EXHIBIT
10.1

    


    Dated 1
July 2009

    


    Between

    


    Wafergen
Bio-Systems Inc

    


    and

     

    Kumpulan
Modal Perdana Sdn Bhd

    


    and

    


    Wafergen
Biosystems (M) Sdn Bhd

    


    
      Share
Subscription
Agreement

    

    
      Proposed
subscription of shares in Wafergen Biosystems (M) Sdn Bhd

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Share Subscription Agreement
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    Contents

    


    
      
        	
                Recitals

              	 
      	
                1

              
	
                1

              	
                Definitions
      and Interpretations

              	
                2

              
	 
      	
                1.1

              	
                Definitions

              	
                2

              
	 
      	
                1.2

              	
                Interpretation

              	
                4

              
	
                2.

              	
                Conditions

              	
                4

              
	 
      	
                2.1

              	
                Conditions
      Precedent

              	
                4

              
	 
      	
                2.2

              	
                Undertaking
      by the Company

              	
                5

              
	 
      	
                2.3

              	
                Waiver

              	
                5

              
	 
      	
                2.4

              	
                Non-fulfillment

              	
                5

              
	
                3.

              	
                Share
      Capital

              	
                5

              
	 
      	
                3.1

              	
                Subscription
      for Preference Shares

              	
                5

              
	
                4.

              	
                Subscription
      Completion Date

              	
                6

              
	
                4A.

              	
                Utilisation
      of Funds

              	
                6

              
	
                5.

              	
                Undertakings,
      Warranties and Representations by the Parties

              	
                7

              
	
                6

              	
                Put
      Options

              	
                7

              
	 
      	
                6.1

              	
                Investor’s
      Put Right for shares in the Existing Shareholder

              	
                7

              
	 
      	
                6.2

              	
                Investor’s
      Put Option for Series B RCPS or Conversion Shares

              	
                8

              
	
                7.

              	
                Previous
      Agreements and Prevalence of Agreement

              	
                8

              
	
                8.

              	
                Remedy
      on an Event of Default

              	
                8

              
	
                9.

              	
                Confidentiality

              	
                9

              
	
                10.

              	
                Further
      Assurance

              	
                9

              
	 
      	
                12.1

              	
                Rights
      not affected

              	
                10

              
	 
      	
                12.2

              	
                Cumulative
      rights and remedies

              	
                10

              
	 
      	
                12.3

              	
                Variation

              	
                10

              
	
                13.

              	
                Severability

              	
                10

              
	
                14.

              	
                Continuing
      Effect

              	
                10

              
	
                15.

              	
                Time

              	
                10

              
	
                16.

              	
                Legal
      Relationship

              	
                10

              
	
                17.

              	
                Costs
      and Expenses

              	
                11

              
	
                18.

              	
                Assignment;
      Successors

              	
                11

              
	 
      	
                18.1

              	
                Assignment

              	
                11

              
	 
      	
                18.2

              	
                Successors
      and assigns

              	
                11

              
	
                19.

              	
                Notices

              	
                11

              
	
                20.

              	
                Entire
      agreement

              	
                11

              
	
                21.

              	
                Counterparts

              	
                11

              
	
                22.

              	
                Governing
      Law and Jurisdiction

              	
                13

              
	
                SCHEDULE 1

              	 
      	
                14

              
	 
      	
                1.

              	
                Subscription
      Price and par value

              	
                14

              
	 
      	
                2.

              	
                Premium

              	
                14

              
	 
      	
                3.

              	
                Dividend
      Provision

              	
                14

              


      

    


    
      
         


      

      
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                  4.

                	
                  Liquidation
      Preference

                	
                  14

                
	 
      	
                  5.

                	
                  Conversion

                	
                  14

                
	 
      	
                  6.

                	
                  [Deleted]

                	
                  16

                
	 
      	
                  7.

                	
                  Redemption
      Rights

                	
                  16

                
	 
      	
                  8.

                	
                  Voting
      Rights

                	
                  16

                
	 
      	
                  9.

                	
                  Protective
      Provisions

                	
                  16

                
	 
      	
                  10.

                	
                  No
      Variation

                	
                  17

                
	
                  SCHEDULE 2

                	 
      	
                  18

                
	 
      	
                  1.

                	
                  Representations
      and Warranties by the Investor

                	
                  18

                
	 
      	
                  2.

                	
                  Representations
      and Warranties by the Existing Shareholder and the Company

                	
                  18

                
	
                  SCHEDULE
      3

                	 
      	
                  20

                


        

      

    


    
      
         


      

      
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    This
Agreement is made on 1 July 2009 between:

     

    
      	
              (1)

            	
              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 (“Existing
      Shareholder”);

            


    

    
      and

    

     

    
      	
              (2)

            	
              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”);

            


    

     

    
      and

    

     

    
      	
              (4)

            	
              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”).

