DATED 1 JULY 2006
AMENDMENT NO. 1 TO
IN CONNECTION WITH THE DELIVERY OF ORDINARY SHARES IN THE SHARE CAPITAL OF
PURSUANT TO CONVERTIBLE NOTES DUE 2026 ISSUED BY
QIAGEN EURO FINANCE (LUXEMBOURG) S.A.
Hereby agree as follows:
Article 1 — Amendment.
Article 2. — Miscellaneous.
This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The Company and
the Issuer each agrees that any judicial proceedings instituted in relation to any matter arising under this Amendment or the
Original Agreement or the Securities (as defined in the Original Agreement) may be brought in any United States federal or
New York State court sitting in the Borough of Manhattan, The City of New York, New York to the extent that such court has
subject matter jurisdiction over the controversy, and the Company and the Issuer each hereby irrevocably accepts, generally
and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably
agrees to be bound by any judgment rendered in such proceeding.
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IN WITNESS WHEREOF , this Amendment is signed as of the date first written above.
1. QIAGEN N.V. , a limited liability company organised under the laws of the Netherlands, established in Venlo, hereinafter
referred to as: the “ Company ”;
2. QIAGEN EURO FINANCE (LUXEMBOURG) S.A. , a corporation organised under the laws of the Grand-Duchy of
Luxembourg, with its registered office in Luxembourg-City, hereinafter referred to as: the “ Issuer ”,
the Issuer and the Company, on or about May 8, 2006, entered into an Agreement in connection with the delivery of
ordinary shares in the share capital of the Company pursuant to convertible notes due 2026 issued by the Issuer (the “
Original Agreement ”); and
(ii) The Issuer and the Company