EXHIBIT
10.3

     

    WAFERGEN
BIO-SYSTEMS, INC.

     

    PUT
OPTION AGREEMENT

     

    THIS PUT OPTION AGREEMENT
(this “Agreement”) is
entered into as of ____________ __, 2009, by and among (i) Alnoor Shivji (the
“Founder”), the founder
and chairman, chief executive officer and president of WaferGen Bio-systems,
Inc., a Nevada corporation (“WaferGen US”), and (ii)
Kumpulan Modal Perdana Sdn Bhd (the “Investor”), a purchaser of
Series B Redeemable Convertible Preference Shares (“Series B Shares”) issued by
WaferGen Biosystems (M) Sdn. Bhd., a Malaysian corporation (the “Company”), pursuant to that
certain Share Subscription Agreement dated as of ____________ __, 2009 (the
“Purchase Agreement”)
between WaferGen US, the Investor and the Company.

    RECITALS

     

    A.           WHEREAS,
the Investor has entered into the Purchase Agreement for the purchase and
subscription of certain Series B Shares of the Company.

     

    B.           WHEREAS,
in order to induce the Investor to enter into the Purchase Agreement, the
Founder has agreed to grant to the Investor an option to put (the “Put Right”) to the Founder the
Series B Shares purchased by the Investor pursuant to the Purchase Agreement
upon the occurrence of a Triggering Event, as such term is defined
below.

     

    NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties,
covenants and conditions set forth in this Agreement, the parties mutually agree
as follows:

     

    AGREEMENT

     

    SECTION  1

    PUT
OPTION

     

    1.1           Grant of Put
Option.  Upon receipt by the Investor of written notice by the
Founder of a Triggering Event, the Investor shall have the option (the “Put Option”) to require the
Founder to purchase from the Investor, subject to the conditions set forth in
this Agreement, all of the Series B Shares initially purchased by the Investor
pursuant to the Purchase Agreement or the number of Series B Shares then held by
the Investor, whichever is less (the “Put Shares”), at a per share
purchase price equal to $5.625 (as adjusted for stock splits, stock dividends
and similar recapitalizations or reorganizations) (the “Put Option
Price”).  In order to exercise such Put Option, the Investor
must deliver written notice to the Founder of the Investor’s election to
exercise the Put Option in accordance with Section 1.3 of this Agreement within
15 days of the date on which the Investor receives written notice of the
Triggering Event from the Founder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.2           Notice of Triggering
Event.  The Founder shall provide the Investor written notice
of a Triggering Event within seven days of the date on which the Triggering
Event occurs.  A “Triggering Event” shall occur
when any of the following events shall occur: (i) the Founder sells or
transfers, prior to December 31, 2010, in one or more transactions, greater than
2,603,425 shares of Common Stock of WaferGen US (which amount equals
approximately 80% of the shares of Common Stock of WaferGen US owned by the
Founder on the date hereof) to one or more Third Parties, (ii) the Founder
voluntarily resigns from the Board of Directors of WaferGen US and such
resignation is not approved by, or is not pursuant to a restructuring of the
Company or WaferGen US approved by, holders of a majority of the outstanding
Series A Shares at the time of such resignation, or (iii) the Founder is
convicted of a felony involving fraud or dishonesty, provided that the Founder
was actively involved in the management of the Company at the time at which any
such crime was committed.  For purposes of this Section 1.2, (i)
“Third Party” means any
person or entity other than the Founder’s Affiliates (as defined below), or the
relatives (by blood or marriage) of the Founder or the Founder’s Affiliates;
provided, however, that in the event of any transfer or sale of any shares by
the Founder to the Founder’s Affiliates or the relatives of the Founder or the
Founder’s Affiliates (such person or entity, a “Transferee”), such Transferee
shall agree in writing to be bound by the terms of this Agreement with respect
to such Put Shares; and “Affiliate” means, with respect
to a person or entity, any other person or entity directly or indirectly
controlling, controlled by, or under common control with such person or
entity.

