FORM
      OF

    WAFERGEN
      BIO-SYSTEMS, INC.

    SUBSCRIPTION
      AGREEMENT

     

    WaferGen
      Bio-systems, Inc.

    9454
      Wilshire Boulevard, Suite 301

    Beverly
      Hills, California 90212

    Attention:
      Matthew Markin, President

    


    WaferGen,
      Inc.

    Bayside
      Technology Center

    46571
      Fremont Blvd.

    Fremont,
      California 94538

    Attention:
      Alnoor Shivji, President


      

    Ladies
      and Gentlemen:

     

    1. Subscription. The
      undersigned (the “Purchaser”),
      intending to be legally bound, hereby agrees to purchase from WaferGen
      Bio-systems, Inc. (the “Company”)
      units
      (the "Units")
      to be
      issued by the Company, each Unit consisting of one (1) share of the Company’s
      common stock, par value $0.001 per share (“Common
      Stock”),
      and a
      warrant (“Warrant”)
      to
      purchase three-tenths (3/10), or 30%, of one share of Common Stock, in the
      amount set forth on the signature page hereof. The minimum subscription for
      Units shall be $30,000, however the Company may, in its discretion, accept
      less
      than the minimum subscription amount. This subscription is submitted to you
      in
      accordance with and subject to the terms and conditions described in this
      Subscription Agreement (the “Agreement”)
      and
      the Private Placement Memorandum of the Company, dated April 16, 2007, as
      amended or supplemented from time to time, including all attachments, schedules
      and exhibits thereto (the “Memorandum”),
      relating to the offering (the “Offering”)
      by the
      Company of a minimum of $9,000,000 (the “Minimum
      Amount”)
      and a
      maximum of $12,000,000 (the "Maximum
      Amount")
      in
      aggregate purchase price of Units; provided,
      however,
      that
      the Company may, in its sole discretion, accept subscriptions for Units in
      excess of the Maximum Amount, but not to exceed $14,400,000. The purchase price
      per Unit shall be equal to $1.50. All funds received in connection with
      subscriptions for Units will be deposited in a separate escrow account (the
      “Escrow
      Account”)
      held
      by Signature Bank (the “Escrow
      Agent”)
      pursuant to the terms hereof and of that certain escrow agreement by and among
      the Company, Rodman & Renshaw, LLC and the Escrow Agent (the “Escrow
      Agreement”).

     

    The
      terms
      of the Offering are more completely described in the Memorandum and such terms
      are incorporated herein in their entirety. Certain terms used but not otherwise
      defined herein shall have the respective meanings provided in the Memorandum
      and
      in Section 7 herein.

     

    2. Closing,
      Deliverables and Escrow.

     

    (a) Closing.
      On the
      Closing Date, each Purchaser shall purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company shall issue and sell to
      each
      Purchaser the number of Units equal to such Purchaser’s Subscription Amount
      divided by the Per Unit Purchase Price, rounded down to the nearest whole Unit.
      The aggregate Subscription Amounts for Units sold hereunder shall be up to
      the
      Maximum Amount; provided,
      however,
      that
      the Company may, in its sole discretion, accept subscriptions for Units in
      excess of the Maximum Amount, but not to exceed $14,400,000. Upon satisfaction
      of the conditions set forth in this Section 2, the Closing shall occur at the
      offices of Haynes and Boone, LLP, 153 East 53rd
      Street,
      Suite 4900, New York, NY 10022,
      or
      such
      other location as the parties shall mutually agree.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Deliveries.

     

    (1) On
      or
      prior to the Closing Date, the Company shall deliver or cause to be delivered
      to
      each Purchaser the following:

     

    
      	 	
              i.

            	
              this
                Agreement duly executed by the
                Company;

            


    

     

    
      	 	
              ii.

            	
              a
                certificate registered in the name of such Purchaser, evidencing
                that
                number of shares of Common Stock equal to such Purchaser’s Subscription
                Amount divided by the Per Unit Purchase Price (the “Shares”)
                and a warrant certificate, registered in the name of such Purchaser,
                representing the right to purchase that number of shares of Common
                Stock
                equal to the product of (a) 0.3 and (b) the number of Shares, rounded
                up
                to the nearest whole number (the “Warrant
                Shares”);
                and

            


    

     

    
      	 	
              iii.

