EXHIBIT
10.59

    


    Warrant
Certificate No. _______

    


    For
accredited investors:

    


    THE
SECURITIES REPRESENTED HEREBY [(AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF)] HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.

    


    For
investors acquiring the Units in an offshore transaction outside the United
States and who are not U.S. Persons:

    


    THE
SECURITIES REPRESENTED HEREBY [(AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF)] WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY,
NONE OF SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY
U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED
IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE
UNITED STATES UNLESS THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Effective
      Date:
      [                                ],
      2009

              	
                Void
      After:
      [                                ],
      2014

              


      

    

    


    WAFERGEN
BIO-SYSTEMS, INC.

    


    WARRANT
TO PURCHASE COMMON STOCK

    


    WaferGen Bio-systems, Inc., a
Nevada corporation (the “Company”), for value received
on
[                         ],
2009 (the “Effective
Date”), hereby issues to
[                                        ] (the “Holder”) this Warrant (the
“Warrant”) to purchase,
[            ]
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the
Exercise Price (as defined below), as adjusted from time to time as provided
herein, on or before
[                     ],
2014 (the “Expiration
Date”), all subject to the following terms and
conditions.   The Warrant Shares (as defined below) issued upon
exercise of this Warrant shall be subject to the provisions of the Company’s
Amended and Restated Articles of Incorporation, a copy of which will be
furnished to the holder hereof upon written request and without charge. Unless
otherwise defined in this Warrant, terms appearing in initial capitalized form
shall have the meaning ascribed to them in that certain Subscription Agreement
between the Company and the purchaser signatory thereto entered into in
connection with a private placement of the Company’s securities and pursuant to
which this Warrant was issued (the “Subscription
Agreement”).  This Warrant is one of a series of Warrants
issued in accordance with the terms of the Offering (collectively, the “Warrants”) to the Holder and
additional investors (collectively, the “Holders”).

    


    As used
in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required
by law or executive order to close; (ii) “Exercise Price” means $2.50 per whole share of
Common Stock, subject to adjustment as provided herein; (iii) “Warrant Shares” means the
shares of Common Stock issuable upon exercise of the Warrant, including any
securities issued or issuable with respect thereto or into which or for which
such shares may be exchanged, or converted, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification,
reorganization or other similar event; (iv) “Trading Day” means any day on
which the Common Stock is traded on the primary national or regional stock
exchange on which the Common Stock is listed, or if not so listed, the OTC
Bulletin Board, if quoted thereon, is
open for the transaction of business; and (v) “Affiliate” means any person
that, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, a person, as such terms are used
and construed in Rule 144 promulgated under the Securities Act of 1933, as
amended (the “Securities
Act”).

    


    
      	
              1.

            	
              DURATION
      AND EXERCISE OF WARRANT

            


    

    


    (a)           Exercise
Period.  The Holder may exercise this Warrant at any time and
from time to time, in whole or in part, on any Business Day on or before 5:00
P.M., Eastern Time, on the Expiration Date, at which time this Warrant shall
become void and of no value, and all rights hereunder shall thereupon
cease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Exercise
      Procedures.

            


    

    


    (i)           While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), the Holder may exercise this Warrant, in whole or in part, as
follows:

    


    (A)           By
presentation and surrender of this Warrant to the Company at its principal
offices or at such other office or agency as the Company may specify in writing
to the Holder, with a duly executed copy of the Notice of Exercise attached as
Exhibit A;
and

    


    (B)           Payment
of the then-applicable Exercise Price per share multiplied by the number of
Warrant Shares being purchased upon exercise of the Warrant (such amount, the
“Aggregate Exercise
Price”) made in the form of cash, or by certified check, bank draft or
money order payable in lawful money of the United States of America or in the
form of a Cashless Exercise (as defined below) to the extent permitted in
Section 1(b)(ii) below.