     

    1.3           Manner of
Exercise.  The Investor shall exercise the Put Option by giving
an irrevocable written notice to the Founder, within 15 days of the date on
which the Investor receives written notice of the Triggering Event from the
Founder, that the Investor elects to exercise such Put Option upon the terms and
subject to the conditions set forth in this Agreement.

    


    1.4           Closing and
Payment.  The closing of the purchase and sale of the Put
Shares shall occur on the date designated in writing by the Founder to the
Investor, which date shall be within 120 days following the date upon which the
Founder received the written notice from the Investor that the Investor was
electing to exercise the Put Option.  The aggregate Put Option Price
shall be payable to the Investor by the Founder by wire transfer of immediately
available funds on the closing date to an account designated in writing by the
Investor or by delivery of a certified or cashiers’ check by the Founder to the
Investor, in each case against the Founder’s receipt of the Investor’s share
certificates of the Put Shares and share transfer forms duly executed by the
Investor for the transfer of the Put Shares to the Founder or any other nominee
of the Founder.

    


    1.5           Rights After
Closing.  From and after the closing of the purchase of the Put
Shares by the Founder, all rights of the Investor with respect to the Put Shares
shall cease, and such shares shall be owned legally and beneficially by the
Founder for all purposes and will be transferred to the Founder on the books and
records of the Company.

     

    1.6           Partial
Purchase.  The Founder shall not be obligated to purchase the
Put Shares if the Founder shall be unable to do so without a breach or violation
of the provisions of applicable law or the certificate of incorporation or
bylaws of WaferGen US as in effect on such date.  If the Founder is
unable to purchase all of the Put Shares at one time due to any such
restriction, the Founder shall purchase such securities as the Founder is able
without a breach or violation of applicable law or the certificate of
incorporation or bylaws of WaferGen US, and the Founder shall use reasonable
efforts to remove any such limitations upon the Founder’s ability to effect such
purchase.


    
      
         


      

      
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    1.7          Termination of Put Option
Agreement.  This Agreement shall terminate immediately prior to
the earlier to occur of the following (the “Put Option Termination
Date”):

    


    (a)           December
31, 2010;

    


    (b)           an
IPO (as defined in the Purchase Agreement) of the Company;

    


    (c)           the
sale of all or substantially all of the assets of the Company or WaferGen US, or
the consolidation or merger of the Company or WaferGen US with or into any other
business entity pursuant to which shareholders of the Company or WaferGen US, as
applicable, prior to such consolidation or merger hold less than 50% of the
voting equity of the surviving or resulting entity;

    


    (d)           the
liquidation, dissolution or winding up of the business operations of the Company
or WaferGen US;

    


    (e)           the
execution by the Company or WaferGen US of a general assignment for the benefit
of creditors or the appointment of a receiver or trustee to take possession of
the property and assets of the Company or WaferGen US; and

    


    (f)           the
termination of the Founder’s employment with WaferGen US by the board of
directors of WaferGen US for any reason.

    


    1.8          No Re-Exercise of Put
Right.  In the event the Investor fails to exercise the Put
Option pursuant to the requirements of this Agreement in connection with a
Triggering Event, the Investor shall not thereafter have the ability to
re-exercise such Put Option to the extent a subsequent Triggering Event
occurs.

    


    SECTION  2

    MISCELLANEOUS

     

    2.1          Governing
Law.  This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of California
in the United States of America, without giving effect to the choice of law
provisions thereof.

     

    2.2          Arbitration.  The
parties agree that any and all disputes, claims or controversies arising out of
or relating to this Agreement that are not resolved by their mutual agreement
shall be submitted to final and binding arbitration in San Francisco, California
before JAMS, or its successor, pursuant to the United States Arbitration Act,
9 U.S.C. Sec. 1 et seq.  Any party may commence the
arbitration process called for in this agreement by filing a written demand for
arbitration with JAMS, with a copy to the other party.  The
arbitration will be conducted in accordance with the provisions of JAMS’
Streamlined Arbitration Rules and Procedures in effect at the time of filing of
the demand for arbitration.  The parties will cooperate with JAMS and
with one another in selecting an arbitrator from JAMS’ panel of neutrals, and in
scheduling the arbitration proceedings.  The parties covenant that
they will participate in the arbitration in good faith, and that they will share
equally in its costs.  The provisions of this Section 2.2 may be
enforced by any court of competent jurisdiction, and the party seeking
enforcement shall be entitled to an award of all costs, fees and expenses,
including attorneys fees, to be paid by the party against whom enforcement is
ordered.


