 new RCPS of RM0.01 each in the Company to be issued at
                  an issue
                  price in Ringgit Malaysia equivalent to USD2.25 each;

                
                

              
	
                Tranche
                  B Shares

                
                

              	
                means
                  444,444 new RCPS of RM0.01 each in the Company to be issued at
                  an issue
                  price in Ringgit Malaysia equivalent to  USD2.25 each;
                  and

                
                

              
	
                Warranties

                
                

              	
                means
                  the representations and warranties made by the Investor, the
                  Existing  Shareholder and the Company, as set out in Schedule
                  2.

                
                

              


      

      


       

       

      1.2           
        Interpretation

       

       

      
        	
                 

              	
                In
                  this Agreement, unless the context otherwise requires:
                  

              


      

      
        	
                 

              	
                (a) 

              	
                headings
                  and underlining are for convenience only and do not affect the
                  interpretation of this Agreement; 

              


      

       

      
        	
                 

              	
                (b) 

              	
                words
                  importing the singular include the plural and vice versa;
                  

              


      

       

      
        	
                 

              	
                (c) 

              	
                words
                  importing a gender include any gender;


              


      

       

      
        	
                 

              	
                (d) 

              	
                an
                  expression importing a natural person includes any corporation
                  or other
                  body corporate, partnership, association, governmental agency,
                  two or more
                  persons having a joint or common interest, or any other legal or
                  commercial entity or undertaking; 

              


      

       

      
        	
                 

              	
                (e) 

              	
                a
                  reference to a party to a document includes that party's successors
                  and
                  permitted assigns; 

              


      

       


      
        
          
             
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                (f) 

              	
                any
                  part of speech or grammatical form of a word or phrase defined
                  in this
                  Agreement has a corresponding meaning; and


              


      

       

      
        	
                 

              	
                (g) 

              	
                a
                  warranty, representation, covenant or agreement on the part of
                  two or more
                  persons binds them jointly and severally.


              


      

       

       

      2.           
        Conditions Precedent

       

       

      2.1           
        Conditionality

       

      The
        subscription for the RCPS by the Investor is subject to, and conditional
        upon,
        the fulfilment of the following conditions precedent within 21 days from
        the
        date of this Agreement (subject to extension by agreement of the
        Parties):

       

      
        	
                 

              	
                (a)

              	
                the
                  approval of the investment committee of the Investor;
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  Investor being satisfied with the results of their investigation
                  or due
                  diligence exercise on the Company; 

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  signing of a put agreement between the Existing Shareholder and
                  MTDC;
                  

              


      

       

      
        	
                 

              	
                (d)

              	
                the
                  signing of the put option agreement between Alnoor Shivji and MTDC;
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                increase
                  in the paid up share capital in the Company by the Existing Shareholder
                  to
                  at least RM300,000 in cash or otherwise, in accordance with Clause
                  3.2.1;
                  and 

              


      

       

      
        	
                 

              	
                (f)

              	
                there
                  being no material adverse change in the operations or financial
                  conditions
                  of the Company or the Existing Shareholder prior to Initial Closing.
                  

              


      

       

       

      2.2           
        Waiver

       

      
        	
                 

              	
                To
                  the extent permitted by law, the Parties reserve the right to agree
                  in
                  writing to mutually waive the fulfilment of any conditions precedent
                  in
                  Clause 2.1. 

              


      

       

       

      2.3           
        Non-fulfillment

       

      Unless
        specifically waived under Clause 2.2, if any conditions precedent is not
        fulfilled within 21 days after the date of this Agreement (or such later
        date as
        the Parties may mutually agree on):

       

      
        	
                 

              	
                (a)

              	
                this
                  Agreement shall automatically cease and terminate;
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                all
                  obligations and liabilities of the parties under this Agreement
                  shall
                  cease to have effect; and 

              


      

       

      
        	
                 

              	
                (c)

              	
                none
                  of the parties shall have any claim against any other party in
                  relation to
                  this Agreement, 

              


      

       

      but
        notwithstanding anything to the contrary in this Clause, a party shall be
        liable
        for any antecedent breach of this Agreement.

       


      
        
          
             
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      3.           
        Share Capital

       

       

      3.1           
        Subscription for Preference Shares

       

      
        	
                 

              	
                3.1.1

              	
                Subject
                  to the terms and conditions of this Agreement, the Investor shall
                  subscribe in cash up to a maximum of 888,888 RCPS, allocated across
                  several tranches as follows: 

              


      

       

      
        	
                 

              	
                (a)

              	
                at
                  Initial Closing, MTDC will subscribe for Tranche A Shares, and
                  the Company
                  will allot and issue Tranche A Shares to MTDC, free from any Encumbrance;
                  and 

              


      

       

      
        	
                 

              	
                (b)

              	
                upon
                  fulfilment of the following milestones:


              


      

       

      
        	
                 

              	
                (i)

              	
                delivery
                  of the Smartchip Alpha System to the University of Pittsburgh;
                  and
                  

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  publication of the results from the University of Pittsburgh,
                  

              


      

       

      
        	
                 

              	
                (“Subsequent
                  Closing”),
                  the Investor will subscribe for Tranche B Shares, and the Company
                  will
                  allot and issue Tranche B Shares to the Investor, free from any
                  Encumbrance. 

              


      

       

      
        	
                 

              	
                3.1.2

              	
                The
                  Investor shall subscribe for the amount of shares and consideration
                  as
                  follows: 

              


      

       

      
        	
                Name
                  of Investor

                
                

              	
                Tranche
                  A

                
                

              	
                Tranche
                  B

                
                

              	
                Total

                
                

              
	 	
                No.
                  of RCPS

                
                

              	
                Consider-ation
                  (USD)

                
                

              	
                No.
                  of RCPS

                
                

              	
                Consider-ation
                  (USD)

                
                

              	
                No.
                  of RCPS

                
                

              	
                Consider-ation
                  (USD)

                
                

              
	
                MTDC

                
                

              	
                444,444

                
                

              	
                1,000,000

                
                

              	
                444,444

                
                

              	
                1,000,000

                
                

              	
                888,888

                
                

              	
                2,000,000

                
                

              


      

      


       

      The
        principal terms of the RCPS are set out in Schedule 1.

       

      
        	
                 

              	
                3.1.3

              	
                In
                  respect of each subscription for RCPS under this Agreement, the
                  Company
                  will issue a Subscription Notice to the Investor. The Subscription
                  Notice
                  will specify the number of RCPS to be subscribed by the Investor
                  under
                  Tranche A at the Initial Closing, and Tranche B at the Subsequent
                  Closing,
                  and the Subscription Price. 

              


      

       

      
        	
                 

              	
                3.1.4

              	
                The
                  Existing Shareholder irrevocably confirms its waiver of all rights
                  of
                  pre-emption whatsoever that it may have in connection with the
                  issue and
                  conversion of the RCPS to the Investor pursuant to the terms of
                  this
                  Agreement. 

              


      

       

      
        	
                 

              	
                3.1.5

              	
                The
                  Company shall endeavour to raise a further USD1.5 million through
                  the
                  issue of RCPS within one year from the Initial Closing. The Investor
                  irrevocably confirms its waiver of all rights of pre-emption whatsoever
                  that it may have in connection with the issue and conversion of
                  such RCPS.
                  