            


    

     

    Recitals

     

    
      	
              (A)

            	
              The
      Company is a private company limited by shares incorporated under the laws
      of Malaysia and has at the date of this Agreement an authorised share
      capital of RM10,000,000 divided into 8,000,000 ordinary shares of RM1.00
      each and 200,000,000 redeemable convertible preference shares of RM0.01
      each.

            


    

     

    
      	
              (B)

            	
              The
      Existing Shareholder is the legal and beneficial owner of 300,000 ordinary
      shares of RM1.00 each in the Company, representing 100% of the issued and
      paid-up ordinary share capital of the
Company.

            


    

     

    
      	
              (C)

            	
              The
      Existing Shareholder, the Company and Malaysian Technology Development
      Corporation Sdn Bhd (“MTDC”) have entered into
      a Share Subscription and Shareholders’ Agreement dated 8 May 2008 (“SSSA”) where MTDC agreed
      to subscribe for 888,888 Series A Redeemable Convertible Preference Shares
      (“Series A RCPS”)
      in the Company, pursuant to the terms and conditions in the
      SSSA.

            


    

     

    
      	
              (D)

            	
              MTDC
      is, as at the date of this Agreement, the legal and beneficial owner of
      888,888 Series A RCPS in the Company, representing 100% of the issued and
      paid up preference share capital of the
Company.

            


    

     

    
      	
              (E)

            	
              The
      Existing Shareholder, the Company, Prima Mahawangsa Sdn Bhd (“PMSB”) and Expedient
      Equity Ventures Sdn Bhd (“EEV”) have entered into
      a Share Subscription Agreement (“Subscription Agreement”)
      and Deed of Adherence (“DA”) both dated 3 April
      2009 where PMSB agreed to subscribe for 444,444 Series B Redeemable
      Convertible Preference Shares (“Series B RCPS”) in the
      Company and EEV agreed to subscribe for 222,222 Series B RCPS, pursuant to
      the terms and conditions in the Subscription Agreement and Deed of
      Adherence.

            


    

     

    
      	
              (F)

            	
              The
      Existing Shareholder and the Company intend to raise a further
      RM1,500,000, in addition to the USD3,500,000 to be raised pursuant to the
      SSSA and Subscription Agreement.

            


    

     


    
      
         


      

      
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              (G)

            	
              The
      Existing Shareholder and the Company have requested KMP to, and KMP has
      agreed to, participate in the Company by way of subscription for the
      Series B RCPS upon the terms and subject to the conditions set out in this
      Agreement.

            


    

     

    
      
        	
                (H)

              	
                KMP
      has entered or will enter into a deed of adherence and has agreed to
      accede to the relevant terms and conditions of the SSSA and the Share
      Subscription Agreement effective from the Closing
  Date.

              


      

    

     

    It
is agreed as follows:

     

    
      	
              1

            	
              Definitions
      and Interpretations

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    
      
        
          
            	
                    Act

                  	
                    means
      the Companies Act 1965;

                  
	 
      	 
      
	
                    Articles

                  	
                    means
      the articles of association of the Company;

                  
	 
      	 
      
	
                    Board

                  	
                    means
      the board of directors of the Company;

                  
	 
      	 
      
	
                    Closing

                  	
                    means
      completion of the subscription by KMP of the Series B Shares in accordance
      with Clauses 3 and 4;

                  
	 
      	 
      
	
                    Closing
      Date

                  	
                    means
      within twenty one (21) days from the date of this Agreement or such later
      date as KMP, the Existing Shareholder and the Company may mutually agree
      on;

                  
	 
      	 
      
	
                    Conversion
      Shares

                     

                  	
                    means
      the Shares resulting from the conversion of the RCPS, such Conversion
      Shares to rank pari passu in all respects with all other then existing
      Shares, and “Conversion Share” means one of the Conversion
      Shares;

                  
	 
      	 
      
	
                    Deed
      of Adherence

                  	
                    means
      the Deed of Adherence dated 3 April 2009 entered into between the Existing
      Shareholder, the Company, MTDC, PMSB and EEV;

                  
	 
      	 
      
	
                    Director

                  	
                    means
      any director of the Company appointed on the Board including, where
      applicable, any alternate director;

                  
	 
      	 
      
	
                    Encumbrance

                  	
                    means
      any mortgage, charge, pledge, lien, assignment, hypothecation, security
      interest, title retention, right of first refusal, pre-emption right,
      option, preferential right or trust arrangement or other security
      arrangement or agreement  conferring a right to a priority of
      payment;

                  


          

        

      

    


    
      
         


      

      
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                  Investor

                	
                  Means
      KMP;

                
	 
      	 
      
