NOTE
          AND WARRANT PURCHASE AGREEMENT 

         

        BY
          AND BETWEEN

         

        WAFERGEN,
          INC.

         

        AND
          

         

        ALNOOR
          SHIVJI

        


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      WAFERGEN,
        INC.

      


      NOTE
        AND WARRANT PURCHASE AGREEMENT


    

    

      THIS
        NOTE AND WARRANT PURCHASE AGREEMENT
        (this
“Agreement”)
        is
        made as of January 30, 2007 (the “Effective
        Date”)
        by and
        among WaferGen,
        Inc.,
        a
        Delaware corporation (the “Company”),
        and
        Alnoor Shivji (the “Purchaser”).
        Capitalized terms used herein and not otherwise defined herein shall have
        the
        respective meanings given to them in the Note (as defined below) and the
        Warrant
        (as defined below).

       

    

    THE
      PARTIES HEREBY AGREE AS FOLLOWS:

     

    
      	1.	
              
                AMOUNT
                  AND TERMS OF THE LOAN; ISSUANCE OF WARRANT;
                  CLOSING.

              

            


    

     

    1.1  The
      Loan.
      Subject
      to the terms of this Agreement, the Purchaser agrees to purchase from the
      Company and the Company agrees to sell and issue to the Purchaser the promissory
      notes, the aggregate principal amount of which should not be in excess of three
      hundred thousand dollars (US$300,000) (the “Loan
      Amount” or
      the
“Loan”),
      in
      the form attached hereto as Exhibit A (each,
      a
“Note”
      and
      collectively, the “Notes”).

     

    1.2  Issuance
      of Warrant. Subject
      to the terms and conditions of this Agreement, the Company agrees to issue
      to
      the Purchaser warrants (each, a “Warrant”
      and
      collectively, the “Warrants”)
      in
      substantially the form attached hereto as Exhibit
      B,
      representing
      the right to purchase up to that number of shares of Series B Preferred Stock
      of
      the Company calculated as follows: 

     

    Number
      of
      shares of 

    Series
      B
      Preferred Stock   =     (Loan
      Amount) x (0.25)

    issuable
      upon exercise     $0.76

    of
      the
      Warrant

     

    1.3  Closing.
      The
      initial closing of the purchase and sale of the Note hereunder (the
“Initial
      Closing”)
      shall
      occur at the principal office of the Company at 2:00 p.m. on January __, 2007
      (the “Closing
      Date”)
      or at
      such other time as the Company and the Purchaser shall agree. In the event
      there
      is more than one closing, the term “Closing” shall apply to each such closing,
      unless otherwise specified in this Agreement. At
      or
      prior to the Closing, the Purchaser shall deliver to the Company a certified
      check or wire transfer funds in the amount of the Purchaser’s Loan Amount, and
      the Company shall issue and deliver to the Purchaser a Note in favor of the
      Purchaser payable in the principal amount of such Purchaser’s Loan Amount and
      the Company shall issue and deliver to the Purchase the Warrant. In addition,
      the Company shall execute, deliver and/or file such other documents as the
      Purchaser shall reasonably require. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.	
              
                REPRESENTATIONS
                  AND WARRANTIES OF THE
                  COMPANY.

              

            


    

     

    The
      Company hereby represents and warrants to the Purchaser as follows:

     

    2.1  Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Company has the requisite corporate
      power to own and operate its properties and assets and to carry on its business
      as now conducted and as proposed to be conducted. The Company is duly qualified
      and is authorized to do business and is in good standing as a foreign
      corporation in all jurisdictions in which the nature of its activities and
      of
      its properties (both owned and leased) makes such qualification necessary,
      except for those jurisdictions in which failure to do so would not have a
      material adverse effect on the Company or its business.