              


      

       


      
        
          
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      3.2           
        Subscription for Shares

       

      
        	
                 

              	
                3.2.1

              	
                Prior
                  to the Initial Closing, and subject to all other conditions precedent
                  in
                  Clause 2.1 being fulfilled, the Company shall increase its issued
                  and
                  paid-up share capital from RM2 to RM300,000 by way of allotment
                  and issue
                  of 299,998 Shares and the Existing Shareholder shall subscribe
                  and satisfy
                  the subscription money for such Shares by cash or otherwise. The
                  Investor
                  agrees that the manner of satisfaction of such subscription money
                  may
                  include capitalisation of amounts owing from the Company to the
                  Existing
                  Shareholder, or other consideration otherwise than in cash.
                  

              


      

       

       

      4.           
        Subscription Completion Date

       

      
        	
                4.1

              	
                Subject
                  to fulfilment of all conditions precedent in Clause 2.1, the completion
                  of
                  each allotment and issue of the RCPS to the Investor pursuant to
                  this
                  Agreement shall take place at the registered office of the Company
                  as
                  follows: 

              


      

       

      (a)           
        Tranche A Shares at the Initial Closing; and

       

      (b)           
        Tranche B Shares at the Subsequent Closing;

       

      or
        such
        other date and time as may be mutually agreed by the Parties in
        writing.

       

      
        	
                4.2

              	
                The
                  Investors shall cause or procure a cheque, bank draft or cashier’s order
                  in favour of the Company to be deposited, or a telegraphic or electronic
                  transfer made, to the bank account of the Company held with HSBC
                  Bank
                  Berhad for the total subscription monies payable for the number
                  of RCPS to
                  be subscribed (as set out in the relevant Subscription Notice),
                  in
                  exchange for the delivery by the Company of the following:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                at
                  the Initial Closing, the share certificates in respect of the RCPS,
                  a
                  certified extract of the shareholders' resolution of the Company
                  approving
                  the subscription of the Tranche A Shares by MTDC at the Initial
                  Closing
                  (including amendment of the Articles of Association of the Company
                  where
                  required), pursuant to the terms and subject to the conditions
                  of this
                  Agreement; 

              


      

       

      
        	
                 

              	
                (b)

              	
                at
                  the Subsequent Closing, the share certificates in respect of the
                  RCPS, a
                  certified extract of the shareholders' resolution of the Company
                  approving
                  the subscription of the Tranche B Shares by MTDC at the Subsequent
                  Closing, pursuant to the terms and subject to the conditions of
                  this
                  Agreement; and 

              


      

       

      
        	
                 

              	
                (c)

              	
                at
                  both the Initial Closing and the Subsequent Closing, a certified
                  extract
                  of the resolution of the Board confirming the allotment and issue
                  of the
                  relevant number of RCPS to be subscribed by MTDC pursuant to the
                  relevant
                  Subscription Notice. 

              


      

       


      
        
          
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                5.

              	
                Undertakings,
                  Warranties and Representations by the Parties


              


      

       

      
        	
                5.1

              	
                Subject
                  to any exceptions expressly and specifically disclosed in any
                  correspondence, communication, document or information in writing
                  prior to
                  or after the execution of this Agreement and prior to the completion
                  of
                  the subscription of the RCPS, the Parties warrant to each other
                  that the
                  information and statements set out in the Warranties are true,
                  accurate
                  and correct in all respects at the date of this Agreement. To this
                  effect,
                  the Warranties will be deemed to be repeated during this period
                  as if they
                  had been entered into afresh during the said period in relation
                  to the
                  facts and circumstances then existing.


              


      

       

      
        	
                5.2

              	
                The
                  Parties acknowledge and agree that each of them entered into this
                  Agreement in reliance on the Warranties.


              


      

       

      
        	
                5.3

              	
                Each
                  of the Warranties is separate and is to be construed independently
                  of the
                  others and is not limited by reference to any of the other Warranties.
                  

              


      

       

      Save
        as
        disclosed to the Investors in any correspondence, communication, document
        or
        information in writing prior to or after the execution of this Agreement
        and
        prior to the Completion of this Agreement, no information relating to the
        RCPS
        or the Company will limit the nature of the Warranties given by the Company
        under this Agreement, or will prejudice any claim to be made by the Investors
        against the Company for any breach of the Warranties.

       

      Each
        of
        the Party will indemnify and will keep the other Parties indemnified against
        all
        losses, damages, costs and expenses which the other Parties may incur or
        be
        liable for in respect of any claim, demand, liability, action, proceedings
        or
        suits arising out of or in connection with :

       

      
        	
                 

              	
                (a)

              	
                a
                  breach of a Warranty; 

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  Warranty not being true and correct in all respects; or
                  

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  Warranty being misleading in any respect,


              


      

       

      save
        and
        except where any of the matters set out in paragraphs 5.1 to 5.3 above shall
        have been apparent in any correspondence, communication, document or information
        in writing and  disclosed or provided to the Investors prior to or
        after the execution of this Agreement and prior to the Completion of this
        Agreement.

       

       

      6.           
        Management of the Company

       

       

      6.1           
        Board of Directors

       

      
        	
                 

              	
                The
                  Board shall comprise 6 directors of which:


              


      

       

      
        	
                 

              	
                (a)

              	
                MTDC
                  shall have the right to appoint one (1) director (“Series ADirector”)
                  and MTDC
                  shall procure that (if relevant), the Series A Director shall,
                  prior to
                  his appointment as a director of the Company, provide a confidentiality
                  and non-competition undertaking to the Company; and
                  

              


      

       


      
        
          
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                (b)

              	
                the
                  Existing Shareholder shall have the right to appoint five (5) directors
                  and such right shall include the appointment of the Chief Executive
                  Officer. 

              


      

       

      MTDC
        shall have the right to nominate an alternate to the Series A Director and
        the
        Existing Shareholder shall have the right to nominate an alternate director
        to
        such directors appointed under paragraph 6.1(b).

       

      MTDC
        and
        the Existing Shareholder will jointly appoint an independent director to
        the
        Board with the requirement that the independent director has relevant
        international industry experience in the Business.

       

      
        	
                 

              	
                The
                  right of appointment of the Series A Director shall include the
                  right for
                  MTDC to remove such person at any time from such office and also
                  the right
                  to determine from time to time the period which such person shall
                  hold
                  office as the Series A Director. Upon MTDC ceasing to be a shareholder
                  in
                  the Company, MTDC shall simultaneously procure the resignation
                  of the
                  Series A Director. The Series A Director may not be removed by
                  the
                  Existing Shareholder or any other party except when MTDC ceases
                  to be a
                  shareholder in the Company. Any appointment or removal of the Series
                  A
                  Director by MTDC shall be made in writing and shall be delivered
                  to the
                  registered office of the Company. 

              


      

       

       

      6.2           
        Board Meetings

       

      The
        quorum at all meetings shall be at least three (3) Directors and must include
        the Series A Director (or his alternate). If a quorum is not
        present within 45 minutes after the time appointed for the commencement of
        a
        meeting of the Board, that meeting shall be adjourned to the same time 7
        days
        after that meeting at the same place provided that at such adjourned meeting
        (for the same agenda), the quorum shall be any two (2) Directors.

       

      The
        Directors may meet together either in person or by telephone, radio, video
        conference or similar communication equipment or any other form of audio
        or
        audio-visual instantaneous communication by which all persons participating
        in
        the meeting are able to hear and be heard by all other participants and
        participation in a meeting pursuant to this provision shall constitute presence
        in person at such meeting.

