PLACEMENT
      AGENCY AGREEMENT

    


    April
      12,
      2007

    


    Rodman
      & Renshaw, LLC

    1270
      Avenue of the Americas

    New
      York,
      New York 10017 

    


    Gentlemen:

    


    WaferGen,
      Inc., a Delaware corporation (“WaferGen”),
      hereby confirms its agreement (the “Agreement”)
      with
      Rodman & Renshaw, LLC, a Delaware limited liability company (“Rodman
      or the
“Placement
      Agent”),
      as
      follows (unless the context otherwise requires, as used herein, “WaferGen”
refers to WaferGen, Inc. and each of its subsidiaries, if any): 

    


    1. Offering.

    


    Subject
      to all of the terms and conditions of this Agreement:

    


    (a) This
      Placement Agency Agreement (the “Agreement”) sets forth the terms under which
      Rodman & Renshaw, LLC, a registered broker-dealer and member of the National
      Association of Securities Dealers, Inc. (“NASD”)
      (collectively, together with its selected dealers, the “Placement Agent”) shall
      be engaged by WaferGen during the Offering Period (as hereinafter defined)
      in
      connection with a private placement to offer (the “Offering”)
      for
      sale as the exclusive placement agent
      for
      WaferGen, of Units to be issued by WaferGen Bio-systems, Inc., a Nevada
      corporation (“Bio-systems”)
      upon
      the acquisition of WaferGen by Bio-systems, (the “Units”),
      as
      described in the Memorandum (as defined in Section 1(e) hereof under the heading
      “Description of Capital Stock”) consisting of shares of common stock,
$0.001
      par value per share (the “Common
      Stock”),
      and
      warrants to purchase shares of Common Stock (the “Warrants”)
      for
      minimum gross proceeds of $9,000,000 (the “Minimum
      Amount”)
      and
      maximum gross proceeds of $12,000,000 (subject to increase to $14,400,000 in
      the
      discretion of WaferGen and Bio-systems) (the “Maximum
      Amount”).
      The
      minimum subscriptions amount for Units offered by the Placement Agent will
      be
      $30,000; provided,
      however,
      that
      subscriptions in lesser amounts may be accepted by Bio-systems and WaferGen
      in
      their sole discretion.

     

    Concurrently
      with the closing of the Offering, Bio-systems, a public shell company
      (“Pubco”)
      will
      acquire by merger
      the business of WaferGen by merger with a wholly-owned subsidiary of Pubco
      and,
      with the proceeds of the Offering, continue the existing operations of WaferGen
      as a subsidiary of Pubco (the “Merger”).
      Pubco
      will assume the obligations of WaferGen pursuant to this Agreement upon
      consummation of the Merger. Unless the context requires otherwise, “WaferGen”
refers to Pubco and WaferGen after giving effect to the Merger. 

     

    (b) The
      Placement Agent hereby accepts appointment and agrees to use its reasonable
      best
      efforts to perform its services hereunder and to assist WaferGen in finding
      subscribers for Units who qualify as “accredited investors”, as such term is
      defined in Rule 501 of Regulation D (“Regulation
      D”)
      promulgated under Section 4(2) of the Securities Act of 1933, as amended (the
      “Act”),
      or
      are otherwise exempt offerees that will not cause WaferGen to have to register
      the offering with the Securities and Exchange Commission (the “SEC”)
      or
      other regulatory body or authority. The Units will be offered to potential
      subscribers, which, subject to compliance with the requirements for other
      investors, may include related parties of the Placement Agent or WaferGen,
      commencing on the date of the Memorandum and terminating on May 31, 2007, unless
      extended by WaferGen and the Placement Agent within their mutual discretion
      or
      terminated earlier as provided herein (the “Offering
      Period”).
      The
      date on which the Offering shall terminate shall be referred to as the
“Termination
      Date.”
The
      Closing (as hereinafter defined) may be held up to ten days after the
      Termination Date, or such other date as mutually agreed by WaferGen and the
      Placement Agent. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Placement Agent may sell Units through other broker-dealers who are members
      of
      the NASD and are acceptable to WaferGen and may reallow all or a portion of
      the
      Placement Agent’s Fee (as defined below) and the Placement Agent Warrants (as
      defined below) it receives to such other broker-dealers.

     

    (c) Until
      forty-five (45) days following the date of the Memorandum (the “No-Shop
      Period”),
      unless this Agreement is extended by mutual agreement of WaferGen and the
      Placement Agent, WaferGen agrees that without the prior written approval of
      the
      Placement Agent, it will not, and will not permit any of its stockholders,
      members, officers, employees, directors, agents or representatives (the
“Representatives”)
      to,
      directly or indirectly, solicit, encourage, initiate, enter into, continue
      or
      participate in any negotiations or discussions with, or provide any information
      to, any third party concerning any public or private offering or other financing
      or capital-raising transaction of any kind, including but not limited to a
      “CAP”, a “SPAC”, a “PIPE”, a merger with a public company other than Pubco, or
      an initial public offering of securities, other than issuances of securities
      in
      connection with or contemplated by this Agreement or the Memorandum
      (collectively, the “Financing
      Activities”).
      Notwithstanding anything herein to the contrary, the Company may arrange for
      advances from Representatives for its normal working capital needs during the
      pendency of the Offering, including through short term loans, which may be
      convertible into equity or repaid from the proceeds of the Offering at Closing,
      at the discretion of the Company and the lender, and WaferGen may accept
      subscribers in the Offering that have been identified by Representatives or
      registered broker-dealers (as described in Section 3(a) below) provided (i)
      such
      subscribers comply with the subscription and other procedures for the Offering
      established by Placement Agent for offerees generally, and (ii) the Placement
      Agent receives all compensation due in accordance with Section 5 of this
      Agreement in connection with the sale of the Units to such subscribers.
      Following the termination of the No-Shop Period without there having occurred
      a
      closing under the Offering, subject to the terms and conditions of this
      Agreement, Wafergen shall not be restricted in any Financing Activities.


     

     (d) WaferGen
      shall not knowingly accept subscriptions from, or sell Units to, any persons
      or
      entities that do not qualify as (or are not reasonably believed to be)
“accredited investors,” as such term is defined in Rule 501 of
      Regulation
      D. 

     

    (e) The
      offering of the Units will be made by the Placement Agent on behalf of WaferGen
      solely pursuant to the Memorandum, which at all times will be in form and
      substance reasonably acceptable to the Placement Agent and its counsel and
      contain such legends and other information as the Placement Agent and its
      counsel may, from time to time, deem necessary and desirable to be set forth
      therein. “Memorandum”
as
      used
      in this Agreement means solely WaferGen’s Confidential Private Placement
      Memorandum, inclusive of all exhibits, and any and all amendments or supplements
      thereto (in which case, the term Memorandum shall refer for periods after such
      amendment or supplement has been provided to the Placement Agent, such
      Memorandum as so amended or supplemented (but exluding any brochure or other
      document distrubted with such Memorandum) up to and including the Closing Date
      (as hereinafter defined) that the Placement Agent may use on WaferGen’s behalf
      to sell the Units. Unless otherwise defined herein, each capitalized term used
      in this Agreement will have the same meaning as shall be set forth in the
      Memorandum or in Exhibit A hereto.

     

    
      
        
        

      

      
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    (f) The
      Placement Agent shall comply with all applicable broker-dealer registration
      requirements, applicable federal and state securities laws and all NASD
      regulations with respect to the Offering and conduct the Offering in accordance
      with Regulation D. In connection with the Offering, the Placement Agent will
      offer the Units only in those jurisdictions (states of the United States and
      foreign) in which the Units have been qualified or registered for sale under
      the
      securities laws of such jurisdiction, or an exemption from such qualification
      or
      registration is available, and will deliver to each potential investor contacted
      by it, prior to accepting any subscription from such investor, the Memorandum.
      A
      copy of each subscription document shall be promptly transmitted to WaferGen
      or
      its counsel. All information and statements relating to the Placement Agent
      provided in writing by the Placement Agent for inclusion in the Memorandum
      will
      be true and correct in all material respects as of the date provided and such
      statements and information will not be misleading in any material respect.
      