     

    2.2  Corporate Power.
      The
      Company has all requisite corporate power to execute and deliver this Agreement,
      the Note, the Warrant and any other document relating to any of the foregoing
      (collectively, as the same may from time to time be amended, modified,
      supplemented or restated, the “Loan
      Documents”)
      and to
      carry out and perform its obligations under the terms of the Loan Documents.
      The
      Company’s Board of Directors has approved the Loan Documents based upon a
      reasonable belief that the Loan is appropriate for the Company after reasonable
      inquiry concerning the Company’s financing objectives and financial
      situation.

     

    2.3  Authorization.
      All
      corporate action on the part of the Company, its directors and its stockholders
      necessary for the authorization, execution, delivery and performance of the
      Loan
      Documents by the Company and the performance of the Company’s obligations
      thereunder, has been taken or will be taken prior to the Initial Closing. The
      Loan Documents, when executed and delivered by the Company, shall constitute
      valid and binding obligations of the Company enforceable against it in
      accordance with their terms, subject to laws of general application relating
      to
      bankruptcy, insolvency, and the relief of debtors. The issuance of the Note
      and
      Warrant pursuant to the provisions of this Agreement will not violate any
      preemptive rights or rights of first refusal granted by the Company, and the
      Note and Warrant will be issued in compliance with all applicable federal and
      state securities laws; provided, however, that the Note and Warrant may be
      subject to restrictions on transfer under state and/or federal securities laws
      as set forth herein or as otherwise required by such laws at the time the
      transfer is proposed.

     

    2.4  Governmental
      Consents.
      All
      consents, approvals, orders, or authorizations of, or registrations,
      qualifications, designations, declarations, or filings with, any governmental
      authority, required on the part of the Company in connection with the valid
      execution and delivery of the Loan Documents, the offer, sale or issuance of
      the
      Note and the Warrant and the equity securities issuable upon exercise of the
      Warrant, conversion of the Note or the consummation of any other transaction
      contemplated hereby shall have been obtained and will be effective at each
      Closing, except for notices required or permitted to be filed with certain
      state
      and federal securities commissions, which notices will be filed on a timely
      basis.

     

    2.5  Offering.
      Assuming
      the accuracy of the representations and warranties of the Purchaser contained
      in
      Section 3 hereof, the offer, issuance, and sale of the Securities are and will
      be exempt from the registration and prospectus delivery requirements of the
      Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit, or qualification requirements
      of
      all applicable state securities laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.6  Use
      of Proceeds.
      The
      Company shall use the proceeds of the Loan solely for the operations of its
      business, and not for any personal, family or household purpose.

     

    
      	3.	
              
                REPRESENTATIONS
                  AND WARRANTIES OF THE
                  PURCHASER.

              

            


    

     

    3.1  Purchase
      for Own Account.
      The
      Purchaser represents that he is acquiring the Note, Warrant and the equity
      securities issuable upon exercise of the Warrant (collectively, the
“Securities”)
      solely
      for his own account and beneficial interest for investment and not for sale
      or
      with a view to distribution of the Securities or any part thereof, has no
      present intention of selling (in connection with a distribution or otherwise),
      granting any participation in, or otherwise distributing the same, and does
      not
      presently have reason to anticipate a change in such intention, other than
      transfers between affiliates, including affiliate funds, or transfers to a
      partner (or retired partner), member (or retired member) of the Purchaser,
      or
      transfers by gift, will or intestate succession to any spouse or lineal
      descendants or ancestors, if all transferees agree in writing to be subject
      to
      the terms hereof to the same extent as if they were Purchasers
      hereunder.

     

    3.2  Information
      and Sophistication.
      The
      Purchaser acknowledges that he has received all the information he has requested
      from the Company and that he considers necessary or appropriate for deciding
      whether to acquire the Securities. The Purchaser represents that he has had
      an
      opportunity to ask questions and receive answers from the Company regarding
      the
      terms and conditions of the offering of the Securities and to obtain any
      additional information necessary to verify the accuracy of the information
      given
      the Purchaser. The Purchaser further represents that he has such knowledge
      and
      experience in financial and business matters that he is capable of evaluating
      the merits and risk of this investment.