	
                  Parties

                	
                  means
      the Existing Shareholder, the Investor and the Company, and “Party” refers
      to any one (1) of them;

                
	 
      	 
      
	
                  RCPS

                	
                  means
      the Series A RCPS and/or the Series B RCPS;

                
	 
      	 
      
	
                  Series
      A RCPS

                	
                  means
      Series A Redeemable Convertible Preference Shares of the Company with
      principal terms as set out in Schedule 1 of the SSSA including the
      amendments as set out in the Deed of Adherence;

                
	 
      	 
      
	
                  Series
      B RCPS

                	
                  means
      Series B Redeemable Convertible Preference Shares of the Company with
      principal terms as set out in Schedule 1 of this
  Agreement;

                
	 
      	 
      
	
                  Shares

                	
                  means
      ordinary shares of RM1.00 each in the share capital of the Company, and
      “Share” refers to
      any one (1) of them;

                
	 
      	 
      
	
                  Subscription
      Agreement

                	
                  means
      the Share Subscription Agreement entered into between the Existing
      Shareholder, the Company, PMSB and EEV dated 3 April
  2009;

                
	 
      	 
      
	
                  Subscription
      Notice

                	
                  means
      the subscription notice to be issued by the Investor to the Company from
      time to time in accordance with this Agreement in the form as annexed
      herewith in Schedule 3

                
	 
      	 
      
	
                  Subscription
      Price

                   

                	
                  means
      the RM7.9763, payable by the Investor for each Series B RCPS under this
      Agreement, out of which RM0.01 is to be paid towards the par value of each
      Series B RCPS and the difference between the Subscription Price and the
      par value of RM0.01 (constituting the subscription premium) is to be
      credited to the share premium account of the Company;

                
	 
      	 
      
	
                  Warranties

                	
                  means
      the representations and warranties made by the Investor, the
      Existing  Shareholder and the Company, as set out in Schedule 2;
      and

                
	 
      	 
      
	
                  USD

                	
                  means
      United States Dollar, the lawful currency of the United States of
      America;

                


        

      

    

     

    
      	
              1.2 

            	
              Interpretation

            


    

     

    
      In this
Agreement, unless the context otherwise requires:

    

    
      	
               
      

            	
              (a)

            	
              headings
      and underlining are for convenience only and do not affect the
      interpretation of this Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              words
      importing the singular include the plural and vice
  versa;

            


    

     

    
      	
               
      

            	
              (c)

            	
              words
      importing a gender include any
gender;

            


    

     

    
      
         


      

      
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              (d)

            	
              an
      expression importing a natural person includes any corporation or other
      body corporate, partnership, association, governmental agency, two or more
      persons having a joint or common interest, or any other legal or
      commercial entity or undertaking;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      reference to a party to a document includes that party's successors and
      permitted assigns;

            


    

     

    
      	
               
      

            	
              (f)

            	
              any
      part of speech or grammatical form of a word or phrase defined in this
      Agreement has a corresponding meaning;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              a
      warranty, representation, covenant or agreement on the part of two or more
      persons binds them jointly and
severally.

            


    

     

    
      	
              2.

            	
              Conditions

            


    

     

    
      	
              2.1

            	
              Conditions
      Precedent

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              The
      subscription for the Series B RCPS by KMP is subject to, and conditional
      upon, the fulfilment of the following conditions precedent within 21 days
      from the date of this Agreement (subject to extension by agreement of KMP,
      the Existing Shareholder and the
Company):

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      approval and agreement of the investment committee of
  KMP;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      successful completion of the due diligence exercise and KMP being
      satisfied with the results of their investigation or due diligence
      exercise on the Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company secretarial forms and documents (including the register of
      members) having been updated and filed with the relevant authorities or
      bodies to reflect the change in directorship, shareholder and shareholding
      in the Company, in accordance with the terms and conditions of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              KMP
      being satisfied that all internal resolutions regarding the Company and
      its activities are up to date and in order (where confirmation of
      satisfaction shall not be unreasonably
  withheld);

            


    

     

    
      	
               
      

            	
              (e)

            	
              amendments
      to the Articles as are necessary to reflect in full the terms of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              statutory
      declaration signed by the Existing
Shareholder;

            


    

     

    
      	
               
      

            	
              (g)

            	
              confirmation
      from the Existing Shareholder that there is no outstanding advance from
      directors or shareholders and any future advance from the Existing
      Shareholder will be subordinated to the
RCPS;

            


    

     

    
      	
               
      

            	
              (h)

            	
              there
      being no material adverse change in the financial condition or operations
      of the Company or the Existing Shareholder;
and

            


    

     

    
      	
               
      

            	
              (i)

            	
              execution
      of the deed of adherence referred to in Recital
  H.

