FORM
      OF

    REGISTRATION
      RIGHTS AGREEMENT

     

    Registration
      Rights Agreement (this “Agreement”),
      made
      and entered into as of May 31,
      2007,
      by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”),
      Rodman & Renshaw, LLC, a Delaware limited liability company (the
“Placement
      Agent”)
      and
      the purchasers signatory hereto (each such purchaser, a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to and in connection with (i) the Subscription
      Agreements
      between
      the Company and each Purchaser dated as of the date hereof (collectively, the
      “Purchase
      Agreements”),
      (ii)
      the Private Placement Memorandum dated April 16, 2007 relating to the offering
      of units of the Company’s securities, consisting of Common Stock of the Company
      (the “Shares”
as
      defined below) and warrants to purchase Common Stock of the Company (the
“Warrants”),
      pursuant
      to which the Purchasers purchased the Registrable Securities (the “Memorandum”)
      and
      (iii) the proposed merger (the “Merger”)
      of a
      wholly-owned subsidiary of the Company with and into WaferGen, Inc., a Delaware
      corporation, with WaferGen, Inc. remaining as the surviving entity and a
      wholly-owned subsidiary of the Company.

     

    The
      Company and the Purchasers hereby agree as follows:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Advice”
shall
      have the meaning set forth in Section 6(d).

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a Federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.

     

    “Commission”
shall
      mean the Securities and Exchange Commission.

     

    “Common
      Stock”
shall
      mean shares of Common Stock of the Company.

     

    “Effectiveness
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      earlier of (a) the 120th calendar day following the Filing Date, and (b) the
      fifth Trading Day following the date on which the Company is notified by the
      Commission that the Registration Statement will not be reviewed or is no longer
      subject to further review and comments.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

     

    “Event”
shall
      have the meaning set forth in Section 2(b).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(b).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      120th calendar day following the closing date of the Merger, provided that
      if
      such day is not a Business Day, then the Filing Date shall be the next Business
      Day thereafter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a). 

     

    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(a).

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Securities”
means
      (i) the Shares, (ii) the shares of Common Stock issuable upon exercise of the
      Warrants and (iii) the shares of Common Stock issuable upon exercise of the
      warrants issued to the Placement Agent or its designees in connection with
      the
      transactions contemplated by the Memorandum (the “Placement
      Agent’s Warrants”)
      and
      (iv) together with any shares of Common Stock issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the foregoing or in connection with any anti-dilution provisions
      in
      the Warrants and the Placement Agent Warrants.

     

    “Registration
      Statement”
means
      the registration statements required to be filed by the Company hereunder,
      including (in each case) the Prospectus, amendments and supplements to the
      registration statement or Prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      or
      deemed to be incorporated by reference in the registration
      statement.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Shares”
means
      the shares of Common Stock included in the units issued or issuable to each
      Purchaser pursuant to the Offering, and does not include the shares of Common
      Stock underlying the Warrants.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
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    “Trading
      Day”
means
      (i) a day on which the Common Stock is traded on a Trading Market, or (ii)
      if
      the Common Stock is not listed on a Trading Market, a day on which the Common
      Stock is traded on the over-the-counter market, as reported by the OTC Bulletin
      Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board,
      a
      day on which the Common Stock is quoted in the over-the-counter market as
      reported by Pink Sheets LLC (or any similar organization or agency succeeding
      to
      its functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market,
      or
      the Nasdaq Capital Market.

     

    “Transaction
      Documents”
means
      this Agreement, the Purchase Agreements and any other documents or agreements
      executed in connection with the transactions contemplated hereunder and
      thereunder.

