EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Employment Agreement (“Agreement”) is made this 31st day of May, 2007
      ("Effective Date") between WaferGen Bio-Systems, Inc., a Nevada corporation
      (the
      "Company") and Victor Joseph ("Executive").

     

    WITNESSETH:

     

    WHEREAS,
      the Executive desires to be employed by the Company as its Chief Technical
      Officer and Secretary and the Company wishes to employ Executive in such
      capacity;

     

    NOW,
      THEREFORE, in consideration of the foregoing recital and the respective
      covenants and agreements of the parties contained in this document, the Company
      and Executive hereby agree as follows: 

     

    1. Employment
      and Duties.
      The
      Company agrees to employ and Executive agrees to serve as the Company's Chief
      Technical Officer and Secretary. The duties and responsibilities of Executive
      shall include the duties and responsibilities as the Board of Directors (the
      “Board”) may from time to time reasonably assign to Executive. 

     

    Executive
      shall devote substantially all of his working time and efforts during the
      Company's normal business hours to the business and affairs of the Company
      and
      its subsidiaries and to the diligent and faithful performance of the duties
      and
      responsibilities duly assigned to him pursuant to this Agreement. 

     

    2. Term.
      The
      term of this Agreement shall commence on the Effective Date and shall continue
      for a period of one year and shall be automatically renewed for successive
      one
      year periods thereafter unless either party provides the other party with
      written notice of his or its intention not to renew this Agreement at least
      three months prior to the expiration of the initial term or any renewal term
      of
      this Agreement. “Employment Period” shall mean the initial one year term plus
      renewals, if any.

     

    3. Place
      of Employment.
      Executive's services shall be performed at the Company's offices located in
      Fremont, California and any other locus where the Company now or hereafter
      has a
      business facility within 50 miles of the Company’s Fremont office. The parties
      acknowledge, however, that Executive may be required to travel in connection
      with the performance of his duties hereunder. 

     

    4. Base
      Salary.
      For all
      services to be rendered by Executive pursuant to this Agreement, the Company
      agrees to pay Executive during the Employment Period an initial base salary
      (the
      "Base Salary") at an annual rate of $250,000. The Base Salary shall be paid
      in
      periodic installments in accordance with the Company's regular payroll
      practices.

     

    The
      Compensation Committee (the “Compensation Committee”) of the Board (or by the
      independent members of the Board, if there is no Compensation Committee) shall
      review the Executive’s Base Salary annually and shall make a recommendation to
      the Board as to whether such Base Salary should be increased but not decreased,
      which decision shall be within the Board’s sole discretion.

     

    
      
        
        

      

      
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    5. Bonus.
      During
      the term of this Agreement, the Executive shall be entitled to an annual bonus
      of 25% of his Base Salary (which percentage may be increased in the discretion
      of the Board), to be determined according to achievement of performance-related
      financial and operating targets established annually for the Company and the
      Executive by the Compensation Committee (or by the independent members of the
      Board if there is no Compensation Committee). Executive shall have reasonable
      input in the development of these targets. Such performance targets for each
      fiscal year shall be adopted by the Compensation Committee prior to the end
      of
      the prior fiscal year. Each annual bonus shall be paid by the Company to the
      Executive promptly after determination that the relevant targets have been
      met,
      it being understood that the attainment of any financial targets shall be
      determined after the results of the annual audit are known. 

     

    6. Expenses.
      Executive shall be entitled to prompt reimbursement by the Company for all
      reasonable ordinary and necessary travel, entertainment, and other expenses
      incurred by Executive while employed (in accordance with the policies and
      procedures established by the Company for its senior executive officers) in
      the
      performance of his duties and responsibilities under this Agreement; provided,
      that Executive shall properly account for such expenses in accordance with
      Company policies and procedures. 

