EXHIBIT
10.5

    WAFERGEN
BIO-SYSTEMS, INC.

    


    Executive
Employment Agreement

    


    This
Executive Employment Agreement (the “Agreement”), dated as of October 30, 2009
(the “Effective Date”), is between WaferGen Bio-systems, Inc. (the “Company”)
and Mona Chadha (“Executive”).

    


    
      	
              I.

            	
              POSITION
      AND RESPONSIBILITIES

            


    

     

    A.           Position.  Executive
is employed by the Company to render services to the Company in the position of
Executive Vice President of Marketing and Business Development and Interim Chief
Operating Officer.  Executive shall perform such duties and
responsibilities as are normally related to such position in accordance with the
standards of the industry and any additional duties now or hereafter assigned to
Executive by the Company.  Executive shall abide by the rules,
regulations, and practices as adopted or modified from time to time in the
Company’s sole discretion.

     

    B.           Other
Activities.  Except upon the prior written consent of the
Company, Executive will not, during the term of this Agreement, (i) accept
any other employment, or (ii) engage, directly or indirectly, in any other
business activity (whether or not pursued for pecuniary advantage) that might
interfere with Executive’s duties and responsibilities hereunder or create a
conflict of interest with the Company.

     

    C.           No Conflict. Executive
represents and warrants that Executive’s execution of this Agreement, employment
with the Company, and the performance of Executive’s proposed duties under this
Agreement shall not violate any obligations Executive may have to any other
employer, person or entity, including any obligations with respect to
proprietary or confidential information of any other person or
entity.

     

    D.           Goals and
Objectives.  The Company’s Board of Directors and/or the
Compensation Committee of the Company’s Board of Directors will establish, on an
annual basis, appropriate goals and objectives by which Executive’s performance
will be evaluated.  In establishing such goals and objectives, the
Company’s Board of Directors and/or the Compensation Committee of the Company’s
Board of Directors shall request input from the Executive regarding such goals
and metrics.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              II.

            	
              COMPENSATION
      AND BENEFITS

            


    

     

    A.           Base Salary and
Bonus.  In consideration of the services to be rendered under
this Agreement, the Company shall pay Executive a salary at the rate of Two
Hundred Twenty Five Thousand Dollars ($225,000) per year (“Base
Salary”).  The Base Salary shall be paid in accordance with the
Company’s regularly established payroll practice.  Executive’s Base
Salary will be reviewed from time to time in accordance with the established
procedures of the Company for adjusting salaries for similarly situated
employees and may be adjusted in the sole discretion of the
Company.  Executive also will be eligible to earn a bonus of up to 40%
of Executive’s Base Salary based on achieving individual objectives and the
Company achieving specific objectives as determined by the Company (the
“Bonus”).  In addition, with respect to fiscal year 2009 only,
Executive shall receive the following supplemental payments: (i) within three
days following Executive’s execution of this Agreement, Executive shall receive
a payment in the amount of $16,575.71, less applicable withholdings, and (ii)
Executive shall receive an additional payment in the amount of $16,575.71, less
applicable withholdings, at the same time that the Company pays the December 15,
2009 regular payroll (the “Supplemental 2009 Payments”).  The
Supplemental 2009 Payments are, in the aggregate, equal to the differential
between the Base Salary rate and the salary payments received by Executive for
the period from March 20, 2009 and October 29, 2009, less applicable
withholdings.  The Supplemental 2009 Payments are provided in
consideration of Executive’s signing of this Agreement, and are not contingent
upon Executive’s continued employment with the Company.

     

    B.           Benefits.  Executive shall be
eligible to participate in the benefits made generally available by the Company
to its senior officers, in accordance with the benefit plans established by the
Company, and as may be amended from time to time in the Company’s sole
discretion.

     

    C.           Expenses.  The
Company shall reimburse Executive for reasonable business expenses incurred in
the performance of Executive’s duties hereunder in accordance with the Company’s
expense reimbursement guidelines.

