exhibit10-4.htm


    


      EXHIBIT
10.4

      


      


      


       

                                      Dated  3
April, 2009

       

                                      Between

       

                                      Wafergen Biosystems
(M) Sdn Bhd

       

                                      and

       

                                      Wafergen Bio-Systems
Inc

       

                                      and

       

                                      Prima Mahawangsa Sdn
Bhd

       

                                      and

       

                                      Expedient Equity
Ventures Sdn Bhd

       

                                      and

       

                                      Malaysian Technology
Development Corporation Sdn Bhd

      
                                          

         

                                            Deed of
Adherence

      

      
                                                        To the Share
Subscription and Shareholders’ Agreement dated 8 May 2008

      

      
        


      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Contents

       

                                                             

      
        
          	 	 Recitals................................................................................................................................................................................................................................................	 1
	 	 1.	
                    Interpretation.............................................................................................................................................................................................................

                	 2
	 	 2. 	  Adherence...................................................................................................................................................................................................................	 2
	 	 3. 	  Amendment
      to the Shareholders'
      Agreement.....................................................................................................................................................	 3
	 	 4. 	  Share
      Capital.............................................................................................................................................................................................................	 8
	 	 5. 	  Amendments
      and
      Waiver.........................................................................................................................................................................................	 9
	 	 6. 	  Prevalence
      of
      Agreement.........................................................................................................................................................................................	 9
	 	 7. 	  Notices.........................................................................................................................................................................................................................	 9
	 	 8. 	  Costs............................................................................................................................................................................................................................	 10
	 	 9. 	  Governing
      law............................................................................................................................................................................................................	 10
	 	 Schedule..............................................................................................................................................................................................................................................	 11
	 	 	1. 	 Subscription
      Price and par
      value.......................................................................................................................................................	 11
	 	 	2. 	
                   Premium.................................................................................................................................................................................................

                	 11
	 	 	3. 	 Dividend
      Provision..............................................................................................................................................................................	 11
	 	 	4. 	 Liquidation
      Preference........................................................................................................................................................................	 11
	 	 	5. 	 Conversion...........................................................................................................................................................................................	 11
	 	 	6. 	 [Deleted]................................................................................................................................................................................................	 13
	 	 	7. 	 Redemption
      Rights..............................................................................................................................................................................	 13
	 	 	8. 	 Voting
      Rights.......................................................................................................................................................................................	 13
	 	 	9. 	 Protective
      Provisions..........................................................................................................................................................................	 13
	 	 	10. 	 No
      Variation..........................................................................................................................................................................................	 14
	 	 Execution.............................................................................................................................................................................................................................................	 15
	 	 	 	 	 


        

         

      

       

      
 


      
        
          
             |


          

           


        

        
           


          
            

          

        

        
           


        

      


      This Deed
is made on April 3, 2009 between:

       

      
        	
                (1)  

              	
                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”);
      and

              


      

       

      
        
        

      

      
        	
                (2)  

              	
                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 (“Wafergen US”);
      and

              


      

       

      
        
        

      

      
        	
                (3)  

              	
                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

              


      

       

      
        
        

      

      
        	
                (4)  

              	
                Prima
      Mahawangsa Sdn Bhd (Company No. 833152-M), a company incorporated in
      Malaysia with a registered address at 5th Floor, Bangunan CIMB, Jalan
      Semantan, Damansara Heights , 50490 Kuala Lumpur (“PMSB”);and

              


      

       

      
        
        

      

      
        	
                (5)  

              	
                Expedient
      Equity Ventures Sdn Bhd (Company No 780509-U)), a company incorporated in
      Malaysia with a registered address at Level 11, Menara Bank Pembangunan,
      1016, Bandar Wawasan, Jalan Sultan Ismail, 50300, Kuala Lumpur (“EEV”);

              


      

       

      
        	
                 
      

              	
                (PMSB
      and EEV are collectively referred to as “Acceding Parties”, and
      the Company, Wafergen US, MTDC and the Acceding Parties are collectively
      referred to as “Parties”) and each as a
      “Party”).

              


      

       

       

      Recitals

       

      
        	
                A)  

              	
                Pursuant
      to a Share Subscription and Shareholders’ Agreement dated 8 May 2008
      between the Company, Wafergen US and MTDC (“Shareholders’
      Agreement”), MTDC agreed to subscribe for redeemable convertible
      preference shares in the Company and the Company, Wafergen US and MTDC
      agreed to regulate the affairs and their relationship in the Company in
      accordance with the Shareholders’
Agreement.