       

      The
        Company’s Articles shall be amended to provide that a quorum of the Board must
        include at least one Series A Director, except at any adjourned
        meeting.

       

       

      6.3           
        Provisions in respect of meetings

       

      Any
        Director may at any time request for a meeting to be convened, subject to
        the
        Board meeting at least once quarterly unless otherwise agreed to by a vote
        of a
        majority of Directors including at least one vote from a Series A Director.
        The
        request for a meeting must be made in writing and delivered to the company
        secretary of the Company.

       

      Upon
        receiving the request, the company secretary is to issue a notice, giving
        at
        least 7 days’ prior written notice to all Directors and their alternates. The
        notice shall set out the date, time, venue and the agenda or matters to be
        discussed for the Board meeting.  Such notice shall not be required if
        all Directors are present or

       


      
        
          
             
              

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      represented
        at the meeting or if the absent Directors agree in writing to waive the
        requirement of such notice.

       

       

      
        	
                6.4  

              	
                Resolutions

              


      

       

      So
        long
        as a quorum is present throughout the meeting of the Board in accordance
        with
        clause 6.2, all resolutions or decisions of the Board are to be by a simple
        majority of all the Directors present and capable of voting at the meeting
        of
        the Board.

       

       

      6.5           
        Circular resolution

       

      A
        written resolution or minute of a
        decision made by the Board which is signed by all the Directors is regarded
        as
        valid and effectual as if it had been passed at a duly convened Board meeting.
        Any such written resolution or minute may consist of several documents (or
        facsimiles thereof) in like form or in one or more counterparts, each signed
        by
        one or more of the Directors, and all counterparts taken together constitute
        one
        document.

       

       

      6.6           
        No shareholding requirement

       

      The
        Directors need not be shareholders of the Company and are not liable to retire
        by rotation until removed/replaced by the Party nominating them.

       

       

      6.7           
        Management

       

      The
        operations of the Company will be managed by the Board, but the day to day
        administration or management of the Company may be vested in a management
        committee (“Management
        Committee”) appointed by the Board from time to time who shall at all
        times be responsible and subject to the control of the Board. The Management
        Committee may comprise members of the Board.

       

       

      6.8           
        Nominees

       

      The
        parties acknowledge that as the Series A Director is a nominee of MTDC, the
        Series A Director shall be entitled to report all matters concerning the
        Company, including but not limited to matters discussed at any meeting of
        the
        Board, to MTDC and its shareholders and that the Series A Director may take
        advice and obtain instructions MTDC.

       

      The
        Company agrees to indemnify and keep the Series A Director
        indemnified,  subject to section 140 of the Act..

       

       

      7.           
        General meetings

       

       

      7.1           
        General meetings

       

      Annual
        general meetings and
        extraordinary general meetings of the Shareholders are to be held in accordance
        with the provisions of the Act.

       

       

      7.2           
        Quorum

       

      The
        quorum for all general meetings of the Shareholders is two (2) persons being
        present throughout the meeting, consisting of the Shareholders or their
        respective proxy, attorney or authorised representative.

       


      
        
          
             
              | 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


       

       

      7.3           
        Decisions at meetings of the Shareholders

       

       

      
        	
                7.3.1

              	
                Ordinary
                  Resolution 

              


      

       

      So
        long as a quorum is present
        throughout the meeting of the Shareholders in accordance with clause 7.2,
        subject to clause 7.4, a simple majority vote of those present and voting
        suffices to pass an ordinary resolution.

       

       

      
        	
                7.3.2

              	
                Special
                  Resolution 

              


      

       

      The
        approval of Shareholders by way of
        special resolution (as defined in the Act) is required for matters which
        require
        a special resolution to be passed as specified in the Act.

       

       

      7.4           
        Shareholder Reserve Matters

       

      The
        resolutions in relation to the following matters require approval from all
        Shareholders present and voting at a general meeting or by circular resolution
        (signed by all the Shareholders):

       

      
        	
                 

              	
                (a)

              	
                any
                  amendment to the Memorandum and Articles of Association of the
                  Company;
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  appointment or removal of any Director or senior management of
                  the
                  Company; and 

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  declaration of dividends by the Company.


              


      

       

       

      8.           
        Business of the Company

       

      
        	
                8.1

              	
                The
                  core business of the Company, unless otherwise agreed in writing
                  by the
                  Investors, shall be developing, manufacturing, and distributing
                  state of
                  the art solutions for Gene Analysis (Gene Expression, and Genotyping)
                  and
                  stem cell research and cell biology (“Business”).  The
                  Company will not engage in any other business which detracts from,
                  or is
                  not complementary to, the Business.


              


      

       

      
        	
                8.2

              	
                The
                  Business is to be carried out in accordance with all applicable
                  laws and
                  requirements. 

              


      

       

      
        	
                8.3

              	
                The
                  Shareholders shall use its reasonable endeavours without being
                  required to
                  incur any further financial obligation (other than as expressly
                  set out in
                  this Agreement) to promote the interests of the Company. The Business
                  is
                  to be conducted in the Shareholders’ and the Company’s best interests on
                  sound commercial profit-making principles so as to generate the
                  maximum
                  achievable maintainable profits available for distribution, and
                  otherwise
                  in accordance with the general principles as varied from time to
                  time by
                  agreement in writing between the Parties.


              


      

       

      
        	
                8.4

              	
                The
                  Company shall not, and the Existing Shareholder shall ensure that
                  the
                  Company shall not, without the prior written consent of the Investors
                  or
                  as expressly stated in this Agreement :


              


      

       


      
        
          
               

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


       

      
        	
                 

              	
                (a)

              	
                cease
                  to conduct or carry on its Business substantially as now conducted
                  and/or
                  acquire or dispose of or dilute any interest in any other business,
                  company, partnership or sole proprietorship; and
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                purchase,
                  sell, mortgage or charge any substantial asset, or property or
                  any
                  material interest in those assets or property or sell or dispose
                  of the
                  whole or a substantial part of the undertaking and goodwill or
                  the assets
                  of the Company. 

              


      

       

      8.5           
        The Existing Shareholder and/or the Company shall ensure that :

       

      
        	
                 

              	
                (a)

              	
                the
                  Company shall at all times carry on and conduct its business in
                  a proper
                  and efficient manner; 

              


      

       

      
        	
                 

              	
                (b)

              	
                each
                  employee and consultant of the Company enters into a confidential
                  information and inventions agreement (in a form acceptable to the
                  Investor) with the Company; 

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  Company shall submit to the Investor without being formally requested:
                  

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  annual budget and operating plan no later than sixty (60) days
                  prior to
                  the commencement of each fiscal year;


              


      

       

      
        	
                 

              	
                (ii)

              	
                an
                  annual business plan; 

              


      

       

      
        	
                (iii)  

              	
                audited
                  financial statements on an interim and annual basis;
                  and

              


      

       

      
        	
                (iv)  

              	
                monthly
                  reports, including financial reports, bank statements and technical
                  reports.

              


      

       

      The
        obligation of the Company to furnish the information set out in paragraph
        8.5(c)
        will cease when the Company completes its IPO or becomes subject to the
        reporting provisions of any applicable stock exchange requirements or MTDC
        ceasing to be a shareholder in the Company.