     

    2. Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the Commission
      the Registration Statement covering the resale of all of the Registrable
      Securities for an offering to be made on a continuous basis pursuant to Rule
      415. The Registration Statement required hereunder shall be on Form SB-2 (or
      another appropriate form in accordance herewith). The Registration Statement
      required hereunder shall contain (except if otherwise directed by the Holders)
      substantially the “Plan
      of Distribution”
      attached hereto as Annex
      A.
      Subject
      to the terms of this Agreement, the Company shall use its commercially
      reasonable best efforts to cause the Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof, but in any event not later than the Effectiveness Date, and shall
      use
      its commercially reasonable best efforts to keep the Registration Statement
      continuously effective under the Securities Act until the date when all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    
      
        
        

      

      
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    (b) If:
      (i) a
      Registration Statement is not filed on or prior to the Filing Date (if the
      Registration Statement is filed without affording the Holder the opportunity
      to
      review and comment on the same as required by Section 3(a), the Company shall
      not be deemed to have satisfied such filing requirement), or (ii) the Company
      fails to file with the Commission a request for acceleration in accordance
      with
      Rule 461 promulgated under the Securities Act, within five Trading Days of
      the
      date of notification (orally or in writing, whichever is earlier) by the
      Commission that a Registration Statement will not be “reviewed,” or is not
      subject to further review, or (iii) prior to the date when such Registration
      Statement is first declared effective by the Commission, the Company fails
      to
      file a pre-effective amendment and otherwise respond in writing to comments
      made
      by the Commission in respect of such Registration Statement within 30 calendar
      days after the receipt of comments by or notice from the Commission that such
      amendment is required in order for a Registration Statement to be declared
      effective (or within ten calendar days after the Company’s accountants furnish
      the requisite financial statements), or (iv) a Registration Statement filed
      or
      required to be filed hereunder is not declared effective by the Commission
      on or
      before the Effectiveness Date, or (v) after a Registration Statement is first
      declared effective by the Commission, it ceases for any reason to remain
      continuously effective as to all Registrable Securities for which it is required
      to be effective, or the Holders are not permitted to utilize the Prospectus
      therein to resell such Registrable Securities, for in any such case 15
      consecutive Trading Days but no more than an aggregate of 30 Trading Days during
      any 12 month period (which need not be consecutive Trading Days)(any such
      failure or breach being referred to as an “Event,”
and
      for purposes of clause (i) or (iv) the date on which such Event occurs, or
      for
      purposes of clause (ii) the date on which such five Trading Day period is
      exceeded, or for purposes of clause (iii) the date which such 21 calendar days
      is exceeded, or for purposes of clause (v) the date on which such 15-Trading
      Day
      or 30-Trading Day period, as applicable, is exceeded being referred to as an
      “Event
      Date”),
      then
      in addition to any other rights the Holders may have hereunder or under
      applicable law for all or part of each 30-calendar day period in which such
      applicable Event remains uncured, the Company shall pay to each Holder an amount
      in cash, as partial liquidated damages and not as a penalty, equal to 1.25%
      of
      the aggregate purchase price paid by such Holder pursuant to the Purchase
      Agreement for any Registrable Securities then held by such Holder, subject
      to an
      overall limit of partial liquidated damages in the aggregate of 15% of the
      aggregate purchase price paid by such Holder. Notwithstanding the
      foregoing,
      (a) in
      the case of (iv) above, if the Commission does not declare the Registration
      Statement effective on or before the Effectiveness Date, or (b) if the
      Commission allows the Registration Statement to be declared effective at any
      time before or after the Effectiveness Date, subject to the withdrawal of
      certain Registrable Securities from the Registration Statement, and the reason
      for (a) or (b) is the Commission’s determination that (x) the offering of any of
      the Registrable Securities constitutes a primary offering of securities by
      the
      Company, (y) Rule 415 may not be relied upon for the registration of the resale
      of any or all of the Registrable Securities, and/or (z) a Holder of any
      Registrable Securities must be named as an underwriter, the Holders understand
      and agree that in the case of (b) the Company may reduce, on a pro
      rata
      basis,
      the total number of Registrable Securities to be registered on behalf of each
      such Holder, and, in the case of (a) or (b), the overall limit of partial
      liquidated damages that a Holder shall be entitled to with respect to the
      Registrable Securities not registered for the reason set forth in (a), or so
      reduced on a pro
      rata
      basis as
      set forth in (b) shall be an aggregate of 7% of the aggregate purchase price
      paid by such Holder for such securities. In addition, any such affected Holder
      shall have demand registration rights after the Registration Statement is
      declared effective by the Commission until such time as: (AA) all Registrable
      Securities have been registered pursuant to an effective Registration Statement,
      (BB) the Registrable Securities may be resold without restriction pursuant
      to
      Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an
      underwriter in any such registration statement. The Holders acknowledge and
      agree the provisions of this paragraph may apply to more than one Registration
      Statement. If the Company fails to pay any partial liquidated damages or refund
      pursuant to this Section in full within seven days after the date payable,
      the
      Company will pay interest thereon at a rate of 8% 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. 