              


      

       

      
        	
                B)  

              	
                Pursuant
      to a subscription agreement
      dated                                                                                                                     
      2009 between the Company, Wafergen US, PMSB and EEV, (“Subscription
      Agreement”), the Acceding Parties agreed to subscribe for 666,666
      redeemable convertible preference shares of RM0.01 each in the capital of
      the Company (“Series B
      RCPS”) pursuant to the terms and conditions of the Subscription
      Agreement.

              


      

       

      
        	
                C)  

              	
                Under
      the Shareholders’ Agreement the Parties may enter into a deed of adherence
      by and amongst themselves to include additional subscribers for the
      redeemable convertible preference shares of the
  Company.

              


      

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


       

      
        	
                D)  

              	
                PMSB
      and EEV agree to enter into this deed of adherence with the Parties and to
      accede to the terms and conditions of the Shareholders’ Agreement and
      hereinafter appearing.

              


      

       

      
        	
                E)  

              	
                This
      Deed is conditional upon and shall only be effective against PMSB and EEV
      respectively upon completion of the PMSB Initial Closing and EEV Initial
      Closing (both as defined in the Subscription Agreement), pursuant to the
      Subscription Agreement.

              


      

       

      It
is agreed as follows:

       

      1.           Interpretation

       

      Words
and/or expressions defined in the Shareholders’ Agreement and Subscription
Agreement shall, unless the context otherwise indicates, have the same meanings
when used in this Deed.

       

       

      2.           Adherence

       

      
        	
                2.1

              	
                In
      consideration of PMSB agreeing to enter into this Deed, the Parties agree
      that, with effect from the date PMSB subscribes for the Series B RCPS in
      the Company (“PMSB
      Effective Date”),
      the following shall apply:

              


      

       

      
        	 	
                a)  

              	
                PMSB
      undertakes to the other Parties that PMSB shall be bound by and perform
      the obligations under the Shareholders’ Agreement as if PMSB is a party to
      the Shareholders’ Agreement (other than clauses 2, 3, 4, 5 and
      11);

              


      

       

      
        	
                 
      

              	
                b)

              	
                PMSB
      adheres and accedes to the Shareholders’ Agreement and PMSB shall be bound
      by the provisions of the Shareholders’ Agreement and shall be entitled to
      rights as if PMSB is a party to the Shareholders’ Agreement (other than
      clauses 2, 3, 4, 5 and 11); and

              


      

       

      
        	
                 
      

              	
                c)

              	
                PMSB
      becomes an “Investor” for the purposes of the Shareholders’ Agreement
      (other than clauses 2, 3, 4, 5 and
11).

              


      

       

      
        	
                2.2

              	
                In
      consideration of EEV agreeing to enter into this Deed, the Parties agree
      that, with effect from the date EEV subscribes for the Series B RCPS in
      the Company (“EEV
      Effective Date”),
      the following shall apply:

              


      

       

      
        	 	
                a)  

              	
                EEV
      undertakes to the other Parties that EEV shall be bound by and perform the
      obligations under the Shareholders’ Agreement as if EEV is a party to the
      Shareholders’ Agreement (other than clauses 2, 3, 4, 5 and
      11);

              


      

       

      
        	
                 
      

              	
                b)

              	
                EEV
      adheres and accedes to the Shareholders’ Agreement and EEV shall be bound
      by the provisions of the Shareholders’ Agreement and shall  be
      entitled to rights as if EEV is a party to the Shareholders’ Agreement
      (other than clauses 2, 3, 4, 5 and 11);
and

              


      

       

      
        	
                 
      

              	
                c)

              	
                EEV
      becomes an “Investor” for the purposes of the Shareholders’ Agreement
      (other than clauses 2, 3, 4, 5 and
11).