       

      
        	
                 

              	
                (d)

              	
                at
                  all times keep true accurate and up to date books and records of
                  all the
                  affairs of the Company; 

              


      

       

      
        	
                 

              	
                (e)

              	
                supply
                  to the Investor such information relating to the Company as it
                  may require
                  and without prejudice to the foregoing shall keep the Investor
                  fully and
                  promptly informed as to all material developments regarding the
                  Company’s
                  financial and business affairs and promptly notify the Investor
                  of any
                  significant litigation or arbitration affecting or likely to affect
                  the
                  Company and of any bona fide offer to purchase or subscribe any
                  share
                  capital of the Company; 

              


      

       

      
        	
                 

              	
                (f)

              	
                at
                  all times be adequately insured in respect of the assets of the
                  company
                  which are of an insurable nature and obtain life insurance for
                  the core
                  management team of the Company, the proceeds of which are payable
                  to the
                  Company; and 

              


      

       

      
        	
                 

              	
                (g)

              	
                upon
                  the Company’s receipt of reasonable notice, the Investor may have access
                  during normal business hours to relevant non-confidential information
                  and/or non-competitive information requested by the Investor
                  

              


      

       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      
        	
                 

              	
                including
                  the right to visit the Company’s business premises and inspect the
                  Company’s record books. 

              


      

       

       

      9           
        New Issues of Shares

       

       

      9.1           
        New Issues by Company

       

      The
        Shareholders agree that any new Shares and/or RCPS issued by the Company
        must be
        with the prior approval of the Shareholders (“Offered Shares”) and the
        Offered Shares shall be first offered to each of the Shareholders in proportion
        to each of their shareholding in the Company at the time of the proposed
        new
        issue other than:

       

      
        	
                (i)  

              	
                for
                  the initial share capital as provided for in Clauses 3.1 and
                  3.2;

              


      

       

      
        	
                (ii)  

              	
                the
                  issuance of Shares and/or RCPS referred to in Clause
                  3.1.5;

              


      

       

      
        	
                (iii)  

              	
                the
                  Conversion Shares, where
                  applicable;

              


      

       

      
        	
                (iv)  

              	
                Shares
                  issued pursuant to employee share option plans approved by a majority
                  of
                  the Board;

              


      

       

      
        	
                (v)  

              	
                Shares
                  issued for merger or acquisition transactions;
                  or

              


      

       

      
        	
                (vi)  

              	
                any
                  issuance excepted from the right of first refusal by a majority
                  of the
                  Board.

              


      

       

       

      9.2           
        Offer to Shareholders

       

      An
        offer
        of the Offered Shares shall be made by notice specifying the number of new
        Shares and/or RCPS offered, the subscription price and limiting a period
        (not
        being less than 30 days) within which the offer, if not accepted, will be
        deemed
        to be declined. Upon the expiration of such period the Board shall offer
        the
        Offered Shares so declined to the other Shareholders who have notified their
        willingness to take all or any of such Shares in accordance with the terms
        of
        the offer and in case of competition, pro rata (as nearly as possible) according
        to the number of Shares and RCPS held by the other Shareholders.

       

       

      10.           
        Transfers, Acquisitions and Disposal of Shares

       

       

      10.1           
        Pre-emption Rights

       

      
        	
                10.1.1

              	
                The
                  rights of the Shareholders to sell, transfer, assign, pledge, charge,
                  encumber or otherwise dispose of their shareholding in the Company
                  (or any
                  part thereof) shall be subject to the restrictions and provisions
                  set out
                  below : 

              


      

      


      
        	
                (a)  

              	
                In
                  the event any Shareholder desires to dispose of all or any portion
                  of
                  their shareholding in the Company pursuant to a bona-fide third
                  party
                  offer for the shares (“Transferor”), the
                  Transferor shall first afford the other Shareholders (“the Transferees”) a
                  right of first refusal with regard to those shares (“the Relevant
                  Shares”) in
                  proportion to such Transferee’s shareholding in the Company. In this
                  regard, the Transferor shall give the Transferees written notice
                  (hereinafter called a “Transfer Notice”) of
                  the

              


      

       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      
        	
                (b)  

              	
                Transferor’s
                  intention to dispose of the Relevant Shares, which notice shall
                  include
                  the proposed transferee, the number of shares to be transferred,
                  the price
                  per share, and the terms of
                  payment.

              


      

       

      
        	
                (c)  

              	
                Upon
                  receipt of the Transfer Notice, the Transferees shall have the
                  option, but
                  not the obligation, to purchase the Relevant Shares at either (i)
                  the same
                  terms and conditions price for the Relevant Shares as set forth
                  in the
                  Transfer Notice, or (ii) to request that the Shareholders appoint
                  an
                  independent firm (at the cost and expense of the Transferor) to
                  determine
                  the sale price per Relevant Share in accordance with the shareholders
                  funds or the net tangible assets (whichever is lower) of the Company
                  as at
                  the date of the Transfer Notice (“the Prescribed
                  Price”).

              


      

       

      
        	
                (d)  

              	
                In
                  the event the Transferees determine to accept the terms contained
                  in the
                  Transfer Notice or upon the determination of and purchase of the
                  Relevant
                  Shares at the Prescribed Price, the Relevant Shares shall promptly
                  be
                  offered by the Transferor by notice in writing to the Transferees
                  (and if
                  there is more than one Transferee, to each Transferee in proportion
                  to
                  such Transferee’s shareholding in the Company) for purchase. Such offer
                  shall be open for acceptance at any time within the Prescribed
                  Period. The
                  Prescribed Period shall commence on the date that
                  :

              


      

       

      
        	
                (i)  

              	
                the
                  Transferees notify the Transferor of their acceptance of the offer
                  to
                  purchase the Relevant Shares on the terms contained in the Transfer
                  Notice; or

              


      

       

      
        	
                (ii)  

              	
                the
                  Prescribed Price is determined;

              


      

       

      and
        will
        expire sixty (60) days thereafter, after either (i) or (ii) as applicable.
        The
        Transferee(s) so accepting the offer shall hereinafter be called the
“Purchaser(s)”.

       

      
        	
                (e)  

              	
                If
                  there is more than one Purchaser, each Purchaser shall have the
                  right to
                  purchase the Relevant Shares pro rata in accordance with the ratio
                  that
                  his shareholding bears to the aggregate shareholdings of all the
                  Purchasers provided that the said Purchaser must purchase all the
                  Relevant
                  Shares offered to him. Upon acceptance of such offer by the Purchasers
                  within the Prescribed Period, the Transferor shall be bound to
                  sell the
                  Relevant Shares to the Purchasers as set forth above. The sale
                  and
                  purchase of the Relevant Shares shall be completed in accordance
                  with the
                  provisions herein.

              


      

       

      
        	
                (f)  

              	
                If
                  the offer of the Relevant Shares shall not be accepted by the Transferees,
                  then the Transferor shall be at liberty to transfer or dispose
                  of the
                  Relevant Shares within a period of three (3) months from the expiry
                  of the
                  Prescribed Period to the person identified in the Transfer Notice
                  and in
                  accordance with the terms thereof, subject to Clause 10.1.2
                  below.

              


      

       

      
        	
                (g)  

              	
                Any
                  transfer, disposal or sale of shares contemplated by this Clause
                  10.1.1
                  shall be subject to the approval(s) of the Public Authorities should
                  such
                  approval be required in law or in practice. Completion and payment
                  of the
                  Prescribed Price shall take place not less than three (3) days
                  nor more
                  than ten (10) Business Days after the date of the receipt of such
                  approval(s) of the Public
                  Authorities.