            


    

     


    
      
         


      

      
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    2.2         Undertaking
by the Company

     

    Subject
to the Closing, the Company undertakes to KMP to carry out the following within
1 year from the Closing Date (subject to extension by agreement with
KMP):

     

    
      	
               
      

            	
              (a)

            	
              to
      provide to KMP (as the case may be) a clear arrangement on the ownership
      of future intellectual property developed by the
  Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      put in place a comprehensive training programme to transfer the know-how
      from US experts to the Malaysian team;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company entering into a research and development agreement or
      understanding to pursue agrobiotechnology research and development with a
      reputable Malaysian entity.

            


    

     

    2.3         Waiver

     

    
      	
               
      

            	
              To
      the extent permitted by law, KMP may waive the fulfilment of any condition
      precedent in Clause 2.1.1 and any undertaking in Clause
    2.2.

            


    

     

    2.4         Non-fulfillment

     

    
      	
               
      

            	
              Unless
      specifically waived under Clause 2.3, if the condition precedents in Sub
      -clauses 2.1.1 are not fulfilled within 21 days after the date of this
      Agreement (or such later date as the relevant Parties may mutually agree
      on):

            


    

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement shall automatically cease and
  terminate;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      obligations and liabilities of the Parties under this Agreement shall
      cease to have effect;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      in relation to the condition precedents in Sub - clauses 2.1.1(a), (b),
      (d) and (i), KMP shall not have any claim against any other party in
      relation to this Agreement and KMP shall pay the Existing Shareholder all
      costs and fees incurred by the Existing Shareholder in relation to the
      preparation of this Agreement; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              if
      in relation to the condition precedents in Sub-clauses 2.1.1(c), (e), (f),
      (g) and (h), the Existing Shareholder shall not have any claim against any
      other party in relation to this Agreement and the Existing Shareholder
      shall pay KMP all costs and fees incurred by KMP in relation to the
      preparation of this Agreement;

            


    

     

    but
notwithstanding anything to the contrary in this Clause, a party shall be liable
for any antecedent breach of this Agreement and continue to be liable in
relation to Clause 9.

     

    3.        Share
Capital

     

    3.1         Subscription
for Preference Shares

     

    
      
        
          	 	
                  3.1.1

                	
                  Subject
      to the terms and conditions of this Agreement, KMP shall subscribe in cash
      amounting to RM1,500,000 for 188,057 Series
      B RCPS at the Closing Date and the Company
      will allot and issue 188,057 Series
      B RCPS to KMP, free from any Encumbrance. The principal terms of the
      Series B RCPS are set out in Schedule
1.

                


        

      

    


    
      
         


      

      
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              3.1.2

            	
              The
      subscription for the Series B RCPS by KMP is not dependant or
      interconditional on completion or performance of the SSSA and Subscription
      Agreement.

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              In
      respect of the subscription for Series B RCPS under this Agreement, the
      Company will issue a Subscription Notice to the Investor.  The
      Subscription Notice will specify the number of Series B RCPS to be
      subscribed by the Investor at the Closing and the Subscription
      Price.

            


    

     

    
      	
               
      

            	
              3.1.4

            	
              The
      Existing Shareholder irrevocably confirms its waiver of all rights of
      pre-emption whatsoever that it may have in connection with the issue and
      conversion of the Series B RCPS to the Investor pursuant to the terms of
      this Agreement.

            


    

     

    4.  
     Subscription Completion Date

     

    
      	
              4.1

            	
              Subject
      to fulfilment or waiver of all conditions precedent in Clause 2.1.1, the
      completion of the allotment and issue of the Series B RCPS to KMP pursuant
      to this Agreement shall take place at the registered office of the Company
      at the Closing Date or such other date and time as may be mutually agreed
      by the Company and KMP in writing.

            


    

     

    
      	
              4.2

            	
              The
      Investor shall cause or procure a cheque, bank draft or cashier’s order in
      favour of the Company to be deposited, or a telegraphic or electronic
      transfer made, to the bank account of the Company held with HSBC Bank
      Berhad for the total subscription monies payable for the number of Series
      B RCPS to be subscribed (as set out in the relevant Subscription Notice),
      in exchange for the delivery by the Company of the
    following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              at
      the Closing Date, the share certificates in respect of the Series B RCPS,
      a certified extract of the shareholders' resolution of the Company
      approving the subscription of the Series B RCPS by KMB at the Closing
      (including amendment of the Articles of the Company where required),
      pursuant to the terms and subject to the conditions of this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      certified extract of the resolution of the Board confirming the allotment
      and issue of the relevant number of the Series B RCPS to be subscribed by
      the Investor at the Closing, pursuant to the Subscription
      Notice.

            


    

     

    
      	
              4A.