     

    7. Other
      Benefits.
      During
      the term of this Agreement, the Executive shall be eligible to participate
      in
      incentive, savings, retirement (401(k)), and welfare benefit plans, including,
      without limitation, health, medical, dental, vision, life (including accidental
      death and dismemberment) and disability insurance plans (collectively, "Benefit
      Plans"), in substantially the same manner and at substantially the same levels
      as the Company makes such opportunities available to the Company's managerial
      or
      salaried executive employees.

     

    8. Vacation.
      During
      the term of this Agreement, the Executive shall be entitled to accrue, on a
      pro
      rata basis, 20 paid vacation days per year. The Executive shall be entitled
      to
      carry over any accrued, unused vacation days from year to year without
      limitation.

     

    9. Stock
      Options.
      

     

    (a) Grant
      of Options.
      Upon
      the execution hereof, the Company shall grant the Executive options to purchase
      an aggregate of 166,667 shares of the Company's common voting stock ("Options")
      under the Company's 2007 Stock Option Plan (the "Stock Option Plan"). Such
      grant
      shall be evidenced by an Option Agreement as contemplated by the Stock Option
      Plan. In subsequent years the Executive shall be eligible for such grants of
      Options and other permissible awards under the Stock Option Plan as the
      Compensation Committee or the Board shall determine.

     

    
      
        
        

      

      
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      (b) Option
        Price; Term.
        The per
        share exercise price of the Options shall be $1.50, which represents the
        fair
        market value per share of Company common stock on the date of grant. The
        term of
        the Option shall be ten years from the date of grant.

       

      (c) Exercise.
        One
        forty-eighth (2.083%) of the Options shall become exercisable on each monthly
        anniversary of the date of grant.

       

      (d) Payment.
        The
        full consideration for any shares purchased by the Executive upon exercise
        of
        the Options shall be paid either (i) in cash or (ii) on a “cashless” basis in
        accordance with the terms of the Stock Option Plan.

       

      (e) Termination
        of Employment; Accelerated Vesting.
        

       

      (1) If
        the
        Executive’s employment is terminated for Cause, as such term is defined below,
        all Options, whether or not vested, shall immediately expire effective the
        date
        of termination of employment. 

       

      (2) If
        the
        Executive’s employment is terminated voluntarily by the Executive without Good
        Reason, as such term is defined below, all unvested Options shall immediately
        expire effective the date of termination of employment. Vested Options, to
        the
        extent unexercised, shall expire one month after the termination of
        employment.

       

      (3) If
        the
        Executive’s employment terminates on account of death or Disability, as defined
        below, all unvested Options shall immediately expire effective the date of
        termination of employment. Vested Options, to the extent unexercised, shall
        expire one year after the termination of employment.

       

      (4) If
        the
        Executive’s employment is terminated (A) in connection with a Change of Control,
        as defined below, (B) by the Company without Cause or (C) by the Executive
        for
        Good Reason, all unvested Options shall immediately vest and become exercisable
        effective the date of termination of employment, and, to the extent unexercised,
        shall expire one year after any such event.

       

      10. Termination
        of Employment.
        

       

      (a) Death.
        If
        Executive dies during the Employment Period, this Agreement and the Executive’s
        employment with the Company shall automatically terminate and the Company
        shall
        have no further obligations to the Executive or his heirs, administrators
        or
        executors with respect to compensation and benefits accruing thereafter,
        except
        for the obligation to pay to the Executive’s heirs, administrators or executors
        any earned but unpaid Base Salary and vacation pay, unpaid pro
        rata
        annual
        bonus through the date of death and reimbursement of any and all reasonable
        expenses paid or incurred by the Executive in connection with and related
        to the
        performance of his duties and responsibilities for the Company during the
        period
        ending on the termination date. The Company shall deduct, from all payments
        made
        hereunder, all applicable taxes, including income tax, FICA and FUTA, and
        other
        appropriate deductions. In addition, the Executive’s spouse and minor children
        shall be entitled to continued coverage, at the Company’s expense, under all
        health, medical, dental and vision insurance plans in which the Executive
        was a
        participant immediately prior to his last date of employment with the
        Company.