              


      

       


      
        
          
               

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      
        	
                (h)  

              	 


      

       

      
        	
                (i)  

              	
                Any
                  transfer, disposal or sale of shares contemplated by Clause 10.1(e)
                  to a
                  third party purchaser shall be further subject to such third party
                  purchaser entering into a deed or other suitable documentation
                  agreeing to
                  be bound by all the terms of this
                  Agreement.

              


      

       

      
        	
                (j)  

              	
                The
                  procedures and pre-emption rights under this Clause 10 may be waived
                  in
                  writing by the Shareholders.

              


      

       

      
        	
                10.1.2

              	
                Pursuant
                  to Clause 10.1.1(e), if the Existing Shareholder wishes to sell
                  its shares
                  to a third party, the Existing Shareholder shall ensure that the
                  Investor
                  be entitled (but not obliged) to sell any part of its holding of
                  Shares to
                  the third party on no less favourable terms and conditions as are
                  applicable to the Existing Shareholder. Upon any exercise by the
                  Investor
                  of this entitlement within 30 days from the date of notice by the
                  Existing
                  Shareholder of such entitlement of the Investor, the Existing Shareholder
                  shall not transfer or sell any of its shares to the third party
                  unless the
                  relevant shares of Investor are so purchased by the third party.
                  

              


      

       

      
        	
                10.1.3

              	
                All
                  third parties who acquire shares in the Company under this Clause
                  10.1
                  shall enter into a deed of ratification and accession under which
                  the
                  third party shall agree to be bound by the obligations, and shall
                  be
                  entitled to the benefit, of this Agreement.


              


      

       

       

      11           
        Put Options

       

       

      11.1           
        Investor’s Put Right for shares in the Existing Shareholder

       

      As
        a
        conditions precedent, the Existing Shareholder will grant to MTDC an option
        to
        sell all the RCPS held by MTDC to the Existing Shareholder upon the terms
        and
        conditions of the Put Agreement to be entered into between the Existing
        Shareholder and MTDC.

       

       

      11.2           
        Investor’s Put Option for Conversion Shares

       

      
        	
                 

              	
                The
                  Investor shall have the option to require the Existing Shareholder
                  to
                  purchase all (but not less than all) of the Conversion Shares held
                  by the
                  Investor, upon thirty (30) days’ notice in writing to the Existing
                  Shareholder. The price payable shall be  calculated based on the
                  price of USD225 for each Conversion Share, such price compounded
                  at the
                  rate of 6% per annum with yearly rests, up to the date of exercise
                  of the
                  option, and at the discretion of the Existing Shareholder, may
                  be
                  satisfied by either cash or the issuance of shares in the Existing
                  Shareholder. The option shall be exercisable any time between 1
                  January
                  2011 and 31 December 2011 and subject to the following:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  share price of the Existing Shareholder’s shares is below USD2.25; or
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                due
                  to any reasons attributable to the Existing Shareholder, the Investor
                  is
                  unable to exercise its rights under the Put Agreement.
                  

              


      

       


      
        
          
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      12.           
        Duration and Termination

       

      Subject
        to the provisions of this Clause 12 and Clause 2.4, this Agreement shall
        take
        effect without limit in point of time.  If the Investor or the
        Existing Shareholder sells or transfers all of its shares in the Company
        or if
        the Investor redeems or exchanges all the RCPS to the shares in the Existing
        Shareholder, in accordance with the provisions of this Agreement or the Articles
        (to the extent not inconsistent with this Agreement) or the Put Agreement
        respectively, it shall be released from all of its rights and obligations
        under
        this Agreement and cease to be a party to this Agreement, and all obligations
        of
        that Party and all entitlements and requirements relating to that Party under
        this Agreement will cease.  If following any such sale, transfer,
        redemption or exchange, two or more parties continue to be bound by this
        Agreement, this Agreement shall continue in full force and effect as between
        those parties.

       

       

      13.           
        Previous Agreements and Prevalence of Agreement

       

      
        	
                13.1

              	
                This
                  Agreement and the documents referred to in its provisions are in
                  substitution for all previous agreements between all or any of
                  the parties
                  and contain the whole agreement between the parties relating to
                  the
                  subject matter of this Agreement. 

              


      

       

      
        	
                13.2

              	
                If,
                  during the continuance of this Agreement, there is any conflict
                  between
                  this Agreement and the Articles, the provisions of this Agreement
                  shall
                  prevail between the parties. In the event of such conflict arising,
                  the
                  parties shall procure and take all necessary steps including effecting
                  such alteration to the Articles as may be necessary to resolve
                  such
                  conflict. 

              


      

       

       

      14.           
        Remedy on an Event of Default

       

      
        	
                14.1

              	
                Each
                  of the following will be regarded as an Event of Default:
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                either
                  of the Shareholders committing a breach of its obligations under
                  this
                  Agreement and, in the case of a breach capable of remedy, failing
                  to
                  remedy the same within twenty one (21) days of being specifically
                  required
                  in writing so to do by the other Shareholder; or
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  distress, execution, sequestration or other process being levied
                  or
                  enforced upon or sued out against the property of any of the Shareholders
                  which is not discharged within ten (10) days; or
                  

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  encumbrancer taking possession of or a receiver or trustee being
                  appointed
                  over the whole or any part of the undertaking, property or assets
                  of any
                  of the Shareholders; or 

              


      

       

      
        	
                 

              	
                (d)

              	
                the
                  making of an order or the passing of a resolution for the winding
                  up of
                  any of the Shareholders, otherwise than for the purpose of a
                  reconstruction or amalgamation without insolvency or previously
                  approved
                  by the other Shareholder (such approval not to be unreasonably
                  withheld).
                  

              


      

       


      
        
          
               

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


       

      
        	
                14.2

              	
                In
                  the event of an Event of Default taking place,


              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  non-defaulting Shareholder shall be entitled to terminate this
                  Agreement;
                  or 

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  deadlock provisions referred to in clause 16 shall apply,
                  

              


      

       

      
        	
                 

              	
                without
                  prejudice to any rights or remedies the non-defaulting Shareholder
                  may
                  have against the defaulting Shareholder for any antecedent breach.
                  

              


      

       

      
        	
                14.3

              	
                Notwithstanding
                  any provision in this Agreement to the contrary, this Agreement
                  shall
                  remain in full force and effect for so long as shall be necessary
                  to
                  fulfil and give effect to the arrangements and undertakings contained
                  in
                  this Agreement. 

              


      

       

      
        	
                14.4

              	
                Termination
                  of this Agreement for any cause in accordance with the provisions
                  of this
                  Agreement shall not release any Shareholder from any liability
                  which at
                  the time of termination has already accrued to the other or which
                  thereafter may accrue in respect of any act or omission prior to
                  such
                  termination or which has accrued in consequence of this clause.
                  

              


      

       

       

      15.           
        Confidentiality

       

      Parties
        shall :

       

      
        	
                 

              	
                (a)

              	
                ensure
                  the confidentiality of this Agreement and the transactions contemplated
                  in
                  this Agreement; 

              


      

       

      (b)           
        not disclose any provision of this Agreement except :

       

      
        	
                 

              	
                (i)

              	
                where
                  required by law or any relevant governmental regulatory body or
                  competent
                  authority; 

              


      

       

      (ii)           
        to any financier or professional adviser acting for the party; or

       

      
        	
                 

              	
                (iii)

              	
                the
                  information is public knowledge otherwise than as a consequence
                  of breach
                  of this Clause. 