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


       

       

      3.           Amendment
to the Shareholders’ Agreement

       

      
        	
                3.1

              	
                The
      Shareholders’ Agreement is amended as follows with effect from the date of
      this Deed :

              


      

      


      
        	
                3.1.1  

              	
                to
      insert “PMSB” as a new definition in clause 1.1 of the Shareholders’
      Agreement as follows:

              


      

      


      “means
Commerce Agro Ventures Sdn Bhd (Company No 702700-W) a company incorporated in
Malaysia with a registered office at No. 6, Commerce House, 22-24, Jalan Sri
Semantan Satu, Damansara Heights, 50490, Kuala Lumpur, Malaysia)”

      


      
        	
                3.1.2  

              	
                to
      insert “EEV” as a new definition in clause 1.1 of the Shareholders’
      Agreement as follows:

              


      

      


      “means
Expedient Equity Ventures Sdn Bhd (Company No 780509-U) a company incorporated
in Malaysia with a registered office at Level 11, Menara Bank Pembangunan, 1016,
Bandar Wawasan, Jalan Sultan Ismail, 50300, Kuala Lumpur”

      


      
        	
                3.1.3  

              	
                to
      insert “Series B RCPS” as a new definition in clause 1.1 of the
      Shareholders’ Agreement as follows:

              


      

      


      “means
Series B Redeemable Convertible Preference Shares of the Company with principal
terms as set out in Schedule 4”

      


      
        	
                3.1.4  

              	
                to
      insert “Put Agreement” as a new definition in clause 1.1 of the
      Shareholders’ Agreement as follows:

              


      

      


      “means a
put agreement entered into by MTDC with the Existing Shareholder pursuant to
this Agreement or pursuant to a subscription agreement with the
Company”

      


      
        	
                3.1.5  

              	
                the
      defined term of “RCPS” in clause 1.1 of the Shareholders’ Agreement and
      all references to “RCPS” in the Shareholders’ Agreement (other than
      clauses 9 and 12) are amended to “Series A
  RCPS”;

              


      

      


      
        	
                3.1.6  

              	
                to
      insert “RCPS” as a new definition in clause 1.1 of the Shareholders’
      Agreement as follows:

              


      

      


      “means
the Series A RCPS and/or the Series B RCPS”

      


      
        	
                3.1.7  

              	
                to
      delete the words “of the Shareholders” in the first line of clauses 7.1
      and 7.2 of the Shareholders’
Agreement.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      
        	
                3.1.8  

              	
                all
      references to “Shareholders” and “Shareholder” in clause 7 of the
      Shareholders’ Agreement are amended to “holders of the
      Shares”.

              


      

      


      
        	
                3.1.9  

              	
                to
      insert as clause 9.1 (vii) of the Shareholders’ Agreement the
      following:

              


      

      


      
        	
                 
      

              	
                “any
      issue of new Shares to the Existing Shareholder for consideration in cash
      or in kind of up to 1,000,000 Shares, in addition to the initial share
      capital provided for in Clauses 3.1 and 3.2 and for the avoidance of
      doubt, any such consideration in kind may comprise capitalization of the
      value (or part of the value) of intellectual property or other rights
      granted or undertakings pursuant to the product licensing agreement
      between the Existing Shareholder and the Company based on the valuation of
      USD10,000,000 agreed by the
parties.”

              


      

      


      
        	
                3.1.10  

              	
                to
      replace Section 4 in Schedule 1 (Principal Terms of the Series A RCPS) of
      the Shareholders’ Agreement as
follows:

              


      

      


      “In the
event of any liquidation, dissolution or winding up of the Company, the holders
of the Series A RCPS will be entitled to receive only in preference to the
holders of Shares, and not the Series B RCPS (which rank pari passu for the
purposes of this provision), the relevant Subscription Price paid for the Series
A RCPS plus all accrued but unpaid dividends and dividends in arrears, if
any.”

      


      
        	
                3.1.11  

              	
                to
      insert the “Principal Terms of the Series B RCPS” as Schedule 4 to the
      Shareholders Agreement as appearing in the Schedule to this
      Deed.

              


      

      


      
        	
                3.2

              	
                The
      Shareholders’ Agreement is amended as follows with effect from the date of
      completion of the PMSB Initial
Closing:

              


      

      


      
        	
                                    
       3.2.1 

              	
                the
      definition of “Investor” in clause 1.1 of the Shareholders’ Agreement is
      amended to include  PMSB;

              


      

      


      
        	
                                      3.2.2

              	
                the
      definition of “Parties” in clause 1.1 of the Shareholders’ Agreement is
      amended to include  PMSB;

              


      

      


      
        	
                3.2.3  

              	
                to
      amend the first paragraph of clause 6.1 of the Shareholders’ Agreement as
      follows:

              


      

      


      “The
Board shall comprise 7 directors of which:”

      


      
        	
                3.2.4  

              	
                to
      insert after clause 6.1(b) of the Shareholders’ Agreement the
      following:

              


      

      


      
        	
                 
      

              	
                “(c)

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

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      


      
        	
                3.2.5  

              	
                to
      insert after the fourth paragraph in clause 6.1 of the Shareholders’
      Agreement as follows:

              


      

      


      


      “The
right of appointment of the Series B Director shall include the right for PMSB
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 B Director.  Upon PMSB ceasing to be a shareholder in the
Company, PMSB shall simultaneously procure the resignation of the Series B
Director. The Series B Director may not be removed by the Existing Shareholder
or any other party except when PMSB ceases to be a shareholder in the
Company.  Any appointment or removal of the Series B Director by PMSB
shall be made in writing and shall be delivered to the registered office of the
Company.”