     

    3. Registration
      Procedures.

     

    In
      connection with the registration obligations in Section 2 hereof, the Company
      shall:

     

    (a) Not
      less
      than five Trading Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto (i) furnish to the
      Holders copies of all such documents proposed to be filed (including documents
      incorporated or deemed incorporated by reference to the extent requested by
      such
      Person) which documents will be subject to the review of such Holders and (ii)
      cause its officers, directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel, to conduct a reasonable investigation
      within the meaning of the Securities Act. The Company shall not file the
      Registration Statement or any such Prospectus or any amendments or supplements
      thereto to which the Holders of a majority of the Registrable Securities shall
      reasonably object in good faith, provided that the Company is notified of such
      objection in writing no later than three Trading Days after the Holders have
      been so furnished copies of such documents. 

     

    
      
        
        

      

      
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    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement and, as so supplemented
      or
      amended, to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible to any comments received from the Commission with respect
      to
      the Registration Statement or any amendment thereto and, as promptly as
      reasonably possible, upon request, provide the Holders true and complete copies
      of all correspondence from and to the Commission relating to the Registration
      Statement; and (iv) comply in all material respects with the provisions of
      the
      Securities Act and the Exchange Act with respect to the disposition of all
      Registrable Securities covered by the Registration Statement during the
      applicable period in accordance with the intended methods of disposition by
      the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented.

     

    (c) Notify
      the Placement Agent and its counsel, (and each Holder of Registrable Securities
      with respect to items (iii), (iv), (v) and (vi) set forth below) as promptly
      as
      reasonably possible and confirm such notice in writing promptly following the
      day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to the Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of the
      Registration Statement and whenever the Commission comments in writing on the
      Registration Statement (the Company shall, upon request, provide true and
      complete copies thereof and all written responses thereto to each of the
      Holders); and (C) with respect to the Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      during the period of effectiveness of the Registration Statement for amendments
      or supplements to the Registration Statement or Prospectus or for additional
      information; (iii) of the issuance by the Commission or any other Federal or
      state governmental authority of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose; (iv) of the receipt by
      the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in the Registration Statement ineligible
      for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any 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,
      in light of the circumstances under which they were made, not misleading; and
      (vi) the occurrence or existence of any pending corporate development with
      respect to the Company that the Company believes may be material and that,
      in
      the determination of the Company, makes it not in the best interest of the
      Company to allow continued availability of the Registration Statement or
      Prospectus; provided that any and all of such information shall remain
      confidential to each Holder until such information otherwise becomes public,
      unless disclosure by a Holder is required by law; provided, further,
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information.

     

    
      
        
        

      

      
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    (d) Use
      commercially reasonable best efforts to avoid the issuance of, or, if issued,
      obtain the withdrawal of (i) any order suspending the effectiveness of the
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

     

    (e) Upon
      request, furnish to each Holder, without charge, at least one conformed copy
      of
      the Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Holder, and
      all exhibits to the extent requested by such Holder (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission.

     

    (f) Promptly
      deliver to each Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Holder may reasonably request in connection with
      its
      resales. Subject to the terms of this Agreement, the Company hereby consents
      to
      the use of such Prospectus and each amendment or supplement thereto by each
      of
      the selling Holders in connection with the offering and sale of the Registrable
      Securities covered by such Prospectus and any amendment or supplement thereto,
      except after the giving of any notice pursuant to Section 3(c) or
      otherwise.