    


    (ii)           At
any time when a registration statement covering the resale of the Warrant Shares
by the Holder is not effective after six months after the Effective Date, the
Holder may, in its sole discretion, exercise all or any part of the Warrant in a
“cashless” or “net-issue” exercise (a “Cashless Exercise”) by
delivering to the Company (1) the Notice of Exercise and (2) the original
Warrant, pursuant to which the Holder shall surrender the right to receive upon
exercise of this Warrant, a number of Warrant Shares having a fair market value
(as determined below) equal to the Aggregate Exercise Price, in which case, the
number of Warrant Shares to be issued to the Holder upon such exercise shall be
calculated using the following formula:

    


    
      
        
          
            
              
                	
                        X

                      	
                        =

                      	
                        Y * (A - B)

                      
	 
      	 
      	
                        A

                      


              

            

          

        

      

    

    


    
      
        
          
            	
                    with:

                  	
                    X
      =

                  	
                    the
      number of Warrant Shares to be issued to the Holder

                  
	 
      	 
      	 
      
	 
      	
                    Y
      =

                  	
                    the
      number of Warrant Shares with respect to which the Warrant is being
      exercised

                  
	 
      	 
      	 
      
	 
      	
                    A
      =

                  	
                    the
      fair market value per share of Common Stock on the date of exercise of the
      Warrant

                  
	 
      	 
      	 
      
	 
      	
                    B
      =

                  	
                    the
      then-current Exercise Price of the
Warrant

                  


          

        

      

    

    


    Solely
for the purposes of this paragraph, “fair market value” per share of Common
Stock shall mean (A) the average of the closing sales prices, as quoted on the
primary national or regional stock exchange on which the Common Stock is listed,
or, if not listed, the OTC Bulletin Board if quoted thereon, on the twenty (20)
Trading Days immediately preceding the date on which the Notice of Exercise is
deemed to have been sent to the Company, or (B) if the Common Stock is not
publicly traded as set forth above, as reasonably and in good faith determined
by the Board of Directors of the Company as of the date which the Notice of
Exercise is deemed to have been sent to the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Notwithstanding
the foregoing provisions of this Section 1(b)(ii), the Holder may not make a
Cashless Exercise if and to the extent that such exercise would require the
Company to issue a number of shares of Common Stock in excess of its authorized
but unissued shares of Common Stock, less all amounts of Common Stock that have
been reserved for issuance upon the conversion of all outstanding securities
convertible into shares of Common Stock and the exercise of all outstanding
options, warrants and other rights exercisable for shares of Common
Stock.  If the Company does not have the requisite number of
authorized but unissued shares of Common Stock to permit the Holder to make a
Cashless Exercise, the Company shall use commercially reasonable efforts to
obtain the necessary shareholder consent to increase the authorized number of
shares of Common Stock to permit such Holder to make a Cashless Exercise
pursuant to this Section 1(b)(ii).

    


    (iii)           Upon
the exercise of this Warrant in compliance with the provisions of this Section
1(b), and except as limited pursuant to the last paragraph of Section 1(b)(ii),
the Company shall promptly issue and cause to be delivered to the Holder a
certificate for the total number of Warrant Shares for which this Warrant is
being exercised.  Each exercise of this Warrant shall be effective
immediately prior to the close of business on the date (the “Date of Exercise”) on which
the conditions set forth in Section 1(b) have been satisfied. On or before the
second Business Day following the date on which the Company has received each of
the Notice of Exercise and the Aggregate Exercise Price (or notice of a Cashless
Exercise in accordance with Section 1(b)(ii)) (the “Exercise Delivery Documents”), the Company shall
transmit an acknowledgment of receipt of the Exercise Delivery Documents to the
Company’s transfer agent (the “Transfer Agent”). On or before
the fifth Business Day following the date on which the Company has received all
of the Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program and either (A) there is an effective Registration
Statement permitting the resale of the Warrant Shares by the Holder or (B) the
shares are eligible for resale without volume or manner-of-sale limitations
pursuant to Rule 144, upon the request of the Holder credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is
not participating in the DTC Fast Automated Securities Transfer Program, issue
and dispatch by overnight courier to the address as specified in the Notice of
Exercise, a certificate, registered in the Company’s share register in the name
of the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise.  Upon delivery of
the Exercise Delivery Documents, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery
of the certificates evidencing such Warrant Shares. If the number of Warrant
Shares represented by this Warrant is greater than the actual number of Warrant
Shares being acquired upon such an exercise, then the
Company shall as soon as practicable and in no event later than five (5)
Business Days after any exercise, and at its own expense, issue a new Warrant of
like tenor representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant is
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

        