     

    2. Representations
      and Warranties of WaferGen.
      WaferGen
      hereby represents and warrants to the Placement Agent that except as otherwise
      set forth in the Memorandum, each of the following is true in all respects
      as of
      the date hereof and will be true in all respects as of the Closing Date:


     

    (a)  The
      information contained in the Memorandum complies in all material respects with
      Section 502(b)(1) for an offering to be sold exclusively to accredited investors
      (as such term is defined in Section 501(a) of Regulation D. The Units will
      be
      offered and sold pursuant to the registration exemption provided by Regulation
      D
      and Section 4(2) and/or Section 4(6) of the Act as a transaction not involving
      a
      public offering in those jurisdictions in which the Placement Agent notifies
      WaferGen that the Units are being offered for sale. WaferGen has not taken
      nor
      will it take any action that conflicts with the conditions and requirements
      of,
      or that would make unavailable with respect to the Offering or the exemption(s)
      from registration available pursuant to Regulation D or Section 4(2) and/or
      Section 4(6) of the Act, and knows of no reason why any such exemption would
      be
      otherwise unavailable to it. Neither WaferGen nor its affiliates has been
      subject to any order, judgment or decree of any court or governmental authority
      of competent jurisdiction temporarily, preliminarily or permanently enjoining
      such person for failing to comply with Rule 503 of Regulation D. 

     

    (b)  The
      Memorandum, except for information relating to the Placement Agent furnished
      to
      WaferGen in writing by the Placement Agent expressly for use in the Memorandum,
      does not include 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. None of the statements, documents, certificates or other items
      prepared or supplied by WaferGen with respect to the transactions contemplated
      hereby contains an untrue statement of a material fact or omits a material
      fact
      necessary to make the statements contained therein not misleading. There is
      no
      fact that WaferGen has not disclosed in the Memorandum and of which WaferGen
      is
      aware that materially and adversely affects or could reasonably be expected
      to
      materially and adversely affect the business prospects, financial condition,
      operations, or assets of WaferGen. 

     

    
      
        
        

      

      
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    (c)  WaferGen
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware.
      WaferGen has no subsidiaries and does not have an equity interest in any other
      firm, partnership, association or other entity. WaferGen is duly qualified
      to
      transact business as a foreign corporation and is in good standing under the
      laws of each jurisdiction where the location of its properties or the conduct
      of
      its business makes such qualification necessary, except where the failure to
      be
      so qualified would not have a material adverse effect on the business, condition
      (financial or otherwise), operations, or property of WaferGen (a “Material
      Adverse Effect”).

     

    (d)  WaferGen
      has all requisite power and authority (corporate and other) to conduct its
      business as presently conducted and as proposed to be conducted (as described
      in
      the Memorandum), to enter into and perform its obligations under this Agreement
      and, immediately prior to the Closing, to perform its obligations under the
      agreement of merger that will effect the Reverse Merger (the “Merger
      Agreement”)
      and,
      to perform its obligations under the subscription agreement annexed to the
      Memorandum (the “Subscription
      Agreement”),
      to
      perform its obligations under the Registration Rights Agreement annexed to
      the
      Memorandum (“Registration
      Rights Agreement”)
      and to
      perform its obligations under the Warrants, (collectively with this Agreement,
      the Merger Agreement, the Subscription Agreement, the Registration Rights
      Agreement and the Warrants, the “Transaction
      Documents”)
      and
      under such agreements with Bio-systems as will be entered in order to cause
      Bio-systems to issue, sell and deliver the Units and become bound to the
      Transaction Documents to which Bio-systems will become a party. The execution
      and delivery of each of the Transaction Documents by WaferGen has been duly
      authorized by all necessary corporate action. This Agreement has been duly
      executed and delivered and constitutes, and each of the other Transaction
      Documents, upon due execution and delivery, will constitute, valid and binding
      obligations of WaferGen, enforceable against WaferGen in accordance with their
      respective terms (i) except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect relating to or affecting creditors’ rights generally,
      including the effect of statutory and other laws regarding fraudulent
      conveyances and preferential transfers, and except that no representation is
      made herein regarding the enforceability of WaferGen’s obligations to provide
      indemnification and contribution remedies under the securities laws and (ii)
      subject to the limitations imposed by general equitable principles (regardless
      of whether such enforceability is considered in a proceeding at law or in
      equity). 

     

    (e)  None
      of
      the execution and delivery of, or performance by WaferGen of the Transaction
      Documents or the consummation of the transactions herein or therein contemplated
      conflicts with or violates, or will result in the creation or imposition of
      any
      lien, charge or other encumbrance upon any of the assets of WaferGen under
      any
      agreement or other instrument to which WaferGen is a party or by which WaferGen
      or its assets may be bound, any term of the certificate of incorporation or
      by-laws of WaferGen, or any license, permit, judgment, decree, order, statute,
      rule or regulation applicable to WaferGen or any of its assets, other than
      those
      that would not have a Material Adverse Effect.

     

    
      
        
        

      

      
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    (f)  Immediately
      prior to the Closing, WaferGen shall have authorized and outstanding capital
      stock as set forth under the heading “Description of Capital Stock” in the
      Memorandum. Except as set forth in the Memorandum or contemplated by the
      Transaction Documents, all outstanding shares of capital stock of WaferGen
      are
      duly authorized, validly issued and outstanding, fully paid and nonassessable.
      Except as set forth in the Memorandum, as of the date of the Closing: (i) there
      will be no outstanding options, stock subscription agreements, warrants or
      other
      rights permitting or requiring WaferGen or others to purchase or acquire any
      shares of capital stock, or other equity securities of WaferGen, or to pay
      any
      dividend or make any other distribution in respect thereof; (ii) there will
      be
      no securities issued or outstanding that are convertible into or exchangeable
      for any of the foregoing and there are no contracts, commitments or
      understandings, whether or not in writing, to issue or grant any such option,
      warrant, right or convertible or exchangeable security, provided however, that
      this shall in no way limit the ability of WaferGen to grant stock options or
      warrants to its employees, directors and consultants (including, but not limited
      to, members of the WaferGen’s scientific advisory board) following the Closing,
so
      long
      as any such grants made prior to the 90th
      day
      following the effectiveness of a registration statement filed pursuant to the
      terms of the Registration Rights Agreement reflect an exercise price not lower
      than the price per share of Common Stock paid by investors in the
      Offering;
      (iii)
      no shares of stock or other securities of WaferGen will be reserved for issuance
      for any purpose; (iv) there will be no voting trusts or other contracts,
      commitments, understandings, arrangements or restrictions of any kind with
      respect to the ownership, voting or transfer of shares of stock or other
      securities of WaferGen, including without limitation, any preemptive rights,
      rights of first refusal, proxies or similar rights; and (v) no person will
      hold
      a right to require WaferGen to register any securities of WaferGen under the
      Act
      or to participate in any such registration. As of the date of the Closing,
      the
      issued and outstanding shares of capital stock of WaferGen will conform to
      all
      statements in relation thereto contained in the Memorandum and the Memorandum
      describes all material terms and conditions thereof. To the knowledge of
      WaferGen, all issuances by WaferGen of its securities were at the time of their
      issuance exempt from registration under the Act and any applicable state
      securities laws. 

     

    (g)  No
      consent, authorization or filing of or with any court or governmental authority
      is required in connection with the issuance of the Units or the consummation
      of
      the transactions contemplated herein or in the other Transaction Documents,
      except for required filings with the SEC and applicable “Blue Sky” or state
      securities commissions relating specifically to the Offering (all of which
      will
      be duly made on a timely basis).

     

    (h)  The
      financial statements, together with the related notes thereto, of WaferGen
      included in the Memorandum are true and complete and present fairly, in all
      material respects, the financial position of WaferGen as of the date specified
      and the results of its operations and changes in financial position for the
      period covered thereby. Such financial statements and related notes were
      prepared in accordance with United States generally accepted accounting
      principles (“GAAP”)
      throughout the period indicated except as may be disclosed in the notes thereto,
      and except that the unaudited financial statements omit full notes and normal
      year-end adjustments. Except as set forth in such financial statements or in
      the
      Memorandum, WaferGen has no material liabilities of any kind (whether accrued,
      absolute, contingent or otherwise or entered into any material transactions
      or
      commitments) that are required to be reflected as liabilities in the most recent
      balance sheet set forth in the financial statements included in the Memorandum,
      other than liabilities incurred after the date of such balance sheet in the
      ordinary course of business. The other financial information with respect to
      WaferGen included in the Memorandum is true, correct and accurate in all
      material respects and presents fairly the information shown therein. To
      WaferGen’s knowledge, the statistical information included in the Memorandum is
      true, correct and accurate in all material respects and presents fairly the
      information shown therein. 