              


      

       

      
        	
                 

              	
                 The
                  Existing Shareholder and the Company are permitted to disclose
                  the names
                  of the Parties or make reference to the Parties contributions to
                  the
                  Company. For purposes deemed necessary for the furtherance of the
                  Business, the confidentiality obligation in this Agreement does
                  not cover
                  the names of the Parties and their respective interests in the
                  Company.
                  

              


      

       

      
        	
                 

              	
                This
                  restriction continues to apply after the expiration or sooner termination
                  of this Agreement without limit in point of time but ceases to
                  apply to
                  information or knowledge which may properly come into the public
                  domain
                  through no fault of the Party so restricted.


              


      

       


      
        
          
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      16.           
        Deadlock

       

       

      16.1           
        Disputes

       

      
        	
                 

              	
                If
                  the Shareholders or their respective representatives are unable
                  to reach
                  agreement in relation to any reserved matter provided for in Clause
                  7.4 or
                  there is an Event of Default pursuant to Clause 14 or otherwise
                  in
                  relation to any matter of material importance to the future conduct
                  of the
                  Business, the matter shall be referred in the first instance to
                  Alnoor
                  Shivji on behalf of the Existing Shareholder and to the Chief Executive
                  Officer of MTDC on behalf of the MTDC for resolution. Alnoor Shivji
                  and
                  the Chief Executive Officer of MTDC shall endeavour to resolve
                  any
                  disagreement in the best interest of the Company as a whole.
                  

              


      

       

       

      16.2           
        Artificial Deadlock

       

      
        	
                 

              	
                In
                  no circumstances shall any of the Shareholders create an artificial
                  deadlock for the purposes of this Clause 16. An artificial deadlock
                  shall
                  be a deadlock caused by any Shareholder voting against an issue
                  or
                  proposal in circumstances where the approval of the same is required
                  to
                  enable the Company to carry on the Business properly and efficiently.
                  

              


      

       

       

      17.           
        Further Assurance

       

      Each
        party shall execute and do all such documents and things as are necessary
        to
        carry this Agreement into effect or to give full effect to this
        Agreement.

       

      


      18.           
        Remedies

      If
        a
        Party does not comply with its obligations under this Agreement, the other
        Party
        is entitled to the remedy of specific performance and injunctive relief (as
        may
        be applicable), and monetary compensation by itself is not an adequate
        remedy.

       

      


      19.           
        Waiver and Variation

       

      19.1           
        Rights not affected

       

      The
        rights which each Party has under this Agreement shall not be prejudiced
        or
        restricted by any delay in exercising or failure to exercise any right or
        remedy
        under this Agreement.  Unless otherwise agreed in writing, no waiver
        by any party in respect of a breach shall operate as a waiver in respect
        of any
        subsequent breach.

       

       

      19.2           
        Cumulative rights and remedies

       

      The
        rights and remedies provided in this Agreement are in addition to, and do
        not
        exclude or limit, any rights or remedies provided by law.

       

       

      19.3           
        Variation

       

      This
        Agreement shall not be varied unless the variation is expressly agreed in
        writing by each Party.

       


      
        
          
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      20.           
        Severability

       

      If
        any
        provision of this Agreement is void or unenforceable, it shall be regarded
        as
        deleted from this Agreement, and the remaining provisions shall continue
        to
        apply.

       

       

      21.           
        Continuing Effect

       

      Notwithstanding
        the completion of the transaction contemplated in this Agreement, the provisions
        of this Agreement shall continue to survive or subsist so long as may be
        necessary for the purpose of giving effect to each of them.

       

       

      22.           
        Time

       

      Time
        wherever mentioned in this Agreement shall be of the essence of this
        Agreement.

       

       

      23.           
        Legal Relationship

       

      Nothing
        in this Agreement shall create, or be regarded as creating, a partnership
        or the
        relationship of employer and employee between the Parties. Neither Party
        has any
        authority to bind the other in any way.

       

       

      24.           
        Costs and Expenses

       

      The
        Existing Shareholder and/or the
        Company shall bear all fees, costs and expenses of the Investor’s solicitors in
        connection with this Agreement which shall not exceed RM10,000.

       

       

      25.           
        Assignment; Successors

       

       

      25.1           
        Assignment

       

      Parties
        may not assign or otherwise deal with its respective rights or benefits under
        this Agreement without the prior written consent of the other
        Parties.

       

       

      25.2           
        Successors and assigns

       

      This
        Agreement shall be binding upon the parties and their respective successors,
        permitted assigns and personal representatives.

       

       

      26.           
        Notices

       

      
        	
              	
                Without
                  affecting any other effective mode of service, any notice given
                  under this
                  Agreement : 

              


      

       


      
        
          
              | 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


       

      
        	
                 

              	
                (a)

              	
                must
                  be in writing and may be delivered personally or sent by registered
                  post
                  to the intended recipient at the address shown below or the address
                  last
                  notified by the intended recipient to the sender :
                  

              


      

       

      For
        the
        Investor :

       

      


       

      MTDC

       

      Level
        8-9, Menara Yayasan Tun Razak,

       

      Jalan
        Bukit Bintang,

       

      55100
        Kuala Lumpur

       

      Attn:
        Dato’ Azlin b. Alias

       

      Tel:
        03-2163 7571

       

      Fax:
        03-2163 7570

       

      


       

      For
        the
        Existing Shareholder:

       

      Wafergen
        Bio-Systems Inc

       

      Bayside
        Technology Center,

       

      46531
        Fremont Blvd,

       

      Fremont,
        CA 94538, USA

       

      Attn
        :
        Alnoor Shivji

       

      Tel
        : +1
        (510) 468-0546

       

      Fax
        : +1
        (510) 651-4599

       

      


       

      For
        the
        Company:

       

      Wafergen
        Biosystems (M) Sdn
        Bhd (formerly known as Global Dupleks Sdn Bhd)

       

      c/o
        Wafergen Bio-Systems Inc

       

      Bayside
        Technology Center,

       

      46531
        Fremont Blvd,

       

      Fremont,
        CA 94538, USA

       

      Attn
        :
        Alnoor Shivji

       

      Tel
        : +1
        (510) 468-0546

       

      Fax
        : +1
        (510) 651-4599

       

      
        	
                 

              	
                (b)

              	
                must
                  be signed; and 

              


      

       

      
        	
                 

              	
                (c)

              	
                will
                  be taken to be duly given or made :


              


      

       


      
        
          
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                (i)

              	
                (in
                  the case of delivery in person) when delivered, received or left
                  at the
                  above address; and 

              


      

       

      
        	
                 

              	
                (ii)

              	
                (in
                  the case of delivery by registered post) 48 hours after posting,
                  and in
                  proving service it shall only be necessary to prove that the communication
                  was contained in an envelop which was duly addressed and posted
                  in
                  accordance with this Clause, 

              


      

       

      
        	
                 

              	
                but
                  if delivery, receipt or service occurs, or will be taken to occur,
                  on a
                  day on which business is not generally carried on in the place
                  to which
                  the communication is sent or is later than 4 p.m. (local time)
                  it will be
                  taken to have been duly given or made at the commencement of business
                  on
                  the next day on which business is generally carried on in the place.
                  