            	
              Utilisation
      of Funds

            


    

     

    The
Parties agree that 60% of the total investment raised through the issuance of
the Series A RCPS and the Series B RCPS will be utilised for the operations of
the Company in Malaysia. The remaining 40% of the total investment raised
through the issuance of the Series A RCPS and Series B RCPS shall be utilized in
the best interest of the Company.

     

    
      
         


      

      
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              5.

            	
              Undertakings,
      Warranties and Representations by the
Parties

            


    

     

    
      	
              5.1

            	
              Subject
      to any exceptions expressly and specifically disclosed in any
      correspondence, communication, document or information in writing prior to
      or after the execution of this Agreement and prior to the completion of
      the subscription of the Series B RCPS, the Parties warrant to each other
      that the information and statements set out in the Warranties are true,
      accurate and correct in all respects at the date of this Agreement. To
      this effect, the Warranties will be deemed to be repeated during this
      period as if they had been entered into afresh during the said period in
      relation to the facts and circumstances then
  existing.

            


    

     

    
      	
              5.2

            	
              The
      Parties acknowledge and agree that each of them entered into this
      Agreement in reliance on the
Warranties.

            


    

     

    
      	
              5.3

            	
              Each
      of the Warranties is separate and is to be construed independently of the
      others and is not limited by reference to any of the other
      Warranties.

            


    

     

    Save as
disclosed to the Investor in any correspondence, communication, document or
information in writing prior to or after the execution of this Agreement and
prior to the completion of this Agreement, no information relating to the Series
B RCPS or the Company will limit the nature of the Warranties given by the
Company under this Agreement, or will prejudice any claim to be made by the
Investor against the Company for any breach of the Warranties.

     

    
      	
              5.4

            	
              Each
      Party will indemnify and will keep the other Parties indemnified against
      all losses, damages, costs and expenses which the other Parties may incur
      or be liable for in respect of any claim, demand, liability, action,
      proceedings or suits arising out of or in connection with
  :

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      breach of a Warranty;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      Warranty not being true and correct in all respects;
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      Warranty being misleading in any
respect,

            


    

     

    save and
except where any of the matters set out in Clauses 5.1 to 5.3 shall have been
apparent in any correspondence, communication, document or information in
writing and disclosed or provided to the Investors prior to or after the
execution of this Agreement and prior to the completion of this
Agreement.

     

    6          Put
Options

     

    6.1          Investor’s
Put Right for shares in the Existing Shareholder

     

    The
Existing Shareholder will grant to the Investor an option to sell all the Series
B RCPS held by the Investor to the Existing Shareholder upon the terms and
conditions of the Put Agreement to be entered into between the Existing
Shareholder and the Investor.

     

    
      
         


      

      
        Page | 7

        
          

        

      

      
         


      

    


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    6.2         Investor’s
Put Option for Series B RCPS or Conversion Shares


     

    
      	
               
      

            	
              The
      Investor shall have the option to require the Existing Shareholder to
      purchase all (but not less than all) of the Conversion Shares or Series B
      RCPS held by the Investor, upon thirty (30) days’ notice in writing to the
      Existing Shareholder. The price payable for each Conversion Share shall be
      calculated based on the formula for the issue price per Conversion Share
      set out in paragraph 5 of Schedule 1 of this Agreement whereas the price
      payable for each Series B RCPS is RM7.9763, such price compounded at the
      rate of 8% per annum with yearly rests, up to the date of exercise of the
      option, and at the discretion of the Investor, may be satisfied by either
      cash or the issuance of shares in the Existing Shareholder. The option
      shall be exercisable as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              any
      time after the Closing Date for as long as KMP is the holder of Series B
      RCPS in the Company, in
      the event there is a material breach or default by the Company or the
      Existing Shareholder in any of their representations, warranties,
      undertakings, covenants and obligations under this Agreement which has not
      been remedied after 30 days written notice of such material breach or
      default; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      time between 1 January 2011 and 31 December 2011 and subject to the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      share price of the Existing Shareholder’s shares is below USD2.25;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              due
      to any breach or default attributable to the Existing Shareholder, the
      Investor is unable to exercise its rights under the Put
      Agreement.

            


    

     

    7.        Previous
Agreements and Prevalence of Agreement

     

    
      	
              7.1

            	
              This
      Agreement and the documents referred to in its provisions are in
      substitution for all previous agreements between all or any of the Parties
      and contain the whole agreement between the Parties relating to the
      subject matter of this Agreement.

            


    

     

    8. 
      Remedy on an Event of Default

     

    
      	
              8.1

            	
              Each
      of the following will be regarded as an Event of
  Default:

            


    

     

    
      	
               
      

            	
              (a)

            	
              either
      of the Parties committing a breach of its obligations under this Agreement
      and, in the case of a breach capable of remedy, failing to remedy the same
      within twenty one (21) days of being specifically required in writing so
      to do by the other Party; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      distress, execution, sequestration or other process being levied or
      enforced upon or sued out against the property of any of the Parties which
      is not discharged within ten (10) days;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      encumbrancer taking possession of or a receiver or trustee being appointed
      over the whole or any part of the undertaking, property or assets of any
      of the Parties; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      making of an order or the passing of a resolution for the winding up of
      any of the Parties, otherwise than for the purpose of a reconstruction or
      amalgamation without insolvency or previously approved by the other
      Parties (such approval not to be unreasonably
  withheld).