     

    
      
        
        

      

      
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    (i)  The
      conduct of business by WaferGen as presently and proposed to be conducted is
      not
      subject to continuing oversight, supervision, regulation or examination by
      any
      governmental official or body of the United States or any other jurisdiction
      wherein WaferGen conducts or proposes to conduct such business, except as
      described in the Memorandum and except such regulation as is applicable to
      commercial enterprises generally. WaferGen has obtained all requisite licenses,
      permits and other governmental authorization necessary to conduct its business
      as presently, and as proposed to be, conducted, except where a failure to obtain
      such license, permit or authorization would not have a Material Adverse Effect
      or such license, permit or other governmental authorization is pending and
      has
      been described in the Memorandum. 

     

    (j)  No
      default by WaferGen or, to the knowledge of WaferGen, any other party exists
      in
      the due performance under any material agreement to which WaferGen is a party
      or
      to which any of its assets is subject (collectively, the “Company
      Agreements”)
      other
      than such defaults which, individually or in the aggregate would not have a
      Material Adverse Effect. The Company Agreements disclosed in the Memorandum
      are
      the only material agreements to which WaferGen is bound or by which its assets
      are subject, are accurately and fairly described in the Memorandum and are
      in
      full force and effect in accordance with their respective terms.

     

    (k)  There
      are
      no actions, proceedings, claims or investigations, before or by any court or
      governmental authority pending or, to the knowledge of WaferGen, threatened,
      against WaferGen, or involving its assets or, to the knowledge of WaferGen,
      involving any of its officers or directors which, if determined adversely to
      WaferGen or such officer or director, would reasonably be expected to have
      a
      Material Adverse Effect or materially and adversely affect the transactions
      contemplated by this Agreement or the other Transaction Documents or the
      enforceability thereof.

     

    (l)  WaferGen
      is not in violation of: (i) its certificate of incorporation or by-laws; (ii)
      any indenture, mortgage, deed of trust, note or other agreement or instrument
      to
      which WaferGen is a party or by which it is or may be bound or to which any
      of
      its assets may be subject; (iii) any statute, rule or regulation currently
      applicable to WaferGen; or (iv) any judgment, decree or order applicable to
      WaferGen; which any such violation or violations individually, or in the
      aggregate, would result in a Material Adverse Effect.

     

    (m)  WaferGen
      does not own any real property in fee simple, and WaferGen has good and
      marketable title to all property (personal, tangible and intangible) owned
      by
      it, free and clear of all security interests, liens and
      encumbrances.

     

    
      
        
        

      

      
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    (n)  WaferGen
      owns all right, title and interest in, or possesses adequate and enforceable
      rights to use, all trademarks, trade names, service marks, copyrights, rights,
      licenses, franchises, trade secrets, confidential information, processes,
      formulations, software, source and object codes and, to the knowledge of
      WaferGen, all patents necessary for the conduct of WaferGen’s business
      (collectively, the “Intangibles”)
      other
      than any Intangibles, individually or in the aggregate, where the absence of
      such would not have a Material Adverse Effect and certain patent licenses for
      products that are believed by WaferGen to be readily available for license
      and
      for which alternatives exist if not available on terms that WaferGen finds
      acceptable. To the knowledge of WaferGen, except as described in the immediately
      preceding sentence, WaferGen has not infringed upon the rights of others with
      respect to the Intangibles and WaferGen has not received notice that it has
      or
      may have infringed or is infringing upon the rights of others with respect
      to
      the Intangibles, or any notice of conflict with the asserted rights of others
      with respect to the Intangibles. 

     

    (o)  WaferGen
      has operated its business diligently and only in the ordinary course as
      theretofore conducted and since the date of the most recent balance sheet
      included in the Memorandum and other than as described therein, there has been
      no: (i) material adverse change in the business condition (financial or
      otherwise) of WaferGen; (ii) transaction by WaferGen otherwise than in the
      ordinary course of business; (iii) issuance of any securities (debt or equity)
      or any rights to acquire any such securities; (iv) damage, loss or destruction,
      whether or not covered by insurance, with respect to any asset or property
      of
      WaferGen; or (v) agreement to permit any of the foregoing; other than those
      that
      are described in the Memorandum or which, individually or in the aggregate,
      would not have a Material Adverse Effect.

     

    (p)  WaferGen
      has filed, on a timely basis, each Federal, state, local and foreign tax return
      which is required to be filed by it, or has requested an extension therefor
      and
      has paid all taxes and all related assessments, penalties and interest to the
      extent that the same have become due, other than any taxes that WaferGen is
      in
      good faith contesting.

     

    (q)  WaferGen
      is not obligated to pay, and has not obligated the Placement Agent to pay,
      a
      finder’s or origination fee in connection with the Offering and agrees to
      indemnify the Placement Agent from any such claim made by any other person.
      Except as set forth in the Memorandum, no other person has any right to
      participate in any offer, sale or distribution of WaferGen’s securities to which
      the Placement Agent’s rights, described herein, shall apply.

     

    3. Placement
      Agent Appointment and Compensation.

     

    (a)  WaferGen
      hereby appoints the Placement Agent as its exclusive agent in connection with
      the Offering during the No-Shop Period. WaferGen acknowledges that the Placement
      Agent may use selected dealers and sub-agents to fulfill their agency hereunder
      provided that such dealers and sub-agents are compensated solely by the
      Placement Agent and are acceptable to Wafergen in its sole reasonable
      discretion. During the Offering Period and prior to the termination of the
      No-Shop Period, WaferGen will not make, or permit to be made, any offers or
      sales of the Units other than through the Placement Agent without the Placement
      Agent’s prior written consent, with the exception of Units offered through
      WaferGen and its officer, directors and employees, advances for working capital,
      and conversion or repayment of such advances, and Units sold to existing
      stockholders of WaferGen. The Placement Agent has no obligation to purchase
      any
      of the Units. The agency of the Placement Agent hereunder shall continue until
      the earlier of the Termination Date or the Closing Date. Placement Agent
      consents to engagement by Wafergen of one or more consultants in connection
      with
      rendering advice to WaferGen concerning the transactions contemplated, provided
      (i) that such arrangement is disclosed in the Memorandum and (ii) such
      consultants will not be compensated by WaferGen with cash success fees related
      to the Offering unless such consultant is a registered
      broker-dealer.

     

    
      
        
        

      

      
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    (b)  WaferGen
      will cause to be delivered to the Placement Agent copies of the Memorandum
      and
      has consented, and hereby consents, to the use of such copies for the purposes
      permitted by the Act and applicable securities laws, and hereby authorizes
      the
      Placement Agent and its agents, employees and selected dealers to use the
      Memorandum in connection with the sale of the Units until the earlier of the
      Termination Date or the Closing Date (unless advised in writing that the
      Memorandum may no longer be used, or has been updated or supplemented), and
      no
      other person or entity is or will be authorized to give any information or
      make
      any representations other than those contained in the Memorandum or to use
      any
      offering materials other than those contained in the Memorandum in connection
      with the sale of the Units. WaferGen will provide at its own expense such
      quantities of the Memorandum and other documents and instruments relating to
      the
      Offering as the Placement Agent may reasonably request.

     

    (c)  WaferGen
      will cooperate with the Placement Agent by making available to its
      representatives such information as may be reasonably requested in making a
      reasonable investigation of WaferGen and its affairs and shall provide access
      during regular business hours to such employees as shall be reasonably
      requested, provided that the Chief Executive Officer or Chief Financial Officer,
      or their designee, must be present at any such meeting if they so desire. Prior
      to the Closing, if requested by the Placement Agent, WaferGen shall provide,
      at
      its own expense, credit or similar reports on such key management persons as
      the
      Placement Agent shall reasonably request and as WaferGen has in its possession
      or can obtain with the consent of such individuals. 

     

    (d)  Out
      of
      the proceeds received at Closing, WaferGen shall pay to the Placement Agent
      a
      cash placement fee equal to seven percent (7%) of the aggregate purchase price
      paid by each investor for Units that are issued at Closing other than as a
      result of: (i) purchases of of up to $1 million of Units by investors who are
      stockholders of the Company as of the date of this Agreement; or (ii) upon
      conversion, or in lieu of repayment, of any debt outstanding as of the date
      of
      this Agreement or hereafter incurred (the “Placement
      Agent’s Fee”).
      The
      Placement Agent’s Fee will be deducted from the gross proceeds of the Units sold
      at the Closing. 