     

    
      	
              III.

            	
              AT-WILL
      EMPLOYMENT; TERMINATION BY COMPANY

            


    

     

    A.           At-Will Termination by
Company.  Executive’s employment with the Company shall be
“at-will” at all times.  The Company may terminate Executive’s
employment with the Company at any time, without any advance notice, for any
reason or no reason at all, notwithstanding anything to the contrary contained
in or arising from any statements, policies or practices of the Company relating
to the employment, discipline or termination of its employees.  Upon
and after such termination, all obligations of the Company under this Agreement
shall cease, except as otherwise provided herein.

     

    B.           Severance.  Except
in situations where the employment of Executive is terminated For Cause, By
Death or By Disability (as defined in Section IV below), in the event that
the Company terminates Executive’s employment or Executive terminates her
employment for Good Reason (as defined in Section VB below), which termination,
in each case, constitutes a “separation from service” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the final regulations and any guidance promulgated thereunder, Executive will be
eligible to receive the following severance benefits (“Severance”):

     

    1.           Equity Acceleration. Any
unvested Company stock options granted to Executive shall become fully vested
and shall be exercisable as of the effective date of an executed release
agreement (as described below);


    
      
         


      

      
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    2.           Cash Payments Based on Salary
Amount.  Executive will be eligible to receive an amount equal
to one of the following (as applicable): (i) in the event Executive’s
termination occurs prior to the twelve (12) month anniversary of the Effective
Date and not within twelve (12) month after the completion of a Change of
Control (as defined below), Executive shall receive an amount equal to twelve
(12) months of Executive’s then-current Base Salary; (ii) in the event
Executive’s termination occurs after the twelve (12) month anniversary of the
Effective Date and not within twelve (12) months after the completion of a
Change of Control, Executive shall receive an amount equal to six (6) months of
Executive’s then-current Base Salary; and (iii) in the event Executive’s
termination occurs at any time within twelve (12) months after the completion of
a Change of Control, Executive shall receive an amount equal to twelve (12)
months of Executive’s then-current Base Salary.

     

    (a)           The
amount payable pursuant to Sections IIIB.2(i) or 2(ii) shall be payable in the
form of salary continuation (“Salary Continuation Payments”) on the Company’s
regular payroll dates (each such payment date, a “Severance Payment Date”);
provided, however, that Salary Continuation Payments shall not begin until the
first regularly-scheduled pay day following the effective date of an executed
release agreement (as described below).  Upon such initial payment
date, the Company shall pay to Executive that portion of the Salary Continuation
Payments which Executive would have received but for the delay in payment
related to the effectiveness of the release.  The Salary Continuation
Payments shall be paid in full no later than the end of the second year
following the year in which the termination occurs. Notwithstanding the
foregoing, Salary Continuation Payments shall be reduced by any remuneration
paid to Executive because of Executive’s employment or self-employment during
the Severance Period (as defined below), and Executive shall promptly report all
such remuneration to the Company in writing.   The period during
which Executive continues to receive Salary Continuation payments is defined as
the “Severance Period.”  Executive’s eligibility for the Salary
Continuation is conditioned on Executive’s agreement not to compete with the
Company, or its successors or assigns, during the Severance
Period.  If Executive engages in any business activity that directly
competes with the Company’s business as of the date of Executive’s termination
of employment (unless such activity is otherwise consented to by the Company in
writing), all Severance payments and other benefits set forth herein immediately
shall cease.  Currently the Company is focused on the gene expression
and genotyping segments of the genetic analysis marketing.  However,
the parties acknowledge and agree that the Company’s business at the time of any
termination of Executive’s employment may be different than, or more expansive
than, its business as of the date of this Agreement.

     

    (b)           The
amount payable pursuant to Section IIIB.2(iii) shall be paid in the form of a
lump sum payment.  The lump sum payment will be made at the first
regularly-scheduled pay day following the effective date of an executed release
agreement (as described below).