            


    

     

    
      
         


      

      
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              8.2

            	
              In
      the event of an Event of Default taking place prior to the
      Closing,

            


    

     

    
      	
               
      

            	
              (a)

            	
              where
      the Company or the Existing Shareholder is the defaulting Party, KMP shall
      be entitled to terminate this
Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              where
      KMP is the defaulting Party, the Company and the Existing Shareholder
      shall be entitled to terminate this
Agreement;

            


    

     

    
      	
               
      

            	
              without
      prejudice to any rights or remedies the non-defaulting Parties may have
      against the defaulting Party for any antecedent
  breach.

            


    

     

    
      	
              8.3

            	
              Notwithstanding
      any provision in this Agreement to the contrary, this Agreement shall
      remain in full force and effect for so long as shall be necessary to
      fulfil and give effect to the arrangements and undertakings contained in
      this Agreement.

            


    

     

    
      	
              8.4

            	
              Termination
      of this Agreement for any cause in accordance with the provisions of this
      Agreement shall not release any Party from any liability which at the time
      of termination has already accrued to the other or which thereafter may
      accrue in respect of any act or omission prior to such termination or
      which has accrued in consequence of this
clause.

            


    

     

    9.        Confidentiality

     

    Parties shall :

     

    
      	
               
      

            	
              (a)

            	
              ensure
      the confidentiality of this Agreement and the transactions contemplated in
      this Agreement;

            


    

     

    
      	
            	
              (b)

            	
              not
      disclose any provision of this Agreement except
  :

            


    

     

    
      	
               
      

            	
              (i)

            	
              where
      required by law or any relevant governmental regulatory body or competent
      authority;

            


    

     

    
      	
            	
              (ii)

            	
              to
      any financier or professional adviser acting for the party;
    or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      information is public knowledge otherwise than as a consequence of breach
      of this Clause.

            


    

     

    
      All
public announcements where references are made to the Investor or companies
related to the Investor shall only be made with the prior written consent of the
Investor (which shall not be unreasonably withheld), irrespective of the
jurisdiction in which the announcement is made.

    

     

    
      	
               
      

            	
              This
      restriction continues to apply after the expiration or sooner termination
      of this Agreement without limit in point of time but ceases to apply to
      information or knowledge which may properly come into the public domain
      through no fault of the Party so
restricted.

            


    

     

    10.     
Further Assurance

     

    Each
party shall execute and do all such documents and things as are necessary to
carry this Agreement into effect or to give full effect to this
Agreement.

    

      
        
           


        

        
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                11.

              	
                Remedies

              


      

       

      If a
Party does not comply with its obligations under this Agreement, the other
Parties are entitled to the remedy of specific performance and injunctive relief
(as may be applicable), and monetary compensation by itself is not an adequate
remedy.

      


      
        
          	
                  12.

                	
                  Waiver
      and Variation

                
	 	 


        

      

      
        	
                12.1

              	
                Rights
      not affected

              


      

       

      The
rights which each Party has under this Agreement shall not be prejudiced or
restricted by any delay in exercising or failure to exercise any right or remedy
under this Agreement.  Unless otherwise agreed in writing, no waiver
by any party in respect of a breach shall operate as a waiver in respect of any
subsequent breach.

       

      
        	
                12.2

              	
                Cumulative
      rights and remedies

              


      

       

      The
rights and remedies provided in this Agreement are in addition to, and do not
exclude or limit, any rights or remedies provided by law or equity.

       

      
        	
                12.3

              	
                Variation

              


      

       

      This
Agreement shall not be varied unless the variation is expressly agreed in
writing by each Party.

       

      
        	
                13.

              	
                Severability

              


      

       

      If any
provision of this Agreement is void or unenforceable, it shall be regarded as
deleted from this Agreement, and the remaining provisions shall continue to
apply.

       

      
        	
                14.

              	
                Continuing
      Effect

              


      

       

      Notwithstanding
the completion of the transaction contemplated in this Agreement, the provisions
of this Agreement shall continue to survive or subsist so long as may be
necessary for the purpose of giving effect to each of them.

       

      
        	
                15.

              	
                Time

              


      

       

      Time
wherever mentioned in this Agreement shall be of the essence of this
Agreement.

       

      
        	
                16.

