May
      __,
      2007

    


    WaferGen
      Bio-systems, Inc.

    9454
      Wilshire Boulevard, Suite 301

    Beverly
      Hills, CA. 90212

    


    Attention:
      Matthew Markin, President

    


    Dear
      Sir:

    


    Reference
      is made to those discussions among WaferGen, Inc., a Delaware corporation
      (“WaferGen”), and WaferGen Bio-systems, Inc., a Nevada corporation (the
“Company”), relating to a proposed business combination between WaferGen and the
      Company and a related private placement financing (the “Transactions”).
In
      connection with the Transactions, the Company and WaferGen contemplate entering
      into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which
      WaferGen’s stockholders shall receive common stock, par value $0.001 per share,
      of the Company (the “Common Stock”) in consideration for shares of WaferGen held
      by them at the effective time of the merger. In consideration of the Company
      and
      WaferGen entering into the Transactions, the undersigned hereby agrees as
      follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (1)
      offer, sell, contract to sell,
      grant
      any option to purchase, hypothecate, pledge,
      or
      otherwise dispose of or
      (2)
      transfer title to (a “Prohibited Sale”) any of the shares (the “Acquired
      Shares”) of Common Stock acquired by the undersigned pursuant to or in
      connection with the Merger Agreement, during the period commencing on the
“Closing Date” (as that term will be defined in the Merger Agreement) and ending
      on the 24-month anniversary of the Closing Date (the “Lockup Period”), without
      the prior written consent of the Company. Notwithstanding the foregoing, the
      undersigned shall be permitted from time to time during the Lockup Period,
      without the prior written consent of the Company, as applicable, (i) to engage
      in transactions in connection with the undersigned’s participation in the
      Company’s stock option plans, (ii) to transfer all or any part of the Acquired
      Shares to any family member, for estate planning purposes,
      or to an
      affiliate thereof (as such term is defined in Rule 405 under the Securities
      Exchange Act of 1934, as amended), provided that such transferee agrees
in
      writing with
      the
      Company to be bound hereby, or
      (iii)
      to participate
      in any
      transaction in which holders of the Common Stock of the Company participate
      or
      have the opportunity to participate pro rata, including, without limitation,
      a
      merger, consolidation or binding share exchange involving the Company, a
      disposition of the Common Stock in connection with the exercise of any rights,
      warrants or other securities distributed to the Company’s stockholders, or a
      tender or exchange offer for the Common Stock, and no transaction contemplated
      by the foregoing clauses (i),
      (ii) or
      (iii)
      shall be
      deemed a Prohibited Sale for purposes of this Letter Agreement.

    


    2. Notwithstanding
      the provisions of Section 1 above, during
      the period commencing twelve (12) months after the Closing Date and continuing
      until the expiration of the Lockup Period, the undersigned may sell under Rule
      144 of the Securities Act of 1933, as amended, such number of Acquired Shares
      as
      do not exceed, in the aggregate, 10% of the undersigned’s holdings of Acquired
      Shares as of the Closing Date.

     

    
      
         

      

      
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    3. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the Nevada.

    


    4. This
      Letter Agreement will become a binding agreement among the undersigned and
      the
      Company as of the Closing Date. In the event that no closing occurs under the
      Merger Agreement, this Letter Agreement shall be null and void. This Letter
      Agreement (and the agreements reflected herein) may be terminated by the mutual
      agreement of the Company and the undersigned, and if not sooner terminated,
      will
      terminate upon the expiration date of the Lockup Period. This Letter Agreement
      may be duly executed by facsimile and in any number of counterparts, each of
      which shall be deemed an original, and all of which together shall be deemed
      to
      constitute one and the same instrument. Signature pages from separate identical
      counterparts may be combined with the same effect as if the parties signing
      such
      signature page had signed the same counterpart. This Letter Agreement may be
      modified or waived only by a separate writing signed by each of the parties
      hereto expressly so modifying or waiving such agreement.

    
      	 	 	 
	
            	
            	
              Very
                truly yours,

            
	 	 	 
	 	
              

              Print
                Name:

            


    

    


    Address:
      ______________________________________

    Number
      of
      shares of Common Stock owned: __________

    Certificate
      Numbers: _____________________________


    


    [Company
      signature on the following page]

     

    
      
         

      

      
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    Accepted
      and Agreed to:

    


    WaferGen
      Bio-systems, Inc. 

    
      	 	 	 	 
	
              By:  

              
                

                Matthew
                  Markin, President

              

            	 	 	
            




    
      
         

      

      
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