EXHIBIT 10.4


     

    
      
        	 
      	
                Dated

              
	 
      	 
      
	 
      	
                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

              
	 
      	 
      
	 
      	
                and

              
	 
      	 
      
	 
      	
                Kumpulan
      Modal Perdana Sdn Bhd

              
	 
      	 
      
	 
      	
                
                  Deed
      of Adherence

                

                
                  To
      the Share Subscription and Shareholders’ Agreement dated 8 May 2008 and
      Share Subscription Agreement dated 3 April
  2009

                

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Recitals

                                  	
                                    1

                                  
	 
      	 
      	 
      
	
                                    1.

                                  	
                                    Interpretation

                                  	
                                    2

                                  
	 
      	 
      	 
      
	
                                    2.

                                  	
                                    Adherence

                                  	
                                    2

                                  
	 
      	 
      	 
      
	
                                    3.

                                  	
                                    Amendment
      to the Shareholders’ Agreement

                                  	
                                    2

                                  
	 
      	 
      	 
      
	
                                    4.

                                  	
                                    Share
      Capital

                                  	
                                    3

                                  
	 
      	 
      	 
      
	
                                    5.

                                  	
                                    Amendments
      and Waiver

                                  	
                                    4

                                  
	 
      	 
      	 
      
	
                                    6.

                                  	
                                    Notices

                                  	
                                    4

                                  
	 
      	 
      	 
      
	
                                    7.

                                  	
                                    Costs

                                  	
                                    4

                                  
	 
      	 
      	 
      
	
                                    8.

                                  	
                                    Governing
      law

                                  	
                                    4

                                  
	 
      	 
      
	
                                    Execution

                                  	
                                    5

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        Page | i

        
          

        

      

      
         


      

    


    
      Deed
of Adherence

    

     

    This Deed
is made
on                                                                                                           between:

     

    
      	
              (1)

            	
              Wafergen
      Biosystems (M) 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”);

            


    

     

    and

     

    
      	
              (6)

            	
              Kumpulan
      Modal Perdana Sdn Bhd (Company No 547734-D), a company incorporated in
      Malaysia with a registered address at Level 7, Menara Milenium, Jalan
      Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur
      (“KMP”).

            


    

     

    
      	
               
      

            	
              (The
      Company, Wafergen US, MTDC, PMSB, EEV and KMP 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 888,888 redeemable
      convertible preference shares of RM0.01 each in the capital of the Company
      (“Series A RCPS”)
      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 3 April 2009 between the Company,
      Wafergen US, PMSB and EEV, (“Subscription
      Agreement”), PMSB and EEV 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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

    
      	
              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 and the Company,
      Wafergen US, MTDC, PMSB and EEV have entered into a deed of adherence
      dated 3 April 2009.

            


    

     

    
      	
              D)

            	
              Pursuant
      to an additional subscription agreement dated 1 July 2009 between KMP, the
      Company and Wafergen US (“KMP Subscription
      Agreement”), KMP agreed to subscribe for 188,057 Series B RCPS
      pursuant to the terms and conditions of the KMP Subscription
      Agreement.

            


    

     

    
      	
              E)

            	
              KMP
      has agreed to enter into this deed of adherence with the Company, Wafergen
      US, MTDC, PMSB and EEV and to accede to the terms and conditions of the
      Shareholders’ Agreement including any amendments thereto and hereinafter
      appearing.

            


    

     

    
      	
              F)

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

            


    

     

    It
is agreed as follows:

     

    
      	
              1.

            	
              Interpretation

            


    

     

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

     

    
      	
              2. 

            	
              Adherence

            


    

     

    
      	
              2.1

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

            


    

     

    
      	
               
      

            	
              a)

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

            


    

     

    
      	
               
      

            	
              b)

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

            


    

     

    
      	
               
      

            	
              c)

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

            


    

     

    
      	
              3. 

            	
              Amendment
      to the Shareholders’ Agreement

            


    

     

    
      	
              3.1

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

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

    
      	
               
      

            	
              3.1.1

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

            


    

    


    “means
Kumpulan Modal Perdana Sdn Bhd (Company No. 547734-D), a company incorporated in
Malaysia with a registered address at Suite 7.01, Level 7, The Gardens South
Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur”

    


    
      	
              3.2

            	
              The
      Shareholders’ Agreement is amended as follows with effect from the KMP
      Effective Date:

            


    

    


    
      	
               
      

            	
              3.2.1

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

            


    

    


    
      	
               
      

            	
              3.2.2

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

            


    

     

    
      	
              4. 

