ex10-7.htm


    


      EXHIBIT 10.7


       

      REGISTRATION RIGHTS
AGREEMENT

       

      This
Registration Rights Agreement (this “Agreement”) is made and
entered into effective as of _____________, 2009, between WaferGen Bio-systems, Inc., a
Nevada corporation (the “Company”) and the persons who
have executed the signature page(s) hereto (each, a “Purchaser” and collectively,
the “Purchasers”).

       

      RECITALS:

       

      WHEREAS,
the Company is offering in compliance with Rule 506 of Regulation D and/or Rule
903 of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to
accredited investors and non-U.S. persons in a private placement offering (the
“PPO”), a minimum (the
“Minimum Amount”) of
3,200,000 units (the “Units”) and a maximum of
6,400,000 Units of the Company’s securities, plus up to an additional 1,600,000
Units to cover over subscriptions, if any, at the purchase price of $1.25
per Unit (the “Purchase
Price”), each Unit consisting of one (1) share  (the “Purchaser Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) and a warrant
(the “Purchaser
Warrants”), entitling the holder to purchase 30% of one share of Common
Stock for five (5) years at the exercise price of $2.00 per whole share of
Common Stock; and in the event the PPO is oversubscribed, the Company may, in
its discretion, sell up to 1,600,000 additional Units at the same purchase price
per Unit;

       

      WHEREAS,
the initial closing of the PPO will occur upon the receipt of subscriptions and
payment for at least the Minimum Amount, and other conditions to closing of the
PPO are satisfied; and

       

      WHEREAS,
the Purchasers, in connection with their intent to purchase Units in the PPO,
shall execute and deliver Subscription Agreements (the “Subscription Agreements”) and
Investor Certifications (the “Investor Certifications”)
memorializing each Purchaser’s agreement to purchase and the Company’s agreement
to sell the number of Units set forth therein at the Purchase Price, and this
Agreement, pursuant to which the Company will provide certain registration
rights related to (a) the shares of Common Stock underlying the Units (including
the shares of Common Stock issuable upon exercise of the Purchaser Warrants) on
the terms set forth herein (the Subscription Agreements, Investor Certifications
and this Agreement are collectively referred to as the “Transaction Documents”); and

       

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

       

      1. Certain
Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

       

      “Approved Market”
means the Over-the-Counter Bulletin Board, the Nasdaq Stock Market, the New York
Stock Exchange or the American Stock Exchange.

       


      
        
           


        

        
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      “Affiliate” means,
with respect to any specified Person, any other Person that, directly or
indirectly through one or more intermediaries, Controls, is Controlled by or is
under common Control with such specified Person.

      


      “Blackout Period”
means, with respect to a registration, a period, in each case commencing on the
day immediately after the Company notifies the Purchasers that they are
required, because of the occurrence of an event of the kind described in Section
4(f) hereof, to suspend offers and sales of Registrable Securities during which
the Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing
activity, or other transaction involving the Company, or the unavailability for
reasons beyond the Company’s control of any required financial statements,
disclosure of information which is in its best interest not to publicly
disclose, or any other event or condition of similar significance to the
Company) that the registration and distribution of the Registrable Securities to
be covered by such Registration Statement, if any, would be seriously
detrimental to the Company and its stockholders and ending on the earlier of (1)
the date upon which the material non-public information commencing the Blackout
Period is disclosed to the public or ceases to be material and (2) such time as
the Company notifies the selling Holders that sales pursuant to such
Registration Statement or a new or amended Registration Statement may
resume.

      


      “Business Day” means
any day of the year, other than a Saturday, Sunday, or other day on which the
Commission is required or authorized to close.

       

      “Commission” means the
U. S. Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

       

      “Common Stock” means
the common stock, par value $0.001 per share, of the Company and any and all
shares of capital stock or other equity securities of: (i) the Company which are
added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization or other
such modification of the capital structure of the Company; and (ii) any other
corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is
sold all or substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other
corporation.

       

      “Control” means, as to
any Person, the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
Contract or otherwise. The term “Controlled” shall
have a correlative meaning.

      


      “Effective Date” means
the date on which the Registration Statement is declared effective by the
Commission.

       


      
        
           


        

        
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      “Effectiveness
Deadline” means, with respect to the Initial Registration Statement, the
90th day following the earlier of the actual filing date or the Filing Deadline
of the Initial Registration Statement (or in the event the Commission reviews
the Registration Statement, the 120th day following such filing date); provided,
that, if the Effectiveness Deadline falls on a Saturday, Sunday or any other day
which shall be a legal holiday or a day on which the Commission is authorized or
required by law or other government actions to close, the Effectiveness Deadline
shall be the following Business Day.

      


      “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.

       

      “Family Member” means
(a) with respect to any individual, such individual’s spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of which
are owned by any of such individuals or by any of such individuals together with
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity
interests of which are owned by those above described individuals, trusts or
organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.

       

      “Filing Deadline”
means, with respect to the Initial Registration Statement required hereunder,
the 75th
calendar day following the earlier of the final closing of the PPO or the
Termination Date (as defined in the PPM) of the PPO; provided, that, if the
Filing Deadline falls on a Saturday, Sunday or any other day which shall be a
legal holiday or a day on which the Commission is authorized or required by law
or other government actions to close, the Filing Deadline shall be the following
Business Day..

       

      “Holder” means (i)
each Purchaser or any of such Purchaser’s respective successors and Permitted
Assignees who acquire rights in accordance with this Agreement with respect to
any Registrable Securities directly or indirectly from a Purchaser or from any
Permitted Assignee.

       

      “Initial Registration
Statement” means in the initial Registration Statement filed pursuant to
this Agreement.

       

       “Initial Shares” means
a number of Registrable Securities equal to one-third of the number of issued
and outstanding shares of Common Stock that are held by Non-Affiliates of the
Company on the date immediately prior to the filing date of the Initial
Registration Statement.

       

      “Majority Holders”
means at any time Holders representing a majority of the Registrable
Securities.

       

      “Non-Affiliates” means
as to the Person specified, any Person who is not an Affiliate of such
Person.

      


      “Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests, (b) with respect to a corporation,
its stockholders in accordance with their interest in the corporation, (c) with
respect to a limited liability
company, its members or former members in accordance with their interest in the
limited liability company, (d) with respect to an individual party, any Family
Member of such party, (e) an entity that is controlled by, controls, or is under
common control with a transferor, or (f) a party to this
Agreement.

       


      
        
           


        

        
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      “Person” means any
natural person, general or limited partnership, trust, corporation, limited
liability company, firm, association, governmental authority or other legal
entity.

      


      “Piggyback
Registration” means, in any registration of Common Stock referenced in
Section 3(c), the right of each Holder to include the Registrable Securities of
such Holder in such registration.

       

      “PPM” means the
Company’s Confidential Private Placement Memorandum dated May 15, 2009, relating
to the PPO.

       

      “Purchaser Shares” has
the meaning given it in the recitals of this Agreement.

       

      “Purchaser Warrants”
has the meaning given it in the recitals of this Agreement.

       

      “Purchaser Warrant
Shares” means the shares of Common Stock issuable upon exercise of the
Purchaser Warrants.

       

      The terms
“register,”
“registered,”
and “registration” refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

       

      “Registrable
Securities” means the Purchaser Shares and the Purchaser Warrant Shares,
but excluding (i) any otherwise Registrable Securities that have been publicly
sold or may be immediately sold under the Securities Act either pursuant to Rule
144 of the Securities Act or otherwise during any ninety (90) day period; (ii)
any otherwise Registrable Securities sold by a person in a transaction pursuant
to a registration statement filed under the Securities Act, and (iii) any
otherwise Registrable Securities that are at the time subject to an effective
registration statement under the Securities Act.

       

      “Registration
Statement” means the registration statement that the Company is required
to file pursuant to Section 3(a) of this Agreement to register the Registrable
Securities.

       

      “Rule 144” means Rule
144 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

       

      “Rule 145” means Rule
145 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

       

      “Rule 415” means Rule
415 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

       


      
        
           


        

        
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       “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.

       

      “SEC Effective Date”
means the date the Registration Statement is declared effective by the
Commission.

       

      “SEC Guidance” means
(i) any publicly-available or oral guidance of the Commission staff, or any
comments, requirements or requests of the Commission staff and (ii) the
Securities Act.

       

      “Trading Day” means
any day on which such national securities exchange, the OTC Bulletin Board or
such other securities market or quotation system, which at the time constitutes
the principal securities market for the Common Stock, is open for general
trading of securities.

       

      2. Term.  This
Agreement shall terminate on the earlier of: (i) two years from the Effective
Date; (ii) such date on
which all Registrable Securities held or entitled to be held upon exercise by
every Holder may immediately be sold under Rule 144 during any ninety (90)
day period; or (iii) the date otherwise terminated as provided
herein.

       

      3. Registration.

       

      (a) Registration on Form
S-1.  On or prior to the Filing Deadline, the Company shall
prepare and file with the Commission the Initial Registration Statement covering
the resale of all or such maximum portion of the Registrable Securities as
permitted by SEC
Guidance on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415.  The Initial Registration
Statement filed hereunder shall be on Form S−1, or other applicable
form.  Subject to the terms of this Agreement, the Company shall use
its reasonable best efforts to cause the Initial Registration Statement filed
hereunder to be declared effective under the Securities Act as promptly as
reasonably possible after the filing thereof, but in any event prior to the
Effectiveness Deadline. Notwithstanding any other provision of this Agreement
and subject to the payment of liquidated damages pursuant to Section 3(b), if
any SEC Guidance sets forth a limitation on the number of Registrable Securities
permitted to be registered on any Registration Statement, unless otherwise
directed in writing by a Holder as to its Registrable Securities, the number of
Registrable Securities to be registered on such Registration Statement will
first be reduced by Registrable Securities represented by Warrant Shares
(applied, in the case that some Warrant Shares may be registered, to the Holders
on a pro rata basis based on the total number of unregistered Warrant Shares
held by such Holders), and second by Registrable Securities represented by
Purchaser Shares (applied, in the case that some Purchaser Shares may be
registered, to the Holders on a pro rata basis based on the total number of
unregistered Purchaser Shares held by such Holders).  Notwithstanding
any other provision of this Agreement, the Company shall not be obligated to
effect any such registration, qualification or compliance pursuant to this
Section, or keep such registration effective pursuant to the terms hereunder, in
any particular jurisdiction in which the Company would be required to qualify to
do business as a foreign corporation or as a dealer in securities under the
securities laws of such jurisdiction
or to execute a general consent to service of process in effecting such
registration, qualification or compliance, in each case where it has not already
done so.

       


      
        
           


        

        
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      (b) Penalties.  If:
(i) the Initial Registration Statement is not filed on or prior to its Filing
Deadline, (ii) as to, in the aggregate among all Holders on a pro-rata basis
based on their purchase of the Securities pursuant to the Subscription
Agreement, a Registration Statement registering for resale all of the Initial
Shares is not declared effective by the Commission by the Effectiveness
Deadline, (iii) after the effectiveness of the Initial Registration Statement,
the Holders are not permitted to utilize the Prospectus therein to resell all of
the Initial Shares as a result of a Blackout Period for more than forty-five
(45) consecutive Trading Days or more than an aggregate of sixty (60) Trading
Days (which need not be consecutive Trading Days) during any 12−month period or
(iv) the Company fails to file with the Commission a request for acceleration of
the Initial Registration Statement in accordance with Rule 461 promulgated by
the Commission pursuant to the Securities Act, within five Trading Days of the
date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that such Initial Registration Statement will not be
“reviewed” or will not be subject to further review (any such failure being
referred to as an “Event”, and for purposes of
clauses (i) and (ii), the date on which such Event occurs, and for purposes of
clause (iii), the date on which such forty-five (45) or sixty (60) Trading Day
period, as applicable, is exceed, and for purposes of clause (iv), the date on
which such five (5) Trading Day period is exceeded, being referred to as “Event Date”), then, in
addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the
aggregate purchase price paid by such Holder pursuant to the Subscription
Agreement for any unregistered Initial Shares then held by such Holder. The
parties agree that the maximum aggregate liquidated damages payable to a Holder
under this Agreement shall be 5.0% of the aggregate purchase price paid by such
Holder pursuant to the Subscription Agreement. If the Company fails to pay any
partial liquidated damages pursuant to this Section in full within seven (7)
Business Days after the date payable, the Company will pay interest thereon at a
rate of 15.0% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such partial
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro rata basis for any portion of a month prior to the
cure of an Event.

       

      


      (c) Piggyback
Registration.    Piggyback Registration rights shall
apply to any Registrable Securities that are removed from the Registration
Statement as a result if a requirement by the Commission.  If, after
the SEC Effective Date, the Company shall determine to register for sale for
cash any of its Common Stock, for its own account or for the account of others
(other than the Holders), other than (x) a registration relating solely to
employee benefit plans or securities issued or issuable to employees,
consultants (to the extent the securities owned or to be owned by such
consultants could be registered on Form S-8) or any of their Family Members
(including a registration on Form S-8) or (y) a registration relating solely to
a Securities Act Rule 145 transaction or a registration on Form S-4 in
connection with a merger, acquisition, divestiture, reorganization or similar
event, then the Company shall promptly give to the
Holders written notice thereof (and in no event shall such notice be given less
than 20 calendar days prior to the filing of such registration statement), and
shall, subject to Section 3(c), include as a Piggyback Registration all of the
Registrable Securities specified in a written request delivered by the Holder
thereof within 10 calendar days after delivery to the Holder of such written
notice from the Company. However, the Company may, without the consent of the
Holders, withdraw such registration statement prior to its becoming effective if
the Company or such other selling stockholders have elected to abandon the
proposal to register the securities proposed to be registered
thereby.

       


      
        
           


        

        
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      (d) Underwriting.  If
a Piggyback Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Holders of the Registrable
Securities eligible for inclusion in such Registration Statement pursuant to
Section 3(c).  In that event, the right of any Holder to Piggyback
Registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to sell any of
their Registrable Securities through such underwriting shall (together with the
Company and any other stockholders of the Company selling their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter selected for such underwriting by the Company or such
other selling stockholders, as applicable.  Notwithstanding any other
provision of this Section, if the underwriter or the Company determines that
marketing factors require a limitation on the number of shares of Common Stock
or the amount of other securities to be underwritten, the underwriter may
exclude some or all Registrable Securities from such registration and
underwriting.  The Company shall so advise all Holders (except those
Holders who failed to timely elect to include their Registrable Securities
through such underwriting or have indicated to the Company their decision not to
do so), and indicate to each such Holder the number of shares of Registrable
Securities that may be included in the registration and underwriting, if any.
The number of shares of Registrable Securities to be included in such
registration and underwriting shall be allocated among such Holders as
follows:

       

      (i) If the
Piggyback Registration was initiated by the Company, the number of shares that
may be included in the registration and underwriting shall be allocated first to
the Company and then, subject to obligations and commitments existing as of the
date hereof, to all selling stockholders, including the Holders, who have
requested to sell in the registration on a pro rata basis according to the
number of shares requested to be included therein; and

       

      (ii) If the
Piggyback Registration was initiated by the exercise of demand registration
rights by a stockholder or stockholders of the Company (other than the Holders),
then the number of shares that may be included in the registration and
underwriting shall be allocated first to such selling stockholders who exercised
such demand and then, subject to obligations and commitments existing as of the
date hereof, to all other selling stockholders, including the Holders, who have
requested to sell in the registration on a pro rata basis according to the
number of shares requested to be included therein.

       

      No
Registrable Securities excluded from the underwriting by reason of the
underwriter’s marketing limitation shall be included in such registration. If
any Holder disapproves of the terms of
any such underwriting, such Holder may elect to withdraw such Holder’s
Registrable Securities therefrom by delivering a written notice to the Company
and the underwriter.  The Registrable Securities so withdrawn from
such underwriting shall also be withdrawn from such registration; provided, however, that, if by
the withdrawal of such Registrable Securities, a greater number of Registrable
Securities held by other Holders may be included in such registration (up to the
maximum of any limitation imposed by the underwriters), then the Company shall
offer to all Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities pursuant to
the terms and limitations set forth herein in the same proportion used above in
determining the underwriter limitation.

       


      
        
           


        

        
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      4. Registration Procedures for
Registrable Securities.  The Company will keep each Holder
reasonably advised as to the filing and effectiveness of the Registration
Statement.  At its expense with respect to the Registration Statement,
the Company will:

       

      (a) prepare
and file with the Commission with respect to the Registrable Securities, a
Registration Statement on Form S-1, or any other form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities in accordance with
the intended methods of distribution thereof, and use its commercially
reasonable efforts to cause such Registration Statement to become effective and
to remain effective for a period of two years or for such shorter period ending
on the sale of all Registrable Securities (the “Effectiveness
Period”).  Each Holder agrees to furnish to the Company a
completed questionnaire in the form attached to this Agreement as Annex A (a “Selling Shareholder
Questionnaire”) not later than three (3) Business Days following the date
on which such Holder receives draft materials of such Registration
Statement;

       

      (b) if the
Registration Statement is subject to review by the Commission, promptly respond
to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission;

       

      (c) prepare
and file with the Commission such amendments and supplements to such
Registration Statement as may be necessary to keep such Registration Statement
effective during the Effectiveness Period;

       

      (d) furnish,
without charge, to each Holder of Registrable Securities covered by such
Registration Statement (i) a reasonable number of copies of such Registration
Statement (including any exhibits thereto other than exhibits incorporated by
reference), each amendment and supplement thereto as such Holder may reasonably
request, (ii) such number of copies of the prospectus included in such
Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 of the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the Securities Act,
and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities owned by such Holder, but only during
the Effectiveness Period;

       

      (e) use its
commercially reasonable efforts to register or qualify such registration under
such other applicable securities laws of such jurisdictions as any Holder of
Registrable Securities covered by such Registration Statement reasonably
requests and as may be necessary
for the marketability of the Registrable Securities (such request to be made by
the time the applicable Registration Statement is deemed effective by the
Commission) and do any and all other acts and things necessary to enable such
Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Holder; provided, that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii)
consent to general service of process in any such jurisdiction.

         

      

       


      
        
           


        

        
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      (f) as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities, the disposition of which requires delivery of a
prospectus relating thereto under the Securities Act, of the happening of any
event, which comes to the Company’s attention, that will after the occurrence of
such event cause the prospectus included in such Registration Statement, if not
amended or supplemented, to contain an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and the Company shall promptly
thereafter prepare and furnish to such Holder a supplement or amendment to such
prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, unless suspension of the use of such
prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act
filing made) until the termination of such suspension or Blackout
Period;

       

      (g) comply,
and continue to comply during the Effectiveness Period, in all material respects
with the Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission with respect to the disposition of all securities
covered by such Registration Statement;

       

      (h) as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other
suspension of effectiveness of the Registration Statement;

       

      (i) use its
commercially reasonable efforts to cause all the Registrable Securities covered
by the Registration Statement to be quoted on the OTC Bulletin Board or such
other principal securities market on which securities of the same class or
series issued by the Company are then listed or traded;

       

      (j) provide a
transfer agent and registrar, which may be a single entity, for the shares of
Common Stock at all times;

       

      (k) cooperate
with the Holders of Registrable Securities being offered pursuant to the
Registration Statement to issue and deliver, or cause its transfer agent to
issue and deliver, certificates representing Registrable Securities to be
offered pursuant to the Registration Statement within a reasonable time after
the delivery of certificates representing the Registrable Securities to the
transfer agent or the Company, as applicable, and enable such certificates
to be in such denominations or amounts as the Holders may reasonably request and
registered in such names as the Holders may request;

       


      
        
           


        

        
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      (l) during
the Effectiveness Period, refrain from bidding for or purchasing any Common
Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would in
any way limit the right of the Holders to sell Registrable Securities by reason
of the limitations set forth in Regulation M of the Exchange Act;
and

       

      (m) take all
other reasonable actions necessary to expedite and facilitate the disposition by
the Holders of the Registrable Securities pursuant to the Registration Statement
during the term of this Agreement.

       

      5. Suspension of Offers and
Sales.  Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
4(f) hereof or of the commencement of a Blackout Period, such Holder shall
discontinue the disposition of Registrable Securities included in the
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(f) hereof or notice
of the end of the Blackout Period, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies
(including, without limitation, any and all drafts), other than permanent file
copies, then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.

       

      6. Registration
Expenses.  The Company shall pay all expenses in connection
with any registration obligation provided herein, including, without limitation,
all registration, filing, stock exchange fees, printing expenses, all fees and
expenses of complying with applicable securities laws, and the fees and
disbursements of counsel for the Company and of its independent accountants;
provided, that,
in any underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in this Section
and Section 9, the Company shall not be responsible for the expenses of any
attorney or other advisor employed by a Holder.

       

      7. Assignment of
Rights.  No Holder may assign its rights under this Agreement
to any party without the prior written consent of the Company; provided, however, that any
Holder may assign its rights under this Agreement without such consent to a
Permitted Assignee as long as (a) such transfer or assignment is effected in
accordance with applicable securities laws; (b) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (c) such
Holder notifies the Company in writing of such transfer or assignment, stating
the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being transferred
or assigned.

       

      8. Information by
Holder.  Holders included in any registration shall furnish to
the Company such information as the Company may reasonably request in writing
regarding such Holders and the distribution proposed by such Holders including
an updated Selling Shareholder Questionnaire if requested by the
Company.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


       

      9. Indemnification.

       

      (a) In the
event of the offer and sale of Registrable Securities under the Securities Act,
the Company shall, and hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, each Holder, its directors, officers, partners, each
other person who participates as an underwriter in the offering or sale of such
securities, and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission to state therein a material fact required to be stated or necessary
to make the statements therein in light of the circumstances in which they were
made not misleading, and the Company shall reimburse the Holder, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that the
Company shall not be liable in any such case (i) to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement in or omission from
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such Holder specifically
for use in the preparation thereof or (ii) if the person asserting any such
loss, claim, damage, liability (or action or proceeding in respect thereof) who
purchased the Registrable Securities that are the subject thereof did not
receive a copy of an amended preliminary prospectus or the final prospectus (or
the final prospectus as amended or supplemented) at or prior to the written
confirmation of the sale of such Registrable Securities to such person because
of the failure of such Holder or underwriter to so provide such amended
preliminary or final prospectus and the untrue statement or omission of a
material fact made in such preliminary prospectus was corrected in the amended
preliminary or final prospectus (or the final prospectus as amended or
supplemented). Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Holders, or any such director,
officer, partner, underwriter or controlling person and shall survive the
transfer of such shares by the Holder.

       

      (b) As a
condition to including Registrable Securities in any registration statement
filed pursuant to this Agreement, each Holder severally, and not jointly, agrees
to be bound by the terms of this Section 9 and to indemnify and hold harmless,
to the fullest extent permitted by law, the Company, each of its directors,
officers, partners, legal counsel and accountants and each underwriter, if any,
and each other person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director or
officer or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon an
untrue statement in or omission from such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information furnished
by the Holder specifically for use in the preparation thereof, and such Holder
shall reimburse the Company, and the Company’s directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons, each
such director, officer, and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action, or proceeding; provided, however, that
indemnity obligation contained in this Section 9(b) shall in no event exceed the
amount of the net proceeds received by such Holder as a result of the sale of
such Holder’s Registrable Securities pursuant to such registration
statement.  Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any
Holder of such shares.

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


       

      (c) Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of
investigation.  Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent, which consent shall not be unreasonably withheld or
delayed.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

      (d) If an
indemnifying party does or is not permitted to assume the defense of an action
pursuant to Sections 9(c) or in the case of the expense reimbursement obligation
set forth in Sections 9(a) and (b), the indemnification required by Sections
9(a) and 9(b) shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills received or
expenses, losses, damages, or liabilities are incurred.

       

      (e) If the
indemnification provided for in Section 9(a) or 9(b) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense (i) in such proportion
as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission), or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, then in such
proportion as is appropriate to reflect not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.

       

      (f) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with an underwritten
public offering are in conflict with the foregoing provisions, the provisions in
the underwriting agreement shall control.

       

      (g) Other
Indemnification.  Indemnification similar to that specified in
this Section (with appropriate modifications) shall be given by the Company and
each Holder of Registrable Securities with respect to any required registration
or other qualification of securities under any federal or state law or
regulation or governmental authority other than the Securities Act.

       

      10. Rule
144.  For a period of at least 24 months following the
Effective Date, the Company will use its commercially reasonable efforts to
timely file all reports required to be filed by the Company after the date
hereof under the Exchange Act and the rules and regulations adopted by the
Commission thereunder, and if the Company is not required to file reports
pursuant to such sections, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell shares of Common Stock under Rule
144.

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      


       

      11. Independent Nature of Each
Purchaser’s Obligations and Rights.  The obligations of each
Purchaser under this Agreement are several and not joint with the obligations of
any other Purchaser, and each Purchaser shall not be responsible in any way for
the performance of the obligations of any other Purchaser under this Agreement.
Nothing contained herein and no action taken by any Purchaser pursuant hereto,
shall be deemed to constitute such Purchasers as a partnership, an association,
a joint venture, or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement. Each Purchaser
shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.

       

      12. Miscellaneous.

       

      (a) Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
United States of America and the State of New York, both substantive and
remedial, without regard to New York conflicts of law principles. Any judicial
proceeding brought against either of the parties to this Agreement or any
dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the
United States District Court for the Southern District of New York and, by its
execution and delivery of this Agreement, each party to this Agreement accepts
the jurisdiction of such courts. The foregoing consent to jurisdiction shall not
be deemed to confer rights on any person other than the parties to this
Agreement.

       

      (b) Remedies.  In
the event of a breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement.  The Company
and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall not assert
or shall waive the defense that a remedy at law would be adequate.

       

      (c) Successors and
Assigns.  Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
Permitted Assignees, executors and administrators of the parties
hereto.

       

      (d) No Inconsistent
Agreements.  The Company has not entered, as of the date
hereof, and shall not enter, on or after the date of this Agreement, into any
agreement with respect to its securities that would have the effect of impairing
the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof.

       

      (e) Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


       

      (f) Notices, etc. All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if transmitted by hand delivery, by
facsimile transmission, by registered or certified mail, postage pre-paid, by
electronic mail, or by nationally recognized overnight carrier, to the persons
at the addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered (i) if transmitted by
hand delivery, as of the date delivered, (ii) if transmitted by facsimile or
electronic mail, as of the date so transmitted with an automated confirmation of
delivery, (iii) if transmitted by nationally recognized overnight carrier, as of
the Business Day following the date of delivery to the carrier, and (iv) if
transmitted by registered or certified mail, postage pre-paid, on the third
Business Day following posting with the U.S. Postal Service:

       

      If to the
Company to:

      


      WaferGen
Bio-systems, Inc.

      Bayside
Technology Center

       46531
Fremont Blvd.

      Fremont,
CA  94538

      Attention:  Amjad
Huda, CFO

      Facsimile:   (510)
651-4599

      


      with copy to:

      


      Morrison
& Foerster LLP

      425
Market Street

      San
Francisco, CA 94105

      Attention:  John
W. Campbell, Esq.

      Facsimile:  (415)
268-7522

      


      if to a
Purchaser:

      


      to such
Purchaser at the address set forth on the signature page hereto;

      


      or at
such other address as any party shall have furnished to the other parties in
writing.

       

      (g) Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any Holder, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy of such
Holder nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
Holder of any breach or default under this Agreement, or any waiver on the part
of any Holder 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, or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


       

      (h) Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.

       

      (i) Severability. In the
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.

       

      (j) Amendments. The
provisions of this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and only with an
agreement or consent in writing signed by the Company and the Majority Holders.
The Purchasers acknowledge that by the operation of this Section, the Majority
Holders may have the right and power to diminish or eliminate all rights of the
Purchasers under this Agreement.

       

      [SIGNATURE
PAGES FOLLOW]

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      This
Registration Rights Agreement is hereby executed as of the date first above
written.

       

      COMPANY:

       

      WAFERGEN
BIO-SYSTEMS, INC.

      


      


      By:                                                                        

      Name:
Alnoor Shivji

      Title:                   Chief
Executive Officer

       

      


       

      


       

      


       

      [SIGNATURE
PAGE OF PURCHASER FOLLOWS]

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      This
Registration Rights Agreement is hereby executed as of the date first above
written.

       

      PURCHASER
(Individual)

       

      


       

      


      (Print
Name)

      


      


      PURCHASER
(Entity)

       

      By:                                                                           

       

      


      (Print
Name)

      


      


      (Print
Title)

      


      


      Address
for notices:

      


      


      


      


      


      


      City                                      State                         Zip
Code

      


      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Annex
A

       

      WAFERGEN
BIO-SYSTEMS, INC.

       

      Selling
Securityholder Notice and Questionnaire

       

      The
undersigned beneficial owner of Registrable Securities of WaferGen Bio-systems,
Inc., a Nevada corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended, of the Registrable Securities, in accordance
with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

       

      Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

       

      NOTICE

       

      The
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.

       

      The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

       

      QUESTIONNAIRE

       

      
        	
                 
      

              	
                1.  Name:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Full
      Legal Name of Selling
Securityholder

              


      

       

      
        	 
      
	 
      


      

      


      
        	
                 
      

              	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities are
held:

              


      

       

      
        	 
      
	 
      


      

      


      
        	
                 
      

              	
                (c)

              	
                Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the
questionnaire):

              


      

       

      
        	 
      
	 
      


      

      


       


      
        
          
            sf-2681626

          

           


        

        
          19

          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                2.  Address
      for Notices to Selling
Securityholder:

              


      

       

      
        	 
      
	 
      
	 
      
	
                Telephone:                                                                   Fax:

              
	
                Email:

              
	
                Contact
      Person:

              


      

      


      
        	
                 
      

              	
                3.  Broker-Dealer
      Status:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Are
      you a broker-dealer?

              


      

       

      Yes                         No   

       

      
        	
                 
      

              	
                (b)

              	
                If
      “yes” to Section 3(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company?

              


      

       

      Yes                         No   

       

      
        	
                Note:

              	
                If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Are
      you an affiliate of a
broker-dealer?

              


      

       

      Yes                         No   

       

      
        	
                 
      

              	
                (d)

              	
                If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

              


      

       

      Yes                         No   

       

      
        	
                Note:

              	
                If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

              


      

       

      4.  Beneficial
Ownership of Securities of the Company Owned by the Selling
Securityholder:

       

      Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the PPO.

       

      
        	
                 
      

              	
                (a)

              	
                Type
      and Amount of other securities (other than the Registrable Securities)
      beneficially owned by the Selling
  Securityholder:

              


      

       

      
        	 
      
	 
      


      

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.  Relationships
      with the Company:

              


      

       

      Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

       

      
        	
                 
      

              	
                State
      any exceptions here:

              


      

       

      
        	 
      
	 
      


      

       

      The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

       

      By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any
amendments or supplements thereto.  The undersigned understands that
such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

       

      IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Selling Securityholder Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.

       

      


      Dated:                                                      Beneficial
Owner:                                                                         

      


      By:                                                                         

      Name:

      Title:

      


      


      


      PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

      


      


      Morrison
& Foerster LLP

      425
Market Street

      San
Francisco, CA 94105

      Attention:  John
M. Rafferty, Esq.

      Facsimile:  (415)
268-7522

      


      



21