      


      
        	
                3.2.6  

              	
                to
      replace the first paragraph in clause 6.2 of the Shareholders’ Agreement
      as follows:

              


      

      


      “The
quorum at all meetings shall be at least four (4) Directors and must include one
Series A Director (or his alternate) and one Series B 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 three (3)
Directors.”

      


      
        	
                3.2.7  

              	
                to
      insert at the end of the first sentence of paragraph 1 in clause 6.3 of
      the Shareholders’ Agreement as
follows:

              


      

      


      “and at
least one vote from a Series B Director”.

      


      
        	
                3.2.8  

              	
                to
      replace paragraph 1 in clause 6.8 of the Shareholders’ Agreement as
      follows:

              


      

      


      “The
parties acknowledge that as the Series A Director is a nominee of MTDC and that
the Series B Director is a nominee of PMSB, the Series A Director and the Series
B 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 PMSB and their shareholders respectively and that the Series A Director
may take advice and obtain instructions from MTDC whereas the Series B Director
may take advice and obtain instructions from PMSB.”

      


      
        	
                3.2.9  

              	
                to
      insert after “Series A Director” in paragraph 2 of clause 6.8 of the
      Shareholders’ Agreement as follows:

              


      

      


      “and
Series B Director”


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      
        	
                3.3

              	
                The
      Shareholders’ Agreement is amended as follows with effect from the date of
      completion of the EEV Initial
Closing:

              


      

      


      


      
        	
                                     
      3.3.1

              	
                the
      definition of “Investor” in clause 1.1 of the Shareholders’ Agreement is
      amended to include  EEV;

              


      

      


      
        	
                                     
      3.3.2

              	
                the
      definition of “Parties” in clause 1.1 of the Shareholders’ Agreement is
      amended to include  EEV;

              


      

      


      
        	
                                     
      3.3.3

              	
                to
      insert after the third paragraph in clause 6.2 of the Shareholders’
      Agreement as follows:

              


      

      


      
        	
                 
      

              	
                “EEV
      shall be granted the right for one of its representatives to observe and
      to attend at least 75% of the meetings in a
  year.”

              


      

      


      
        	
                3.4

              	
                The
      Shareholders’ Agreement is amended as follows with effect from the date of
      completion of the PMSB Initial Closing or EEV Initial Closing (whichever
      is earlier):

              


      

      


      
        	
                3.4.1  

              	
                to
      replace Section 5 in Schedule 1 (Principal Terms of the Series A RCPS) of
      the Shareholders’ Agreement as
follows:

              


      

      


      “Each
holder of the Series A RCPS will have the right, at the option of the holder at
any time, to convert all or part of the Series A RCPS into such number of Shares
as may be determined in accordance with the following formula:

       

       

      
         

        
          	 	
                   A

                	
                  x

                	 Total Number
      of	
                  +

                	 Total Number
      of RCPS	
                  =

                	 N
	 	
                   A + B + USD10
      million 

                	 	 RCPS
      subscribed	 	 subscribed by
      all other 	 	 
	 	 	 	 by the
      holder	 	 holders (past
      and present)	 	 
	 	 	 	 of
    RCPS	 	 	 	 


        

        
 

      

      
        	
                 
      

              	
                A

              	
                represents
      the aggregate original investment amount in USD (comprising the
      subscription moneys paid to the Company for subscription for RCPS) of the
      holder in the Company

              


      

      


      
        	
                 
      

              	
                B

              	
                represents
      the aggregate original investment amount in USD (comprising the
      subscription moneys paid to the Company for subscription for RCPS) of all
      other holders (past and present) of RCPS in the
  Company

              


      

      


      The
conversion is to be effected by and subject to the redemption of the Series A
RCPS from funds legally available for distribution at the redemption price of
USD2.25 per Series A RCPS and the issuance of such number of new Shares to the
holder with the issue price based on the following formula:


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


       

      
        	           Issue price per
      Share 	
                =

              	
                A

              	 
	 	 	
                N

              	 


      

                            

      and
applying the redemption monies towards such issue price.