    (iv)           If
the Company shall fail for any reason or for no reason to issue to the Holder,
within five (5) Business Days of receipt of the Exercise Delivery Documents, a
certificate for the number of shares of Common Stock to which the Holder is
entitled and register such shares of Common Stock on the Company’s share
register or to credit the Holder’s balance account with DTC for such number of
shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise of this Warrant, and if on or after such Business Day the Holder
purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of shares of Common
Stock issuable upon such exercise that the Holder anticipated receiving from the
Company (a “Buy-In”),
then the Company shall, within five (5) Business Days after the Holder’s request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such shares
of Common Stock) shall terminate, or (ii) promptly honor its obligation to
deliver to the Holder a certificate or certificates representing such shares of
Common Stock and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the closing bid price on the date of exercise.

    


    (c)           Partial
Exercise.  This Warrant shall be exercisable, either in its
entirety or, from time to time, for part only of the number of Warrant Shares
referenced by this Warrant. If this Warrant is exercised in part, the Company
shall issue, at its expense, a new Warrant, in substantially the form of this
Warrant, referencing such reduced number of Warrant Shares that remain subject
to this Warrant.

    


    (d)           Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 15.

    


    
      	
              2.

            	
              ISSUANCE
      OF WARRANT SHARES

            


    

    


    (a)           The
Company covenants that all Warrant Shares will, upon issuance in accordance with
the terms of this Warrant, be (i) duly authorized, fully paid and
non-assessable, and (ii) free from all liens, charges and security interests,
with the exception of claims arising through the acts or omissions of the Holder
and except as arising from applicable federal and state securities
laws.

    


    (b)           The
Company shall register this Warrant upon records to be maintained by the Company
for that purpose in the name of the record holder of such Warrant from time to
time. The Company may deem and treat the registered Holder of this Warrant as
the absolute owner thereof for the purpose of any exercise thereof, any
distribution to the Holder thereof and for all other
purposes.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           The
Company will not, by amendment of its articles of incorporation or by-laws or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all action necessary or appropriate in order to protect the rights of
the Holder to exercise this Warrant, or against impairment of such
rights.

    


    
      	
              3.

            	
              ADJUSTMENTS
      OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT
  SHARES

            


    

    


    (a)           The
Exercise Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 3(a); provided, that
notwithstanding the provisions of this Section 3(a), the Company shall not be
required to make any adjustment if and to the extent that such adjustment would
require the Company to issue a number of shares of Common Stock in excess of its
authorized but unissued shares of Common Stock, less all shares of Common Stock
that have been reserved for issuance upon the conversion of all outstanding
securities convertible into shares of Common Stock and the exercise of all
outstanding options, warrants and other rights exercisable for shares of Common
Stock.  If the Company does not have the requisite number of
authorized but unissued shares of Common Stock to make any adjustment, the
Company shall use its commercially reasonable efforts to obtain the necessary
shareholder consent to increase the authorized number of shares of Common Stock
to make such an adjustment pursuant to this Section 3(a).

    


    (i)           Subdivision or Combination
of Stock.  If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
shall be proportionately increased.  If the Company at any time after
the date of issuance of this Warrant combines (by combination, reverse stock
split or otherwise) its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares shall be
proportionately decreased.  Any adjustment under this Section 3(a)(i)
shall become effective at the close of business on the date the subdivision or
combination becomes effective.  The Exercise Price and the Warrant
Shares, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described in this Section
3(a)(i).

    