              


      

       

       

      27.           
        Entire agreement

       

      This
        Agreement is the entire agreement between the Parties in respect of its subject
        matter and supersedes all previous agreements with respect to its subject
        matter.

       

       

      28.           
        Counterparts

       

      This
        Agreement may be executed in any number of counterparts, and all counterparts
        taken together constitute one and the same instrument.

       

       

      29.           
        Governing Law and Jurisdiction

       

      This
        Agreement is governed by the laws of Malaysia, and each party submits to
        the
        non-exclusive jurisdiction of the courts exercising jurisdiction in
        Malaysia.

       

      



      
        
          
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      SCHEDULE
        1

       

      


      Principal
        Terms of the
        RCPS

      


       

      1.           
        Subscription Price and par value

       

      The
        subscription price for each RCPS shall be Ringgit Malaysia equivalent to
        USD2.25
        calculated at the prevailing exchange rate on the on the date payment of
        the
        Subscription Price is effected .  Each RCPS shall have a par value of
        RM0.01.

       

       

      2.           
        Premium

       

      Each
        RCPS
        shall be issued at a premium being the difference between the Subscription
        Price
        and the par value of RM0.01.

       

       

      3.           
        Dividend Provision

       

      


      There
        is
        no specific dividend rate attached to the RCPS and the Company is not obliged
        to
        declare and pay any dividend while the Investor is holding the
        RCPS.

       

       

      4.           
        Liquidation Preference

       

      


      In
        the
        event of any liquidation, dissolution or winding up of the Company, the holders
        of the RCPS will be entitled to receive in preference to the holders of Shares,
        the relevant Subscription Price paid for the RCPS plus all accrued but unpaid
        dividends and dividends in arrears, if any.

       

       

      5.           
        Conversion

       

      Each
        holder of the RCPS will have the right, at the option of the holder at any
        time,
        to convert all or part of the RCPS into such number of Shares at a conversion
        ratio of one hundred-to-one (100 RCPS : 1 Share).

       

      The
        conversion is to be effected by way of consolidating the par value of every
        one
        hundred RCPS of RM0.01 each, into the total par value of RM1.00 of each
        Share.

       

      To
        effect
        the above conversion, a conversion notice shall be sent by the holder(s)
        of the
        RCPS to the Company not less than thirty (30) days before the intended date
        of
        conversion.  Such notice shall be in writing and shall fix the date
        and the time for the conversion.

       

      The
        Company may from time to time consult with, and make proposals to, the holder(s)
        of RCPS in relation to the exercise of the holder(s)’ entitlement to convert the
        RCPS.

       

      Completion
        of the conversion of the RCPS into Conversion Shares shall be effected at
        the
        registered office of the Company unless agreed otherwise by the holder(s)
        of the
        RCPS and the Company.  On the date fixed for conversion, the holder(s)
        of the RCPS shall deliver to the Company the share certificate(s) for the
        relevant RCPS in exchange for share certificates in relation to the relevant
        amount of Conversion Shares resulting from the conversion of those
        RCPS.  If any share certificate so

       


      
        
          
             
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      delivered
        to the Company relates to any RCPS which are not to be converted on that
        day, a
        fresh share certificate for those RCPS shall be immediately issued by the
        Company to such holder(s).

       

       

      6.           
        [Deleted]

       

       

      7.           
        Redemption Rights

       

      
        	
                 

              	
                The
                  holders of the RCPS may at any time after the Subsequent Closing
                  by giving
                  a thirty (30) day notice of redemption in such form as may be acceptable
                  to the Company (“Notice
                  of Redemption”), redeem any or all RCPS registered in the name of
                  the holder of the RCPS. The RCPS will be redeemable from funds
                  legally
                  available for distribution at a par value of RM0.01 with premium
                  equivalent to the difference between the Subscription Price and
                  the par
                  value of RM0.01 per RCPS  plus all accrued but unpaid dividends
                  and dividends in arrears, if any (“Redemption
                  Price”).   

              


      

       

      


      All
        redemption of the RCPS shall be effected at the registered office of the
        Company
        unless agreed otherwise by the holder(s) of the RCPS and the
        Company.  On the date fixed for redemption, the holder(s) of the RCPS
        shall deliver to the Company the share certificate(s) for the relevant RCPS
        in
        exchange for payment in cash (by way of bank draft or any other manner
        acceptable to the holder(s)) by the Company of the aggregate Redemption Price
        for the time being payable for those RCPS.  If any share certificate
        so delivered to the Company relates to any RCPS which are not to be redeemed
        on
        that day, a fresh share certificate for those RCPS shall be issued by the
        Company to such holder(s).

       

      No
        RCPS
        redeemed by the Company shall be capable of reissue.

       

       

      8.           
        Voting Rights

       

      


      The
        holder of the RCPS will be entitled to the voting rights as referred to in
        Section 148(2) of the Act.

       

       

      9.           
        Protective Provisions

       

      


      Without
        the approval of the holders of at least a majority of the RCPS, the Company
        will
        not take any action, whether by merger, consolidation or otherwise,
        that:

       

      
        	
                (a)  

              	
                effects
                  a sale, lease, license or other disposition of all or substantially
                  all of
                  the Company’s assets, property or business or
                  undertakings;

              


      

       

      
        	
                (b)  

              	
                effects
                  or enters into any agreement regarding any transaction, or series
                  of
                  transactions, which results in the holders of the RCPS prior to
                  the
                  transaction owning less than 50% of the voting power of the Company’s RCPS
                  after the transaction(s),

              


      

       

      
        	
                (c)  

              	
                alters
                  or changes the rights, preferences or privileges of the
                  RCPS,

              


      

       

      
        	
                (d)  

              	
                increases
                  or decreases the number of authorized the
                  RCPS,

              


      

       


      
        
          
             
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                (e)  

              	 


      

       

      
        	
                (f)  

              	
                authorises
                  the issuance of securities having a preference over or on a parity
                  with
                  the RCPS,

              


      

       

      
        	
                (g)  

              	
                changes
                  the number of directors,

              


      

       

      
        	
                (h)  

              	
                amends,
                  modifies or repeals the Memorandum of Association and/or Articles
                  of the
                  Company in a manner which adversely affects the holders of the
                  RCPS,

              


      

       

      
        	
                (i)  

              	
                effects
                  any recapitalization or reorganization, or any voluntary or involuntary
                  liquidation under applicable bankruptcy or reorganization legislation,
                  or
                  any dissolution, liquidation, or winding up of the
                  Company,

              


      

       

      
        	
                (j)  

              	
                declares
                  or pays dividends on or makes any distributions with respect to
                  any share
                  capital of the Company.

              


      

       

      For
        purposes of these protective provisions, any reference to the Company will
        be
        deemed to include any subsidiary of the Company.

       

       

      10.           
        No Variation

       

      The
        rights attached to the RCPS shall not be varied, modified or deleted unless
        in
        accordance with paragraph 9 above.

       

      


       

      [The
        remainder of this page is
        intentionally left blank]

       


      
        
          
             
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      SCHEDULE
        2

       

      


      Representations
        and Warranties

       

      1.           
        Representations and Warranties by the Investor

       

      The
        Investors warrant to the Company as follows.

       

      
        	
                 

              	
                1.1

              	
                Capacity
                  and
                  Authority

              


      

       

      The
        Investor is duly incorporated and validly exist under the laws of Malaysia
        and
        has the power to own its assets and carry on its business as now being
        conducted.