     

    (e)  As
      additional compensation,
      at the
      Closing, WaferGen shall sell to the Placement Agent or its designees who are
      accredited investors, for nominal consideration, warrants to purchase the number
      of shares of Common Stock equal to seven percent (7%) of the aggregate number
      of
      Shares underlying the Units issued at Closing to investors on which the
      Placement Agent’s Fees shall be determined as provided in Paragraph 3 (d) hereof
      (the “Agent’s
      Warrants”).
      The
      Agent’s Warrants shall have the same terms as, including exercise price and
      registration rights, the Warrants issued to investors in the Offering. If no
      Warrants are issued to investors in the Offering, the Agent’s Warrants shall
      have an exercise price equal to 120% of the price at which Shares are issued
      to
      investors in the Offering. Prior to the Closing, WaferGen and the Placement
      Agent shall enter into a Warrant Agreement, in the form issued to investors, and
      if no warrants are issued to investors, in form and substance reasonably agreed
      upon by WaferGen and the Placement Agent.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    4. Subscription
      and Closing Procedures.

     

    (a)  Each
      prospective purchaser will be required to complete and execute two (2) original
      omnibus signature pages to the Subscription Agreement in the form attached
      to
      the Memorandum as Exhibit
      A
      and
      other documents to be delivered therewith as instructed in the Memorandum
      (collectively, the “Subscription
      Documents”),
      which
      will be forwarded or delivered to the Placement Agent at the
      offices
      of Rodman & Renshaw LLC
      at the
      address
      set
      forth in Section 13
      hereof,
      together with the subscriber’s check or good funds in the full amount of the
      Offering Price for the number of Units desired to be purchased.

     

    (b)  All
      funds
      for subscriptions received from the Offering will be promptly forwarded by
      the
      Placement Agent or WaferGen, if received by it, to and deposited into a
      non-interest bearing escrow account (the “Escrow
      Account”)
      established for such purpose with Signature Bank,
      or
      another agent mutually acceptable to the parties
      (the
“Escrow
      Agent”).
      All
      such funds for subscriptions will be held in the Escrow Account pursuant to
      the
      terms of an escrow agreement among WaferGen, the Placement Agent and the Escrow
      Agent, such agreement to be in form and substance satisfactory to WaferGen
      and
      the Placement Agent. WaferGen will pay all fees related to the establishment
      and
      maintenance of the Escrow Account, regardless of whether a closing occurs
      hereunder. Subject to the receipt of such subscriptions for the Minimum Amount
      and WaferGen’s right to accept or reject subscriptions, in whole or in part, in
      its sole discretion, WaferGen, or the Placement Agent on WaferGen’s behalf (any
      such acceptance by the Placement Agent on WaferGen’s behalf to be subject to
      such guidelines as shall be agreed upon by the Placement Agent and WaferGen)
      will either accept or reject the Subscription Documents and at the Closing
      will
      countersign the accepted Subscription Documents and provide duplicate copies
      of
      such agreements to each purchaser and to the Placement Agent. WaferGen will
      give
      written notice to the Placement Agent of its acceptance or rejection of each
      subscription. WaferGen, or the Placement Agent on WaferGen’s behalf, will
      promptly return to subscribers incomplete, improperly completed, improperly
      executed or rejected subscriptions and give written notice thereof to the
      Placement Agent upon such return and directions to the Escrow Agent to return
      any subscription funds received. 

     

    (c)  If
      subscriptions for at least the Minimum Amount have been accepted prior to the
      Termination Date, the funds therefor have been collected by the Escrow Agent
      and
      all of the conditions set forth elsewhere in this Agreement have been fulfilled
      (other than such conditions as are required to be fulfilled at Closing), a
      closing (the “Closing”)
      shall
      occur on such date mutually agreed by WaferGen and the Placement Agent, which
      date may be up to ten days after the Termination Date (such date, the
“Closing
      Date”).
      Delivery of payment for the accepted subscriptions from the funds held in the
      Escrow Account will be made by wire transfer from the Escrow Agent to WaferGen
      at Closing against delivery by WaferGen of the Units, which wire transfer shall
      be net of amounts due to the Placement Agent hereunder. The Units will be in
      such authorized denominations and issued in such names as the Placement Agent
      may request on or before the second full business day prior to the Closing
      Date,
      and will be made available to the Placement Agent for review and packaging
      in
      New York City at least one full business day prior thereto. Subsequent Closings
      on funds in excess of the Minimum Amount may be held on such date or dates
      as
      determined by WaferGen and the Placement Agent.

     

    (d)  If
      Subscription Documents for the Minimum Amount have not been received and
      accepted by WaferGen on or before the Termination Date for any reason, the
      Offering will be terminated (the date of such termination being referred to
      herein as the “Expiration
      Date”)
      (unless the Offering is extended as provided in the Memorandum), no Units will
      be sold, and the Escrow Agent will, at the request of the Placement Agent,
      cause
      all monies received from subscribers for the Units to be promptly returned
      to
      such subscribers without interest, deduction or offset.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5. Further
      Covenants.
      WaferGen hereby covenants and agrees that:

     

    (a)  If,
      at
      any time prior to the Closing, any event shall occur as a result of which,
      in
      the reasonable judgment of counsel to WaferGen or counsel to the Placement
      Agent, (i) the Memorandum would, include any untrue statement of material fact
      or omit to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, or (ii) it would be necessary to amend or supplement the Memorandum
      so that the representations and warranties herein remain true in all material
      respects or to comply with Regulation D or any other applicable securities
      laws
      or regulations, WaferGen will promptly notify the Placement Agent and shall,
      at
      its sole cost, prepare and furnish to the Placement Agent copies of appropriate
      amendments and/or supplements in such quantities as the Placement Agent may
      reasonably request. WaferGen will not at any time, whether before or after
      the
      Closing, prepare or use any amendment or supplement to the Memorandum of which
      the Placement Agent will not previously have been advised and furnished with
      a
      copy, or to which the Placement Agent or its counsel will have reasonably
      objected in writing or orally (confirmed in writing within 24 hours), or which
      is not in compliance in all material respects with the Act, the regulations
      promulgated thereunder and all other applicable securities laws. As soon as
      WaferGen is advised thereof, WaferGen will advise the Placement Agent and its
      counsel, and confirm the advice in writing, of any order preventing or
      suspending the use of the Memorandum, or the suspension of the qualification
      or
      registration of the Units or shares of Common Stock underlying the Units for
      offering or the suspension of any exemption for such qualification or
      registration of the Units or shares of Common Stock underlying the Units for
      offering in any jurisdiction, or of the institution or threatened institution
      of
      any proceedings for any of such purposes, and WaferGen will use its commercially
      reasonable efforts to prevent the issuance of any such order, judgment or
      decree, and, if issued, to endeavor to obtain as soon as reasonably possible
      the
      lifting thereof.

     

    (b)  WaferGen
      shall comply with the Act and the 1934 Act, and the rules and regulations
      thereunder, and all applicable state securities laws and the rules and
      regulations thereunder in the states in which the Units are to be offered and
      in
      which WaferGen’s counsel has advised the Placement Agent that the Units are
      qualified or registered for sale or exempt from such qualification or
      registration, so as to permit the continuance of the sales of the Units, and
      will file with the SEC, and shall promptly thereafter forward to the Placement
      Agent, any and all reports on Form D as are required. 

     

    (c)  WaferGen
      shall use its reasonable best efforts to qualify the Units for sale (or seek
      exemption therefrom) under the state securities or Blue Sky laws of such
      jurisdictions in the United States as may be mutually agreed to by WaferGen
      and
      the Placement Agent, and WaferGen will (through its counsel) make such
      applications and furnish information as may be required for such purposes,
      provided that in no event shall WaferGen be obligated to qualify to do business
      in any jurisdiction where it is not now so qualified or to take any action
      which
      would subject it to general service of process in any jurisdiction where it
      is
      not now subject, and provided further that WaferGen shall not be required to
      produce any new disclosure document other than the Memorandum. WaferGen will,
      from time to time, prepare and file such statements and reports as are or may
      be
      required to continue such qualifications in effect for so long a period as
      the
      Placement Agent may reasonably request.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (d)  WaferGen
      shall place a legend on the certificates representing the Units issued to
      subscribers stating that the securities evidenced thereby have not been
      registered under the Act or applicable state securities laws and setting forth
      or referring to the applicable restrictions on transferability and sale of
      such
      securities under the Act and applicable state laws.

     

    (e)  WaferGen
      shall apply the net proceeds from the sale of the Units to fund its working
      capital requirements and/or for such other purposes as shall be described
under
      “Use of
      Proceeds” in
      the
      Memorandum. The net proceeds of the Offering shall not be used to repay more
      than $650,000 principal amount of of indebtedness, or such greater amount if
      such amount has been advanced following the date hereof for working
      capital.