       

      
        
          
          

        

        
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      (b) Disability.
        In the
        event that, during the term of this Agreement the Executive shall be prevented
        from performing his duties and responsibilities hereunder to the full extent
        required by the Company by reason of Disability (as defined below) this
        Agreement and the Executive’s employment with the Company shall automatically
        terminate and the Company shall have no further obligations or liability
        to the
        Executive or his heirs, administrators or executors with respect to compensation
        and benefits accruing thereafter, except for the obligation to pay the Executive
        or his heirs, administrators or executors any earned but unpaid Base Salary,
        unpaid pro
        rata
        annual
        bonus and unused vacation days accrued through the Executive’s last date of
        Employment with the Company and reimbursement of any and all reasonable expenses
        paid or incurred by the Executive in connection with and related to the
        performance of his duties and responsibilities for the Company during the
        period
        ending on the termination date. The Company shall deduct, from all payments
        made
        hereunder, all applicable taxes, including income tax, FICA and FUTA, and
        other
        appropriate deductions through the last date of the Executive’s employment with
        the Company. For purposes of this Agreement, “Disability”
shall
        mean a physical or mental disability that prevents the performance by the
        Executive, with or without reasonable accommodation, of his duties and
        responsibilities hereunder for a period of not less than an aggregate of
        three
        months during any twelve consecutive months.

       

      (c) Cause.

       

      (1) At
        any
        time during the Employment Period, the Company may terminate this Agreement
        and
        the Executive’s employment hereunder for Cause. For purposes of this Agreement,
“Cause” shall mean: (a) the willful and continued failure of the Executive to
        perform substantially his duties and responsibilities for the Company (other
        than any such failure resulting from a Disability) after a written demand
        by the
        Board for substantial performance is delivered to the Executive by the Company,
        which specifically identifies the manner in which the Board believes that
        the
        Executive has not substantially performed his duties and responsibilities,
        which
        willful and continued failure is not cured by the Executive within thirty
        (30)
        days of his receipt of such written demand; (b) the conviction of, or plea
        of
        guilty or nolo
        contendere
        to, a
        felony, (c), violation of Sections 11 or 12 of this Agreement, or (d) fraud,
        dishonesty or gross misconduct which is materially and demonstratively injurious
        to the Company. Termination under sections 10(c)(1)(b), 10(c)(1)(c) or
        10(c)(1)(d) above shall not be subject to cure.

       

      (2) Upon
        termination of this Agreement for Cause, the Company shall have no further
        obligations or liability to the Executive or his heirs, administrators or
        executors with respect to compensation and benefits thereafter, except for
        the
        obligation to pay the Executive any earned but unpaid Base Salary and vacation
        pay, and reimbursement of any and all reasonable expenses paid or incurred
        by
        the Executive in connection with and related to the performance of his duties
        and responsibilities for the Company during the period ending on the termination
        date. The Company shall deduct, from all payments made hereunder, all applicable
        taxes, including income tax, FICA and FUTA, and other appropriate
        deductions.

       

      
        
          
          

        

        
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      (d) Change
        of Control.
        For
        purposes of this Agreement, “Change of Control” shall mean the occurrence of any
        one or more of the following: (i) the accumulation, whether directly,
        indirectly, beneficially or of record, by any individual, entity or group
        (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
        Act of 1934, as amended) of 50% or more of the shares of the outstanding
        Common
        Stock of the Company, (ii) a merger or consolidation of the Company in
        which the Company does not survive as an independent public company or upon
        the
        consummation of which the holders of the Company’s outstanding equity securities
        prior to such merger or consolidation own less than 50% of the outstanding
        equity securities of the Company after such merger or consolidation, or
        (iii) a sale of all or substantially all of the assets of the Company,
provided,
        however,
        that
        the following acquisitions shall not constitute a Change of Control for the
        purposes of this Agreement: (A) any acquisitions of Common Stock or securities
        convertible into Common Stock directly from the Company, or (B) any acquisition
        of Common Stock or securities convertible into Common Stock by any employee
        benefit plan (or related trust) sponsored by or maintained by the
        Company..

