EXHIBIT
10.2

     

    WAFERGEN
BIO-SYSTEMS, INC.

     

    PUT
AGREEMENT

     

    THIS PUT AGREEMENT (this
“Agreement”) is entered
into as of _________ __, 2009, by and among WaferGen Bio-systems, Inc., a Nevada
corporation (“WaferGen
US”), and the purchasers (the “WaferGen Malaysian Investors”
or “Holders”) of the
Series B Redeemable Convertible Preference Shares in WaferGen Biosystems (M)
Sdn. Bhd., a Malaysian corporation (the “Company”) (“Series B Shares”) pursuant to
that certain Share Subscription Agreement dated as of _______ __, ____, among
WaferGen US, the WaferGen Malaysian Investors and the Company (the “Purchase
Agreement”).  Any term not defined herein shall have the
meaning ascribed to such term in the Purchase Agreement.

     

    RECITALS

     

    A.           WHEREAS,
the WaferGen Malaysian Investors have entered into the Purchase Agreement for
the purchase of and subscription for certain Series B Shares of the
Company.

     

    B.           WHEREAS,
in order to induce the WaferGen Malaysian Investors to enter into the Purchase
Agreement, WaferGen US has agreed to grant to each WaferGen Malaysian Investor
an option to put (the “Put
Right”) to WaferGen US the Series B Shares held by such WaferGen
Malaysian Investor, whereby the Series B Shares held by such WaferGen Malaysian
Investor will be exchanged for shares of Common Stock of WaferGen US on the
terms set forth below.

     

    C.           WHEREAS,
certain capitalized terms used in this Agreement are defined in Section 2.12
hereof.

     

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

     

    AGREEMENT

     

    SECTION  1

    PUT
RIGHT

     

    1.1           Put
Right.  Upon receipt by WaferGen US of a written request from a
Holder of Holder’s desire to exercise the Holder’s Put Right (a “Holder’s Put Notice”), then
all, but not less than all, of such Holder’s Series B Shares shall be exchanged
as described in Section 1.2 below (the “Exchange”).  For the
avoidance of doubt, each Holder shall have the right to exercise such Put Right
individually.  After delivery of such Holder’s Put Notice, the Holder
shall deliver all of such Holder’s share certificates and duly executed share
transfer forms with respect to such Series B Shares to the Secretary of WaferGen
US (or to his/her order) as promptly as practicable (but in no event more than
30 days after the date thereof) and take any other actions reasonably
required to effectuate the transfer of all such Holder’s Series B Shares to
WaferGen US. WaferGen US may nominate its nominee(s) to accept the transfer of
the Series B Shares. WaferGen US shall be required to comply with the
requirements of this paragraph until the fifth anniversary of the date of this
Agreement, but may in its sole discretion comply with provisions of this
paragraph after such date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2          The Exchange; No Fractional
Shares.

     

    (a)           Upon
the occurrence of an Exchange, each of the Holder’s Series B Shares subject to
such Holder’s Put Notice shall be converted into the right to receive that
number of Exchange Securities equal to the U.S. dollar equivalent of the
original purchase or subscription price per share paid for each such Holder’s
Series B Share (with such conversion to U.S. dollars being calculated as of the
date of purchase and equaling USD $2.25 on the date of
purchase)  pursuant to the Purchase Agreement, divided by the Exchange
Price (in each case as adjusted for stock splits, recapitalization, combinations
and similar transactions).

     

    (b)           Notwithstanding
Section 1.2(a) above, if the Holder’s Put Notice is delivered to WaferGen US on
or after August 1, 2010, the Holder’s Series B Shares shall convert into the
right to receive the following number of Exchange Securities:

     

    (i)           If
during the ten-day trading period immediately prior to the date on which the
Company receives the Holder’s Put Notice the average closing price of WaferGen
US’s shares of Common Stock on the OTC Bulletin Board or stock exchange on which
such shares are listed at such time (to the extent such shares are then listed)
is less than USD $2.647 per share (as adjusted for stock splits,
recapitalization, combinations and similar transactions), then each of the
Holder’s Series B Shares subject to such Holder’s Put Notice shall be converted
into the right to receive that number of Exchange Securities equal to the U.S.
dollar equivalent of the original purchase or subscription price per share paid
for each such Holder’s Series B Share (with such conversion to U.S. dollars
being calculated as of the date of purchase and equaling USD $2.25 on the date
of purchase) pursuant to the Purchase Agreement, divided by the Adjusted
Exchange Price (in each case as adjusted for stock splits, recapitalization,
combinations and similar transactions).

     

    (ii)           If
during the ten-day trading period immediately prior to the date on which the
Company receives the Holder’s Put Notice the average closing price of WaferGen
US’s shares of Common Stock on the OTC Bulletin Board or stock exchange on which
such shares are listed at such time (to the extent such shares are then listed)
is equal to or exceeds USD $2.647 per share (as adjusted for stock splits,
recapitalization, combinations and similar transactions), then each of the
Holder’s Series B Shares subject to such Holder’s Put Notice shall be converted
into the right to receive that number of Exchange Securities as set forth in
Section 1.2(a).

     

    (c)           All
Exchange Securities shall be aggregated and issued to such Holder, except that
no fractional shares of Exchange Securities shall be issued upon the occurrence
of an Exchange.  If, after the aforementioned aggregation, the
conversion would result in the issuance of any fractional share, WaferGen US
shall, in lieu of issuing any fractional share, pay cash equal to the product of
such fraction multiplied by the per share fair market value of the Exchange
Securities (as determined in good faith by the Board of Directors of WaferGen
US).