     

    (f)  During
      the Offering Period, WaferGen shall make available for review by prospective
      purchasers of the Units during normal business hours at WaferGen’s offices, upon
      their request and their execution of WaferGen’s standard form of confidentiality
      agreement applicable to such inquiries, copies of WaferGen’s
      agreements
      to the
      extent that such disclosure shall not violate any obligation on the part of
      WaferGen to maintain the confidentiality thereof and shall afford each
      prospective purchaser of Units the opportunity to ask questions of and receive
      answers from an executive officer of WaferGen concerning the terms and
      conditions of the Offering and the opportunity to obtain such other additional
      information necessary to verify the accuracy of the Memorandum to the extent
      it
      possesses such information or can acquire it without unreasonable
      expense.

     

    (g)  Whether
      or not the transactions contemplated hereby are consummated, or this Agreement
      is terminated, WaferGen hereby agrees to pay all fees, costs and expenses
      incident hereto and to the Offering, including, without limitation, those in
      connection with (i)
      preparing, printing, duplicating, filing, distributing and binding the
      Memorandum and any and all amendments and/or supplements thereto and any and
      all
      agreements, contracts and other documents related hereto and thereto;
      (ii)
      the
      creation, authorization, issuance, transfer and delivery of the Units,
      including, without limitation, fees and expenses of any transfer agent or
      registrar; (iii)
      the
      fees and expenses of the Escrow Agent; (iv)
      all
      fees and expenses of legal, accounting and other advisers to WaferGen; (v)
      the
      registration or qualification of the Units for offer and sale under the
      securities or Blue Sky laws of such jurisdictions pursuant to Section 5(c);
      and
      (vi)
      at
      Closing, or, if there is no Closing, within ten (10) days after written request
      therefore following the Termination Date, all reasonable, documented travel
      and
      other out-of-pocket expenses incurred by the Placement Agent in connection
      with
      this engagement, including the reasonable, documented fees and expenses of
      the
      Placement Agent’s counsel, which expenses shall not exceed $50,000 in the
      aggregate without the prior written approval of WaferGen (the “Placement
      Agent’s Expense Allowance”)
      and
      provided that such limitation shall in no way affect the obligations of WaferGen
      with respect to indemnification and contribution as set forth in Sections 7
      and
      8 herein.

     

    (h)   Until
      the
      earlier of the termination of the No-Shop Period, the Closing Date or the
      Termination Date, neither WaferGen nor any person or entity acting on its behalf
      will negotiate or enter into any agreement with any other Placement Agent or
      underwriter with respect to a private or public offering of WaferGen’s or any of
      its subsidiary’s debt or equity securities. Except as otherwise provided for in
      this Agreement, neither WaferGen nor anyone acting on its behalf will, until
      the
      earlier of the Closing Date or the Termination Date, without the prior written
      consent of the Placement Agent, offer for sale to, or solicit offers to
      subscribe for Units or other securities of WaferGen from, or otherwise approach
      or negotiate in respect thereof with, any other person.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (i)  The
      Placement Agent shall be entitled to a cash placement fee equal to seven (7%)
      percent of the aggregate purchase price of any equity securities of WaferGen
      or
      Pubco, as the case may be (a “Recipient
      Co”)
      purchased in any subsequent offering (“Subsequent
      Offering”)
      by
      investors (the “Referred
      Investors”)
      whom the
      Placement Agent had “introduced” (as defined below) to WaferGen during the
      period commencing on the date of the Placement Agent’s engagement by WaferGen
      and ending on the earlier of the Closing Date or 15 days after receipt by the
      Placement Agent of written notice of termination from WaferGen (the
“Term”)
      if such
      Subsequent Offering is consummated at any time within the 12 month period
      following the Term (the “Tail
      Period”).
      A
      party “introduced” by the Placement Agent shall mean an investor whose
      investment did, or would have, resulted in the Placement Agent earning a fee
      in
      the Offering and who either (i) met with WaferGen and/or had a conversation
      with
      WaferGen either in person or via telephone regarding the Offering prior to
      the
      Termination Date, (ii) was provided with a copy of the Memorandum by the
      Placement Agent prior to the Termination Date based upon expressing an interest
      in the Offering, or (iii) purchased Units in the Offering. A Subsequent Offering
      shall not include
      (i)
      securities issued pursuant to stock option plans, deferred compensation plans,
      restricted stock plans and employee stock purchase plans or upon the conversion
      or exchange of debt or convertible or exchangeable securities outstanding as
      of
      the Closing Date; (ii) the issuance by Recipient Co of any shares of its capital
      stock (either equity or debt) as consideration for mergers, acquisitions, other
      business combinations, or strategic alliances; or (iii) the offer, issuance
      or
      sale of any securities of WaferGen in exchange for any “underwater” options of
      WaferGen.
      As
      additional compensation WaferGen shall issue to the Placement Agent, or cause
      to
      be issued to the Placement Agent, warrants to purchase a number of equity
      securities of Recipient Co equal to seven percent (7%) of the equity securities
      of Recipient Co purchased in such Subsequent Offering by Referred Investors
      “introduced” by the Placement Agent. In the event that convertible equity
      securities of Recipient Co are purchased in the Subsequent Offering, the
      foregoing percentage shall apply on an as-converted to common stock basis
      (exclusive of any conversion of warrants issued in the Subsequent Offering).
      Such warrants shall (a) be exercisable until the date five (5) years after
      the
      date of the closing of such Subsequent Offering, (b) have an exercise price
      equal to the warrant price of any warrants included in any unit offering, or
      120% of the common stock offer price, (or in the case of convertible securities,
      the exercise price) in such Subsequent Offering, (c) have “piggy-back”
registration rights no less favorable than those of other convertible securities
      sold in the Subsequent Offering, and (d) provide for cashless exercise in the
      event not registered during the time required for the Subsequent Offering shares
      to be registered. Any placement fee or warrants payable to the Placement Agent
      pursuant to this Section 5(i) shall be reduced by the amount of any placement
      fee or warrants to which the Placement Agent becomes entitled pursuant to
      Section 5(j). The obligations of WaferGen set forth in this Section 5(i) shall
      survive termination of this Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (j)  If
      at any
      time during the Term, or within the 18-month period following consummation
      of
      any Offering, WaferGen, or any of its subsidiaries (i) decides to finance or
      refinance any indebtedness using a manager or agent; (ii) determines to raise
      funds by means of a public offering or a private placement of equity or debt
      securities using an underwriter; (iii) determines to raise funds by means of
      a
      public offering or a private placement of equity or debt securities using a
      placement agent; or (iv) decides to dispose of or acquire business units or
      acquire any of its outstanding securities or make any exchange or tender offer
      or enter into a merger, consolidation or other business combination or any
      recapitalization, reorganization, restructuring or other similar transaction,
      including, without limitation, an extraordinary dividend or distribution or
      a
      spin-off or split-off, and WaferGen decides to retain a financial advisor for
      such transaction; then, in each such instance, WaferGen shall provide the
      Placement Agent with a right of first negotiation, as described below, to either
      (y) act as lead manager, placement agent or lead agent with respect to any
      financing or refinancing; or (z) act as WaferGen’s exclusive financial advisor
      for any transaction. In furtherance of the foregoing, upon WaferGen’s
      determination to pursue a transaction delineated in (i), (ii), (iii) or (iv)
      above, it shall provide the Placement Agent with written notice thereof, and
      shall immediately enter into good faith negotiations with the Placement Agent
      on
      an exclusive basis for five (5) business days to determine the terms and
      conditions of the Placement Agent’s retention. If following such notice, and
      such good faith negotiations, WaferGen and the Placement Agent are not able
      to
      reach agreement on the terms and conditions of the Placement Agent’s retention,
      WaferGen shall be free to pursue third parties to act as its advisor, placement
      agent or underwriter with respect to the proposed transaction described in
      the
      notice.
      Notwithstanding the foregoing, the Placement Agent shall have no right of first
      negotiation under this Agreement unless it shall have directly introduced
      Investors who purchase Units in the Offering having an aggregate purchase price
      of at least $3,000,000. The aggregate purchase price of Units purchased in
      the
      Offering by Investors directly introduced by the Placement Agent shall be
      determined by subtracting from the gross proceeds of the Offering the sum of
      (i)
      the aggregate purchase price of Units purchased by investors who were not
      introduced to the Offering by registered broker-dealers plus (ii) the aggregate
      purchase price of Units purchased by Investors introduced by the Placement
      Agent’s selected dealers and sub-agents.