       

      (e) Good
        Reason.
        

       

      (1) At
        any
        time during the term of this Agreement, subject to the conditions set forth
        in
        Section 10(e)(2) below, the Executive may terminate this Agreement and the
        Executive’s employment with the Company for “Good Reason.” For purposes of this
        Agreement, “Good Reason” shall mean the occurrence of any of the following
        events: (A) the assignment, without the Executive’s consent, to the Executive of
        duties that are significantly different from, and that result in a substantial
        diminution of, the duties that he assumed on the Effective Date; (B) the
        assignment, without the Executive’s consent, to the Executive of a title that is
        different from and subordinate to the title Chief Technical Officer and
        Secretary; (C) any termination of the Executive’s employment by the Company,
        other than a termination for Cause, within 12 months after a Change of Control;
        (D) the assignment, without the Executive’s consent, to the Executive of duties
        that are significantly different from, and that result in a substantial
        diminution of, the duties that he assumed as Chief Technical Officer and
        Secretary on the Effective Date within 12 months after a Change of Control;
        or
        (E) material breach by the Company of this Agreement.

       

      (2) The
        Executive shall not be entitled to terminate this Agreement for Good Reason
        unless and until he shall have delivered written notice to the Company of
        his
        intention to terminate this Agreement and his employment with the Company
        for
        Good Reason, which notice specifies in reasonable detail the circumstances
        claimed to provide the basis for such termination for Good Reason, and the
        Company shall not have eliminated the circumstances constituting Good Reason
        within 30 days of its receipt from the Executive of such written
        notice.

       

      
        
          
          

        

        
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      (3) In
        the
        event that the Executive terminates this Agreement and his employment with
        the
        Company for Good Reason, the Company shall pay or provide to the Executive
        (or,
        following his death, to the Executive’s heirs, administrators or executors): (A)
        any earned but unpaid Base Salary, unpaid pro
        rata
        annual
        bonus and unused vacation days accrued through the Executive’s last day of
        employment with the Company; (B) continued coverage, at the Company’s expense,
        under all Benefits Plans in which the Executive was a participant immediately
        prior to his last date of employment with the Company, or, in the event that
        any
        such Benefit Plans do not permit coverage of the Executive following his
        last
        date of employment with the Company, under benefit plans that provide no
        less
        coverage than such Benefit Plans, for a period of one year following the
        termination of employment; (C) reimbursement of any and all reasonable expenses
        paid or incurred by the Executive in connection with and related to the
        performance of his duties and responsibilities for the Company during the
        period
        ending on the termination date and (D) severance in an amount equal to one
        year’s Base Salary, as in effect immediately prior to the Executive’s
        termination hereunder. All payments due hereunder shall be payable according
        to
        the Company’s standard payroll procedures. The Company shall deduct, from all
        payments made hereunder, all applicable taxes, including income tax, FICA
        and
        FUTA, and other appropriate deductions.

       

      (f) Without
        “Good Reason” by Executive or “Cause” by the Company.

       

      (1) By
        the
        Executive.
        At any
        time during the term of this Agreement, the Executive shall be entitled to
        terminate this Agreement and the Executive’s employment with the Company without
        Good Reason by providing prior written notice of at least 30 days to the
        Company. The Executive’s failure to renew the term of this Agreement pursuant to
        Section 2 hereof shall be deemed a termination by the Executive without Good
        Reason, and no additional notice shall be required other than that provided
        for
        in Section 2. Upon termination by the Executive of this Agreement and the
        Executive’s employment with the Company without Good Reason, the Company shall
        have no further obligations or liability to the Executive or his heirs,
        administrators or executors with respect to compensation and benefits
        thereafter, except for the obligation to pay the Executive any earned but
        unpaid
        Base Salary, unused vacation days accrued through the Executive’s last day of
        employment with the Company and reimbursement of any and all reasonable expenses
        paid or incurred by the Executive in connection with and related to the
        performance of his duties and responsibilities for the Company during the
        period
        ending on the termination date. The Company shall deduct, from all payments
        made
        hereunder, all applicable taxes, including income tax, FICA and FUTA, and
        other
        appropriate deductions.