     

    3.3  Ability
      to Bear Economic Risk.
      The
      Purchaser acknowledges that investment in the Securities involves a high degree
      of risk, and represents that he is able, without materially impairing his
      financial condition, to hold the Securities for an indefinite period of time
      and
      to suffer a complete loss of his investment.

     

    3.4  Restrictions
      on Transfer.The
      Purchaser understands that the Securities are characterized as “restricted
      securities” under the federal securities laws inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Securities Act only in certain limited
      circumstances. The Purchaser understands that the Securities have not been
      and
      will not be registered under the Securities Act and have not been and will
      not
      be registered or qualified in any state in which they are offered, and thus
      the
      Purchaser will not be able to resell or otherwise transfer his Securities unless
      they are registered under the Securities Act and registered or qualified under
      applicable state securities laws, or an exemption from such registration or
      qualification is available. 

     

    3.5  Further
      Limitations on Disposition.
      Without
      in any way limiting the representations set forth above, the Purchaser further
      agrees not to make any disposition of all or any portion of the Securities
      unless and until:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)  There
      is
      then in effect a Registration Statement under the Securities Act covering such
      proposed disposition and such disposition is made in accordance with such
      Registration Statement; or

     

    (b)  The
      Purchaser shall have notified the Company of the proposed disposition and the
      proposed disposition is in compliance with Rule 144 of the Securities
      Act.

     

    Notwithstanding
      the provisions of paragraphs (a) and (b) above, there shall be no
      restrictions whatsoever on any transfer by the Purchaser to an affiliate
      (including affiliate funds), partner (or retired partner), member (or retired
      member) of such Purchaser, or transfers by gift, will or intestate succession
      to
      any spouse or lineal descendants or ancestors, if all transferees agree in
      writing to be subject to the terms hereof to the same extent as if they were
      Purchasers hereunder.

     

    3.6  Accredited
      Investor Status.
      The
      Purchaser is an “accredited
      investor”
as
      such
      term is defined in Rule 501 under the Securities Act.

     

    3.7  Lock-Up
      Agreement.
      The
      Purchaser hereby agrees that he will not, directly or indirectly, without the
      prior written consent of the Company and the managing underwriter, during the
      period commencing on the date of the final prospectus relating to the Company’s
      initial public offering and ending on the date specified by the Company and
      the
      managing underwriter (such period not to exceed one hundred eighty (180) days)
      (i) lend, offer, pledge, sell, contract to sell, sell any option or
      contract to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase, or otherwise transfer or dispose of, directly
      or
      indirectly, any shares of Common Stock of the Company or any securities
      convertible into or exercisable or exchangeable for Common Stock (whether such
      shares or any such securities are then owned by the Purchaser or are thereafter
      acquired), or (ii) enter into any swap or other arrangement that transfers
      to another, in whole or in part, any of the economic consequences of ownership
      of the Common Stock, whether any such transaction described in clause (i) or
      (ii) above is to be settled by delivery of Common Stock or such other
      securities, in cash or otherwise. The foregoing provisions of this
      Section 3.7 shall not apply to the sale of any shares to an underwriter
      pursuant to an underwriting agreement, and shall only be applicable to the
      Purchaser if all officers and directors and greater than one percent (1%)
      stockholders of the Company enter into similar agreements. The underwriters
      in
      connection with the Company’s initial public offering are intended third party
      beneficiaries of this Section 3.7 and shall have the right, power and
      authority to enforce the provisions hereof as though they were a party hereto.
      Notwithstanding the foregoing, nothing in this Section 3.7 shall prevent
      the Purchaser from making a transfer of any Common Stock that was listed on
      a
      national stock exchange or actively traded over-the-counter at the time it
      was
      acquired by such Investor or was acquired by such Purchaser pursuant to
      Rule 144A of the Act, including any shares acquired in the initial public
      offering.

