WAFERGEN,
          INC.

      

      


      SECOND
        AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

      


      THIS
        SECOND AMENDMENT (the “Amendment”),
        is
        made as of March 30, 2007 by and between WaferGen,
        Inc.,
        a
        Delaware corporation (the “Company”),
        and
        Alnoor Shivji (the “Purchaser”),
        to
        the Note and Warrant Purchase Agreement (the “Purchase
        Agreement”)
        dated
        as of January 30, 2007 by and between the Company and the Purchaser. Capitalized
        terms not otherwise defined herein shall have the meanings assigned to such
        terms in the Purchase Agreement.

      


      RECITALS

      


      WHEREAS,
        the Purchase Agreement provides for the issuance and sale of certain notes
        and
        warrants by the Company to the Purchaser; and

       

      WHEREAS,
        the parties now wish to amend the Purchase Agreement to increase the aggregate
        principal amount that may borrowed by the Company under the Agreement from
        $400,000 to $650,000.

       

      NOW,
        THEREFORE, in consideration of the foregoing and the mutual covenants contained
        herein, the parties hereby agree as follows:

       

      1.    AMENDMENT.

       

      Section 1.1
        of the Purchase Agreement is hereby amended and restated in its entirety
        to read
        as follows:

       

      “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
        six
        hundred fifty thousand dollars (US$650,000) (the “Loan
        Amount” or
        the
“Loan”),
        in
        the form attached hereto as Exhibit A (each,
        a
“Note”
        and
        collectively, the “Notes”).”

       

      2.       FULL
        FORCE AND EFFECT. Except
        as
        expressly modified by this Amendment, all terms, conditions and provisions
        of
        the Agreement shall remain in full force and effect. In the event of any
        inconsistency or conflict between the Agreement and this Amendment, the terms,
        conditions and provisions of this Amendment shall govern and
        control.

      


      3.   COUNTERPARTS.
        This
        Amendment 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. A facsimile, telecopy or other reproduction of this Amendment
        may be
        executed by any party hereto and delivered by such party by facsimile or
        other
        electronic transmission, and such execution and delivery shall be considered
        valid, binding and effective for all purposes.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        4.     
           ENTIRE
          AGREEMENT. Each
          Note and this Amendment constitute the entire agreement among each party
          hereto
          with respect to the subject matter hereof and supersedes all prior or
          contemporaneous representations, discussions, proposals, negotiations,
          conditions and agreements, whether oral or written, and all communications
          between the parties relating to the subject matter of each Note and this
          Amendment.

         

        5.      
          GOVERNING LAW.
          This
          Amendment shall be governed by and construed in accordance with the law
          of the
          State of California, without giving effect to the conflicts or choice of
          law
          provisions thereof.

        


        [Signature
          pages follow]

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

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

        
 

      

      
        
          	 	
                  
                    
                      

                        COMPANY:

                         

                        WAFERGEN,
                          INC.

                         

                        By:
                          /s/ Amjad
                          Huda                                                       
                           

                        Print
                          Name: Amjad Huda

                        Title:
                          CFO

                        Address:
                          46571 Fremont Blvd., Fremont, CA 94538

                        


                        Telephone:      

                        Facsimile:
                          ________________________________

                        E-mail:  

                        


                        


                        PURCHASER:

                        


                        
                          Alnoor
                            Shivji

                        

                        
/s/
                          Alnoor
                          Shivji                                                             



                        Address:
                          ________________________________

                        Telephone:_______________________________

                        Facsimile:________________________________

                        E-mail:__________________________________

                      

                    

                  

                


        

      

       

      [Signature
        Page for the Second Amendment to Note and Warrant Purchase
        Agreement]