     

    (k)  Except
      with the prior written consent of the Placement Agent (which shall not be
      unreasonably withheld) or as set forth herein or in the Memorandum, WaferGen
      shall not, at any time prior to the earlier of the Closing Date or the
      Termination Date, engage in or commit to engage in any transaction outside
      the
      ordinary course of business, including without limitation the incurrence of
      material indebtedness, materially change its business or operations as described
      in the Memorandum, or issue, agree to issue or set aside for issuance any
      securities (debt or equity) or any rights to acquire any such
      securities.

     

    6. Conditions
      of the Placement Agent’s Obligations.
      The
      obligations of the Placement Agent hereunder are subject to the fulfillment,
      at
      or before the Closing, of the following additional conditions, each of which
      may
      be waived in writing by the Placement Agent: 

     

    (a)  Each
      of
      the representations and warranties of WaferGen shall be true and correct in
      all
      material respects when made on the date hereof and on and as of the Closing
      Date
      as though made on and as of the Closing Date.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b)  WaferGen
      shall have performed and complied in all material respects with all agreements,
      covenants and conditions required to be performed and complied with by it under
      the Transaction Documents at or before the Closing.

     

    (c)  No
      order
      suspending the use of the Memorandum or enjoining the offering or sale of the
      Units shall have been issued, and no proceedings for that purpose or a similar
      purpose shall have been initiated and pending, or, to WaferGen’s knowledge, are
      contemplated or threatened.

     

    (d)  At
      the
      Closing WaferGen shall have an outstanding capitalization as described in the
      Memorandum. All shares of capital stock currently outstanding are, and all
      Shares which may be issued at the Closing will be upon issuance, validly issued,
      fully paid, and non-assessable. At the Closing, no securities will be issuable
      upon the exercise of warrants or options, without the written authorization
      of
      the Placement Agent, except (i) those warrants and options as set forth in
      the
      Memorandum and (ii) stock options for shares of WaferGen’s Common Stock granted
      to new employees in a manner consistent with prior practices and approved by
      WaferGen’s Board of Directors.

     

    (e)  The
      Placement Agent shall have received certificates of the President of WaferGen,
      dated as of the Closing Date, certifying on behalf of WaferGen, in such detail
      as the Placement Agent may reasonably request, as to the fulfillment of the
      conditions set forth in subparagraphs (a), (b), (c) and (d) above.

     

    (f)  WaferGen
      shall have delivered to the Placement Agent (i)
      a
      currently dated good standing certificate for WaferGen from the Secretary of
      State of Delaware and each jurisdiction in which WaferGen is qualified to do
      business as a foreign corporation, (i)
      a
      currently dated good standing certificate for Bio-systems from the Secretary
      of
      State of Nevada and each jurisdiction in which Bio-systems is qualified to
      do
      business as a foreign corporation and (ii)
      certified resolutions of WaferGen’s Board of Directors approving this Agreement
      and the other Transaction Documents, and the transactions and agreements
      contemplated by this Agreement and the other Transaction Documents.

     

    (g)  On
      or
      prior to the date hereof and at the Closing, the Chief Executive Offcier of
      WaferGen shall have provided a certificate to the Placement Agent confirming
      on
      behalf of WaferGen that there have been no undisclosed material and adverse
      changes in the business condition (financial or otherwise) of WaferGen from
      the
      date of the latest financial statements included in the Memorandum, the absence
      of undisclosed liabilities (other than liabilities arising in the ordinary
      course of business subsequent to the date of the most recent balance sheet
      included in the Memorandum) and such other matters relating to the financial
      condition of WaferGen that the Placement Agent may reasonably
      request.

     

    (h)  At
      the
      Closing, WaferGen shall have paid all fees, costs and expenses as set forth
      in
      Section 5(i) hereof.

     

    (i)  There
      shall have been delivered to the Placement Agent a signed opinion of counsel
      (including a “10b-5
      letter”
      in customary form) to WaferGen (“Company
      Counsel”),
      dated
      as of the Closing Date, in the form reasonably satisfactory to counsel for
      the
      Placement Agent.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (j)  Prior
      to
      the Closing, WaferGen shall have engaged a transfer agent reasonably
      satisfactory to the Placement Agent for purposes of handling the transfers
      of
      its capital stock and other securities. 

     

    (k)  All
      proceedings taken at or prior to the Closing in connection with the
      authorization, issuance and sale of the Shares will be reasonably satisfactory
      in form and substance to the Placement Agent and its counsel, and such counsel
      shall have been furnished with all such documents, certificates and opinions
      as
      they may reasonably request upon reasonable prior notice in connection with
      the
      transactions contemplated hereby.

     

    6A. Mutual
      Condition.
      The
      obligations of the Placement Agent and WaferGen hereunder are subject to the
      execution by the investors of subscription agreements in form and substance
      acceptable to the Placement Agent and WaferGen. 

     

    7. Indemnification.
      

     

    (a)  WaferGen
      will (i)
      indemnify and hold harmless the Placement Agent, its selected dealers and its
      officers, directors, employees and each person, if any, who controls the
      Placement Agent within the meaning of the Act and such selected dealers (each
      an
“Indemnitee”)
      against, and pay or reimburse each Indemnitee for, any and all losses, claims,
      damages, liabilities or expenses whatsoever (or actions or proceedings or
      investigations in respect thereof), joint or several (which will, for all
      purposes of this Agreement, include, but not be limited to, all reasonable
      costs
      of defense and investigation and all reasonable attorneys’ fees, including
      appeals), to which any Indemnitee may become subject, under the Act or
      otherwise, in connection with the offer and sale of the Units, whether such
      losses, claims, damages, liabilities or expenses shall result from any claim
      of
      any Indemnitee or any third party; and (ii)
      reimburse each Indemnitee for any legal or other expenses reasonably incurred
      in
      connection with investigating or defending against any such loss, claim, action,
      proceeding or investigation; provided,
      however,
      that
      WaferGen will not be liable in any such case to the extent that any such claim,
      damage or liability results from (A) an untrue statement or alleged untrue
      statement of a material fact made in the Memorandum, or an omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in reliance upon and
      in
      conformity with written information furnished to WaferGen by any Indemnitee
      or
      any such controlling persons specifically for use in the preparation thereof,
      (B) any violations by the Indemnitee of applicable law, including but not
      limited to the Act or state securities laws which does not result from a
      violation thereof or a breach hereof by WaferGen or any of its affiliates,
      or
      (C) fraud, willful misconduct or gross negligence of the Indemnitee. In addition
      to the foregoing agreement to indemnify and reimburse, WaferGen will indemnify
      and hold harmless each Indemnitee against any and all losses, claims, damages,
      liabilities or expenses whatsoever (or actions or proceedings or investigations
      in respect thereof), joint or several (which shall for all purposes of this
      Agreement, include, but not be limited to, all costs of defense and
      investigation and all reasonable attorneys’ fees, including appeals) to which
      any Indemnitee may become subject insofar as such costs, expenses, losses,
      claims, damages or liabilities arise out of or are based upon the claim of
      any
      person or entity that he or it is entitled to broker’s or finder’s fees from any
      Indemnitee in connection with the Offering. 

     

    (b)  The
      Placement Agent will indemnify and hold harmless WaferGen, its officers,
      directors, employees and each person, if any, who controls WaferGen and such
      persons within the meaning of the Act against, and pay or reimburse any such
      person for, any and all losses, claims, damages or liabilities or expenses
      whatsoever (or actions, proceedings or investigations in respect thereof),
      joint
      or several, to which WaferGen or any such person may become subject under the
      Act or otherwise, in connection with the offer and sale of the Units, whether
      such losses, claims, damages, liabilities or expenses (or actions, proceedings
      or investigations in respect thereof) shall result from any claim of WaferGen,
      any of its officers, directors, employees, agents, any person who controls
      WaferGen and such persons within the meaning of the Act or any third party,
      insofar as such losses, claims, damages or liabilities are based upon any untrue
      statement or alleged untrue statement of any material fact contained in the
      Memorandum, but only with reference to information contained in the Memorandum
      relating to the Placement Agent, or an omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, if made or omitted in reliance upon and
      in
      conformity with information furnished to WaferGen by the Placement Agent or
      any
      such controlling persons, specifically for use in the preparation thereof.
      The
      Placement Agent will reimburse WaferGen or any such person for any legal or
      other expenses reasonably incurred in connection with investigating or defending
      against any such loss, claim, damage, liability or action, proceeding or
      investigation to which such indemnity obligation applies, including appeals.
      Notwithstanding the foregoing, (i) in no case shall the Placement Agent have
      any
      liability to any person under this Section 7(b) for the gross negligence, fraud
      or willful misconduct of WaferGen or any person entitled to indemnification
      hereunder and (ii) in no event shall the Placement Agent’s indemnification
      obligation hereunder exceed the fees payable to it hereunder.