     

    In
      order
      to enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to the Securities of the Purchaser (and the shares
      or
      securities of every other person subject to the foregoing restriction) until
      the
      end of such period.

     

    
      	4.	
              
                EVENTS
                  OF DEFAULT; REMEDIES

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.1  Events
      of Default. Each
      of
      the following shall constitute an event of default (each, an “Event
      of Default”)
      under
      this Agreement and the other Loan Documents:

     

    (a)  The
      Company fails to pay on the Maturity Date, any unpaid principal, accrued
      interest and all other amounts owing under any Loan Document;

     

    (b)  The
      Company materially breaches any representation or warranty in any material
      respect, made by the Company in any of the Loan Documents;

     

    (c)  The
      Company materially breaches any covenant in, or fails to perform any obligations
      under, the Loan Documents;

     

    (d)  The
      Company files any petition or action for relief under any bankruptcy,
      reorganization, insolvency or moratorium law or any other law for the relief
      of,
      or relating to, debtors, now or hereafter in effect, or makes any general
      assignment for the benefit of creditors or takes any corporate action in
      furtherance of any of the foregoing;

     

    (e)  An
      involuntary petition is filed against the Company (unless such petition is
      dismissed or discharged within thirty (30) days) under any bankruptcy statute
      now or hereafter in effect, or a custodian, receiver, trustee, assignee for
      the
      benefit of creditors (or other similar official) is appointed to take
      possession, custody or control of any property of the Company; 

     

    (f)  The
      Company’s stockholders or board of directors affirmatively vote to liquidate,
      dissolve, or wind up the Company or the Company otherwise ceases to carry on
      its
      ongoing business operations; or

     

    (g)  If
      (i) a
      material portion of the Company’s assets is attached, seized, levied on, or
      comes into possession of a trustee or receiver and the attachment, seizure
      or
      levy is not removed in ten (10) days, (ii) the Company is enjoined, restrained,
      or prevented by a court order or other order of a governmental body from
      conducting its business, or (iii) notice of lien, levy, or assessment is filed
      against any of the Company’s assets by any court order or other order of any
      governmental body and it is not paid within thirty (30) days after the Company
      received notice thereof. 

     

    4.2  Remedies.
      Upon
      the occurrence of any Event of Default, all unpaid principal on the Note,
      accrued and unpaid interest thereon and all other amounts owing under any of
      the
      Loan Documents shall, at the option of the Purchaser thereof, automatically
      be
      immediately due, payable and collectible by the holder of the Note pursuant
      to
      applicable law. In the event of any Event of Default, the Company shall pay
      all
      reasonable attorneys’ fees and costs incurred by the holders of the Note in
      enforcing and collecting the Note and the other Loan Documents. 

     

    
      	5.	
              
                MISCELLANEOUS.

              

            


    

     

    5.1  Binding Agreement.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Either party
      may not assign this Agreement without the written consent of the other side.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      third party any rights, remedies, obligations, or liabilities under or by reason
      of this Agreement, except as expressly provided in this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2  Severability.
      If one
      or more provisions of this Agreement or of any other Loan Document are held
      to
      be unenforceable under applicable law, such provision shall be excluded from
      this Agreement or from such other Loan Document and the balance of the Agreement
      or of such other Loan Document shall be interpreted as if such provision were
      so
      excluded and shall be enforceable in accordance with its terms.

     

    5.3  Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      California as applied to agreements among California residents, made and to
      be
      performed entirely within the State of California. 

     

    5.4  Consent
      to Jurisdiction and Venue. Any
      legal
      action or other legal proceeding relating to this Agreement and the other Loan
      Documents and the enforcement of any provision thereof, may be brought or
      otherwise commenced in any state or federal court located in the County of
      Alameda, California. Each party to this Agreement expressly and irrevocably
      consents and submits to the jurisdiction of each state and federal court located
      in the County of Alameda, California (and each appellate court located in the
      State of California) in connection with any such legal proceeding and agrees
      that each state and federal court located in the County of Alameda, California
      shall be deemed to be a convenient forum.