     

    (g) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable best efforts to register or qualify or cooperate with the selling
      Holders in connection with the registration or qualification (or exemption
      from
      such registration or qualification) of such Registrable Securities for the
      resale by the Holder under the securities or Blue Sky laws of such jurisdictions
      within the United States as any Holder reasonably requests in writing, to keep
      each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      reasonably necessary to enable the disposition in such jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company shall not be required to qualify generally to do business in any
      jurisdiction where it is not then so qualified if qualification would subject
      the Company to any material tax in any such jurisdiction where it is not then
      qualified or subject it to file a general consent to service of process in
      any
      such jurisdiction.

     

    (h) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement
      and applicable law, of all restrictive legends, and to enable such Registrable
      Securities to be in such denominations and registered in such names as any
      such
      Holders may request.

     

    (i) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(c) above to suspend the use of any Prospectus until the requisite
      changes to such Prospectus have been made, then the Holders shall suspend use
      of
      such Prospectus. The Company shall use its commercially reasonable best efforts
      to ensure that the use of the Prospectus may be resumed as promptly as is
      practicable. The Company shall be entitled to exercise its right under this
      Section 3(i) to suspend the availability of a Registration Statement and
      Prospectus, subject to the payment of liquidated damages pursuant to Section
      2(b), for a period not to exceed 60 Trading Days (which need not be consecutive
      Trading Days) in any 12 month period.

     

    
      
        
        

      

      
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    (j) Comply
      with all applicable rules and regulations of the Commission.

     

    (k) The
      Company may require each Holder to furnish to the Company a certified statement
      as to (i) the number of shares of Common Stock beneficially owned by such
      Holder, (ii) if required by the Commission, the holder thereof or the person
      that has voting and dispositive control over such shares, (iii) any relationship
      between such Holder and the Company and (iv) such other information regarding
      such Holder as shall be required by the Commission or the National Association
      of Securities Dealers.  If any such Holder fails to furnish such
      information within three Trading Days of the Company’s request, the Company
      shall furnish written notice of such non-compliance to such Holder, the
      Placement Agent and the Placement Agent's counsel.  If, for a period of two
      Trading Days after such notice is given, such Holder continues to fail to
      furnish such information, then (i) the Company shall no longer be obligated
      to
      include any of such Holder's Registrable Securities as part of the Registration
      Statement (provided,
      however,
      in the
      event such Holder provides such information to the Company prior to the time
      when the Company files a request for acceleration, the Company shall register
      such Holder's Registrable Securities as part of the Registration Statement)
      and
      (ii) the Company shall have no obligation to pay any liquidated damages to
      such
      Holder with respect to any Event. In the event that (i) the immediately
      preceding sentence applies, (ii) subsequent to the filing of the above-mentioned
      request for acceleration such Holder provides such information to the Company
      and (iii) thereafter the Company files another registration statement in which
      the Company may include such Holder's securities without significant cost to
      the
      Company and with the consent of any applicable underwriter, then the Company
      shall use its commercially reasonable best efforts to include such Holder's
      Registrable Securities in such registration statement in accordance with
      customary arrangements applicable to piggyback registration rights.

     

    (l) Notwithstanding
      anything contained in this Agreement, the right of any Holder to request or
      demand inclusion in any registration hereunder shall terminate as to Registrable
      Securities held by such Holder that may be immediately sold under Rule 144(k).
      

     

    (m) The
      Company shall effect a filing with respect to the public offering contemplated
      by the Registration Statement (an “Issuer
      Filing”)
      with
      the National Association of Securities Dealers, Inc. (“NASD”)
      Corporate Financing Department pursuant to NASD Rule 2710 (b)(10)(A)(i) within
      one Trading Day of the Filing Date and pay the filing fee required by such
      Issuer Filing.  The Company shall use commercially reasonable best efforts
      to pursue the Issuer Filing until the NASD issues a letter confirming that
      it
      does not object to the terms of the offering contemplated by the Registration
      Statement.  A copy of the Issuer Filing and all related correspondence with
      respect thereto shall be provided to both (i) Morse, Zelnick, Rose & Lander,
      LLP, counsel to Rodman & Renshaw, LLC, 405 Park Avenue, Suite 1401, New
      York, NY 10022, Attention: Kenneth S. Rose, Esq. , and (ii) Gottbetter &
Partners, LLP, 488 Madison Avenue, 12th
      floor,
      New York, NY 10022-5718, Attention: Scott E. Rapfogel, Esq. 