    
      
         


      

      
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    (d)           Subject
to the delivery by the Holder of its share certificates and other documents to
WaferGen US as required hereby, upon the occurrence of the Exchange, WaferGen US
shall as soon as practicable (but in no event more than 30 days after the date
of the Exchange) issue to such Holder share certificates representing the
Exchange Securities.

     

    1.3           Rights After
Exchange.  From and after the applicable Exchange, all rights
of the Holder with respect to the exchanged Holder’s Series B Shares shall cease
with respect to such shares (except the right to receive the Exchange
Securities, and any cash payment for fractional shares, without interest upon
surrender of their certificate or certificates), and such shares shall be owned
legally and beneficially by WaferGen US for all purposes and will be transferred
to WaferGen US on the books and records of the Company.

     

    1.4           Rights After
Conversion.  If at any time any or all of Holder’s Series B
Shares are converted into Ordinary Shares of the Company for any reason, such
Holder’s Put Right pursuant to this Agreement with respect to all of such
Holder’s Series B Shares shall terminate and expire in its entirety upon such
conversion, and such Holder shall have not have any Put Right with respect to
any Ordinary Shares held by such Holder.

     

    SECTION  2

    MISCELLANEOUS

     

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

     

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

     

    2.3           Assignment of Put
Right.  The Put Right granted in this Agreement may only be
assigned by a Holder in connection with a permitted transfer of Series B Shares
by the Holder in accordance with Clause 10 of the Purchase
Agreement.


    
      
         


      

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

     

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

     

    2.6           Amendment and
Waiver.  Except as otherwise expressly provided, the
obligations of WaferGen US and the rights of the Holders under this Agreement
may be amended, modified or waived only with the written consent of WaferGen US
and Holders holding at least a majority of all Series B Shares then held by all
Holders (excluding for purposes of this calculation any Series B Shares held by
WaferGen US or its nominee(s)).

     

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

     

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

     

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


    
      
         


      

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

     

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

     

    2.12           Definitions.  For
purposes of this Agreement, the terms below shall have the definitions ascribed
to them below:

     

     
  2.12.1    The “Adjusted Exchange Price” shall
be equal to the product of (x) the average closing price of WaferGen US’s shares
of Common Stock on the OTC Bulletin Board or stock exchange on which such shares
are listed at such time (to the extent such shares are then listed) for the
ten-day trading period immediately prior to the date on which the Company
receives the Holder’s Put Notice and (y) 0.85.

     

     
  2.12.2    “Common Stock” means the common
stock, par value $0.001 per share, of WaferGen US.

     

     
  2.12.3    The “Exchange Price” shall be equal
to USD $2.25 per share.

     

     
  2.12.4    “Exchange Securities” shall
mean shares of Common Stock of WaferGen US.

     

    2.13           Certain
Restrictions.  Each Holder understands that any shares of
Common Stock of WaferGen US to be received in an Exchange may be characterized
as “restricted securities” under the federal securities laws inasmuch as they
would be acquired from WaferGen US in a transaction not involving a public
offering and that under such laws and applicable regulations, such securities
may be resold without registration under the Securities Act of 1933, as amended
(the “Act”), only in certain limited circumstances.  In this regard,
the Holder represents that it is familiar with Rule 144 under the Act, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.  WaferGen US hereby agrees to use its commercially
reasonable efforts to cause any shares of Common Stock of WaferGen US received
in an Exchange to be registered for resale under the Act as soon as practicable
following such Exchange.  Absent such registration, the Holder
understands that any shares of Common Stock of WaferGen US received in an
Exchange will not have been registered under the Act, and thus the Holder will
not be able to resell or otherwise transfer any such shares of Common Stock
unless they are registered under the Act or an exemption from such registration
or qualification is available.

     

    2.14           Transfer
Taxes.  All excise, transfer, stamp, documentary, filing,
recordation and other similar taxes which may be imposed or assessed as the
result of any Exchange, together with any interest, additions or penalties with
respect thereto and any interest in respect of such additions or penalties,
shall be borne equally by WaferGen US and the Holder consummating such
Exchange.

    


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

     

    
      
        
          
            	
                    WAFERGEN US:

                  
	 
      
	
                    WAFERGEN
      BIO-SYSTEMS, INC.

                  
	 
      	 
      
	
                    By:

                  	  
      
	 
      	
                    Alnoor
      Shivji

                  
	 
      	
                    Chairman,
      President & Chief Executive Officer

                  
	 
      	 
      
	
                    Address:

                  
	
                    WaferGen
      Bio-systems, Inc.

                  
	
                    Bayside
      Technology Center

                  
	
                    46531
      Fremont Blvd.

                  
	
                    Fremont,
      CA 94538, USA

                    Facsimile:
      510 651 4599

                  
	 
      	 
      
	
                    WAFERGEN
      MALAYSIAN INVESTOR:

                  
	 
      
	
                    Kumpulan
      Modal Perdana Sdn Bhd

                  
	 
      	 
      
	
                    By:

                  	  
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  
	 
      	 
      
	
                    Address:

                  
	 
      
	
                    Level
      7, Menara Milenium, Jalan Damanlela,

                  
	
                    Pusat
      Bandar Damansara, Damansara Heights,

                  
	
                    50490
      Kuala Lumpur

                  
	 
      
	
                    Facsimile:
      +603 2264 5388

                  


          

        

      

    

     

    
      Signature
Page to Put Agreement