     

    3.           Pro-Rated
Bonus Cash Payments.

     

    (a)           In
the event Executive’s termination does not occur within twelve (12) months after
a Change in Control, Executive will be eligible to receive a pro-rated Bonus, in
such amount as determined following the end of the year to which the Bonus
relates based on the actual achievement of the applicable performance goals for
such year, pro-rated based on the number of days Executive is employed with the
Company during such year. Any Bonus payable pursuant to this Section IIIB.3(a)
shall be paid in equal installments distributed among each remaining Severance
Payment Date; provided that, if no further Severance Payment Dates remain
following the calculation of the pro-rated Bonus amount, such Bonus shall be
paid in a lump sum amount as soon as reasonably practicable thereafter, but no
later than the end of the second year following the year in which the
termination occurs.


    
      
         


      

      
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    (b)           
In the event Executive’s termination occurs within twelve (12) months after a
Change in Control, Executive will instead be eligible to receive a pro-rated
portion of the maximum Bonus amount (i.e., a pro-rated portion of 40% of Base
Salary).  Such Bonus amount shall be paid in the form of a lump sum
payment at the first regularly-scheduled pay day following the effective date of
an executed release agreement.

     

    4.           COBRA Payments. If Executive
elects to continue her medical coverage under COBRA, the Company shall pay the
premiums for Executive’s COBRA coverage until the earlier of (a) the date
Executive ceases to receive Salary Continuation Payments, (b) twelve (12) months
following the date of termination of employment, or (c) the date Executive
becomes eligible for coverage under another employer’s health plan.

     

    5.           Outplacement
Services.  Executive shall also receive reasonable executive
outplacement services at the Company’s expense, in an amount not to exceed
$10,000, for a period of twelve (12) months or until Executive secures
comparable employment (whichever is earlier).

     

    Executive’s
eligibility for the foregoing Severance payments and benefits is conditioned on
Executive having first signed a release agreement in the form attached as
Exhibit A within sixty (60) days of the date of termination.  The
release agreement will not be effective until the expiration of the seven-day
revocation period referred to in the release agreement. Executive shall not be
entitled to any Severance payments or benefits if Executive’s employment is
terminated For Cause, By Death or By Disability (as defined in Section IV below)
or if Executive’s employment is terminated by Executive other than for Good
Reason.

     

    
      	
              IV.

            	
              OTHER
      TERMINATIONS BY COMPANY

            


    

     

    A.           Termination for
Cause.  For purposes of this Agreement, “For Cause” shall mean:
(i) Executive commits a crime involving dishonesty, breach of trust, or
physical harm to any person; (ii) Executive willfully engages in conduct
that is in bad faith and materially injurious to the Company, including but not
limited to, misappropriation of trade secrets, fraud or embezzlement;
(iii) Executive commits a material breach of this Agreement, which breach
is not cured within twenty days after written notice to Executive from the
Company; (iv) Executive willfully refuses to implement or follow a lawful
policy or directive of the Company, which breach is not cured within twenty days
after written notice to Executive from the Company; or (v) Executive
engages in misfeasance or malfeasance demonstrated by a pattern of failure to
perform job duties diligently and professionally.  The Company may
terminate Executive’s employment For Cause at any time, without any advance
notice.  The Company shall pay to Executive all compensation to which
Executive is entitled up through the date of termination, subject to any other
rights or remedies of the Company under law; and thereafter all obligations of
the Company under this Agreement shall cease.


    
      
         


      

      
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    B.           By
Death.  Executive’s employment shall terminate automatically
upon Executive’s death.  The Company shall pay to Executive’s
beneficiaries or estate, as appropriate, any compensation then due and
owing.  Thereafter all obligations of the Company under this Agreement
shall cease.  Nothing in this Section shall affect any entitlement of
Executive’s heirs or devisees to the benefits of any life insurance plan or
other applicable benefits.