       

      (2) By
        the
        Company.
        At any
        time during the term of this Agreement, the Company shall be entitled to
        terminate this Agreement and the Executive’s employment with the Company without
        Cause by providing prior written notice of at least 30 days to the Executive.
        The Company’s failure to renew the term of this Agreement pursuant to Section 2
        hereof shall be deemed a termination by the Company without Cause, and no
        additional notice shall be required other than that provided for in Section
        2.
        Upon termination by the Company of this Agreement and the Executive’s employment
        with the Company without Cause, the Company shall pay or provide to the
        Executive (or, following his death, to the Executive’s heirs, administrators or
        executors): (A) any earned but unpaid Base Salary, unpaid pro
        rata
        annual
        bonus and unused vacation days accrued through the Executive’s last day of
        employment with the Company; (B) continued coverage, at the Company’s expense,
        under all Benefits Plans in which the Executive was a participant immediately
        prior to his last date of employment with the Company, or, in the event that
        any
        such Benefit Plans do not permit coverage of the Executive following his
        last
        date of employment with the Company, under benefit plans that provide no
        less
        coverage than such Benefit Plans, for a period of one year following the
        termination of employment; (C) reimbursement of any and all reasonable expenses
        paid or incurred by the Executive in connection with and related to the
        performance of his duties and responsibilities for the Company during the
        period
        ending on the termination date and (D) severance in an amount equal to one
        year’s Base Salary, as in effect immediately prior to the Executive’s
        termination hereunder. All payments due hereunder shall be payable according
        to
        the Company’s standard payroll procedures. The Company shall deduct, from all
        payments made hereunder, all applicable taxes, including income tax, FICA
        and
        FUTA, and other appropriate deductions.

       

      
        
          
          

        

        
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      11. Confidential
        Information.

       

      (a) The
        Executive expressly acknowledges that, in the performance of his duties and
        responsibilities with the Company, he has been exposed since prior to the
        Effective Date, and will be exposed, to the trade secrets, business and/or
        financial secrets and confidential and proprietary information of the Company,
        its affiliates and/or its clients, business partners or customers (“Confidential
        Information”). The term "Confidential Information" includes information or
        material that has actual or potential commercial value to the Company, its
        affiliates and/or its clients, business partners or customers and is not
        generally known to and is not readily ascertainable by proper means to persons
        outside the Company, its affiliates and/or its clients or customers.


       