            	
              the
                Registration Rights Agreement duly executed by the
                Company.

            


    

     

    (2) On
      or
      prior to the Closing Date, each Purchaser shall deliver or cause to be delivered
      to the Company the following:

     

    
      	 	
              i.

            	
              this
                Agreement duly executed by such
                Purchaser;

            


    

     

    
      	 	
              ii.

            	
              such
                Purchaser’s Subscription Amount by check or wire transfer to the account
                of the Escrow Agent; and

            


    

     

    
      	 	
              iii.

            	
              the
                Registration Rights Agreement duly executed by such
                Purchaser.

            


    

     

    (c) Closing
      Conditions.

     

    (1) The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    
      	 	
              i.

            	
              the
                accuracy in all material respects on the Closing Date of the
                representations and warranties of the Purchasers contained
                herein;

            


    

     

    
      	 	
              ii.

            	
              the
                Merger of Acquisition Sub into WaferGen, Inc. (“WaferGen”) shall have been
                consummated;

            


    

     

    
      	 	
              iii.

            	
              the
                Company shall have received subscriptions for at least 8,000,000
                Units
                (or, at
                its election, at least 6,000,000
                Units);

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              iv.

            	
              all
                obligations, covenants and agreements of the Purchasers required
                to be
                performed at or prior to the Closing Date shall have been
                performed;
                and

            


    

     

    
      	 	
              v.

            	
              the
                delivery by the Purchasers of the items set forth in Section 2(b)(2)
                of
                this Agreement.

            


    

     

    (2) The
      respective obligations of the Purchasers hereunder in connection with the
      Closing are subject to the following conditions being met:

     

    
      	 	
              i.

            	
              the
                accuracy in all material respects on the Closing Date of the
                representations and warranties of WaferGen and the Company contained
                herein;

            


    

     

    
      	 	
              ii.

            	
              all
                obligations, covenants and agreements of WaferGen and the Company
                required
                to be performed at or prior to the Closing Date shall have been
                performed;

            


    

     

    
      	 	
              iii.

            	
              the
                delivery by the Company of the items set forth in Section 2(b)(1)
                of this
                Agreement; 

            


    

     

    
      	 	
              iv.

            	
              the
                Merger shall have been consummated;
                and

            


    

     

    
      	 	
              v.

            	
              there
                shall have been no Material Adverse Effect (as defined in Section
                5(d)
                hereof) with respect to the Company since the date
                hereof.

            


    

     

    3. Acceptance
      of Subscription.
      The
      Purchaser understands and agrees that the Company reserves the right to accept
      or reject this or any other subscription for Units, in whole or in part, and
      in
      any order, notwithstanding prior receipt by the Purchaser of notice of
      acceptance of this subscription. The Company shall have no obligation hereunder
      until the Company shall execute and deliver to the Purchaser an executed copy
      of
      this Agreement. If this subscription is rejected in whole or the Offering is
      terminated or the Minimum Amount is not raised, all funds received from the
      Purchaser will be returned without interest, penalty, expense or deduction,
      and
      this Agreement and all other documents executed by the Purchasers shall
      thereafter be of no further force or effect. If this subscription is rejected
      in
      part, and in any order, the funds for the rejected portion of this subscription
      will be returned without interest, penalty, expense or deduction, and this
      Agreement will continue in full force and effect with respect to the part of
      the
      subscription that was accepted.

     

    4. Purchaser
      Representations and Warranties.
      Each
      Purchaser hereby represents, warrants, acknowledges and agrees as
      follows:

     

    (a) The
      Shares, the Warrants and the Warrant Shares (collectively, the “Securities”)
      are
      not registered under the Securities Act of 1933, as amended, and the regulations
      promulgated thereunder (the “Securities
      Act”),
      or
      any state securities laws. The Purchaser understands that the offering and
      sale
      of the Units, including the Securities is intended to be exempt from
      registration under the Securities Act, by virtue of Section 4(2) thereof and
      the
      provisions of Regulation D promulgated thereunder, based, in part, upon the
      representations, warranties and agreements of the Purchaser contained in this
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) The
      Purchaser has received the Memorandum and all other documents requested by
      the
      Purchaser, has carefully reviewed them and understands the information contained
      therein, and the Purchaser, prior to the execution of this Agreement, has had
      access to the same kind of information which would be available in a
      registration statement filed by the Company under the Securities
      Act.

