Unassociated Document







 







 


 



	
Dated:  

	
September 30, 2011







 



	
To:

	
WaferGen Bio-systems, Inc.








	
  

	
7400 Paseo Padre Parkway








	
  

	
Fremont, CA  94555








	
  

	
Attention:  Don Huffman, Chief Financial Officer







 


Dear Don,


 


Reference is made to that certain letter agreement (the “Letter Agreement”), dated May 27, 2011, from the Investors who have executed the signature pages thereto (collectively, the “Investors”) and certain other undersigned individuals (collectively, the “Management Members”) to WaferGen Bio-systems, Inc. (the “Company”).


 


Subject to the Company’s agreement hereto by its execution of this letter below where indicated, the Investors and the Management Members agree with each other and the Company that the Letter Agreement shall be terminated, effective as of the date hereof.







The parties hereto agree that in case, at any time after the date hereof, any further action is necessary or desirable to carry out the purposes and intent of this letter, the parties will take such further action as any party or parties may reasonably request.  This letter may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this letter, and any telecopy or other facsimile transmission of any signature shall be deemed an original.  This letter shall be binding upon each party’s successors and assigns.


 




  





  











  






 


Please confirm your agreement with the foregoing by signing and returning to Great Point Partners, LLC the duplicate copy of this letter agreement enclosed herewith.


 


 







	 	Very truly yours,	 
	 	 	 
	 	 	 
	 	INVESTORS:	 
	 	 	 
	 	





Great Point Partners, LLC





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin  	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 








	 	



BIOMEDICAL VALUE FUND, L.P.


By:  Great Point Partners, LLC, its investment manager



	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 






	 	





BIOMEDICAL INSTITUTIONAL VALUE FUND, L.P.


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 








	 	





BIOMEDICAL OFFSHORE VALUE FUND, LTD.


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 




  





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WS INVESTMENTS III, LLC


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 









 

























	 	





DAVID J. MORRISON


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 








	 	





CLASS D SERIES OF GEF-PS, L.P.


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Managing Director	 













 







	 	





LYRICAL MULTI-MANAGER FUND, L.P.


By:  Great Point Partners, LLC, its investment manager





	 
	 	 	 	 
	
 

	
By: 

	/s/ David E. Kroin 	 
	 	 	Name:	David E. Kroin	 
	 	 	Title:	Title:  Managing Director	 















 




  





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DEERFIELD SPECIAL SITUATION FUND, L.P.



	 
	 	By: 	Deerfield Capital, L.P.	 
	 	 	General Partner	 
	 	 	By: 	J.E. Flynn Capital, LLC	 
	 	 	 	General Partner	 
	 	 	 	 
	
 

	 	 	

By: 

	/s/ James E. Flynn	 
	 	 	 	 	Name:	James E. Flynn	 
	 	 	 	 	Title:	President	 
	 	 	 	 















	 	



DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED



	 
	 	 	 	 
	
 

	
By: 

	/s/ James E. Flynn	 
	 	 	Name:	James E. Flynn	 
	 	 	Title:	Director	 
	 	 	 	 







 





	 	





DEERFIELD PRIVATE DESIGN FUND II, L.P.





	 
	 	By: 	Deerfield Capital, L.P.	 
	 	 	General Partner	 
	 	 	By: 	J.E. Flynn Capital, LLC	 
	 	 	 	General Partner	 
	 	 	 	 
	
 

	 	 	

By: 

	/s/ James E. Flynn	 
	 	 	 	 	Name:	James E. Flynn	 
	 	 	 	 	Title:	President	 
	 	 	 	 












	 	



DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.



	 
	 	By: 	Deerfield Capital, L.P.	 
	 	 	General Partner	 
	 	 	By: 	J.E. Flynn Capital, LLC	 
	 	 	 	General Partner	 
	 	 	 	 
	
 

	 	 	

By: 

	/s/ James E. Flynn	 
	 	 	 	 	Name:	James E. Flynn	 
	 	 	 	 	Title:	President	 
	 	 	 	 









 




  





4











  






 























	 	



THE SHIVJI FAMILY TRUST DATED JUNE 12, 2000



	 
	 	 	 	 
	
 

	
By: 

	/s/ Alnoor Shivji 	 
	 	 	Name:	Alnoor Shivji	 
	 	 	Title:	Trustee	 
	 	 	 	 


















  





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COMPANY MANAGEMENT:





	 
	 	 	 	 
	
 

	
 

	/s/ Alnoor Shivji	 
	 	 	Name:	Alnoor Shivji	 
	 	 	 	 	 











 










	
 

	
 

	/s/ Robert Coradini    	 
	 	 	Name:	Robert Coradini	 
	 	 	 	 	 











 













	
 

	
 

	/s/ Robert Hariri  	 
	 	 	Name:	Dr. Robert J. Hariri	 
	 	 	 	 	 











 















	
 

	
 

	/s/ Dean Hautamaki  	 
	 	 	Name:	Dr. R. Dean Hautamaki	 
	 	 	 	 	 











 















	
 

	
 

	/s/ Makoto Kaneshiro  	 
	 	 	Name:	Makoto Kaneshiro	 
	 	 	 	 	 











 















	
 

	
 

	/s/ Joel Kanter	 
	 	 	Name:	Joel Kanter	 
	 	 	 	 	 











 















	
 

	
 

	/s/ Timothy Triche	 
	 	 	Name:	Dr. Timothy Triche	 
	 	 	 	 	 











 











 






	





Accepted and agreed:


WaferGen Bio-systems, Inc.





	 
	 	 	 
	
By: 

	/s/ Alnoor Shivji 	 
	 	Name:	Alnoor Shivji	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	cc:  	Morrison & Foerster LLP	 
	 	 	425 Market Street	 
	 	 	San Francisco, CA  94105	 
	 	 	Attention:  John M. Rafferty, Esq.	 


















  





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