       

      
        	
                 

              	
                1.2

              	
                Power
                  to execute this
                  Agreement

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Investor has the right, power and authority, and have taken or
                  will take
                  all action necessary, to validly execute, deliver and exercise
                  its right,
                  and perform its obligations under this Agreement;
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                Other
                  than those set out in this Agreement, no other consent, approval,
                  authorization or other order of any court, regulatory body, administrative
                  agency or other order of any other governmental body is required
                  for the
                  execution and delivery by the Investor of this Agreement or the
                  performance by the Investor of the transactions contemplated under
                  this
                  Agreement; 

              


      

       

      
        	
                 

              	
                (c)

              	
                This
                  Agreement is a valid and binding obligation of the Investor and
                  is
                  enforceable against the Investor in accordance with its terms;
                  

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  execution, delivery and performance of this Agreement will not
                  violate any
                  judgment, order or decree to which the Investor are subject and
                  will not
                  be inconsistent with any constitutional documents or contracts
                  to which
                  the Investor are a party to or otherwise binding on the Investor;
                  and
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                There
                  is no action, proceeding, claim or investigation pending against
                  the
                  Investor before any court or administrative authority, which, if
                  determined against the Investor, may reasonably be expected to
                  have a
                  material adverse effect on the Investor’s ability to perform the
                  obligations hereunder. 

              


      

       

       

      
        	
                2.

              	
                Representations
                  and Warranties by the Existing Shareholder and the Company
                  

              


      

       

      
        	
                 

              	
                The
                  Existing Shareholder and the Company warrant to the Investor as
                  follows.
                  

              


      

       

      
        	
                 

              	
                2.1

              	
                Capacity
                  and
                  Authority

              


      

       

      The
        Company is duly incorporated and validly exists under the laws of Malaysia
        and
        has the power to own its assets and carry on the Business.

       

      
        	
                 

              	
                2.2

              	
                Power
                  to execute this
                  Agreement

              


      

       


      
        
          
               

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


       

      
        	
                 

              	
                (a)

              	
                The
                  Existing Shareholder and Company have the right, power and authority,
                  and
                  has taken or will take all action necessary, to validly execute,
                  deliver
                  and exercise its right, and perform its obligations under this
                  Agreement;
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                Other
                  than those set out in this Agreement, no other consent, approval,
                  authorization or other order of any court, regulatory body, administrative
                  agency or other order of any other governmental body is required
                  for the
                  execution and delivery by the Existing Shareholder and the Company
                  of this
                  Agreement or the performance by the Existing Shareholder and the
                  Company
                  of the transactions contemplated under this Agreement;
                  

              


      

       

      
        	
                 

              	
                (c)

              	
                This
                  Agreement is a valid and binding obligation of the Existing Shareholder
                  and the Company and after fulfillment of the conditions precedent
                  is
                  enforceable against the Existing Shareholder and the Company in
                  accordance
                  with its terms; 

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  execution, delivery and performance of this Agreement will not
                  violate any
                  judgment, order or decree to which the Existing Shareholder and
                  the
                  Company is subject and save as otherwise disclosed, will not be
                  inconsistent with any constitutional documents or contracts to
                  which the
                  Existing Shareholder and/or the Company is a party to or otherwise
                  binding
                  on the Existing Shareholder and/or the Company; and
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                There
                  is no action, proceeding, claim or investigation pending against
                  the
                  Existing Shareholder and/or the Company before any court or administrative
                  authority, which, if determined against the Existing Shareholder
                  and/or
                  the Company, may reasonably be expected to have a material adverse
                  effect
                  on the Existing Shareholder and the Company’s ability to perform the
                  obligations hereunder. 

              


      

       

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        remainder of this page is
        intentionally left blank]

       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


       

      SCHEDULE
        3

       

       

      Subscription
        Notice

       

      


       

      


       

      From
        :                                
Wafergen Biosystems (M) Sdn Bhd

       

      


       

      To
        :                      
[Investor]

       

      


       

      SHARE
        SUBSCRIPTION AND SHAREHOLDERS AGREEMENT DATED ** (“Subscription
        Agreement”)

       

      


       

      We
        refer to the Subscription Agreement
        made between yourselves, the Existing Shareholder, and us. Terms defined
        in the
        Subscription Agreement have the same meanings when used in this
        notice.

       

      We
        hereby give you notice, in
        accordance with the terms and conditions of the Subscription Agreement, of
        your
        required subscription for 444,444 of the RCPS at a total Subscription Price
        of
        USD1,000,000 (equivalent to RM ** based on the exchange rate as at **), such
        subscription to be completed on [date] at [time], being the [Initial
        Closing/Subsequent Closing] (delete whichever is not
        applicable).

       

      


       

      Dated
        :

       

      


       

      Yours
        faithfully

       

      For
        and
        on behalf of

       

      Wafergen
        Biosystems (M) Sdn Bhd

       

      


       

      By:
        

       

      


       

      Name:
        

       

      


       

      Title:
        

       


      
        
          
             
              | 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


       

      


       

       

      Execution

       

      Executed
        as an Agreement.

      


      


      
        	
                
                

                Signed
                  for and on behalf of WaferGen Bio-systems,
                  Inc (WGBS.OB) in the presence of:

                
                

                
                

                
                

                
                

                
                

              	 	 
	 /s/
                Nazri Bin Said	 	 /s/
                Alnoor Shivji
	
                
                

                Witness

              	 	
                
                

                Signatory

              
	
                
                

                Name:
                  Nazri Bin Said

              	 	
                
                

                Name:
                  Alnoor Shivji 

              
	
                
                

                NRIC
                  No: 550571025665

              	 	
                
                

                Designation:
                  CEO

              
	 	 	
                
                

                NRIC
                  No:

              


      

      


      


      


      
        	
                
                

                Signed
                  for and on behalf of Malaysian Technology
                  Development Corporation Sdn Bhd (Company No 235796-U) in the
                  presence of:

                
                

                
                

                
                

                
                

                
                

              	 	 
	 /s/
                Mohdazmi Mahd Lila	 	 /s/
                Azlin Alias
	
                
                

                Witness

              	 	
                
                

                Signatory

              
	
                
                

                Name:
                  Mohdazmi Mahd Lila

              	 	
                
                

                Name:
                  Azlin Alias

              
	
                
                

                NRIC
                  No: 641209-11-5213

              	 	
                
                

                Designation:
                  CEO

              
	 	 	
                
                

                NRIC
                  No: 671012-10-5297

              


      

      



      
        
          
             
              | 

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      


      


      
        	
                
                

                Signed
                  for and on behalf of Wafergen Biosystems
                  (M) Sdn Bhd
                  (formerly known as Global Dupleks Sdn Bhd) (Company
                  No 795066-H)
                  in the presence of:

                
                

                
                

                
                

                
                

                
                

              	 	 
	 /s/
                Nazri Bin Said        	 	 /s/
                Alnoor Shivji
	
                
                

                Witness

              	 	
                
                

                Signatory

              
	
                
                

                Name:
                  Nazri Bin Said

              	 	
                
                

                Name:
                  Alnoor Shivji

              
	
                
                

                NRIC
                  No: 550571025665

              	 	
                
                

                Designation:
                  CEO

              
	 	 	
                
                

                NRIC
                  No: