ex10-8.htm


    EXHIBIT
10.8

    


      Warrant
Certificate No. ______

      


      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.

      


      


      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 Spencer Trask Ventures, Inc., a Delaware corporation (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 Selling Agent
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 “Selling Agent
Agreement”).

      


      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 $2.00 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

          
            

          

        

        
           


        

      


      


      
        	
                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)           While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), 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

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


                                         
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.

      


      (iii)           Upon
the exercise of this Warrant in compliance with the provisions of this Section
1(b), 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.


      
        
           


        

        
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      (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.

      


      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (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
anysuccessive event or events described in this Section 3(a)(ii).


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      (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 Organic 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.

        


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


       

      (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, provided that the conversion
or exercise prices thereof have not been lowered since the Effective Date; (ii)
shares of Common Stock issued or issuable upon exercise 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 (x) pursuant
to the acquisition of another corporation by the Corporation by merger, purchase
of substantially all of the assets or other reorganization or (y) pursuant to a
joint venture agreement with 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;
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.


      
        
           


        

        
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                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.


      
        
           


        

        
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      (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.


      
        
           


        

        
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                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 provided 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:

      


      


      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.

      


      
        	
                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 (the “Registration Rights
Agreement”) between the Company and each of the investors party to the subscription agreements contemplated by the Selling Agent
Agreement, as if the Holder hereof were a party to the Registration Rights
Agreement, or any permitted transferee of the Holder pursuant to Section 4(d)
hereof.

      


      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), (i) if to the Holder at the
address of such Holder(s) as shown on the books of the Company, (ii) if to
Spencer Trask Ventures, Inc. (the “Agent”), to it at 535 Madison
Avenue, New York, New York 10022, Attention: John Heidenreich, with a copy to
Meister Seelig & Fein LLP, 2
Grand Central Tower, 140 East 45th Street,
New York, New York 10017, Attention: Kenneth S. Goodwin, Esq., or (ii) if to the
Company, to it at Bayside Technology Center, 46531 Fremont Blvd., Fremont,
CA  94538, Facsimile:  510-651-4599, Attention: Amjad Huda,
CFO (or to such other address, facsimile number or e-mail address as the Holder,
the Agent 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 W. Campbell, Esq.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	
                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.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      
        	
                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 has reserved and shall 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 best 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 best 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.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


      


      
        	
                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; provided, however, that no such
amendment or waiver shall be effective unless consented to by the Holder if such
amendment or waiver would (i) modify the exercise period in Section 1(a) hereof
or (ii) modify the Exercise Price.

      


      
        	
                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


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


                    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:                            Alnoor
Shivji

                                                                          Title:              Chief
Executive Officer

      


      


      



      
        
          
            {00103924.1
\ 0891-002} 

            


          

           


        

        
          14

          
            

          

        

        
           


        

      


      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:                                                                                     


      
        
          
            {00103924.1
\ 0891-002} 

            


          

           


        

        
          15

          
            

          

        

        
           


        

      

      
 

      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:                                                                                     

      


      

16