     

    
      
        
        

      

      
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    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company, whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      Trading Market on which the Common Stock is then listed for trading and (B)
      in
      compliance with applicable state securities or Blue Sky laws), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs of
      the
      Holders.

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents and employees of
      each
      of them, each Person who controls any such Holder (within the meaning of Section
      15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys’ fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(c)(iii)-(vi), the use by such
      Holder of an outdated or defective Prospectus after the Company has notified
      such Holder in writing that the Prospectus is outdated or defective and prior
      to
      the receipt by such Holder of the Advice contemplated in Section 6(d).


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus,
      or
      any form of prospectus, or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or such Prospectus or (ii) to the extent that (1)
      such untrue statements or omissions are based solely upon information regarding
      such Holder furnished in writing to the Company by such Holder expressly for
      use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement (it being understood that the Holder has approved
      Annex A hereto for this purpose), such Prospectus or such form of Prospectus
      or
      in any amendment or supplement thereto or (2) in the case of an occurrence
      of an
      event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder
      of
      an outdated or defective Prospectus after the Company has notified such Holder
      in writing that the Prospectus is outdated or defective and prior to the receipt
      by such Holder of the Advice contemplated in Section 6(d). In no event shall
      the
      liability of any selling Holder hereunder be greater in amount than the dollar
      amount of the net proceeds received by such Holder upon the sale of the
      Registrable Securities giving rise to such indemnification obligation.


     

    (c) Conduct
      of Indemnification Proceedings.
      (i) If
      any Proceeding shall be brought or asserted against any Person entitled to
      indemnity hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party.

     

    (ii)
      An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and legal counsel to such Indemnified Party shall
      reasonably determine that a material conflict of interest is likely to exist
      if
      the same counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying Party
      in writing that it elects to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense of the Indemnified Party and the reasonable fees and expenses of
      one
      separate counsel of the Indemnified Party shall be at the expense of the
      Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such
      Proceeding.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (iii)
      Subject to the terms of this Agreement, all reasonable fees and expenses of
      the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, reasonably promptly upon written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is not entitled
      to
      indemnification hereunder, determined based upon the relative faults of the
      parties.

     

    (d) Contribution.
      (i) If
      a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this section was available to such party in
      accordance with its terms.

     

    (ii)
      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission, except in the case of fraud
      by
      such Holder.

     

    (iii)
      The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    6. Miscellaneous

     

    (a) Remedies.
      In the
      event of a breach by the Company, on one hand, or by a Holder, on the other
      hand, 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, will be entitled to specific performance of its rights under this
      Agreement. The Company and each Holder each agrees 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 waive the defense that a remedy at law would be adequate.

     

    (b) No
      Piggyback on Registrations.
      Except
      as set forth on Schedule 6(b) attached hereto, neither the Company nor any
      of
      its security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in a Registration Statement other than
      the
      Registrable Securities and no Person has any right to cause the Company to
      effect the registration under the Securities Act of any securities of the
      Company. The Company shall not file any other registration statement (other
      than
      on Form S-8) until after the Effective Date.

     

    (c) Compliance.
      Each
      Holder covenants and agrees that it will comply with the Prospectus delivery
      requirements of the Securities Act as applicable to it in connection with offers
      and sales of Registrable Securities pursuant to the Registration
      Statement.

     

    (d) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c), such Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the Registration Statement until such Holder’s
      receipt of the copies of the supplemented Prospectus and/or amended Registration
      Statement or until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company will use its commercially reasonable best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is reasonably practicable. The Company agrees and acknowledges that any periods
      during which the Holder is required to discontinue the disposition of the
      Registrable Securities hereunder shall be subject to the provisions of Section
      2(b).