     

    (c) Neither
      the Commission nor any state securities commission has approved the Units or
      the
      Securities, or passed upon or endorsed the merits of the Offering or confirmed
      the accuracy or determined the adequacy of the Memorandum. The Memorandum has
      not been reviewed by any Federal, state or other regulatory
      authority.

     

    (d) All
      documents, records and books pertaining to the investment in the Units
      (including, without limitation, the Transaction Documents) have been made
      available for inspection by the Purchaser and its representatives. The Purchaser
      hereby acknowledges that all such information is confidential and the Purchaser
      shall not disclose any such confidential information to any third party other
      than as set forth herein.

     

    (e) The
      Purchaser has had a reasonable opportunity to ask questions of and receive
      answers from a person or persons acting on behalf of WaferGen and the Company
      concerning the offering of the Units and the business, financial condition,
      results of operations and prospects of WaferGen and the Company, and all such
      questions have been answered to the full satisfaction of the
      Purchaser.

     

    (f) In
      evaluating the suitability of an investment in the Company, the Purchaser has
      not relied upon any representation or other information (oral or written) other
      than as stated in the Memorandum or this Agreement.

     

    (g) The
      Purchaser is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Units through or as a result of, any form of general
      solicitation or general advertising as those terms are used in Regulation D
      under the Securities Act, including, without limitation, any article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television or radio, in connection with the
      offering and sale of the Units and is not subscribing for Units and did not
      become aware of the offering of the Units through or as a result of any seminar
      or meeting to which the Purchaser was invited by, or any solicitation of a
      subscription by, a person not previously known to the Purchaser in connection
      with investments in Units generally.

     

    (h) The
      Purchaser has taken no action which would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby other than the fees described in the
      Memorandum.

     

    (i) The
      Purchaser has such knowledge and experience in financial, tax, and business
      matters, and, in particular, investments in securities similar to the Units,
      including the Securities, so as to enable the Purchaser to utilize the
      information made available to it in connection with the Offering of the Units
      to
      evaluate the merits and risks of an investment in the Units and the Company
      and
      to make an informed investment decision with respect thereto.

     

    (j) The
      Purchaser is not relying on the Company or any of its employees, officers or
      agents with respect to the legal, tax, economic and related considerations
      as to
      an investment in the Units, and the Purchaser has relied on the advice of,
      or
      has consulted with, only his own advisors.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (k) The
      Purchaser is acquiring the Units, including the Securities, solely for the
      Purchaser's own account for investment and not with a view to resale, assignment
      or distribution thereof, in whole or in part. The Purchaser has no agreement
      or
      arrangement, formal or informal, with any person to sell or transfer all or
      any
      part of the Units, including the Securities, and the Purchaser has no plans
      to
      enter into any such agreement or arrangement. The Purchaser will not engage
      in
      hedging transactions with respect to the Units or the Securities unless in
      compliance with the registration requirements of the Securities
      Act.

     

    (l) The
      Purchaser must bear the substantial economic risks of the investment in the
      Units indefinitely because none of the Units or the Securities may be sold,
      hypothecated or otherwise disposed of unless subsequently registered under
      the
      Securities Act and applicable state securities laws or an exemption from such
      registration is available. Subject to the terms hereunder, legends shall be
      placed on the Securities to the effect that they have not been registered under
      the Securities Act or applicable state securities laws and appropriate notations
      thereof will be made in the Company’s stock books. Stop transfer instructions
      will be placed with the transfer agent of the Securities. Although the Company
      has the obligation to register for resale the Shares (see the Registration
      Rights Agreement), there can be no assurance that such registration will be
      completed within the time frames required of the Company, or at all. It is
      not
      anticipated that there will be any active market for resale of the Units or
      the
      Securities, and such securities will not be freely transferable at any time
      in
      the foreseeable future, until the registration statement filed pursuant to
      the
      Registration Rights Agreement is declared effective, and in such case, solely
      with respect to the Shares.

     

    (m) The
      Purchaser has adequate means of providing for its current financial needs and
      foreseeable contingencies and has no need for liquidity of the investment in
      the
      Units for an indefinite period of time.