     

    C.           By Disability.  If
Executive becomes eligible for the Company’s long term disability benefits or
if, in the sole opinion of the Company, Executive is unable to carry out the
responsibilities and functions of the position held by Executive by reason of
any physical or mental impairment for more than ninety consecutive days or more
than one hundred and twenty days in any twelve-month period, then, to the extent
permitted by law, the Company may terminate Executive’s
employment.  The Company shall pay to Executive all compensation to
which Executive is entitled up through the date of termination, and thereafter
all obligations of the Company under this Agreement shall
cease.  Nothing in this Section shall affect Executive’s rights under
any disability plan in which Executive is a participant.

     

    V.           TERMINATION
BY EXECUTIVE

     

    A.           At-Will Termination by
Executive.  Executive may terminate employment with the Company
at any time for any reason or no reason at all.

     

    B.           Termination for Good
Reason.  Executive’s termination shall be for “Good Reason” if
Executive provides written notice to the Company of the Good Reason within
ninety days (90) of the event constituting Good Reason and provides the Company
with a period of thirty (30) days to cure the Good Reason and the Company fails
to cure the Good Reason within that period.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence of either of the following
events if the event is effected by the Company without the consent of
Executive:  a material reduction in Executive’s Base Salary, except
for reductions that are comparable to reductions generally applicable to
similarly situated executives of the Company; or a relocation of Executive’s
principal place of employment by more than fifty (50) miles, which increases
Executive’s commuting distance.

     

    C.           “Change of
Control.”  For purposes of this Agreement, “Change of Control”
shall mean a change
in ownership or control of the Company effected through a merger, consolidation
or acquisition by any person or related group of persons (other than an
acquisition by the Company or by a Company-sponsored employee benefit plan or by
a person or persons that directly or indirectly controls, is controlled by, or
is under common control with, the Company) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities
possessing more than fifty percent of the total combined voting power of the
outstanding securities of the Company.

     

    
      	
              VI.

            	
              TERMINATION
      OBLIGATIONS

            


    

     

    A.           Return of
Property.  Executive agrees that all property (including
without limitation all equipment, tangible proprietary information, documents,
records, notes, contracts and computer-generated materials) furnished to or
created or prepared by Executive incident to Executive’s employment belongs to
the Company and shall be promptly returned to the Company upon termination of
Executive’s employment.


    
      
         


      

      
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    B.           Resignation and
Cooperation.  Upon termination of Executive’s employment,
Executive shall be deemed to have resigned from all offices and directorships
then held with the Company.  Following any termination of employment,
Executive shall cooperate with the Company in the winding up of pending work on
behalf of the Company and the orderly transfer of work to other
employees.  Executive shall also cooperate with the Company in the
defense of any action brought by any third party against the Company that
relates to Executive’s employment by the Company.

    


    
      	
              VII.

            	
              INVENTIONS
      AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY
      INFORMATION

            


    

    


    A.           Proprietary Information
Agreement.  Executive agrees that Executive is bound by the
terms of the Company’s Proprietary Information and Inventions Agreement
previously executed by Executive, a copy of which is attached as Exhibit B
(“Proprietary Information Agreement”).

    


    B.           Non-Solicitation.  Executive
acknowledges that because of Executive’s position in the Company, Executive will
have access to material intellectual property and confidential
information.  During the term of Executive’s employment and for one
year thereafter, in addition to Executive’s other obligations hereunder or under
the Proprietary Information Agreement, Executive shall not, for Executive or any
third party, directly or indirectly (i) solicit, induce, recruit or encourage
any person employed by the Company to terminate his or her employment, or (ii)
divert or attempt to divert from the Company any business with any customer,
client, member, business partner or supplier about which Executive obtained
confidential information during her employment with the Company, by using the
Company’s trade secrets or by otherwise engaging in conduct that amounts to
unfair competition.