    (ii)           Distribution of
Assets.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spinoff, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case the Exercise Price
and the number of Warrant Shares in effect immediately prior to the close of
business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be adjusted proportionately,
and the Holder hereof shall, upon the exercise of this Warrant, be entitled to
receive, in addition to the number of shares of Common Stock receivable
thereupon, and without payment of any additional consideration therefor, the
amount of assets that such Holder would hold on the date of such exercise had
such Holder been the holder of record of such Common Stock as of such record
date.  The Exercise Price and the Warrant Shares, as so adjusted,
shall be readjusted in the same manner upon the happening of any successive
event or events described in this Section 3(a)(ii).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (iii)           Reorganization, Reclassification,
Consolidation,
Merger or Sale. If any recapitalization, reclassification or
reorganization of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a
way that holders of Common Stock shall be entitled to receive stock, securities
or other assets or property (an “Organic Change”), then, as a
condition of such Organic Change, lawful and adequate provisions shall be made
by the Company whereby upon any subsequent exercise of this Warrant, the Holder
hereof shall thereafter have the right to purchase and receive (in lieu of the
shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented by this Warrant) such
shares of stock, securities or other assets or property that the Holder would
have received upon or as a result of such Organization Change if the Holder had
exercised this Warrant immediately prior to such event.  In the event
of any Organic Change, appropriate provision shall be made by the Company with
respect to the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of shares purchasable and
receivable upon the exercise of this Warrant) shall thereafter be applicable, in
relation to any shares of stock, securities or other assets or property
thereafter deliverable upon the exercise hereof. The Company will not effect any
such consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument reasonably satisfactory in form and substance to the
Holder executed and mailed or delivered to the registered Holder hereof at the
last address of such Holder appearing on the books of the Company, the
obligation to deliver to such Holder such shares of stock, securities or other
assets or property as, in accordance with the foregoing provisions, such Holder
may be entitled to purchase. If there is an Organic Change, then the Company shall
cause to be mailed to the Holder at its last address as it shall appear on the
books and records of the Company, at least
10 calendar days before the effective date of the Organic Change, a notice
stating the date on which such Organic Change is expected to become effective or
close, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares for such shares of stock, securities or other
assets or property delivered upon such
Organic Change; provided, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.  The Holder is entitled to exercise this Warrant during the
10-day period commencing on the date of such notice to the effective date of the
event triggering such notice.  In any event, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall be
deemed to assume such obligation to deliver to such Holder such shares of stock,
securities or other assets or property even in the absence of a written
instrument assuming such obligation to the extent such assumption occurs by
operation of law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)           Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment
pursuant to this Section 3, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and furnish
to each Holder of this Warrant a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall promptly furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; and (ii) the number of shares and the amount, if any, of
other property which at the time would be received upon the exercise of the
Warrant.

    


    (c)           Certain Events. If
any event occurs as to which the other provisions of this Section 3 are not
strictly applicable but the lack of any adjustment would not fairly protect the
purchase rights of the Holder under this Warrant in accordance with the basic
intent and principles of such provisions, or if strictly applicable would not
fairly protect the purchase rights of the Holder under this Warrant in
accordance with the basic intent and principles of such provisions, then the
Company’s Board of Directors will, in good faith and subject to applicable law,
make an appropriate adjustment to protect the rights of the Holder; provided, that no
such adjustment pursuant to this Section 3(c) will increase the Exercise Price
or decrease the number of Warrant Shares except as otherwise determined pursuant
to this Section 3.

    


    (d)           Adjustment of Exercise Price
upon Issuance of Additional Shares of Common
Stock.  In the event the Company shall at any time prior to the
Expiration Date issue Additional Shares of Common Stock, as defined below,
without consideration or for a consideration per share less than the Exercise
Price in effect immediately prior to such issue, then the Exercise Price shall
be reduced, concurrently with such issue, to a price (calculated to the nearest
cent) determined by multiplying such Exercise Price by a fraction, (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately prior to such issue plus (2) the number of shares of Common Stock
which the aggregate consideration received or to be received by the Company for
the total number of Additional Shares of Common Stock so issued would purchase
at such Exercise Price; and (B) the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of such Additional Shares of Common Stock so issued; provided that, (i)
for the purpose of this Section 3(d), all shares of Common Stock issuable upon
conversion or exchange of convertible securities outstanding immediately prior
to such issue shall be deemed to be outstanding, and (ii) the number of shares
of Common Stock deemed issuable upon conversion or exchange of such outstanding
convertible securities shall be determined without giving effect to any
adjustments to the conversion or exchange price or conversion or exchange rate
of such convertible securities resulting from the issuance of Additional Shares
of Common Stock that is the subject of this calculation.  For purposes
of this Warrant, “Additional Shares of Common Stock” shall mean all shares of
Common Stock issued by the Company after the Effective Date (including without
limitation any shares of Common Stock issuable upon conversion or exchange of
any convertible securities or upon exercise of any option or warrant, on an
as-converted basis), other than: (i) shares of Common Stock issued or
issuable upon conversion or exchange of any convertible securities or exercise
of any options outstanding on the Effective Date; (ii) shares of Common Stock
issued or issuable upon conversion of the Warrants issued in connection with the
Offering; (iii) shares of Common Stock issued or issuable by reason of a
dividend, stock split, split-up or other distribution on shares of Common Stock
that is covered by Sections 3(a)(i) through 3(a)(iii) above; (iv) shares of
Common Stock issued in a registered public offering under the Securities Act;
(v) shares of Common Stock issued or issuable pursuant to the acquisition of
another corporation by the Corporation by merger, purchase of substantially all
of the assets or other reorganization or to a joint venture agreement; provided
such transaction is approved by a majority of the disinterested directors of the
Company; (vi) shares of Common Stock issued or issuable to officers,
directors and employees of, or consultants to, the Company pursuant to stock
grants, option plans, purchase plans or other employee stock incentive programs
or arrangements approved by the Board of Directors, or upon exercise of options
or warrants granted to such parties pursuant to any such plan or arrangement;
(v) securities issued pursuant to strategic transactions approved by a majority
of the disinterested directors of the Company, provided that any such issuance
shall only be to an entity which is, itself or through its subsidiaries, an
operating company in a business synergistic with the business of the Company and
in which the Company receives benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary
business is investing in securities; or (vi) any securities pursuant to this
Agreement.  The provisions of this Section 3(d) shall not operate to
increase the Exercise Price.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              TRANSFERS
      AND EXCHANGES OF WARRANT AND WARRANT
SHARES