      


      PROVIDED
THAT

      


      
        	
                (i)  

              	
                where
      N includes any fractions, N is to be rounded downwards to the nearest
      whole number

              


      

      


      
        	
                (ii)  

              	
                where
      the number of new Shares to be issued includes any fractions, such number
      of new Shares is to be rounded downwards to the nearest whole
      number

              


      

      


      
        	
                (iii)  

              	
                where
      the issue price includes any fractions of sen, the issue price is to be
      rounded downwards to the nearest
sen

              


      

      


      For the
purposes of this provision:

      


      
        	
                (a)  

              	
                the
      amount in USD of the investment amount is based on the value in USD of the
      subscription moneys as at the respective date(s) of the relevant
      subscription(s).

              


      

      


      
        	
                (b)  

              	
                for
      the avoidance of doubt, where any RCPS has been held by more than one
      holder, such RCPS and investment amount in relation to the RCPS, is to be
      counted only once.

              


      

      


      To effect
the above conversion, a conversion notice shall be sent by the holder(s) of the
Series A 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 Series A RCPS in relation to the exercise of the holder(s)’ entitlement to
convert the Series A RCPS.

       

      Completion
of the conversion of the Series A RCPS into Conversion Shares shall be effected
at the registered office of the Company unless agreed otherwise by the holder(s)
of the Series A RCPS and the Company.  On the date fixed for
conversion, the holder(s) of the Series A RCPS shall deliver to the Company the
share certificate(s) for the relevant Series A RCPS in exchange for share
certificates in relation to the relevant amount of Conversion Shares resulting
from the conversion of those Series A RCPS.  If any share certificate
so delivered to the Company relates to any Series A RCPS which are not to be
converted on that day, a fresh share certificate for those Series A RCPS shall
be immediately issued by the Company to such holder(s).”

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      
        	
                3.4.2  

              	
                to
      replace Section 7 in Schedule 1 (Principal Terms of the Series A RCPS) of
      the Shareholders’ Agreement as
follows:

              


      

      


      
        	
                 
      

              	
                “The
      holders of the Series A RCPS may at any time after 31 December 2011,
      subject to the completion of the PMSB Subsequent Closing or EEV Subsequent
      Closing (where relevant), 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 Series A RCPS registered in the name of the holder of
      the Series A RCPS. The RCPS will be redeemable from funds legally
      available for distribution at the redemption price (“Redemption Price”) which
      comprises a par value of RM0.01 with redemption premium equivalent to the
      difference between (i) the aggregate of the Subscription Price and such
      price multiplied at the rate of 20% per annum prorated by day, up to the
      date of the redemption based on a 365-days year (and without any
      compounding or addition to the principal Subscription Price) and (ii) the
      par value of RM0.01 per Series A RCPS plus all accrued but unpaid
      dividends and dividends in arrears, if any.   

              


      

       

      All
redemption of the Series A RCPS shall be effected at the registered office of
the Company unless agreed otherwise by the holder(s) of the Series A RCPS and
the Company.  On the date fixed for redemption, the holder(s) of the
Series A RCPS shall deliver to the Company the share certificate(s) for the
relevant Series A 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 Series A
RCPS.  If any share certificate so delivered to the Company relates to
any Series A RCPS which are not to be redeemed on that day, a fresh share
certificate for those Series A RCPS shall be issued by the Company to such
holder(s).

       

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

       

      
        	
                3.4.3  

              	
                to
      replace Section 9(a) in Schedule 1 (Principal Terms of the Series A RCPS)
      of the Shareholders’ Agreement as
follows:

              


      

      


      “effects
a sale, lease, license or other disposition of all or substantially all of the
Company’s assets, property or business or undertakings in excess of
RM250,000.00”

       

      4.           Share
Capital

       

      The
shares in the Company to be subscribed pursuant to and subject to the
Shareholders’ Agreement and the Subscription Agreement are as
follows.