      (b) Except
        as
        authorized in writing by the Board, during the performance of the Executive’s
        duties and responsibilities for the Company and until such time as any such
        Confidential Information becomes generally known to and readily ascertainable
        by
        proper means to persons outside the Company, its affiliates and/or its clients,
        business partners or customers, the Executive agrees to keep strictly
        confidential and not use for his personal benefit or the benefit to any other
        person or entity (other than the Company) the Confidential Information.
“Confidential Information” includes the following, whether or not expressed in a
        document or medium, regardless of the form in which it is communicated, and
        whether or not marked “trade secret” or “confidential” or any similar legend:
        (i) lists of and/or information concerning customers, prospective customers,
        suppliers, employees, consultants, co-venturers and/or joint venture candidates
        of the Company, actual or prospective distributors, its affiliates or its
        clients or customers; (ii) information submitted by customers, prospective
        customers, suppliers, employees, distributors, consultants and/or co-venturers
        of the Company, its affiliates and/or its clients or customers; (iii) non-public
        information proprietary to the Company, its affiliates and/or its clients
        or
        customers, including, without limitation, cost information, profits, sales
        information, prices, accounting, unpublished financial information, business
        plans or proposals, expansion plans (for current and proposed facilities),
        markets and marketing methods, advertising and marketing strategies,
        administrative procedures and manuals, the terms and conditions of the Company’s
        contracts and trademarks and patents under consideration, distribution channels,
        franchises, investors, sponsors and advertisers; (iv) proprietary technical
        information and/or intellectual property concerning or relating to products
        and
        services of the Company, its affiliates and/or its clients, business partners
        or
        customers, including, without limitation, product data and specifications,
        diagrams, flow charts, know how, processes, designs, formulae, inventions
        and
        product development; (v) lists of and/or information concerning applicants,
        candidates or other prospects for employment, independent contractor or
        consultant positions at or with any actual or prospective customer or client
        of
        Company and/or its affiliates, any and all confidential processes, inventions
        or
        methods of conducting business of the Company, its affiliates and/or its
        clients, business partners or customers; (vi) acquisition or merger targets;
        (vii) business plans or strategies, data, records, financial information
        or
        other trade secrets concerning the actual or contemplated business, strategic
        alliances, policies or operations of the Company or its affiliates; or (viii)
        any and all versions of proprietary computer software (including source and
        object code), hardware, firmware, code, discs, tapes, data listings and
        documentation of the Company; or (ix) any other confidential information
        disclosed to the Executive by, or which the Executive obligated under a duty
        of
        confidence from, the Company, its affiliates, and/or its clients, business
        partners or customers.

       

      
        
          
          

        

        
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      (c) The
        Executive affirms that he does not possess and will not rely upon the protected
        trade secrets or confidential or proprietary information of any prior
        employer(s) in providing services to the Company.

       

      (d) In
        the
        event that the Executive’s employment with the Company terminates for any
        reason, the Executive shall deliver forthwith to the Company any and all
        originals and copies, including those in electronic or digital formats, of
        Confidential Information.

       

      12. Non-Competition
        and Non-Solicitation.

       

      (a) The
        Executive agrees and acknowledges that the Confidential Information that
        the
        Executive has already received and will receive is valuable to the Company
        and
        that its protection and maintenance constitutes a legitimate business interest
        of the Company, to be protected by the non-competition restrictions set forth
        herein. The Executive agrees and acknowledges that the non-competition
        restrictions set forth herein are reasonable and necessary and do not impose
        undue hardship or burdens on the Executive. The Executive also acknowledges
        that
        the products and services developed or provided by the Company, its affiliates
        and/or its clients or customers are or are intended to be sold, provided,
        licensed and/or distributed to customers and clients in and throughout the
        United States (the “Geographic Boundary”) (to the extent the Company comes to
        operate, either directly or through the engagement of a distributor or joint
        or
        co-venturer, or sell a significant amount of its products and services to
        customers located, in areas other than the United States during the term
        of the
        Employment Period, the definition of Geographic Boundary shall be automatically
        expanded to cover such other areas), and that the Geographic Boundary, scope
        of
        prohibited competition, and time duration set forth in the non-competition
        restrictions set forth below are reasonable and necessary to maintain the
        value
        of the Confidential Information of, and to protect the goodwill and other
        legitimate business interests of, the Company, its affiliates and/or its
        clients
        or customers.