            


    

    


    (a)           Registration of Transfers
and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of
this Warrant, with a duly executed copy of the Form of Assignment attached as
Exhibit B, to the
Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder, the Company shall
register the transfer of all or any portion of this Warrant. Upon such
registration of transfer, the Company shall issue a new Warrant, in
substantially the form of this Warrant, evidencing the acquisition
rights transferred to the transferee and a new Warrant, in similar form,
evidencing the remaining acquisition rights not transferred, to the Holder
requesting the transfer.

    


    (b)           Warrant Exchangeable for
Different Denominations. The Holder may exchange this Warrant for a new
Warrant or Warrants, in substantially the form of this Warrant, evidencing in
the aggregate the right to purchase the number of Warrant Shares that may then
be purchased hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of Warrant Shares as
shall be designated by the Holder. The Holder shall surrender this Warrant with
duly executed instructions regarding such re-certification of this Warrant to
the Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.

    


    (c)           Restrictions on
Transfers. This Warrant may not be transferred at any time without (i)
registration under the Securities Act or (ii) an exemption from such
registration and a written opinion of legal counsel addressed to the Company
that the proposed transfer of the Warrant may be effected without registration
under the Securities Act, which opinion will be in form and from counsel
reasonably satisfactory to the Company.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Permitted Transfers and
Assignments.  Notwithstanding any provision to the contrary in
this Section 4, the Holder may transfer, with or without consideration, this
Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s
Affiliates (as such term is defined under Rule 144 of the Securities Act)
without obtaining the opinion from counsel that may be required by Section
4(c)(ii); provided that the
Holder delivers to the Company and its counsel certification, documentation, and
other assurances reasonably required by the Company’s counsel to enable the
Company’s counsel to render an opinion to the Company’s Transfer Agent that such
transfer does not violate applicable securities laws.

    


    
      	
              5.

            	
              MUTILATED
      OR MISSING WARRANT CERTIFICATE

            


    

    


    If this Warrant is mutilated, lost,
stolen or destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the
equivalent number of Warrant Shares; provided that, as a
prerequisite to the issuance of a substitute Warrant, the Company may require
satisfactory evidence of loss, theft or destruction as well as an indemnity from
the Holder of a lost, stolen or destroyed Warrant.

    


    
      	
              6.

            	
              PAYMENT
      OF TAXES

            


    

    


    The
Company will pay all transfer and stock issuance taxes attributable to the
preparation, issuance and delivery of this Warrant and the Warrant Shares (and
replacement Warrants) including, without limitation, all documentary and stamp
taxes; provided, however, that the
Company shall not be required to pay any tax in respect of the transfer of this
Warrant, or the issuance or delivery of certificates for Warrant Shares or other
securities in respect of the Warrant Shares to any person or entity other than
to the Holder.

    


    7.           FRACTIONAL
WARRANT SHARES

    


    No
fractional Warrant Shares shall be issued upon exercise of this Warrant. The
Company, in lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole share. The Company shall not
be required to make any cash or other adjustment in respect of such fraction of
a share to which the Holder would otherwise be entitled.

