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.

     

    FORM
      OF

    WARRANT
      TO PURCHASE

     

    SERIES
      B PREFERRED STOCK OF 

     

    WAFERGEN,
      INC.

     

    1.  Stock
      Purchase Right.
      This
      Warrant is made as of January __, 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 _________ 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:____________________________

              Name:

              Title:

              


              


              


              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)