     

    (n) The
      Purchaser is aware that an investment in the Units involves a number of very
      significant risks and has carefully read and considered the matters set forth
      under the caption “Risk Factors” in the Memorandum.

     

    (o) The
      Purchaser meets the requirements of at least one of the suitability standards
      for an “accredited investor” as set forth on the Investor Certification
      contained herein.

     

    (p) The
      Purchaser: (i) if a natural person, represents that the Purchaser has reached
      the age of 21 and has full power and authority to execute and deliver this
      Agreement and all other related agreements or certificates and to carry out
      the
      provisions hereof and thereof; (ii) if a corporation, partnership, limited
      liability company or partnership, association, joint stock company, trust,
      unincorporated organization or other entity, (A) such entity was not formed
      for
      the specific purpose of acquiring the Units, (B) such entity is duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization, (C) the consummation of the transactions contemplated hereby
      is
      authorized by, and will not result in a violation of law or its charter or
      other
      organizational documents, (D) such entity has full power and authority to
      execute and deliver this Agreement and all other related agreements or
      certificates and to carry out the provisions hereof and thereof and to purchase
      and hold the Units, (E) the execution and delivery of this Agreement has been
      duly authorized by all necessary action, and (F) this Agreement has been duly
      executed and delivered on behalf of such entity and is a legal, valid and
      binding obligation of such entity; and (iii) if executing this Agreement in
      a
      representative or fiduciary capacity, such representative has full power and
      authority to execute and deliver this Agreement in such capacity and on behalf
      of the subscribing individual, ward, partnership, trust, estate, corporation,
      limited liability company or limited liability partnership, or other entity
      for
      whom such representative is executing this Agreement, and such individual,
      ward,
      partnership, trust, estate, corporation, limited liability company or
      partnership, or other entity has full right and power to perform this Agreement
      and make an investment in the Company, and that this Agreement constitutes
      a
      legal, valid and binding obligation of such Purchaser. The execution and
      delivery of this Agreement will not violate or be in conflict with any order,
      judgment, injunction, agreement or controlling document to which the Purchaser
      is a party or by which it is bound.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (q) The
      Purchaser had the opportunity to obtain any additional information, to the
      extent the Company or WaferGen had such information in its possession or could
      acquire it without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Memorandum and all documents
      received or reviewed in connection with the purchase of the Units and the
      opportunity to have representatives of the Company or WaferGen provide it with
      such additional information regarding the terms and conditions of this
      particular investment and the financial condition, results of operations,
      business and prospects of the Company or WaferGen deemed relevant by the
      Purchaser and all such requested information, to the extent the Company or
      WaferGen had such information in its possession or could acquire it without
      unreasonable effort or expense, has been provided to Purchaser to its full
      satisfaction.

     

    (r) The
      Purchaser represents to the Company that any information which the undersigned
      has heretofore furnished or furnishes herewith to the Company is complete and
      accurate and may be relied upon by the Company in determining the availability
      of an exemption from registration under Federal and state securities laws in
      connection with the offering of Units as described in the Memorandum. The
      Purchaser further represents and warrants that he will notify and supply
      corrective information to the Company immediately upon the occurrence of any
      change therein occurring prior to the Company's issuance of the
      Securities.

     

    (s) The
      Purchaser has a sufficient net worth to sustain a loss of its entire investment
      in the Company in the event such a loss should occur. The Purchaser’s overall
      commitment to investments which are not readily marketable is not excessive
      in
      view of its net worth and financial circumstances and the purchase of the Units
      will not cause such commitment to become excessive. The investment is a suitable
      one for the Purchaser.

     

    (t) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Purchaser in connection with the offering of the Units or
      as
      to the Company or WaferGen, which are in any way inconsistent with the
      information contained in the Memorandum.

     

    (u) THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT,
      OR
      THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE
      ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
      RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
      EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO
      REGISTRATION OR EXEMPTION THEREFROM. ALTHOUGH THE COMPANY HAS AN OBLIGATION
      TO
      REGISTER THE SHARES FOR RESALE, THERE CAN BE NO ASSURANCE THAT SUCH REGISTRATION
      WILL BE COMPLETED WITHIN THE TIME FRAMES REQUIRED, OR AT ALL. THE UNITS,
      INCLUDING THE SECURITIES, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
      COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
      NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
      OF
      THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION
      TO THE CONTRARY IS UNLAWFUL.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (v) (For
      ERISA plans only)
      The
      fiduciary of the ERISA plan represents that such fiduciary has been informed
      of
      and understands the Company’s investment objectives, policies and strategies,
      and that the decision to invest “plan assets” (as such term is defined in ERISA)
      in the Company is consistent with the provisions of ERISA that require
      diversification of plan assets and impose other fiduciary responsibilities.
      The
      Purchaser fiduciary or Plan (a) is responsible for the decision to invest in
      the
      Company; (b) is independent of the Company or any of its affiliates; (c) is
      qualified to make such investment decision; and (d) in making such decision,
      the
      Purchaser fiduciary or Plan has not relied primarily on any advice or
      recommendation of the Company or any of its affiliates.

     

    (w) The
      Purchaser should check the Office of Foreign Assets Control
      (“OFAC”)
      website at <http://www.treas.gov/ofac> before making the following
      representations.
      The
      Purchaser represents that the amounts invested by it in the Company in the
      Offering were not and are not directly or indirectly derived from activities
      that contravene federal, state or international laws and regulations, including
      anti-money laundering laws and regulations. Federal regulations and Executive
      Orders administered by OFAC prohibit, among other things, the engagement in
      transactions with, and the provision of services to, certain foreign countries,
      territories, entities and individuals. The lists of OFAC prohibited countries,
      territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by
      OFAC (the “OFAC
      Programs”)
      prohibit dealing with individuals1 
      or
      entities in certain countries regardless of whether such individuals or entities
      appear on the OFAC lists.

     

    (x) To
      the
      best of the Purchaser’s knowledge, none of: (1) the Purchaser, (2) any person
      controlling or controlled by the Purchaser, (3) if the Purchaser is a
      privately-held entity, any person having a beneficial interest in the Purchaser,
      or (4) any person for whom the Purchaser is acting as agent or nominee in
      connection with this investment is a country, territory, individual or entity
      named on an OFAC list, or a person or entity prohibited under the OFAC Programs.
      Please be advised that the Company may not accept any amounts from a prospective
      investor if such prospective investor cannot make the representation set forth
      in the preceding paragraph. The Purchaser agrees to promptly notify the Company
      should the Purchaser become aware of any change in the information set forth
      in
      these representations. The Purchaser understands and acknowledges that, by
      law,
      the Company may be obligated to “freeze the account” of the Purchaser, either by
      prohibiting additional subscriptions from the Purchaser, declining any
      redemption requests and/or segregating the assets in the account in compliance
      with governmental regulations. The Purchaser further acknowledges that the
      Company may, by written notice to the Purchaser, suspend the redemption rights,
      if any, of the Purchaser if the Company reasonably deems it necessary to do
      so
      to comply with anti-money laundering regulations applicable to the Company
      or
      any of the Company’s other service providers. These individuals include
      specially designated nationals, specially designated narcotics traffickers
      and
      other parties subject to OFAC sanctions and embargo programs.

     

    (y) To
      the
      best of the Purchaser’s knowledge, none of: (1) the Purchaser, (2) any person
      controlling or controlled by the Purchaser, (3) if the Purchaser is a
      privately-held entity, any person having a beneficial interest in the Purchaser,
      or (4) any person for whom the Purchaser is acting as agent or nominee in
      connection with this investment is a senior foreign political figure2 , or
      any
      immediate family3 
      member or
      close
      associate4  of
      a
      senior foreign political figure, as such terms are defined in the footnotes
      below.

     

    
      
        
          

        

        
          1 These
            individuals include specially designated nationals, specially designated
            narcotics traffickers and other parties subject to OFAC sanctions and
            embargo
            programs.

           

        

        
          2 A
“senior
            foreign political figure” is defined as a senior official in the executive,
            legislative, administrative, military or judicial branches of a foreign
            government (whether elected or not), a senior official of a major foreign
            political party, or a senior executive of a foreign government-owned
            corporation. In addition, a “senior foreign political figure” includes any
            corporation, business or other entity that has been formed by, or for
            the
            benefit of, a senior foreign political figure.

           

        

        
          
            3 “Immediate
              family” of a senior foreign political figure typically includes the figure’s
              parents, siblings, spouse, children and in-laws.

             

          

          
            4 A
“close
              associate” of a senior foreign political figure is a person who is widely and
              publicly known to maintain an unusually close relationship with the
              senior
              foreign political figure, and includes a person who is in a position
              to conduct
              substantial domestic and international financial transactions on behalf
              of the
              senior foreign political figure.

             

          

        

      

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (z) If
      the
      Purchaser is affiliated with a non-U.S. banking institution (a “Foreign
      Bank”),
      or if
      the Purchaser receives deposits from, makes payments on behalf of, or handles
      other financial transactions related to a Foreign Bank, the Purchaser represents
      and warrants to the Company that: (1) the Foreign Bank has a fixed address,
      other than solely an electronic address, in a country in which the Foreign
      Bank
      is authorized to conduct banking activities, (2) the Foreign Bank maintains
      operating records related to its banking activities, (3) the Foreign Bank is
      subject to inspection by the banking authority that licensed the Foreign Bank
      to
      conduct banking activities, and (4) the Foreign Bank does not provide banking
      services to any other Foreign Bank that does not have a physical presence in
      any
      country and that is not a regulated affiliate.

     

    5. Company
      Representations and Warranties. The
      Company and WaferGen hereby jointly and severally represent, warrant,
      acknowledge and agree as follows:

     

    (a) Subsidiaries.
      Except
      as set forth on Schedule 5(a), the Company and WaferGen have no direct or
      indirect subsidiaries.

     

    (b) Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise organized, validly existing
      and in good standing under the laws of the State of Nevada, with the requisite
      power and authority to own and use its properties and assets and to carry on
      its
      business as currently conducted. The Company is not in violation of any of
      the
      provisions of its Articles of Incorporation or By-Laws. WaferGen is an entity
      duly incorporated or otherwise organized, validly existing and in good standing
      under the laws of the State of Delaware, with the requisite power and authority
      to own and use its properties and assets and to carry on its business as
      currently conducted. WaferGen is not in violation of any of the provisions
      of
      its Certificate of Incorporation or By-Laws.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the Offering. The execution and delivery of this Agreement by the
      Company and the consummation by it of the transactions contemplated hereby
      have
      been duly authorized by all necessary action on the part of the Company and
      no
      further consent or action is required by the Company, other than the Required
      Approvals (as defined below). This Agreement, when executed and delivered in
      accordance with the terms hereof, will constitute the valid and binding
      obligation of the Company enforceable against the Company in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and general principles of equity.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the Offering do not and will not: (i) conflict
      with or violate any provision of the Company’s Articles of Incorporation or
      By-Laws, or (ii) subject to obtaining the Required Approvals (as defined below),
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice
      or
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company debt or otherwise) or other understanding
      to
      which the Company is a party or by which any material property or asset of
      the
      Company is bound or affected, or (iii) result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority as currently in effect to which the Company
      is
      subject (including federal and state securities laws and regulations), or by
      which any material property or asset of the Company is bound or affected; except
      in the case of each of clauses (ii) and (iii), such as could not, individually
      or in the aggregate (a) adversely affect the legality, validity or
      enforceability of the Offering, (b) have or result in a material adverse effect
      on the results of operations, assets, prospects, business or condition
      (financial or otherwise) of the Company, taken as a whole, or (c) adversely
      impair the Company's ability to perform fully on a timely basis its obligations
      under this Agreement (any of (a), (b) or (c), a “Material
      Adverse Effect”).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other Federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of this
      Agreement, other than (i) the filing with the Commission of the Registration
      Statement, (ii) the filing with the Commission of a Form D pursuant to
      Regulation D under the Securities Act and (iii) applicable Blue Sky filings
      (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Units.
      The
      Securities are duly authorized and, when issued and paid for in accordance
      with
      this Agreement, will be duly and validly issued, fully paid and nonassessable,
      free and clear of all liens. The Securities conform to the description contained
      in the Memorandum. Assuming the accuracy of the Purchaser's representations
      and
      warranties set forth in Section 4, no registration under the Securities Act
      is
      required for the offer and sale of the Units, including the Securities, by
      the
      Company to the Purchaser as contemplated hereby. No stockholder approval is
      required for the Company to fulfill its obligations pursuant to this
      Offering.

     

    (g) Capitalization.
      The
      number of shares and type of all authorized, issued and outstanding capital
      stock of the Company and of WaferGen are as set forth in the Memorandum. No
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the Offering. Except as a result of
      the
      purchase and sale of the Units, including the Securities, which may be issued
      in
      connection with this Offering and, except as described in the Memorandum
      (including the financial statements thereto), there are no outstanding options,
      warrants, script rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or shares, rights or obligations convertible into or
      exchangeable for, or giving any Person any right to subscribe for or acquire,
      any shares of Common Stock, or contracts, commitments, understandings or
      arrangements by which the Company is or may become bound to issue additional
      shares of Common Stock or rights convertible or exchangeable into shares of
      Common Stock. Except for certain outstanding options and warrants to purchase
      shares of Common Stock (which options and warrants are fully described in the
      Memorandum) and as otherwise described in the Memorandum, the issuance and
      sale
      of the Units, including the Securities, will not obligate the Company to issue
      shares of Common Stock or other securities to any Person (other than the
      Purchaser and other purchasers in the Offering) and will not result in a right
      of any holder of Company equity to adjust the exercise, conversion, exchange
      or
      reset price under such securities.

     

    (h) Financial
      Statements.
      The
      financial statements of WaferGen and the Company included in the Memorandum
      or
      publicly filed with the Commission pursuant to the Securities Act or the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      have
      been prepared in accordance with generally accepted accounting principles
      applied on a consistent basis during the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto (and that the unaudited financial statements omit notes and normal
      year-end adjustments), and fairly present in all material respects the financial
      position of WaferGen and the Company as of and for the dates thereof and the
      results of operations and cash flows for the periods then ended.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (i) Material
      Changes.
      Except
      for the proposed Offering or as otherwise described in or contemplated by the
      Memorandum, since the date of the latest financial statements included in the
      Memorandum or publicly filed with the Commission pursuant to the Securities
      Act
      or the Exchange Act: (i) there has been no event, occurrence or development
      that
      has had a Material Adverse Effect, (ii) WaferGen and the Company have not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables
      and accrued expenses incurred in the ordinary course of business consistent
      with
      past practice, and (B) liabilities not required to be reflected in WaferGen’s or
      the Company’s financial statements pursuant to GAAP or required to be disclosed
      in filings made with the Commission, (iii) WaferGen and the Company have not
      altered their methods of accounting or changed their auditors, (iv) WaferGen
      and
      the Company have not declared or made any dividend or distribution of cash
      or
      other property to their stockholders except in the ordinary course of business
      consistent with prior practice, or purchased, redeemed or made any agreements
      to
      purchase or redeem any shares of its capital stock except consistent with prior
      practice or pursuant to existing WaferGen or Company stock option or similar
      plans, and (v) neither WaferGen nor the Company has issued any equity shares
      to
      any officer, director or affiliate, except pursuant to existing WaferGen or
      Company stock option or similar plans.

     

    (j) Litigation.
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of WaferGen or the Company, threatened against
      or
      affecting WaferGen or the Company or its properties before or by any court,
      arbitrator, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) (collectively, an “Action”)
      which:
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      this Agreement or the Offering or (ii) would, if there were an unfavorable
      decision, individually or in the aggregate, have or reasonably be expected
      to
      result in a Material Adverse Effect with respect to either company. WaferGen
      and
      the Company are not nor have they ever been the subject of any Action involving
      a claim of violation of or liability under Federal or state securities laws.
      There has not been, and to the knowledge of WaferGen or the Company, there
      is
      not pending or contemplated, any investigation by the Commission involving
      WaferGen or the Company. 