            	
              Share
      Capital

            


    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                              	 	
                              	 	
                                Number
      of shares to be subscribed

                              	 
	 
      

                                Shareholder

                              	 	 
      

                                Type
      of 

                                shares

                              	 	
                                Initial
      

                                Closing/PMSB

                                Initial

                                Closing/
      EEV

                                Initial

                                Closing

                              	 	 	
                                Subsequent

                                Closing

                                Closing/PMSB

                                Subsequent

                                Closing
      /EEV

                                Subsequent
      

                                Closing

                              	 	
                                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	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 
      	 	 	 	 
	
                                KMP

                              	 	
                                Series
      B RCPS

                              	 	 	 	 	 	 	 	 	
                                188,057

                              	 	 	188,057	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

    
      
        	
                5. 

              	
                Amendments
      and Waiver

              


      

    

     

    
      	
              5.1

            	
              Both
      the Existing Shareholder, MTDC, PMSB and EEV 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 KMP Subscription Agreement, where
      applicable.

            


    

     

    
      	
              5.2

            	
              The
      Existing Shareholder, MTDC, PMSB and EEV 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 KMP pursuant to the
      terms of the Subscription Agreement, the Shareholders’ Agreement, the KMP
      Subscription Agreement and this
Deed.

            


    

     

    
      	
              5.3

            	
              KMP
      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 and the Series B RCPS to PMSB and EEV
      pursuant to the terms of the Shareholders’ Agreement and Subscription
      Agreement respectively and this
Deed.

            


    

     

    
      	
              6. 

            	
              Notices

            


    

     

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

     

    KMP

     

    Level 7,
Menara Milenium, Jalan Damanlela,

     

    Pusat
Bandar Damansara, Damansara Heights,

     

    50490
Kuala Lumpur

     

    Attn:
Dato' Ramli Abbas (Chairman) / Badrul Hisham Jaafar (Assistant Vice
President)

     

    Tel:  +603
2264 5288

     

    Fax: +603
2264 5388

     

    
      	
              7. 

            	
              Costs

            


    

     

    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.

     

    
      	
              8. 

            	
              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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

    
      Execution

    

     

    Executed
as a Deed.

    


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

                                        	 
      	
                                          

                                        	 
      	 
      
	
                                          Witness

                                        	 
      	 
      	 
      	
                                          Signatory

                                        
	
                                          Name:

                                        	 
      	 
      	 
      	
                                          Name:

                                        
	
                                          NRIC
      No:

                                        	 
      	 
      	 
      	
                                          Designation:

                                        
	 
      	 
      	 
      	 
      	
                                          NRIC
      No

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

                                	 
      	
                                  

                                	 
      	 
      
	
                                  Witness

                                	 
      	 
      	 
      	
                                  Signatory

                                
	
                                  Name:

                                	 
      	 
      	 
      	
                                  Name:

                                
	
                                  NRIC
      No:

                                	 
      	 
      	 
      	
                                  Designation:

                                
	 
      	 
      	 
      	 
      	
                                  NRIC
      No:

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

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

                                	 
      	
                                  

                                	 
      	 
      
	
                                  Witness

                                	 
      	 
      	 
      	
                                  Signatory

                                
	
                                  Name:

                                	 
      	 
      	 
      	
                                  Name:

                                
	
                                  NRIC
      No:

                                	 
      	 
      	 
      	
                                  Designation:

                                
	 
      	 
      	 
      	 
      	
                                  NRIC
      No:

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

                                    	 
      	
                                      

                                    	 
      	 
      
	
                                      Witness

                                    	 
      	 
      	 
      	
                                      Signatory

                                    
	
                                      Name:

                                    	 
      	 
      	 
      	
                                      Name:

                                    
	
                                      NRIC
      No:

                                    	 
      	 
      	 
      	
                                      Designation:

                                    
	 
      	 
      	 
      	 
      	
                                      NRIC
      No:

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Deed of Adherence

     

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

                                	 
      	
                                  

                                	 
      	 
      
	
                                  Witness

                                	 
      	 
      	 
      	
                                  Signatory

                                
	
                                  Name:

                                	 
      	 
      	 
      	
                                  Name:

                                
	
                                  NRIC
      No:

                                	 
      	 
      	 
      	
                                  Designation:

                                
	 
      	 
      	 
      	 
      	
                                  NRIC
      No:

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signed
      for and on behalf of Kumpulan Modal Perdana Sdn
      Bhd (Company No 547734-D) in the
      presence of:

                                	 
      	
                                  

                                	 
      	 
      
	
                                  Witness

                                	 
      	 
      	 
      	
                                  Signatory

                                
	
                                  Name:

                                	 
      	 
      	 
      	
                                  Name:

                                
	
                                  NRIC
      No:

                                	 
      	 
      	 
      	
                                  Designation:

                                
	 
      	 
      	 
      	 
      	
                                  NRIC
      No: