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 Alnoor Shivji ("Executive").

     

    WITNESSETH:

     

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

     

    WHEREAS,
      the parties expect following the Effective Date to hire another Chief Executive
      Officer (a “New CEO”) and thereafter to continue to employ Executive as Chairman
      of the Company’s Board of Directors (the “Board”);

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals 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
      Executive Officer and Chairman of the Board. The duties and responsibilities
      of
      Executive shall include the duties and responsibilities as 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. However,
      Executive may devote a reasonable amount of his time, not to exceed an aggregate
      of five business days per month, to civic, community, advising businesses or
      charitable activities and to serve as a director of other corporations (provided
      that any such other corporation is not a competitor of the Company, as
      determined by the Board) and to other types of business or public activities
      not
      expressly mentioned in this paragraph.

     

    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. 

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    9. Stock
      Options.
      

     

    (a) Grant
      of Options.
      Upon
      the execution hereof, the Company shall grant the Executive options to purchase
      an aggregate of 166,666 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.

     

    (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.

     

    
      
        
        

      

      
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    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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (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, provided,
      however, that the retention of a New CEO shall not entitle the Executive to
      claim a termination for Good Reason hereunder; (B) the assignment, without
      the
      Executive’s consent, to the Executive of a title that is different from and
      subordinate to the title Chairman; (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 Chairman
      on
      the Effective Date within 12 months after a Change of Control; or (E) material
      breach by the Company of this Agreement.

     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    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.


     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (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;

     

    
      
        
        

      

      
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    (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. 

     

    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: 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	If
              to Executive:   	
              Alnoor
                Shivji

              
                692
                  Hillcrest Terrace

                Fremont
                  CA, 94539 

              

            


    

     

    
      	
            	If
              to the Company: 	
              WaferGen
                Bio-Systems, Inc.
                46571
                  Fremont Blvd. 

                Fremont,
                  CA 94538 

                Attention:
                  

              

            


    

    

    

    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.


     

    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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (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.

    


    [signature
      page follows]


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


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

    
      	 	 	 
	 	
              ALNOOR SHIVJI

               

               

              /s/ Alnoor Shivji

            
	 	 
	 	WAFERGEN BIO-SYSTEMS, INC.
	 	 
	 
 	 
 	 
 
	 	By:  	
              /s/ Victor Joseph

            
	 	
              

              Name:
                Victor Joseph

              Title:
                CFO

            
	 	
            


    

     

    
      
        
        

      

      
        13