    


    
      	
              8.

            	
              NO
      EQUITY INTEREST RIGHTS AND LEGEND

            


    

    


    No holder
of this Warrant, as such, shall be entitled to vote or be deemed the holder of
any other securities of the Company that may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the holder of this Warrant, as such, the rights of a shareholder of the Company
or the right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
shareholders (except as provided herein), or to receive dividends or
subscription rights or otherwise (except as provide herein).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Each certificate for Warrant Shares
initially issued upon the exercise of this Warrant, and each certificate for
Warrant Shares issued to any subsequent transferee of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the
following form:

    


    For
accredited investors:

    


    THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.

    


    For
investors acquiring the Units in an offshore transaction outside the United
States and who are not U.S. Persons:

    


    THE
SECURITIES REPRESENTED HEREBY WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS
WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). ACCORDINGLY, NONE OF SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY
NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

    


    
      	
              9.

            	
              REGISTRATION
      UNDER THE SECURITIES ACT OF 1933

            


    

    


    The
Company agrees to provide registration rights for the resale of the Warrant
Shares under the Securities Act on the terms and subject to the conditions set
forth in the Registration Rights Agreement between the Company and each of the
investors party to the subscription agreements and/or securities purchase agreements similar to the Subscription
Agreement and/or the Securities Purchase Agreement, pursuant to which this
Warrant was issued.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              10. 

            	
              NOTICES

            


    

    


    All notices, consents, waivers and
other communications under this Warrant must be in writing and will be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile or e-mail with confirmation of transmission by the transmitting
equipment; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven days
after the placement of the notice into the mails (first class postage prepaid),
to the Holder at the address, facsimile number or e-mail address furnished by
the registered Holder to the Company in accordance with the Subscription
Agreement, or if to the Company, to it at Bayside Technology Center, 46531
Fremont Blvd., Fremont, CA  94538, Facsimile:  510-651-4599,
Attention: Hector Brush, Principal Financial Officer (or to such other address,
facsimile number or e-mail address as the Holder or the Company as a party may
designate by notice the other party) with a copy to Morrison & Foerster LLP,
425 Market Street, San Francisco, CA 94105, Attention: John M. Rafferty,
Esq.

    


    
      	
              11.

            	
              SEVERABILITY

            


    

    


    If a
court of competent jurisdiction holds any provision of this Warrant invalid or
unenforceable, the other provisions of this Warrant will remain in full force
and effect. Any provision of this Warrant held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

    


    
      	
              12.

            	
              BINDING
      EFFECT

            


    

    


    This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the
Company, its successors and assigns, the registered Holder or Holders from time
to time of this Warrant and the Warrant Shares.

    


    
      	
              13.

            	
              SURVIVAL
      OF RIGHTS AND DUTIES

            


    

    


    This
Warrant shall terminate and be of no further force and effect on the earlier of
5:00 P.M., Eastern Time, on the Expiration Date or the date on which this
Warrant has been exercised in full.

    


    
      	
              14.

            	
              GOVERNING
      LAW

            


    

    


    This
Warrant will be governed by and construed under the laws of the State of New
York without regard to conflicts of laws principles that would require the
application of any other law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              15.

            	
              DISPUTE
      RESOLUTION

            


    

    


    In the
case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two (2)
Business Days of receipt of the Notice of Exercise giving rise to such dispute,
as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall,
within two (2) Business Days, submit via facsimile (a) the disputed
determination of the Exercise Price to an independent, reputable investment bank
selected by the Company and approved by the Holder or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment
bank or the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or
calculations. Such investment bank’s or accountant’s determination or
calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.  The party whose proposed Exercise Price is
furthest from the actual Exercise Price determined by the investment bank or the
accountant shall be responsible for the fees and expenses of the investment bank
or the accountant pursuant to this Section 15.

    


    
      	
              16.