     

    (e) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with the stock option or other employee benefit plans, then the
      Company shall send to each Holder a written notice of such determination and,
      if
      within fifteen days after the date of such notice, any such Holder shall so
      request in writing, the Company shall include in such registration statement
      all
      or any part of such Registrable Securities such Holder requests to be
      registered, subject to customary underwriter cutbacks applicable to all holders
      of registration rights.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and Holders of not less than two-thirds (2/3) of the
      then
      outstanding Registrable Securities.

     

    (g) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Purchase Agreement.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Each Holder may assign their respective rights hereunder only in the
      manner and to the Persons as permitted under the Purchase
      Agreement.

     

    (i) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same Agreement. 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) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (j) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed in accordance with the
      internal laws of the State of New York, without regard to the principles of
      conflicts of law thereof.

     

    (k) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      best efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (m) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (o) Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a day other than a Business Day,
      then
      such action may be taken or such right may be exercised on the next succeeding
      Business Day.

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    
      	 	 	 
	 	
              WAFERGEN
                BIO-SYSTEMS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name

            
	 	
              Title:
                

            


    

     

    [Purchaser
      signature page follows]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    PURCHASER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

    


    
      	
              Name
                of Investing Entity or Individual:
                __________________________

            
	
              Signature
                of Individual or Authorized Signatory of Investing Entity:
                __________________________

            
	
              Name
                of Authorized Signatory of Investing Entity:
                _________________________

            
	
              Title
                of Authorized Signatory of Investing Entity:
                __________________________

            


    

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    Plan
      of Distribution

     

    The
      Selling Stockholders (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of
      WaferGen Bio-systems, Inc. (the “Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on any stock exchange,
      market or trading facility on which the shares are traded or in private
      transactions. These sales may be at fixed or negotiated prices. The Selling
      Stockholders may use any one or more of the following methods when selling
      shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus forms a
                part;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                or

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, but in
      no
      case to exceed 8% of the gross proceeds of such sales. Each Selling Stockholder
      does not expect these commissions and discounts relating to its sales of shares
      to exceed what is customary in the types of transactions involved.

     

    In
      connection with the sale of our Common Stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the Common
      Stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of our Common Stock short and deliver these
      securities to close out their short positions, or loan or pledge the Common
      Stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock.

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(e) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with.

     

    Under
      applicable rules and regulations under the Securities Exchange Act of 1934,
      as
      amended, any person engaged in the distribution of the resale shares may not
      simultaneously engage in market making activities with respect to our Common
      Stock for a period of two business days prior to the commencement of the
      distribution. In addition, the Selling Stockholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of our Common Stock by the Selling Stockholders or any other
      person. We will make copies of this prospectus available to the Selling
      Stockholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the sale.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    ANNEX
      B

     

    WAFERGEN
      BIO-SYSTEMS, INC.

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per share (the
      “Common
      Stock”),
      or
      securities exercisable for Common Stock (collectively, the “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 (the “Commission”)
      a
      registration statement on Form SB-2 (except if the Company is not then eligible
      to register for resale the Registrable Securities on Form SB-2, in which case
      such registration shall be on another appropriate form) (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of _________________ (the “Registration
      Rights Agreement”),
      between the Company and the Purchasers named therein. 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 and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    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 Listed in Item 3 below 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):

            


      	 	 	 


      	 	 	 


    

     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
              Telephone: 

            
	
              
                

              

              Fax: 

            
	
              
                

              

              Contact
                Person: 

            
	
              
                

              

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


      	 	 	 


      	 	 	 


      	 	 	 


      	 	 	 


    

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
o      No
o

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company.

            


    

     

    Yes
o      No
o

     

    
      	 	
              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
o      No
o

     

    
      	 	
              (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
o      No
o

     

    
      	 	
              Note:

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

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


      	 	 	 


      	 	 	 


      	 	 	 


    

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    6.
      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 6 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 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:

     

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      floor

    New
      York,
      NY 10022-5718

    Attention:
      Scott E. Rapfogel, Esq.

    Facsimile:
      (212) 400-6901 

    
       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

    


    Schedule
      6(b)

    Piggyback
      Registrations