       

      
        	
                Shareholder

              	
                Type
      of shares

              	
                Number
      of shares to be subscribed

              
	
                Initial
      Closing/PMSB Initial Closing/ EEV Initial Closing

              	
                Subsequent
      Closing Closing/PMSB Subsequent Closing /EEV Subsequent
      Closing

              	
                Total

              
	
                Existing
      Shareholder

              	
                Shares

              	
                300,000

              	 
      	
                300,000

              
	 
      	 
      	 
      	 
      	 
      
	
                MTDC

              	
                Series
      A RCPS

              	
                444,444

              	
                444,444

              	
                888,888

              
	 
      	 
      	 
      	 
      	 
      
	
                PMSB

              	
                Series
      B RCPS

              	
                222,222

              	
                222,222

              	
                444,444

              
	 
      	 
      	 
      	 
      	 
      
	
                EEV

              	
                Series
      B RCPS

              	
                111,111

              	
                111,111

              	
                222,222

              


      

       

      5.           Amendments
and Waiver

       

      
        	
                5.1

              	
                The
      Parties shall take immediate steps to amend and/or to procure the
      amendment of the Articles so as to conform the Articles to the provisions
      of this Deed in relation to the principal terms of the Series A RCPS and
      the Series B RCPS.

              


      

       

      
        	
                5.2

              	
                Both
      the Existing Shareholder and MTDC agree to execute and do and procure all
      other necessary persons or companies, if any, to execute and do all such
      further deed, issuance, acts and things as may be required to give full
      effect to the terms and conditions of this Deed, including but not limited
      to amending the Articles and assisting with the satisfaction of the
      conditions precedent in the Subscription Agreement, where
      applicable.

              


      

      


      
        	
                5.3

              	
                Both
      the Existing Shareholder and MTDC irrevocably confirm their waiver of all
      rights of pre-emption whatsoever that they may have in connection with the
      issue and conversion of the Series B RCPS to PMSB and EEV pursuant to the
      terms of the Subscription Agreement, the Shareholders’ Agreement and this
      Deed.

              


      

      


      
        	
                5.4

              	
                Both
      PMSB and EEV also irrevocably confirm their waiver of all rights of
      pre-emption whatsoever that they may have in connection with the issue and
      conversion of the Series A RCPS to MTDC pursuant to the terms of the
      Shareholders’ Agreement and this
Deed.

              


      

       

      6.           Prevalence
of Agreement

       

      
        	
                6.1

              	
                If,
      during the continuance of this Deed, there is any conflict between this
      Deed and the Articles, the provisions of this Deed 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.

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


       

       

      7.           Notices

       

      For the
purposes of Clause 26 of the Shareholders’ Agreement, the addresses for all
notices given thereunder to PMSB and EEV shall be as follows:

       

      PMSB

       

      5th
Floor, Bangunan CIMB,

       

      Jalan
Semantan, Damansara Heights,

       

      50490
Kuala Lumpur Attn: Darawati Hussain

       

      Tel: +603
2084 8888

       

      Fax: +603
2093 9688

       

      or

       

      c/o

       

      Trupartners
Sdn Bhd

       

      M-2-1,
Block M,

       

      Plaza
Damas,

       

      60 Jalan
Sri Hartamas 1,

       

      54080
Kuala Lumpur

       

      Attn:
Norazharuddin Abu Talib

       

      Tel: +603
6203 3030

       

      Fax: +603
6203 3131

       

      


       

      EEV

       

      Level 11,
Menara Bank Pembangunan,

       

      1016,
Bandar Wawasan,

       

      Jalan
Sultan Ismail,

       

      50300,
Kuala Lumpur

       

      Attn:
Mohd Daniel

       

      Tel:
+604-6599721

       

      Fax:
+604-6599723

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


       

      8.           Costs

       

      
        	
                8.1  

              	
                The
      Company shall bear all costs and expenses incurred in connection with the
      preparation, negotiation and execution of this Deed. The cost of stamping
      shall be borne by the Company.

              


      

       

       

      9.           Governing
law

       

      
        	
                 
      

              	
                This
      Deed shall be governed by and construed in accordance with the laws for
      the time being enforced in Malaysia. The Parties unconditionally submit to
      the non-exclusive jurisdiction of the Courts of Malaysia in connection
      with all matters under this Deed.

              


      

       

      


      [the
remainder of this page is intentionally left blank]

       

      


       

       

      


       

       

      Schedule


       

      


      Principal
Terms of the Series B RCPS

       

       

      1.           Subscription
Price and par value

       

      The
subscription price for each Series B 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 Series B RCPS shall have
a par value of RM0.01.

       

       

      2.           Premium

       

      Each
Series B 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 Series B RCPS and the Company is not
obliged to declare and pay any dividend while the Investor is holding the Series
B RCPS.