            	
              NOTICES
      OF RECORD DATE

            


    

    


    Upon (a)
any establishment by the Company of a record date of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or right or option to acquire
securities of the Company, or any other right, or (b) any capital
reorganization, reclassification, recapitalization, merger or consolidation of
the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, or the sale, in a single
transaction, of a majority of the Company’s voting equity securities (whether
newly issued, or from treasury, or previously issued and then outstanding, or
any combination thereof), the Company shall mail to the Holder at least ten (10)
Business Days, or such longer period as may be required by law, prior to the
record date specified therein, a notice specifying (i) the date established as
the record date for the purpose of such dividend, distribution, option or right
and a description of such dividend, option or right, (ii) the date on which any
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up, or sale is expected to become effective
and (iii) the date, if any, fixed as to when the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
transfer, consolation, merger, dissolution, liquidation or winding
up.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              17.

            	
              RESERVATION
      OF SHARES

            


    

    


    The
Company shall reserve and keep available out of its authorized but unissued
shares of Common Stock for issuance upon the exercise of this Warrant, free from
pre-emptive rights, such number of shares of Common Stock for which this Warrant
shall from time to time be exercisable.  The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation. Without limiting the generality of the foregoing, the Company
covenants that it will use commercially reasonable efforts to take all such
action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable Warrant Shares upon
the exercise of this Warrant and use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents, including but not limited to
consents from the Company’s shareholders or Board of Directors or any public
regulatory body, as may be necessary to enable the Company to perform its
obligations under this Warrant.

    


    
      	
              18.

            	
              HEADINGS

            


    

    


    The headings used in this Warrant are
for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.

    


    
      	
              19.

            	
              AMENDMENT
      AND WAIVERS

            


    

    


    Any term of this Warrant may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holders of a majority of the Warrant
Shares issuable upon exercise of the Warrants.

    


    
      	
              20.

            	
              NO
      THIRD PARTY RIGHTS

            


    

    


    This
Warrant is not intended, and will not be construed, to create any rights in any
parties other than the Company and the Holder, and no person or entity may
assert any rights as third-party beneficiary hereunder.

    


    SIGNATURE
PAGE FOLLOWS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the date first set forth above.

    


    
      
        
          
            	
                    WAFERGEN
      BIO-SYSTEMS, INC.

                  
	 
      	 
      
	
                    By: 

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    NOTICE OF
EXERCISE

    


    (To be
executed by the Holder of Warrant if such Holder desires to exercise
Warrant)

    


    To WaferGen Bio-systems, Inc.:

    


    The
undersigned hereby irrevocably elects to exercise this Warrant and to purchase
thereunder, ___________________ full shares of WaferGen Bio-systems, Inc. common stock issuable
upon exercise of the Warrant and delivery of:

    


    (1)                 $__________
(in cash as provided for in the foregoing Warrant) and any applicable taxes
payable by the undersigned pursuant to such Warrant; and

    


    (2)                 __________
shares of Common Stock (pursuant to a Cashless Exercise in accordance with
Section 1(b)(ii) of the Warrant) (check here if the undersigned desires to
deliver an unspecified number of shares equal the number sufficient to effect a
Cashless Exercise [___]).

    


    The undersigned requests that
certificates for such shares be issued in the name of:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

    


    _________________________________________

    


    _________________________________________

    


    If the shares issuable upon this
exercise of the Warrant are not all of the Warrant Shares which the Holder is
entitled to acquire upon the exercise of the Warrant, the undersigned requests
that a new Warrant evidencing the rights not so exercised be issued in the name
of and delivered to:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))

    


    _________________________________________

    


    _________________________________________

     

    
      Name of
Holder (print): ____________________________

      


      (Signature):   ___________________________________

      (By:)  _________________________________________

       

      Title:__________________________________________

      Dated:
________________________________________

    

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
B

    


    FORM OF
ASSIGNMENT

    


    FOR VALUE
RECEIVED, ___________________________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
under the Warrant (as defined in and evidenced by the attached Warrant) to
acquire the number of Warrant Shares set opposite the name of such assignee
below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name of Assignee

                                	 	
                                  Address

                                	 	
                                  Number of Warrant Shares

                                
	 	 	 	 	 
	 
      	 	 
      	 	 
      
	 	 	 	 	 
	 
      	 	 
      	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    If the
total of the Warrant Shares are not all of the Warrant Shares evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant evidencing the
right to acquire the Warrant Shares not so assigned be issued in the name of and
delivered to the undersigned.

     

    
      Name of
Holder (print): ____________________________

      


      (Signature):   ___________________________________

      (By:)  _________________________________________

       

      Title:__________________________________________

      Dated:
________________________________________