     

    
      
        
        

      

      
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    (c)   Promptly
      after receipt by an indemnified party under this Section 7 of notice of the
      commencement of any action, claim, proceeding or investigation (“Action”),
      such
      indemnified party, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 7, will notify the indemnifying party
      of
      the commencement thereof, but the omission to so notify the indemnifying party
      will not relieve it from any liability which it may have to any indemnified
      party under this Section 7 unless the indemnifying party has been substantially
      prejudiced by such omission. The indemnifying party will be entitled to
      participate in, and, to the extent that it may wish, jointly with any other
      indemnifying party, to assume the defense thereof subject to the provisions
      herein stated, with counsel reasonably satisfactory to such indemnified party.
      The indemnified party will have the right to employ separate counsel in any
      such
      Action and to participate in the defense thereof, but the fees and expenses
      of
      such counsel will not be at the expense of the indemnifying party if the
      indemnifying party has assumed the defense of the Action with counsel reasonably
      satisfactory to the indemnified party; provided, however,
      that if
      the indemnified party shall be requested by the indemnifying party to
      participate in the defense thereof or shall have concluded in good faith and
      specifically notified the indemnifying party either that there may be specific
      defenses available to it which are different from or additional to those
      available to the indemnifying party or that such Action involves or could have
      a
      material adverse effect upon it with respect to matters beyond the scope of
      the
      indemnity agreements contained in this Agreement, then the counsel representing
      it, to the extent made necessary by such defenses, shall have the right to
      direct such defenses of such Action on its behalf and in such case the
      reasonable fees and expenses of such counsel in connection with any such
      participation or defenses shall be paid by the indemnifying party. No settlement
      of any Action against an indemnified party will be made without the consent
      of
      the indemnifying party and the indemnified party, which consent shall not be
      unreasonably withheld or delayed in light of all factors of importance to such
      party and no indemnifying party shall be liable to indemnify any person for
      any
      settlement of any such claim effected without such indemnifying party’s
      consent.

     

    
      
        
        

      

      
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    8. Contribution.
      To
      provide for just and equitable contribution, if (i)
      an
      indemnified party makes a claim for indemnification pursuant to Section 7 hereof
      and it is finally determined, by a judgment, order or decree not subject to
      further appeal that such claims for indemnification may not be enforced, even
      though this Agreement expressly provides for indemnification in such case;
      or
      (ii)
      any
      indemnified or indemnifying party seeks contribution under the Act, the 1934
      Act, or otherwise, then each indemnifying party shall contribute to such amount
      paid or payable by such indemnified party in such proportion as is appropriate
      to reflect not only such relative benefits but also the relative fault of
      WaferGen on the one hand and the Placement Agent on the other in connection
      with
      the statements or omissions which resulted in such losses, claims, damages,
      liabilities or expenses (or actions in respect thereof), as well as any other
      relevant equitable considerations. The relative benefits received by WaferGen
      on
      the one hand and the Placement Agent on the other shall be deemed to be in
      the
      same proportion as the total net proceeds from the Offering (before deducting
      expenses) received by WaferGen bear to the total commissions and fees received
      by the Placement Agent. Notwithstanding the foregoing, in no event shall the
      Placement Agent’s aggregate indemnification and contribution obligation
      hereunder exceed the
      fees
      payable to it hereunder.
      The
      relative fault, in the case of an untrue statement, alleged untrue statement,
      omission or alleged omission will be determined by, among other things, whether
      such statement, alleged statement, omission or alleged omission relates to
      information supplied by WaferGen or by the Placement Agent, and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement, alleged statement, omission or alleged omission.
      WaferGen and the Placement Agent agree that it would be unjust and inequitable
      if the respective obligations of WaferGen and the Placement Agent for
      contribution were determined by pro rata
      allocation of the aggregate losses, liabilities, claims, damages and expenses
      or
      by any other method or allocation that does not reflect the equitable
      considerations referred to in this Section 8. No person guilty of a fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) will be
      entitled to contribution from any person who is not guilty of such fraudulent
      misrepresentation. For purposes of this Section 8, each person, if any, who
      controls the Placement Agent within the meaning of the Act will have the same
      rights to contribution as the Placement Agent, and each person, if any, who
      controls WaferGen within the meaning of the Act will have the same rights to
      contribution as WaferGen, subject in each case to the provisions of this Section
      8. Anything in this Section 8 to the contrary notwithstanding, no party will
      be
      liable for contribution with respect to the settlement of any claim or action
      effected without its written consent. This Section 8 is intended to supersede,
      to the extent permitted by law, any right to contribution under the Act, the
      1934 Act or otherwise available.

     

    9. Term
      and Termination.
      

     

    (a)  The
      Offering may be terminated fifteen (15) days after receipt by either party
      hereto of written notice of termination; provided that no such notice may be
      given by WaferGen during the No-Shop Period. 

     

    (b)  Upon
      any
      termination pursuant to subsection (a) above, this Agreement shall terminate.
      Notwithstanding anything to the contrary contained herein, Sections 5(g), 5(i),
      5(j) and 7 through 17 shall survive the termination of this Agreement.


     

    
      
        
        

      

      
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    (c)  Upon
      any
      termination pursuant to subsection (a) hereof, the Escrow Agent shall, at the
      request of the Placement Agent or WaferGen, cause all money received in respect
      of subscriptions for Units not accepted by WaferGen to be promptly returned
      to
      such subscribers without interest, penalty, expense or deduction. Any interest
      earned thereon may be applied to the payment of the Escrow Agent’s fees and
      expenses or credited to WaferGen.

     

    10.
      Limitation
      of Engagement to WaferGen.
      WaferGen
      acknowledges that the Placement Agent has been retained only by WaferGen, that
      the Placement Agent is providing services hereunder as an independent contractor
      (and not in any fiduciary or agency capacity) and that WaferGen’s engagement of
      the Placement Agent is not deemed to be on behalf of, and is not intended to
      confer rights upon, any shareholder, owner or partner of WaferGen or any other
      person not a party hereto as against the Placement Agent or any of its
      affiliates, or any of its or their officers, directors, controlling persons
      (within the meaning of Section 15 of the Act or Section 20 of the 1934
      Act),
      employees or agents, other than the indemnification and contribution provisions
      set forth in Sections 7 and 8 hereof. Unless otherwise expressly agreed in
      writing by the Placement Agent or as provided in Sections 7 or 8 hereof, no
      one
      other than WaferGen is authorized to rely upon this Agreement or any other
      statements or conduct of the Placement Agent, and no one other than WaferGen
      is
      intended to be a beneficiary of this Agreement. WaferGen acknowledges that
      any
      recommendation or advice, written or oral, given by the Placement Agent to
      WaferGen in connection with this engagement is intended solely for the benefit
      and use of WaferGen’s management and directors in considering a possible
      Offering, and any such recommendation or advice is not on behalf of, and shall
      not confer any rights or remedies upon, any other person or be used or relied
      upon for any other purpose. WaferGen, in its sole discretion, shall have the
      right to reject any investor introduced to it by the Placement Agent.


     

    11.
      Limitation
      of Liability to WaferGen.
      Except
      as provided in Section 7 (Indemnification) and Section 8 (Contribution), neither
      the Placement Agent nor any of its affiliates or any of its or their officers,
      directors, controlling persons (within the meaning of Section 15 of the Act
      or
      Section 20 of the 1934
      Act),
      employees or agents shall have any liability to WaferGen, its security holders
      or creditors, or any person asserting claims on behalf of or in the right of
      WaferGen (whether direct or indirect, in contract, tort, for an act of
      negligence or otherwise) for any losses, fees, damages, liabilities, costs,
      expenses or equitable relief arising out of or relating to this Agreement or
      the
      services
      rendered
      hereunder, except for losses, fees, damages, liabilities, costs or expenses
      that
      arise out of or are based on any action of or failure to act by the Placement
      Agent and that are finally determined (by a court of competent jurisdiction
      and
      after exhausting all appeals) to have resulted from the illegal conduct, fraud,
      gross negligence or willful misconduct of the Placement Agent. Notwithstanding
      the foregoing, in no event shall the Placement Agent’s obligation hereunder
      exceed the fees payable to it hereunder. With respect to alleged breaches of
      the
      Confidentiality provisions herein by the Placement Agent, WaferGen shall have
      the right to pursue equitable relief in addition to any other remedy in equity
      or law. 