       

       

      4.           Liquidation
Preference

       

      In the
event of any liquidation, dissolution or winding up of the Company, the holders
of the Series B RCPS will be entitled to receive only in preference to the
holders of Shares, and not the Series A RCPS (which rank pari passu for the
purposes of this provision), the relevant Subscription Price paid for the Series
B RCPS (subject to adjustments for share dividends, splits, combinations and
similar events plus accrued dividends (other than any special dividends), if
any.

       

       

      5.           Conversion

       

      Each
holder of the Series B RCPS will have the right, at the option of the holder at
any time, to convert all or part of the Series B RCPS into such number of Shares
as may be determined in accordance with the following formula:


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


       

         

        
          	 	
                   A

                	
                  x

                	 Total Number
      of	
                  +

                	 Total Number
      of RCPS	
                  =

                	 N
	 	
                   A + B + USD10
      million 

                	 	 RCPS
      subscribed	 	 subscribed by
      all other 	 	 
	 	 	 	 by the
      holder	 	 holders (past
      and present)	 	 
	 	 	 	 of
    RCPS	 	 	 	 


        

        
 

      

      
        	
                 
      

              	
                A

              	
                represents
      the aggregate original investment amount in USD (comprising the
      subscription moneys paid to the Company for subscription for RCPS) of the
      holder in the Company

              


      

      


      
        	
                 
      

              	
                B

              	
                represents
      the aggregate original investment amount in USD (comprising the
      subscription moneys paid to the Company for subscription for RCPS) of all
      other holders (past and present) of RCPS in the
  Company

              


      

      


      


      The
conversion is to be effected by and subject to the redemption of the Series B
RCPS from funds legally available for distribution at the redemption price of
USD2.25 per Series B RCPS and the issuance of such number of new Shares to the
holder with the issue price based on the following formula:

      
         

        
          	 	
                    Issue price
      per Share 

                	
                  =

                	
                  A

                	 
	 	 	 	
                  N

                	 


        

                              

      

      and
applying the redemption monies towards such issue price.

      


      PROVIDED
THAT

      


      
        	
                (i)  

              	
                where
      N includes any fractions, N is to be rounded downwards to the nearest
      whole number

              


      

      


      
        	
                (ii)  

              	
                where
      the number of new Shares to be issued includes any fractions, such number
      of new Shares is to be rounded downwards to the nearest whole
      number

              


      

      


      
        	
                (iii)  

              	
                where
      the issue price includes any fractions of sen, the issue price is to be
      rounded downwards to the nearest
sen

              


      

      


      For the
purposes of this provision:

      


      
        	
                (a)  

              	
                the
      amount in USD of the investment amount is based on the value in USD of the
      subscription moneys as at the respective date(s) of the relevant
      subscription(s).

              


      

      


      
        	
                (b)  

              	
                for
      the avoidance of doubt, where any RCPS has been held by more than one
      holder, such RCPS and investment amount in relation to the RCPS, is to be
      counted only once.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


       

      To effect
the above conversion, a conversion notice shall be sent by the holder(s) of the
Series B 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 Series B RCPS in relation to the exercise of the holder(s)’ entitlement to
convert the Series B RCPS.

       

      Completion
of the conversion of the Series B RCPS into Conversion Shares shall be effected
at the registered office of the Company unless agreed otherwise by the holder(s)
of the Series B RCPS and the Company.  On the date fixed for
conversion, the holder(s) of the Series B RCPS shall deliver to the Company the
share certificate(s) for the relevant Series B RCPS in exchange for share
certificates in relation to the relevant amount of Conversion Shares resulting
from the conversion of those Series B RCPS.  If any share certificate
so delivered to the Company relates to any Series B RCPS which are not to be
converted on that day, a fresh share certificate for those Series B RCPS shall
be immediately issued by the Company to such holder(s).

       

       

      6.           [Deleted]

       

       

      7.           Redemption
Rights

       

      
        	
                 
      

              	
                The
      holders of the Series B RCPS may at any time after 31 December 2011,
      subject to the completion of the PMSB Subsequent Closing or EEV Subsequent
      Closing (where relevant), 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 Series B RCPS registered in the name of the holder of
      the Series B RCPS. The RCPS will be redeemable from funds legally
      available for distribution at the redemption price (“Redemption Price”) which
      comprises a par value of RM0.01 with redemption premium equivalent to the
      difference between (i) the aggregate of the Subscription Price and such
      price multiplied at the rate of 20% per annum prorated by day, up to the
      date of the redemption based on a 365-days year (and without any
      compounding or addition to the principal Subscription Price) and (ii) the
      par value of RM0.01 per Series B RCPS plus all accrued but unpaid
      dividends and dividends in arrears, if
  any.  