       

      
        
          
          

        

        
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      (b) The
        Executive hereby agrees and covenants that he shall not, without the prior
        written consent of the Company, directly or indirectly, in any capacity
        whatsoever, including, without limitation, as an employee, employer, consultant,
        principal, partner, shareholder, officer, director or any other individual
        or
        representative capacity (other than a holder of less than two percent (2%)
        of
        the outstanding voting shares of any publicly held company), or whether on
        the
        Executive's own behalf or on behalf of any other person or entity or otherwise
        howsoever, during the Executive's employment with the Company and for a period
        equal to the greater of (i) one year following the termination of this Agreement
        or of the Executive's employment with the Company or (ii) the period during
        which the Executive continues to receive his base salary pursuant to Sections
        10(e) or 10(f)(2) of this Agreement following the termination of this Agreement
        and of the Executive's employment, in the Geographic Boundary: 

       

      (1) Engage,
        own, manage, operate, control, be employed by, consult for, participate in,
        or
        be connected in any manner with the ownership, management, operation or control
        of any business in competition with the business of the Company;

       

      (2) Recruit,
        solicit or hire, or attempt to recruit, solicit or hire, any employee, or
        independent contractor of the Company to leave the employment (or independent
        contractor relationship) thereof, whether or not any such employee or
        independent contractor is party to an employment agreement;

       

      (3) Attempt
        in any manner to solicit or accept from any customer of the Company, with
        whom
        the Company had significant contact during the term of the Agreement, business
        of the kind or competitive with the business done by the Company with such
        customer or to persuade or attempt to persuade any such customer to cease
        to do
        business or to reduce the amount of business which such customer has customarily
        done or is reasonably expected to do with the Company, or if any such customer
        elects to move its business to a person other than the Company, provide any
        services (of the kind or competitive with the Business of the Company) for
        such
        customer, or have any discussions regarding any such service with such customer,
        on behalf of such other person; or

       

      (4) Interfere
        with any relationship, contractual or otherwise, between the Company and
        any
        other party, including, without limitation, any supplier, distributor,
        co-venturer or joint venturer of the Company to discontinue or reduce its
        business with the Company or otherwise interfere in any way with the Business
        of
        the Company. 

       

      
        
          
          

        

        
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      13. Dispute
        Resolution.
        Any and
        all controversies, claims, or disputes arising out of, relating to, or resulting
        from this Agreement shall be subject to binding arbitration under the
        Arbitration Rules set forth in California Code of Civil Procedure Section
        1280
        through 1294.2, including section 1283.05 (the "Rules") and pursuant to
        California law. Any arbitration will be administered by the American Arbitration
        Association ("AAA") in accordance with its Rules for the Resolution of
        Commercial Disputes. Executive agrees that the arbitrator shall have the
        power
        to decide any motions brought by any party to the arbitration, including
        motions
        for summary judgment and/or adjudication and motions to dismiss and demurrers,
        prior to any arbitration hearing. Executive also agrees the arbitrator shall
        have the power to award any remedies, including attorneys' fees and costs,
        available under applicable law. Executive understands that each party shall
        bear
        its own costs and expenses, including attorneys' fees, incurred in connection
        with any Arbitration. The decision of the arbitrator shall be in writing.
        Except
        as provided by the Rules or as set forth herein, arbitration shall be the
        sole,
        exclusive and final remedy for any dispute under this Agreement. Accordingly,
        except as provided by the Rules or as set forth herein, neither Executive
        nor
        the Company will be permitted to pursue court action regarding this Agreement.
        In addition to the right under the Rules to petition the court for provisional
        relief, Executive agrees that any party may also petition the court for
        injunctive or other forms of relief where either party alleges or claims
        a
        violation of the provisions of Sections 11 or 12 of this Agreement or any
        confidential information or invention assignment agreement between Executive
        and
        the Company or any other agreement regarding trade secrets, confidential
        information, non-solicitation or Labor Code Section 2870. In the event either
        party seeks such injunctive or such other relief, the prevailing party shall
        be
        entitled to recover reasonable costs and attorneys' fees. 

       

      14. Notices.
        For
        purposes of this Agreement, notices and other communications provided for
        in
        this Agreement shall be in writing and shall be delivered personally or sent
        by
        United States certified mail, return receipt requested, postage prepaid,
        or by a
        nationally recognized overnight courier, addressed as follows: 

       

      
        	
              	If
                to Executive:	
                Victor
                  Joseph

              


        	 	 	35964 Killorglin
                Common


        	 	 	Fremont CA, 94536


        	 	 	 


        	 	If to the
                Company: 	WaferGen Bio-Systems, Inc.
                


