WAFERGEN,
          INC.

      

      


      THIRD
        AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT

      


      THIS
        THIRD AMENDMENT (the “Amendment”),
        is
        made as of May 14, 2007 by and between WaferGen,
        Inc.,
        a
        Delaware corporation (the “Company”),
        and
        Alnoor Shivji (the “Purchaser”),
        to
        the Note and Warrant Purchase Agreement (the “Purchase
        Agreement”)
        dated
        as of January 30, 2007 by and between the Company and the Purchaser. Capitalized
        terms not otherwise defined herein shall have the meanings assigned to such
        terms in the Purchase Agreement.

      


      RECITALS

      


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

       

      WHEREAS,
        the parties now wish to further amend the Purchase Agreement to increase
        the
        aggregate principal amount that may borrowed by the Company under the Agreement
        from $650,000 to $750,000.

       

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

       

      1.  AMENDMENT.

       

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

       

      “1.1 The
        Loan. Subject
        to the terms of this Agreement, the Purchaser agrees to purchase from the
        Company and the Company agrees to sell and issue to the Purchaser the promissory
        notes, the aggregate principal amount of which should not be in excess of
        seven
        hundred fifty thousand dollars (US$750,000) (the “Loan
        Amount” or
        the
“Loan”),
        in
        the form attached hereto as Exhibit A (each,
        a
“Note”
        and
        collectively, the “Notes”).”

       

      B.
        The
        following sentence will be added after the last sentence of Section 1.2 of
        the
        Purchase Agreement:

       

      Notwithstanding
        any other provision in this Agreement to the contrary, the Company will not
        issue to the Purchaser and the Purchaser is not entitled to any Warrant for
        any
        Note issued on or after May 14, 2007.

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        3.      COUNTERPARTS.
          This
          Amendment may be executed in two or more counterparts, each of which shall
          be
          deemed an original, but all of which together shall constitute one and
          the same
          instrument. A facsimile, telecopy or other reproduction of this Amendment
          may be
          executed by any party hereto and delivered by such party by facsimile or
          other
          electronic transmission, and such execution and delivery shall be considered
          valid, binding and effective for all purposes.

         

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

         

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

        


        [Signature
          page follows]

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
        Witness Whereof, the
        parties have executed this Third
        Amendment
        to Note and Warrant Purchase Agreement as
        of the
        date first written above.

       

    

    
      
        	 	 
	 	
                
                  
                    
                      COMPANY:

                       

                      WAFERGEN,
                        INC.

                       

                      By:
                        /s/ Amjad
                        Huda                                                        

                      Print
                        Name: 

                      Title:
                        CFO

                      Address:
                        46571 Fremont Blvd., Fremont, CA 94538

                      


                      Telephone:      

                      Facsimile:
                        ________________________________

                      E-mail:  

                      


                      


                      PURCHASER:

                      


                      ALNOOR
                        SHIVJI 

                       

                      /s/
                        Alnoor
                        Shivji                                                           
                        

                       

                      


                      Address:
                        ________________________________

                      Telephone:_______________________________

                      Facsimile:________________________________

                      E-mail:__________________________________

                      


                    

                  

                

              


      

      
         

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