     

    12. Survival.
      The
      obligations of the parties to pay any costs, fees and expenses hereunder and
      to
      provide indemnification and contribution as provided herein shall survive any
      termination hereunder. The
      respective indemnities, agreements, representations, warranties and other
      statements of WaferGen set forth in or made pursuant to this Agreement will
      remain in full force and effect, regardless of any investigation made by or
      on
      behalf of, and regardless of any access to information by, WaferGen or the
      Placement Agent, or any of their officers or directors or any controlling person
      thereof, and will survive the sale of the Units.

     

    
      
        
        

      

      
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    13. Notices.
      All
      notices hereunder will be in writing and sent by certified mail, hand delivery,
      overnight delivery or telefax, if sent to the Placement Agent, to Rodman &
Renshaw, LLC, 1270 Avenue of the Americas, 16th Floor, New York, NY 10020,
      Telefax number (212) 356-0536, Attention: Thomas Pinou with a copy (which shall
      not, of itself, constitute sufficient notice) to: Morse, Zelnick, Rose &
Lander, LLP, 405 Park Avenue, New York, NY 10022, Attention: Kenneth S. Rose,
      Esq., Telefax number (212) 838-9190, and if sent to WaferGen, to WaferGen,
      Inc.,
      Bayside Technology Center, 46571 Fremont Blvd., Fremont, CA 94538, Telefax
      number (510) 651-4599, Attention: Amjad Huda with a copy (which shall not,
      of
      itself, constitute sufficient notice) to: Haynes & Boone, LLP, 153
      East
      53rd Street, Suite 4900,
      New
      York, New York 10022, Attention: Harvey J. Kesner, Esq., Telefax number
212-884-8233.
      Notices
      sent by certified mail shall be deemed received five days thereafter, notices
      sent by hand delivery or overnight delivery shall be deemed received on the
      date
      of the relevant written record of receipt, and notices delivered by telefax
      shall be deemed received as of the date and time printed thereon by the telefax
      machine.

    


    14. ARBITRATION,
      CHOICE OF LAW; COSTS.
      THE PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES (OTHER THAN REQUESTS FOR
      EQUITABLE RELIEF AS PROVIDED IN SECTION 15 HEREOF) TO ARBITRATION IN ACCORDANCE
      WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS
      FINAL
      AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK
      REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION
      DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D)
      THE ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
      REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY
      ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF NATIONAL ASSOCIATION OF
      SECURITIES DEALERS, INC. (THE “NASD”)
      ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
      AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY
      ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY
      ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO THE NASD. JUDGMENT ON
      ANY
      AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE STATE
      OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS
      AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION
      OF
      THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. EACH PARTY SHALL
      BEAR
      ITS OWN COSTS, DISBURSEMENTS AND ATTORNEY’S FEES IN CONNECTION WITH ANY SUCH
      PROCEEDINGS.

     

    15. Confidentiality.
      

     

    (a) WaferGen
      hereby agrees to hold confidential the identities of the purchasers in the
      Offering and shall not disclose their names and addresses without the prior
      written consent of the Placement Agent, except as required by law, pursuant
      to
      an order of a court of competent jurisdiction or the request of a regulatory
      authority having jurisdiction over the Placement Agent (a “Regulatory
      Request”),
      or as
      contemplated by the terms of this Agreement, provided that WaferGen shall,
      if
      permitted by law, give notice to the Placement Agent of the request or order
      (other than a Regulatory Request) to furnish the nonpublic information.
      Notwithstanding the foregoing, WaferGen shall not be deemed to be in violation
      of this Section 15 by virtue of revealing the identities of such purchasers
      to
      WaferGen’s transfer agent and professional advisors or in connection with any
      registration statement. 

     

    
      
        
        

      

      
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    (b) In
      the
      event of the consummation or public announcement of any Offering, the Placement
      Agent shall have the right to disclose its participation in such Offering,
      including, without limitation, the placement at its cost of “tombstone”
advertisements in financial and other newspapers and journals. 

     

    (c) The
      Placement Agent acknowledges that the securities laws prohibit WaferGen and
      the
      Placement Agent from disclosing material, non-public information to selected
      persons unless WaferGen discloses such information publicly or discloses such
      information on a confidential basis. The Placement Agent hereby agrees with
      WaferGen (i) to maintain in confidence any material, non-public information
      disclosed to the Placement Agent with respect to WaferGen, (ii) to use such
      information only in connection with the provisions of services to WaferGen
      hereunder, and (iii) to comply with applicable securities laws with respect
      to
      such information. The Placement Agent agrees to keep confidential during the
      Term, and for five (5) years after the expiration or any termination, of this
      Agreement, all material nonpublic information provided to it by WaferGen or
      its
      advisors, except as required by law, pursuant to a Regulatory Request, or as
      contemplated by the terms of this Agreement, provided the Placement Agent shall,
      if permitted by law, give notice to WaferGen of the request or order (other
      than
      a Regulatory Request) to furnish the nonpublic information. Notwithstanding
      any
      provision herein to the contrary, the Placement Agent may disclose nonpublic
      information to its affiliates, agents and advisors whenever it determines that
      such disclosure is necessary to provide the services contemplated hereunder,
      provided that it advises such persons of the obligation to maintain the
      confidentiality of such information and remains liable under this Agreement
      for
      any breach of confidentiality by such affiliates, agents and advisors.
      Notwithstanding any provision herein to the contrary, this Section 15 shall
      not
      bar disclosure of, and the Placement Agent and WaferGen and their respective
      representatives or agents may disclose, without limitation of any kind, any
      information with respect to the “tax treatment” and “tax structure” (in each
      case, within the meaning of Treasury Regulation Section 1.6011-4) of the
      Offering and related transactions and all materials of any kind (including
      opinions or other tax analyses) that are provided to the Placement Agent or
      WaferGen or such representatives or agents relating to such tax treatment and
      tax structure, provided
      that
      with respect to any document or similar item, this sentence shall only apply
      to
      such portions of the document or similar item that relate to the tax treatment
      or tax structure of the transactions.

     

    (d) Each
      party hereby consents to the granting of an injunction against it by any court
      of competent jurisdiction to enjoin it from violating the foregoing
      confidentiality provisions. Each party hereby agrees that the other party will
      not have an adequate remedy at law in the event that the breaching party
      breaches these confidentiality provisions contained herein, and that the
      non-breaching party will suffer irreparable damage and injury as a result of
      any
      such breach. Resort to such equitable relief shall not, however, be construed
      to
      be a waiver of any other rights or remedies which the non-breaching party may
      have.

     

    
      
        
        

      

      
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    16. Miscellaneous.
      No
      provision of this Agreement may be changed or terminated except by a writing
      signed by the party or parties to be charged therewith. Unless expressly so
      provided, no party to this Agreement will be liable for the performance of
      any
      other party’s obligations hereunder. Any party hereto may waive compliance by
      the other with any of the terms, provisions and conditions set forth herein;
      provided,
      however,
      that
      any such waiver shall be in writing specifically setting forth those provisions
      waived thereby. No such waiver shall be deemed to constitute or imply waiver
      of
      any other term, provision or condition of this Agreement. If any provision
      of
      this Agreement is determined to be invalid or unenforceable in any respect,
      such
      determination will not affect such provision in any other respect, and the
      remainder of the Agreement shall remain in full force and effect. This
      Agreement may be executed in counterparts (including facsimile counterparts),
      each of which shall be deemed an original and all of which shall constitute
      a
      single agreement.

     

    17. Entire
      Agreement.
      This
      Agreement together with any other agreement referred to herein is intended
      to
      supersede all prior agreements between the parties with respect to the Units
      purchased hereunder and the subject matter hereof, including, without
      limitation, the engagement letter between WaferGen and the Placement Agent
      dated
      February 7, 2007.


     

    [Balance
      of page intentionally blank, signature page follows]

     

    
      
        
        

      

      
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    If
      the
      foregoing is in accordance with your understanding of our agreement, kindly
      sign
      and return this Agreement, whereupon it will become a binding agreement between
      WaferGen and the Placement Agent in accordance with its terms.

    
      	 	 	 
	 	
              Very
                truly yours,

              


              WAFERGEN,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Alnoor Shivji 
	 	
              
Name:
              Alnoor Shivji 
	 	Title: President and CEO 


    

    

      	 	 	 
	 	
              Accepted
                and agreed: 

              


              RODMAN
                & RENSHAW, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Thomas Pinou
	 	
              
Name:
              Thomas Pinou
	 	Title: Chief Financial
              Officer


    

     

     

    
      
        
        

      

      
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