    
      
         


      

      
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    2.3           Assignment of Put
Option.  The Put Option granted in this Agreement may not be
assignable or transferable by the Investor.

     

    2.4           Successors and
Assigns.  Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

     

    2.5           Severability.  In
case any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    2.6           Amendment and
Waiver.  Except as otherwise expressly provided, the
obligations of the Founder and the rights of the Investor under this Agreement
may be amended, modified or waived only with the written consent of the Founder
and the Investor.

     

    2.7           Delays or
Omissions.  It is agreed that no delay or omission to exercise
any right, power, or remedy accruing to either party, upon any breach, default
or noncompliance of the other party under this Agreement, shall impair any such
right, power, or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
either party’s part of any breach, default or noncompliance under the Agreement
or any waiver on either party’s part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing.  All remedies, either under
this Agreement, by law, or otherwise afforded to either party shall be
cumulative and not alternative.

     

    2.8           Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed telex or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day,
(iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after
deposit with a United States recognized overnight courier, specifying next-day
delivery, with written verification of receipt.  All communications
shall be sent to the party to be notified at the address as set forth on the
signature pages hereof or at such other address as such party may designate by
ten (10) days’ advance written notice to the other parties
hereto.  All notices sent to the Founder shall also be sent to:
Morrison & Foerster LLP, 425 Market Street, San Francisco, CA 94105,
Attention: John M. Rafferty (Telecopier:  (415)
268-7305).
    

    
      
         


      

      
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    2.9           Attorneys’
Fees.  In the event that any dispute among the parties to this
Agreement should result in litigation, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

     

    2.10           Titles and
Subtitles.  The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.

     

    2.11           Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

     

    2.12           Representation of Financial
Sophistication.  The Investor represents that it is an
“accredited investor” within the meaning of Securities and Exchange Commission
Rule 501 of Regulation D, as presently in effect.

     

    2.13           Transfer
Taxes.  All excise, transfer, stamp, documentary, filing,
recordation and other similar taxes which may be imposed or assessed as the
result of any payment related to the Put Option, together with any interest,
additions or penalties with respect thereto and any interest in respect of such
additions or penalties, shall be borne by the Investor.

    


    [Signature
page follows]


    
      
         


      

      
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    In Witness
Whereof, the parties hereto have executed this Put Option
Agreement as of the date set forth in the first paragraph
hereof.

     

    
      
        
          
            
              	
                      FOUNDER

                    
	 
      	 
      
	
                      By:

                    	  
      
	 
      	
                      Alnoor
      Shivji

                    
	 
      	 
      
	
                      Address:

                    
	
                      WaferGen
      Bio-systems, Inc.

                    
	
                      Bayside
      Technology Center

                    
	
                      46531
      Fremont Blvd.

                    
	
                      Fremont,
      CA 94538, USA

                      Facsimile:
      510 651 4599

                    
	 
      	 
      
	
                      INVESTOR:

                    
	 
      
	
                      Kumpulan
      Modal Perdana Sdn Bhd

                    
	 
      	 
      
	
                      By:

                    	  
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      	 
      
	
                      Address:

                    
	 
      
	
                      Level
      7, Menara Milenium, Jalan Damanlela,

                    
	
                      Pusat
      Bandar Damansara, Damansara Heights,

                    
	
                      50490
      Kuala Lumpur

                    
	 
      
	
                      Facsimile:
      +603 2264
5388

                    


            

          

        

      

    

     

    
      Signature
Page to Put/Call Agreement