              	
                Legal
      Relationship

              


      

       

      
        	
                 
      

              	
                Nothing
      in this Agreement shall create, or be regarded as creating, a partnership
      or the relationship of employer and employee between the Parties. Neither
      Party has any authority to bind the other in any
  way.

              


      

       

      
        	
                 
      

              	
                The
      Parties are all separate legal entities and as such no third parties shall
      have any claim or recourse against the Company for the liabilities and
      obligations of the Existing Shareholder to the abovementioned third
      parties.

              


      

       

      
        
           


        

        
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                17.

              	
                Costs
      and Expenses

              


      

       

      The
Parties shall be liable for their own respective costs incurred, as
follows:

       

      (a)           due
diligence costs;

       

      (b)           fees
for the solicitors’, company secretary, tax advisers and accountants;
and

       

      (c)           notarisation
and the commercial register.

       

      
        	
                18.

              	
                Assignment;
      Successors

              


      

       

      
        	
                18.1

              	
                Assignment

              


      

       

      Parties
may not assign or otherwise deal with its respective rights or benefits under
this Agreement without the prior written consent of the other
Parties.

       

      
        	
                18.2

              	
                Successors
      and assigns

              


      

       

      This
Agreement shall be binding upon the parties and their respective successors,
permitted assigns and personal representatives.

       

      
        	
                19.

              	
                Notices

              


      

       

      
        	  	
                Without
      affecting any other effective mode of service, any notice given under this
      Agreement :

              


      

       

      
        	
                 
      

              	
                (a)

              	
                must
      be in writing and may be delivered personally or sent by registered post
      to the intended recipient at the address shown below or the address last
      notified by the intended recipient to the sender
  :

              


      

       

      For the
Investors :

       

      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

       

      For the
Existing Shareholder:

       

      Wafergen
Bio-Systems Inc

       

      Bayside
Technology Center,

       

      46531
Fremont Blvd,

       

      
        
           


        

        
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      Fremont,
CA 94538, USA

       

      Attn :
Alnoor Shivji

       

      Tel : +1
(510) 468-0546

       

      Fax : +1
(510) 651-4599


       

      For the
Company:

       

      Wafergen Biosystems (M) Sdn
Bhd

       

      Suite
B.3(2), Ground Floor

       

      KHTP
Business Centre

       

      KHTP,
09000 Kulim

       

      Kedah
Darul Aman, Malaysia

       

      Tel :
+6019 312 4751

       

      Fax :
+604 402 3305

       

      Attn:
Nazri Said

       

      
        	
                 
      

              	
                (b)

              	
                must
      be signed; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                will
      be taken to be duly given or made :

              


      

       

      
        	
                 
      

              	
                (i)

              	
                (in
      the case of delivery in person) when delivered, received or left at the
      above address; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                (in
      the case of delivery by registered post) 48 hours after posting, and in
      proving service it shall only be necessary to prove that the communication
      was contained in an envelop which was duly addressed and posted in
      accordance with this Clause,

              


      

       

      
        	
                 
      

              	
                but
      if delivery, receipt or service occurs, or will be taken to occur, on a
      day on which business is not generally carried on in the place to which
      the communication is sent or is later than 4 p.m. (local time) it will be
      taken to have been duly given or made at the commencement of business on
      the next day on which business is generally carried on in the
      place.

              


      

       

      
        	
                20.

              	
                Entire
      agreement

              


      

       

      This
Agreement is the entire agreement between the Parties in respect of its subject
matter and supersedes all previous agreements with respect to its subject
matter.

       

      
        	
                21.

              	
                Counterparts

              


      

       

      This
Agreement may be executed in any number of counterparts, and all counterparts
taken together constitute one and the same instrument.


      
        
           


        

        
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                22.

              	
                Governing
      Law and Jurisdiction

              


      

       

      This
Agreement is governed by the laws of Malaysia, and each party submits to the
non-exclusive jurisdiction of the courts exercising jurisdiction in
Malaysia.

      

        
          
             


          

          
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      SCHEDULE
1

      


      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 date of 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 Investors are 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 plus all accrued but unpaid dividends and dividends in arrears, 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:

       

      
        
          

        

      

       

      
        	
                 
      

              	
                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

              


      


      
        
           


        

        
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      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.

              


      

      


      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).


      
        
           


        

        
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                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.

       

      
        	
                8.

              	
                Voting
      Rights

              


      

       

      The
holder of the 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),

              


      

       


      
        
           


        

        
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                (c)

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

              


      

       

      
        	
                 
      

              	
                (d)

              	
                increases
      or decreases the number of authorized  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.


       

      [The remainder of this page is
intentionally left blank]


      
        
           


        

        
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      SCHEDULE
2


       

      Representations
and Warranties

       

      
        	
                1.

              	
                Representations
      and Warranties by the Investor

              


      

       

      The
Investor warrants to the Company and the Existing Shareholder as
follows.