              


      

       

      All
redemption of the Series B RCPS shall be effected at the registered office of
the Company unless agreed otherwise by the holder(s) of the Series B RCPS and
the Company.  On the date fixed for redemption, the holder(s) of the
Series B RCPS shall deliver to the Company the share certificate(s) for the
relevant Series B 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 Series B
RCPS.  If any share certificate so delivered to the Company relates to
any Series B RCPS which are not to be redeemed on that day, a fresh share
certificate for those Series B RCPS shall be issued by the Company to such
holder(s).

       

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

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

       

      8.           Voting
Rights

       

      The
holder of the Series B 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 Series B 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 in excess of
      RM250,000.00;

              


      

       

      
        	
                (b)  

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

              


      

       

      
        	
                (c)  

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

              


      

       

      
        	
                (d)  

              	
                increases
      or decreases the number of authorized the Series B
  RCPS,

              


      

       

      
        	
                (e)  

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

              


      

       

      
        	
                (f)  

              	
                changes
      the number of directors,

              


      

       

      
        	
                (g)  

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

              


      

       

      
        	
                (h)  

              	
                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,

              


      

       

      
        	
                (i)  

              	
                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 Series B RCPS shall not be varied, modified or deleted
unless in accordance with paragraph 9 above.”

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


       

      Execution

       

      Executed
as a Deed.

      


      


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

                 

                 

                 

                 

                 

              	 
      	 
      
	 
      	 
      	 
      /s/ Alnoor Shivji
	
                Witness
      /s/ Nazri Bin Said

              	 
      	
                Signatory
      

              
	
                Name:
      Nazri Bin Said    

              	 
      	
                Name:
      Alnoor Shivji

              
	
                NRIC
      No:550521025665

              	 
      	
                Designation:
      CEO

              
	 
      	 
      	
                NRIC
      No:

              


      

      


      


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

                 

                 

                 

                 

                 

              	 
      	 
      
	 
      	 
      	 
      /s/ Alnoor Shivji
	
                Witness
      /s/ Nazri Bin Said

              	 
      	
                Signatory

              
	
                Name:
      Nazri Bin Said

              	 
      	
                Name:
      Alnoor Shivji

              
	
                NRIC
      No: 550521025665

              	 
      	
                Designation:
      CEO

              
	 
      	 
      	
                NRIC
      No:

              


      

      



      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      


      


      


      


      


      


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

                 

                 

                 

                 

                 

              	 
      	 
      
	 
      	 
      	 
      /s/ Narhalim Bin Yunus
	
                Witness
      /s/ Jamaludin Bujang

              	 
      	
                Signatory

              
	
                Name:
      Jamaludin Bujang

              	 
      	
                Name:
      Noorhalim Bin Yunus

              
	
                NRIC
      No: 650318-71-5095

              	 
      	
                Designation:
      Chief Executive Officer

              
	 
      	 
      	
                NRIC
      No: 631220-05-5435

              


      

      


      


      


      
        	
                Signed
      for and on behalf of Prima Mahawangsa Sdn Bhd
      (Company No 833152-M) in the
      presence of:

                 

                 

                 

                 

                 

              	 
      	 
      
	 
      	 
      	 
      /s/ Darawati Hussain
	
                Witness
      /s/ Ahmad Fariz Bin Hassan

              	 
      	
                Signatory

              
	
                Name:
      Ahmad Fariz Bin Hassan

              	 
      	
                Name:
      Darawati Hussain

              
	
                NRIC
      No: 771212-14-5785

              	 
      	
                Designation:
      Director

              
	 
      	 
      	
                NRIC
      No: 691202-10-6168

              


      

      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      
        	
                Signed
      for and on behalf of Expedient Equity Ventures Sdn
      Bhd (Company No 780509-U) in the
      presence of:

                 

                 

                 

                 

                 

              	 
      	 
      
	 
      	 
      	 
      /s/ Mohd Daniel Bin May Nah
	
                Witness
      /s/ Suzilawati Md Rodhi

              	 
      	
                Signatory

              
	
                Name:
      Suzilawati Md Rodhi

              	 
      	
                Name:
      Mohd Daniel Bin Mat Noh

              
	
                NRIC
      No: 771016-07-6196

              	 
      	
                Designation:
      Director

              
	 
      	 
      	
                NRIC
      No: 591007-08-6327