        	 	 	46571 Fremont Blvd.



        	 	 	Fremont, CA 94538 


        	 	 	Attention: Alnoor
                Shivji


      

       

      or
        to
        such other address or the attention of such other person as the recipient
        party
        has previously furnished to the other party in writing in accordance with
        this
        paragraph. Such notices or other communications shall be effective upon delivery
        or, if earlier, three days after they have been mailed as provided above.
        

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      15. Miscellaneous.
        

       

      (a) All
        issues and disputes concerning, relating to or arising out of this Agreement
        and
        from the Executive’s employment by the Company, including, without limitation,
        the construction and interpretation of this Agreement, shall be governed
        by and
        construed in accordance with the internal laws of the State of California,
        without giving effect to that State’s principles of conflicts of
        law.

       

      (b) The
        Executive and the Company agree that any provision of this Agreement deemed
        unenforceable or invalid may be reformed to permit enforcement of the
        objectionable provision to the fullest permissible extent. Any provision
        of this
        Agreement deemed unenforceable after modification shall be deemed stricken
        from
        this Agreement, with the remainder of the Agreement being given its full
        force
        and effect.

       

      (c) Failure
        or delay on the part of either party hereto to enforce any right, power,
        or
        privilege hereunder shall not be deemed to constitute a waiver thereof.
        Additionally, a waiver by either party or a breach of any promise hereof
        by the
        other party shall not operate as or be construed to constitute a waiver of
        any
        subsequent waiver by such other party. 

       

      (d) The
        Executive and the Company independently have made all inquiries regarding
        the
        qualifications and business affairs of the other which either party deems
        necessary. The Executive affirms that he fully understands this Agreement’s
        meaning and legally binding effect. Each party has participated fully and
        equally in the negotiation and drafting of this Agreement. Each party assumes
        the risk of any misrepresentation or mistaken understanding or belief relied
        upon by him or it in entering into this Agreement.

       

      (e) The
        Executive’s obligations under this Agreement are personal in nature and may not
        be assigned by the Executive to any other person or entity. This Agreement
        shall
        be enforceable by the Company and its parents, affiliates, successors and
        assigns, and the Company shall require any successors and assigns to expressly
        assume and agree to perform this Agreement in the same manner and to the
        same
        extent that the Company would be required to perform it if no such succession
        or
        assignment had taken place.

       

      (f) This
        instrument constitutes the entire Agreement between the Parties regarding
        its
        subject matter. When signed by each of the Parties, this Agreement supersedes
        and nullifies all prior or contemporaneous conversations, negotiations, or
        agreements, oral and written, regarding the subject matter of this Agreement.
        In
        any future construction of this Agreement, this Agreement should be given
        its
        plain meaning. This Agreement may be amended only by a writing signed by
        the
        parties.

       

      (g) This
        Agreement may be executed in counterparts, a counterpart transmitted via
        facsimile, and all executed counterparts, when taken together, shall constitute
        sufficient proof of the parties’ entry into this Agreement. The Parties agree to
        execute any further or future documents which may be necessary to allow the
        full
        performance of this Agreement. This Agreement contains headings for ease
        of
        reference. The headings have no independent meaning.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Executive and the Company have caused this Employment
        Agreement to be executed as of the date first above written.

      
        	 	 	 
	 	VICTOR JOSEPH
	 	 
	 
 	 
 	 
/s/
                Victor Joseph
	
              	
                

              


      

       

      
        	 	 	 
	 	WAFERGEN BIO-SYSTEMS, INC.
	 
 	 
 	 
 
	
              	By:  	/s/ Alnoor Shivji
	 	
                
Name: Alnoor
                Shivji
	 	
                Title: Chief
                  Executive Officer

              




      


      
        
          
          

        

        
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