     

    5.5  Waiver
      of Jury Trial.
      TO
      THE
      EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY
      RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
      PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN
      DOCUMENTS, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE
      DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT AND THE OTHER
      LOAN
      DOCUMENTS, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
      EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT,
      TORT, OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO
      HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR PROCEEDING SHALL BE
      DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE
      AN
      ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
      EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT
      TO
      TRIAL BY JURY. If the jury waiver set forth in this Section 5.5 is not
      enforceable, then any dispute, controversy or claim arising out of or relating
      to the Loan Documents, or any of the transactions contemplated therein shall
      be
      settled by final and binding arbitration held in San Jose, California in
      accordance with the then applicable Commercial Arbitration Rules of the American
      Arbitration Association. Judgment upon any award resulting from arbitration
      may
      be entered into and enforced by any state or federal court having jurisdiction
      thereof.

     

    5.6  Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.7  Notices.
      Any
      notice required or permitted under this Agreement shall be given in writing
      and
      shall be deemed effectively given upon personal delivery or upon deposit with
      the United States Post Office or Federal Express, postage prepaid, addressed
      to
      the Company at 46571 Fremont Blvd., Fremont, CA 94538, or to the Purchaser
      at
      46571 Fremont Blvd., Fremont, CA 94538 or at such other address as such party
      may designate by ten (10) days advance written notice to the other
      party.

     

    5.8  Modification;
      Waiver.
      No
      modification or waiver of any provision of this Agreement or consent to
      departure therefrom shall be effective unless in writing and approved by the
      Company and the Purchaser, and then it shall be effective only in the specific
      instance and for the specific purpose for which it was given. Any provision
      of
      this Agreement or any other Loan Document may be amended or waived by the
      written consent of the Company and the Purchaser.

     

    5.9  Cumulative
      Remedies.
      The
      Purchaser’s rights and remedies under this Agreement and the other Loan
      Documents shall be cumulative. The Purchaser shall have all other rights and
      remedies not inconsistent herewith as provided under by law or in equity. No
      exercise by the Purchaser of one right or remedy shall be deemed an election,
      and no waiver of any Event of Default shall be deemed a continuing waiver.
      

     

    5.10  Entire
      Agreement.
      This
      Agreement, the Exhibits hereto, and the Loan Documents constitute the full
      and
      entire understanding and agreement between the parties with regard to the
      subjects hereof and no party shall be liable or bound to any other party in
      any
      manner by any representations, warranties, covenants and agreements except
      as
      specifically set forth herein or in the other Loan Documents. 

     

    5.11  Expenses.
      The
      Company shall pay all reasonable costs and expenses, including attorneys’ fees,
      which it incurs with respect to the negotiation, execution, delivery and
      performance of this Agreement and the other Loan Documents. 

     

    5.12  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      parties have executed this NOTE
      AND WARRANT PURCHASE AGREEMENT as
      of the
      date first written above.

     

    
      	 	 
	 	
              
                COMPANY:

                 

                WAFERGEN,
                  INC. 

                


                By:
                  /s/ Amjad
                  Huda                                                       
                  

                Print
                  Name: 

                Title:
                  CFO 

                Address:
                  46571 Fremont Blvd., Fremont, CA 94538

                


                Telephone:

                Facsimile:
                  ________________________________

                E-mail:

                


                PURCHASER:

                


                ALNOOR
                  SHIVJI 

                


                /s/
                  Alnoor
                  Shivji                                                               

                 


                Address:_________________________________

                Telephone:_______________________________

                Facsimile:________________________________

                E-mail:___________________________________

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    

      EXHIBIT
        A

      


      FORM
        OF PROMISSORY NOTE

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        B

      


      FORM
        OF WARRANT