       

      
        	
                 
      

              	
                1.1

              	
                Capacity and
      Authority

              


      

       

      The
Investor is duly incorporated and validly exists under the laws of Malaysia and
has the power to own its assets and carry on its business as now being
conducted.

       

      
        	
                 
      

              	
                1.2

              	
                Power to execute this
      Agreement

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Investor has the right, power and authority, and has taken or will take
      all action necessary, to validly execute, deliver and exercise its rights
      and perform its obligation under this
Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Other
      than those set out in this Agreement, no other consent, approval,
      authorization or other order of any court, regulatory body, administrative
      agency or other order of any other governmental body is required for the
      execution and delivery by the Investor of this Agreement or the
      performance by the Investor of the transactions contemplated under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                This
      Agreement is a valid and binding obligation of the Investor and is
      enforceable against the Investor in accordance with its
    terms;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      execution, delivery and performance of this Agreement will not violate any
      judgment, order or decree to which the Investor is subject and will not be
      inconsistent with any constitutional documents or contracts to which the
      Investor is a party to or otherwise binding on the Investor;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                There
      is no action, proceeding, claim or investigation pending against the
      Investor before any court or administrative authority, which, if
      determined against the Investor, may reasonably be expected to have a
      material adverse effect on the Investor’s ability to perform the
      obligations hereunder.

              


      

       

      
        	
                2.

              	
                Representations
      and Warranties by the Existing Shareholder and the
  Company

              


      

       

      
        The
Existing Shareholder and the Company warrant to the Investors as
follows.

      

       

      
        	
                 
      

              	
                2.1

              	
                Capacity and
      Authority

              


      

       

      The
Company is duly incorporated and validly exists under the laws of Malaysia and
has the power to own its assets and carry on the Business.

       

      
        	
                 
      

              	
                2.2

              	
                Power to execute this
      Agreement

              



        
          
             


          

          
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                (a)

              	
                The
      Existing Shareholder and Company have the right, power and authority, and
      have taken or will take all action necessary, to validly execute, deliver
      and exercise their rights, and perform their obligations under this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Other
      than those set out in this Agreement, no other consent, approval,
      authorization or other order of any court, regulatory body, administrative
      agency or other order of any other governmental body is required for the
      execution and delivery by the Existing Shareholder and the Company of this
      Agreement or the performance by the Existing Shareholder and the Company
      of the transactions contemplated under this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                This
      Agreement is a valid and binding obligation of the Existing Shareholder
      and the Company and after fulfillment of the conditions precedent is
      enforceable against the Existing Shareholder and the Company in accordance
      with its terms;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      execution, delivery and performance of this Agreement will not violate any
      judgment, order or decree to which the Existing Shareholder and the
      Company is subject and save as otherwise disclosed, will not be
      inconsistent with any constitutional documents or contracts to which the
      Existing Shareholder and/or the Company is a party to or otherwise binding
      on the Existing Shareholder and/or the Company;
  and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                There
      is no action, proceeding, claim or investigation pending against the
      Existing Shareholder and/or the Company before any court or administrative
      authority, which, if determined against the Existing Shareholder and/or
      the Company, may reasonably be expected to have a material adverse effect
      on the Existing Shareholder and the Company’s ability to perform the
      obligations hereunder.

              


      

       

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intentionally left blank]


      
        
           


        

        
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      SCHEDULE
3

       

      Subscription
Notice

       

      From
:              Wafergen
Biosystems (M) Sdn Bhd

       

      To
:                  Kumpulan
Modal Perdana

       

      SHARE
SUBSCRIPTION AGREEMENT DATED ** (“Subscription Agreement”)

       

      We refer to the Subscription Agreement
made between yourselves, the Existing Shareholder, and us. Terms defined in the
Subscription Agreement have the same meanings when used in this
notice.

       

      We hereby give you notice, in
accordance with the terms and conditions of the Subscription Agreement, of your
required subscription for 188,057 of the Series B RCPS at a total Subscription
Price of RM1,500,000, such subscription to be completed on [date] at [time],
being the Closing Date.

       

      Dated
:

       

      Yours
faithfully

      For and
on behalf of

      Wafergen
Biosystems (M) Sdn Bhd

       

      
        	
                By:

              	 
      
	 
      	 
      
	
                Name:

              	 
      
	 
      	 
      
	
                Title:

              	 
      


      


      
        
           


        

        
          Page | 20

          
            

          

        

        
           


        

      


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      Execution

       

      Executed
as an Agreement.

      


      
        
          
            
              
                
                  	
                          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:

                          


                  

                

              

            

          

        

      

       

      
        
           


        

        
          Page | 21

          
            

          

        

        
           


        

      


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                        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:

                      


              

            

          

        

      


      
        
           


        

        
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