    


    C.           Non-Disclosure of Third Party
Information.  Executive represents and warrants and covenants
that Executive shall not disclose to the Company, or use, or induce the Company
to use, any proprietary information or trade secrets of others at any time,
including but not limited to any proprietary information or trade secrets of any
former employer, if any; and Executive acknowledges and agrees that any
violation of this provision shall be grounds for Executive’s immediate
termination and could subject Executive to substantial civil liabilities and
criminal penalties.  Executive further specifically and expressly
acknowledges that no officer or other employee or representative of the Company
has requested or instructed Executive to disclose or use any such third party
proprietary information or trade secrets.

    


    
      	
              VIII.

            	
              ARBITRATION

            


    

     

    Executive
agrees to sign and be bound by the terms of the Company’s Arbitration Agreement,
which is attached as Exhibit C.


    
      
         


      

      
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              IX.

            	
              AMENDMENTS;
      WAIVERS; REMEDIES

            


    

     

    This
Agreement may not be amended or waived except by a writing signed by Executive
and by a duly authorized representative of the Company other than
Executive.  Failure to exercise any right under this Agreement shall
not constitute a waiver of such right.  Any waiver of any breach of
this Agreement shall not operate as a waiver of any subsequent
breaches.  All rights or remedies specified for a party herein shall
be cumulative and in addition to all other rights and remedies of the party
hereunder or under applicable law.

     

    X.           ASSIGNMENT;
BINDING EFFECT

     

    A.           Assignment.  The
performance of Executive is personal hereunder, and Executive agrees that
Executive shall have no right to assign and shall not assign or purport to
assign any rights or obligations under this Agreement.  This Agreement
may be assigned or transferred by the Company; and nothing in this Agreement
shall prevent the consolidation, merger or sale of the Company or a sale of any
or all or substantially all of its assets.

     

    B.           Binding
Effect.  Subject to the foregoing restriction on assignment by
Executive, this Agreement shall inure to the benefit of and be binding upon each
of the parties; the affiliates, officers, directors, agents, successors and
assigns of the Company; and the heirs, devisees, spouses, legal representatives
and successors of Executive.

     

    
      	
              XI.

            	
              NOTICES

            


    

     

    All
notices or other communications required or permitted hereunder shall be made in
writing and shall be deemed to have been duly given if delivered:  (a)
by hand; (b) by a nationally recognized overnight courier service; or (c) by
United States first class registered or certified mail, return receipt
requested, to the principal address of the other party, as set forth
below.  The date of notice shall be deemed to be the earlier of (i)
actual receipt of notice by any permitted means, or (ii) five business days
following dispatch by overnight delivery service or the United States
Mail.  Executive shall be obligated to notify the Company in writing
of any change in Executive’s address.  Notice of change of address
shall be effective only when done in accordance with this
paragraph.

    


    Company’s Notice
Address:

    


    WaferGen
Bio-systems, Inc.

    46531
Fremont Blvd.

    Fremont,
CA 94538

    Attention:  Alnoor
Shivji

    


    Executive’s Notice
Address:

    


    Mona
Chadha

    34434
Calgary Terrace

    Fremont,
Ca, 94555


    
      
         


      

      
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              XII.

            	
              SEVERABILITY

            


    

     

    If any
provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable, or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in
full force and effect.  In the event that the time period or scope of
any provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope
to the maximum time period or scope permitted by law.

     

    
      	
              XIII.

