THE
        SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
        PURPOSES ONLY AND NOT WITH A VIEW TO OR IN CONNECTION WITH THE SALE OR
        DISTRIBUTION THEREOF. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
        SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED
        IN THE
        ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN
        SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED
        IN BY COUNSEL FOR THE COMPANY, STATING THAT SUCH SALE, TRANSFER, OR ASSIGNMENT
        IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
        ACT.

       

      WARRANT
        TO PURCHASE

       

      SERIES
        B PREFERRED STOCK OF 

       

      WAFERGEN,
        INC.

       

      1.  Stock
        Purchase Right.
        This
        Warrant is made as of February 28, 2007, by and among WaferGen, Inc., a Delaware
        corporation (the “Company”),
        and
        Alnoor Shivji (the “Holder”).
        This
        Warrant certifies that Holder is entitled, upon the terms and subject to
        the
        conditions hereinafter set forth, to subscribe for and purchase, from the
        Company, shares of Series B Preferred Stock of the Company as described
        below.

       

      2.  Warrant
        Shares; Exercise Price.

       

      This
        Warrant shall be exercisable for 45,395 shares of Series B Preferred Stock
        of
        the Company at an exercise price equal to $0.76 per share (as adjusted from
        time
        to time as provided in Section 9(c) hereof, the “Exercise
        Price”),
        subject to the terms and conditions set forth herein. 

       

      3.  Exercise
        of Warrant.

       

      (a)  The
        purchase rights represented by this Warrant are exercisable by the Holder,
        in
        whole or in part, at any time before Termination (as defined below), by the
        surrender of this Warrant and the Notice of Exercise annexed hereto duly
        executed at the principal office of the Company and upon payment of the Exercise
        Price of the shares thereby purchased (by cash or by check or bank draft
        payable
        to the order of the Company in an amount equal to the Exercise Price of the
        shares thereby purchased), whereupon the Holder shall be entitled to receive
        a
        certificate for the number of shares so purchased. The Company agrees that
        if at
        the time of the surrender of this Warrant and purchase of the shares, the
        Holder
        shall be entitled to exercise this Warrant, the shares so purchased shall
        be,
        and shall be deemed to be issued to, such holder as the record owner of such
        shares as of the close of business on the date on which this Warrant shall
        have
        been exercised as aforesaid.

       

      Certificates
        for shares purchased hereunder shall be delivered to the Holder within a
        reasonable time after the date on which this Warrant shall have been exercised
        as aforesaid.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Company covenants that all shares which may be issued upon the exercise of
        rights represented by this Warrant will, upon exercise of the rights represented
        by this Warrant, be fully paid and nonassessable and free from all taxes,
        liens
        and charges in respect of the issue thereof (other than taxes in respect
        of any
        transfer occurring contemporaneously with such issue).

       

      (b)  Net
        Exercise.

       

      (i)  In
        lieu
        of exercising this Warrant by payment of cash or check , the Holder may elect
        to
        receive shares equal to the value of this Warrant (or the portion thereof
        being
        exercised) by surrender of this Warrant at the principal office of the Company
        together with the Notice of Exercise annexed hereto, in which event the Company
        shall issue to Holder a number of shares computed using the following
        formula:

       

      
        	 	
                 X

              	
                 =

              	
                 Y
                  (A-B)

              	 
	 	 	 	
                 A

              	 


      

         

      Where
        X =
        The number of shares to be issued to Holder.

       

      
        	 	
                Y
                  =

              	
                the
                  number of shares for which the Warrant is then being
                  exercised.

              


      

       

      
        	 	
                A
                  =

              	
                the
                  fair market value of one share.

              


      

       

      
        	 	
                B
                  =

              	
                the
                  Exercise Price.

              


      

       

      (ii)  For
        purposes of this Section 3(b), the fair market value of the shares shall
        mean
        the price determined by the Company’s Board of Directors (with the Holder or the
        Holder’s representative to the Board of Directors, if applicable, abstaining),
        acting in good faith upon a review of all relevant factors or, in the event
        of
        an exercise concurrently with (i) a public offering of the Company’s stock, such
        fair market value of the shares shall be based upon the price to the public
        for
        the Company’s stock, or (ii) an acquisition, such fair market value of the
        shares shall be based upon the per share price to be received by the holders
        of
        shares in the acquisition.

       

      4.  No
        Fractional Shares.
        No
        fractional shares shall be issued upon the exercise of this Warrant. With
        respect to any fraction of a share called for upon the exercise of this Warrant,
        an amount equal to such fraction multiplied by the then current price at
        which
        each Share may be purchased hereunder shall be paid in cash to the
        Holder.

       

      5.  Charges,
        Taxes and Expenses.
        Issuance of certificates for shares upon the exercise of this Warrant shall
        be
        made without charge to the Holder hereof for any issue or transfer tax or
        other
        incidental expense in respect of the issuance of such certificate, all of
        which
        taxes and expenses shall be paid by the Company, and such certificates shall
        be
        issued in the name of the Holder.

       

      6.  No
        Rights as Shareholders.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company prior to the exercise thereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.  Loss,
        Theft, Destruction or Mutilation of Warrant.
        Upon
        receipt by the Company of evidence reasonably satisfactory to it of the loss,
        theft, destruction or mutilation of this Warrant, and in case of loss, theft
        or
        destruction, of indemnity or security reasonably satisfactory to it, and
        upon
        reimbursement to the Company of all reasonable expenses incidental thereto,
        and
        upon surrender and cancellation of this Warrant, if mutilated, the Company
        will
        make and deliver a new Warrant of like tenor and dated as of such cancellation,
        in lieu of this Warrant.

