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

       

      PROMISSORY
        NOTE

       

      
        	
                $___________

              	
                
                  January
                    __, 2007

                  Fremont,
                    CA

                

              


      

       

      For
        value
        received, WaferGen,
        Inc.,
        a
        Delaware corporation (“Payor”)
        hereby
        promises to pay, at the Company’s principal office, to Alnoor Shivji or its
        assigns (“Holder”), the
        principal sum of $_______, together with interest from the date of this Note
        on
        the unpaid principal balance at a rate equal to 7% per annum, compounded
        annually, computed on the basis of actual number of calendar days elapsed
        and a
        year of 365 days. This Note is issued pursuant to the Note and Warrant Purchase
        Agreement by and between the Payor and the Holder, dated January 30, 2007
        (the
“Purchase
        Agreement”).
        This
        Note is subject to the following terms and conditions:

       

      1.     This
        Note
        will automatically mature and be due and payable on March 31, 2007 (the
“Maturity
        Date”).
        Interest shall accrue on this Note but shall not be due and payable until
        the
        Maturity Date. Notwithstanding the foregoing, the entire unpaid principal
        sum of
        this Note, together with accrued and unpaid interest thereon, shall become
        immediately due and payable upon an Event of Default, as this term is defined
        in
        Section 4.1 of the Purchase Agreement. 

       

      2.     The
        Holder of this Note is entitled to the benefits and subject to certain
        obligations under the Purchase Agreement and may enforce the agreements of
        the
        Company contained therein and exercise the remedies provided for thereby.
        The
        benefits and rights of the holder are subject to certain conditions and
        restrictions also set forth in the Purchase Agreement, which conditions and
        restrictions may be enforced against the holder thereof.

       

      3.     All
        payments shall be made in lawful money of the United States of America and
        shall
        be credited first to the accrued interest then due and payable and the remainder
        applied to principal.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.     If
        action
        is instituted to collect this Note, the Company promises to pay all costs
        and
        expenses, including reasonable attorneys’ fees and court costs, incurred in
        connection with such action. 

       

      5.     Neither
        this Note nor any of the rights, interests or obligations hereunder may be
        assigned, by operation of law or otherwise, in whole or in part, by the Company
        without the prior written consent of the holder except in connection with
        an
        assignment in whole to a successor corporation to the Company provided that
        such
        successor corporation acquires all or substantially all of the Company’s
        property and assets and the holder’s rights hereunder are not impaired. The
        Holder may not assign, pledge, or otherwise transfer this Note 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 Note to the same extent as if they were Holders
        hereunder.

       

      6.     Any
        term
        of this Note may be amended only with the written consent of the Company
        and the
        Holder. Any amendment or waiver effected in accordance with the Section 6
        shall be binding upon the Company, the Holder and each transferee of the
        Note.

       

      7.     This
        Note
        shall be construed in accordance with the laws of the state of California,
        without regard to the conflicts of law provisions of the state of California
        or
        of any other state.

       

      
        	 	
                
                  WAFERGEN,
                    INC.,

                

                 

                a
                  Delaware Corporation

                 

                


                 

                By:_____________________________ 

                 

                Its:_____________________________