            	
              TAXES

            


    

     

    All
amounts paid under this Agreement shall be paid less all applicable state and
federal tax withholdings (if any) and any other withholdings required by any
applicable jurisdiction or authorized by Executive.  Notwithstanding
any other provision of this Agreement whatsoever, the Company, in its sole
discretion, shall have the right to provide for the application and effects of
Section 409A of the Code (relating to deferred compensation arrangements) and
any related administrative guidance issued by the Internal Revenue
Service.    Notwithstanding anything to the contrary in this
Agreement, if Executive is a “specified employee” within the meaning of Section
409A of the Code at the time of Executive’s termination (other than due to
death), then the severance benefits payable to Executive under this Agreement,
if any, that may be considered deferred compensation under Section 409A of the
Code (the “Deferred Compensation Separation Benefits”) otherwise due to
Executive on or within the six (6) month period following Executive’s
termination shall accrue during such six (6) month period and shall become
payable, without interest, in a lump sum payment on the date six (6) months and
one (1) day following the date of Executive’s termination of employment (any
such delay required, the “Specified Employee Delay”).  All subsequent
payments, if any, shall be payable in accordance with the payment schedule
applicable to each payment.  Notwithstanding anything herein to the
contrary, if Executive dies following her termination but prior to the six (6)
month anniversary of her termination, then any payments delayed in accordance
with this Section shall be payable in a lump sum as soon as administratively
practicable after the date of Executive’s death and all other Deferred
Compensation Separation Benefits shall be payable in accordance with the payment
schedule applicable to each payment.  Notwithstanding anything to the
contrary in this Agreement, but subject to the Specified Employee Delay, if
applicable, in the event that any Bonus payable as severance pursuant to Section
IIIB.3 would otherwise constitute Deferred Compensation Separation Benefits,
such Bonus shall be paid no later than 2.5 months following the end of the year
in which Executive’s termination occurs.

     

    
      	
              XIV.

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.


    
      
         


      

      
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              XV.

            	
              INTERPRETATION

            


    

     

    This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party.  Sections and section headings
contained in this Agreement are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this
Agreement.  Whenever the context requires, references to the singular
shall include the plural and the plural the singular.

     

    
      	
              XVI.

            	
              OBLIGATIONS
      SURVIVE TERMINATION OF EMPLOYMENT

            


    

     

    Executive
agrees that any and all of Executive’s obligations under this agreement,
including but not limited to Exhibits B and C, shall survive the termination of
employment and the termination of this Agreement.

     

    
      	
              XVII.

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original of this Agreement, but all of which together shall constitute
one and the same instrument.

     

    
      	
              XVIII.

            	
              AUTHORITY

            


    

     

    Each
party represents and warrants that such party has the right, power and authority
to enter into and execute this Agreement and to perform and discharge all of the
obligations hereunder; and that this Agreement constitutes the valid and legally
binding agreement and obligation of such party and is enforceable in accordance
with its terms.

     

    
      	
              XIX.

            	
              ENTIRE
      AGREEMENT

            


    

     

    This
Agreement is intended to be the final, complete, and exclusive statement of the
terms of Executive’s employment by the Company and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements, except for
agreements specifically referenced herein (including the Executive Proprietary
Information and Inventions Agreement attached as Exhibit B, the Arbitration
Agreement attached as Exhibit C, and the Stock Plan and Stock Option
Agreement of the Company).  To the extent that the practices, policies
or procedures of the Company, now or in the future, apply to Executive and are
inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control.  Any subsequent change in Executive’s duties, position,
or compensation will not affect the validity or scope of this
Agreement.

     

    
      	
              XX.

            	
              EXECUTIVE
      ACKNOWLEDGEMENT

            


    

     

    EXECUTIVE
ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL
CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE
AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE
HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY
REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT.


    
      
         


      

      
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    In
Witness
Whereof,
the parties have duly executed this Agreement as of the date first written
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WaferGen
      Bio-systems, Inc.

                                	 	
                                  Mona
      Chadha

                                
	
                                   

                                   
      

                                	 	 
      
	
                                  Signature

                                	 	
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                                  Title

                                	 	
                                   

                                
	 
      	 	
                                  Date 
      

                                
	 	 	 
	
                                  Date

                                	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

    


    Form of
Release

    


    Mona
Chadha (“You”) and WaferGen Bio-systems, Inc. (the “Company”) have agreed to
enter into this Release Certificate on the following terms:

     

    Within
ten (10) days after you sign this Release Certificate (which you may sign no
sooner than the last day of your employment with the Company), you will become
eligible to receive severance benefits in accordance with the terms of the
Executive Employment Agreement (“Agreement”).