       

      8.  Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein shall be a Saturday or a Sunday or shall
        be a
        legal holiday, then such action may be taken or such right may be exercised
        on
        the next succeeding day not Saturday, Sunday or a legal holiday.

       

      9.  Termination
        and Dilution.

       

      (a)  Termination.
        This
        Warrant shall terminate (“Termination”)
        at
        5:00 p.m., Pacific Time, on the fifth year anniversary of the date hereof.
        

       

      (b)  Reclassification,
        etc.
        If the
        Company at any time shall, by subdivision, combination, conversion or
        reclassification of securities or otherwise, change any of the securities
        to
        which purchase rights under this Warrant exist into the same or a different
        number of securities of any class or classes, this Warrant shall thereafter
        be
        to acquire such number and kind of securities as would have been issuable
        as the
        result of such change with respect to the securities which were subject to
        the
        purchase rights under this Warrant immediately prior to such subdivision,
        combination, conversion, reclassification or other change. If the shares
        are
        subdivided or combined into a greater or smaller number of shares, the Exercise
        Price under this Warrant shall be proportionately reduced in case of subdivision
        of shares or proportionately increased in the case of combination of shares,
        in
        both cases by the ratio which the total number of shares to be outstanding
        immediately after such event bears to the total number of shares outstanding
        immediately prior to such event.

       

      (c)  Cash
        Distributions.
        No
        adjustment on account of cash dividends or interest on the shares or other
        securities purchasable hereunder will be made to the Exercise Price under
        this
        Warrant.

       

      10.  Miscellaneous.

       

      (a)  Issue
        Date.
        The
        provisions of this Warrant shall be construed and shall be given effect in
        all
        respect as if it had been issued and delivered by the Company on the date
        hereof. This Warrant shall be binding upon any successors or assigns of the
        Company. This Warrant shall constitute a contract under the laws of the State
        of
        California and for all purposes shall be construed in accordance with and
        governed by the laws of said state.

       

      (b)  Restrictions;
        Accredited Investor.
        The
        Holder acknowledges that the shares acquired upon the exercise of this Warrant
        may have restrictions upon its resale imposed by state and federal securities
        laws. The Holder represents and acknowledges that he is an “accredited investor”
as that term is defined in Rule 501 of Regulation D of the Securities Act
        of
        1933, as amended.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  Waivers
        and Amendments.
        This
        Warrant and any provisions hereof may be changed, waived, discharged or
        terminated only by an instrument in writing signed by the party against which
        enforcement of the same is sought.

       

      (d)  Assignment
        and Transferability.
        The
        Holder may not assign, pledge, or otherwise transfer this Warrant without
        the
        prior written consent of the Company, except for transfers between affiliates,
        including affiliate funds, or transfers to a partner (or retired partner),
        member (or retired member) of the Holder, or transfers by gift, will or
        intestate succession to any spouse or lineal descendants or ancestors, if
        all
        transferees agree in writing to be subject to the terms of the Purchase
        Agreement and this Warrant.

       

      (e)  Market
        Standoff Agreement.
        By
        acceptance of this Warrant, Holder agrees that in connection with the initial
        underwritten public offering of the Company’s securities, it will not sell, make
        any short sale of, loan, grant any option for the purchase of, or otherwise
        dispose of any securities of the Company for such period of time (not to
        exceed
        180 days from the effective date of the Company’s registration with the
        Securities and Exchange Commission) as may be requested by the Company or
        the
        managing underwriters of such offering. The Holder agrees to execute such
        additional agreements as the managing underwriters may require to effect
        the
        intent of this provision. The Holder agrees that the Company may instruct
        its
        transfer agent to place stop-transfer notations in its records to enforce
        the
        provisions of this section. Notwithstanding any other provision of this
        Agreement, the Company may assign the Holder’s obligations under this section to
        any underwriter of the Company’s initial public offering of
        securities.

       

      [Remainder
        of Page Intentionally Left Blank]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Warrant to be executed
        as
        of the date first written above.

       

      
        	 	
                WaferGen,
                  Inc.

                


                


                By: /s/ Amjad
                  Huda                                   

                        Name:
                  Amjad Huda

                Title:
                  CFO

                 

                


                Alnoor
                  Shivji

                


                /s/
                  Alnoor
                  Shivji                                        
                  


                (signature)

                


                Address:                 

                ______________________________

                ______________________________

                ______________________________

              	 
	 	 	 


      

      


      [Signature
        Page to Warrant]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NOTICE
        OF EXERCISE

      

        
          	 	
                  TO:

                	
                  WaferGen,
                    Inc.

                


        

        
          	 	
                   

                	
                  46571
                    Fremont Blvd.

                


        

        
          	 	
                   

                	
                  Fremont,
                    CA 94538

                


        

        
          	 	
                   

                	
                  Attn:
                    President and CEO

                


        

      

      
      

      (1)  The
        undersigned hereby elects to purchase ___________ shares of Series B Preferred
        Stock (the “Shares”)
        of
        WaferGen, Inc., pursuant to the terms of the attached Warrant, and tenders
        herewith payment of the purchase price in full.

       

      (2)  Please
        issue a certificate or certificates representing the shares in the name of
        the
        undersigned or in such other name as is specified below:

       

             
        _________________________________________________________________

      (Print
        Name)

       

      Address:

       

             
        _________________________________________________________________

             
        _________________________________________________________________

             
        _________________________________________________________________

       

      (3)  The
        undersigned confirms that the shares are being acquired for the account of
        the
        undersigned for investment only and not with a view to, or for resale in
        connection with, the distribution thereof and that the undersigned has no
        present intention of distributing or selling the shares.

       

      __________

      (Date)

      


      ____________________________

      (Signature)

       

      ____________________________

      (Print
        Name)