     

    In return
for the consideration described in the Agreement, you and your representatives
completely release the Company, its affiliated, related, parent or subsidiary
corporations, and its and their present and former directors, officers, and
employees (the “Released Parties”) from all claims of any kind, known and
unknown,1 which you may now have or have ever had
against any of them, or arising out of your relationship with any of them,
including all claims arising from your employment or the termination of your
employment, whether based on contract, tort, statute, local ordinance,
regulation or any comparable law in any jurisdiction (“Released
Claims”).  By way of example and not in limitation, the Released
Claims shall include any claims arising under Title VII of the Civil Rights Act
of 1964, the Americans with Disabilities Act, the Worker Adjustment and
Retraining Notification Act, the Age Discrimination in Employment Act, and the
California Fair Employment and Housing Act, or any other comparable state or
local law, as
well as any claims asserting wrongful termination, breach of contract, breach of
the covenant of good faith and fair dealing, negligent or intentional
misrepresentation, and defamation and any claims for attorneys’
fees.  The parties intend for this release to be enforced to the
fullest extent permitted by law.  You understand that you are not
waiving any right or claim that cannot be waived as a matter of law, such as
workers' compensation or unemployment insurance benefits.  You agree
not to file or initiate any lawsuit concerning the Released
Claims.  You understand that this paragraph does not prevent you from
filing a charge with or participating in an investigation by a governmental
administrative agency; provided, however, that you hereby waive any right to
receive any monetary award resulting from such a charge or
investigation.

     

    You
acknowledge that the release of claims under the Age Discrimination in
Employment Act (“ADEA”) is subject to special waiver
protection.  Therefore, you acknowledge the following:  (a)
you have had 21 days to consider this Release Certificate (but may sign it at
any time beforehand if you so desire); (b) you can consult an attorney in doing
so; (c) you can revoke this Release Certificate within seven (7) days of signing
it by sending a certified letter to that effect to WaferGen Bio-systems, Inc.,
46531 Fremont Blvd., Fremont, CA 94538, Attention: CEO; and that (d) this
Release Certificate shall not become effective or enforceable and no severance
benefits shall be provided until the 7-day revocation period has
expired.

    
       

      
        

      

      1 You
further agree that because this Release Certificate specifically covers known
and unknown claims, you waive your rights under Section 1542 of the California
Civil Code or under any other comparable law of another jurisdiction that limits
a general release to claims that are known to exist at the date of this
release.  Section 1542 of the California Civil Code states as
follows:  “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor.”

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    The
parties agree that this Release Certificate and the Agreement contain all of our
agreements and understandings with respect to their subject matter, and may not
be contradicted by evidence of any prior or contemporaneous agreement, except to
the extent that the provisions of any such agreement have been expressly
referred to in this Release Certificate or the Agreement as having continued
effect.  It is agreed that this Release Certificate shall be governed
by the laws of the State of California.  If any provision of this
Release Certificate or its application to any person, place, or circumstance is
held by a court of competent jurisdiction to be invalid, unenforceable, or void,
the remainder of this Release Certificate and such provision as applied to other
person, places, and circumstances will remain in full force and
effect.

     

    Please
note that this Release Certificate may not be signed before the last day of your
employment with the Company, and that your eligibility for severance benefits is
conditioned upon meeting the terms set forth in the Agreement.

    


    
      
        
          
            
              
                
                  
                    
                      	
                               

                            	 
      	
                              Date:  ___________________

                            
	
                              Mona
      Chadha

                            	 
      	 
      
	 	 	 
	
                               

                            	 
      	
                              Date:  ___________________

                            
	
                              WaferGen
      Bio-systems, Inc.