     

    (k) Compliance.
      Except
      as disclosed in the Memorandum, neither WaferGen nor the Company is: (i) in
      default under or in violation of (and no event has occurred that has not been
      waived that, with notice or lapse of time or both, would result in a default
      by
      WaferGen or the Company under), nor has WaferGen or the Company received notice
      of a claim that it is in default under or that it is in violation of, any
      material indenture, loan or credit agreement or any other material agreement
      or
      instrument to which it is a party or by which it or any of its properties is
      bound (whether or not such default or violation has been waived), which default
      or violation would have or result in a Material Adverse Effect with respect
      to
      either company, (ii) in violation of any order of any court, arbitrator or
      governmental body, or (iii) or has not been in violation of any statute, rule
      or
      regulation of any governmental authority, except in each case as would not,
      individually or in the aggregate, have or result in a Material Adverse Effect
      with respect to either company.

     

    (l) Regulatory
      Permits.
      Except
      as otherwise described in the Memorandum, WaferGen and the Company possess
      or
      have applied for all certificates, authorizations and permits issued by the
      appropriate federal, state, local or foreign regulatory authorities necessary
      to
      conduct their business as described in the Memorandum, except where the failure
      to possess such permits would not, individually or in the aggregate, have a
      Material Adverse Effect (“Material
      Permits”),
      and
      neither WaferGen nor the Company has received any notice of proceedings relating
      to the revocation or modification of any Material Permit.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (m) Lack
      of Publicity.
      None of
      WaferGen, the Company, its subsidiaries or any person acting on its or their
      behalf have engaged or will engage in any form of general solicitation or
      general advertising as those terms are used in Regulation D under the Securities
      Act in the United States with respect to the Units, including, without
      limitation, any article, notice, advertisement or other communication published
      in any newspaper, magazine or similar media or broadcast over television or
      radio, regarding the Offering, nor did any such person sponsor any seminar
      or
      meeting to which potential investors were invited by, or any solicitation of
      a
      subscription by, a person not previously known to such investor in connection
      with investments in the Units, including the Securities, generally.


     

    (n) Disclosure.
      The
      disclosure provided to the Purchaser regarding WaferGen, the Company, their
      businesses and the transactions contemplated hereby, furnished by or on behalf
      of WaferGen or the Company, including the Memorandum, does not contain any
      untrue statement of a material fact or omit to state any material fact necessary
      in order to make the statements made therein, in light of the circumstances
      under which they were made, not misleading. 

     

    6. Covenants
      of the Purchaser and the Company.

     

    (a) Transfer
      Restrictions.

     

    (1) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of such securities (or hedging
      activities involving such securities) other than pursuant to an effective
      registration statement or Rule 144, to the Company or to an affiliate of a
      Purchaser or in connection with a pledge as contemplated below, the Company
      may
      require the transferor thereof to provide to the Company an opinion of counsel
      selected by the transferor and reasonably acceptable to the Company, the form
      and substance of which opinion shall be reasonably satisfactory to the Company,
      to the effect that such transfer does not require registration of such
      transferred Securities under the Securities Act. As a condition of transfer,
      any
      such transferee shall agree in writing to be bound by the terms of this
      Agreement and shall have the rights of a Purchaser under this Agreement and
      the
      Registration Rights Agreement.

     

    (2) The
      Purchaser agrees to the imprinting, so long as is required by this Section
      6(a),
      of a legend on any of the Securities in the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. ADDITIONALLY, HEDGING TRANSACTIONS IN RESPECT OF THESE SECURITIES
      MUST
      BE EFFECTED IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
      INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
      SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (3) The
      Company acknowledges and agrees that a Purchaser may from time to time pledge
      pursuant to a bona fide margin agreement with a registered broker-dealer or
      grant a security interest in some or all of the Securities to a financial
      institution that is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act and who agrees to be bound by the provisions of this Agreement
      and the Registration Rights Agreement and, if required under the terms of such
      arrangement, such Purchaser may transfer pledged or secured Securities to the
      pledgees or secured parties. Such a pledge or transfer would not be subject
      to
      approval of the Company and no legal opinion of legal counsel of the pledgee,
      secured party or pledgor shall be required in connection therewith. Further,
      no
      notice shall be required of such pledge. At the appropriate Purchaser’s expense,
      the Company will execute and deliver such reasonable documentation as a pledgee
      or secured party of Securities may reasonably request in connection with a
      pledge or transfer of the Securities, including, if the Securities are subject
      to registration pursuant to the Registration Rights Agreement, the preparation
      and filing of any required prospectus supplement under Rule 424(b)(3) under
      the
      Securities Act or other applicable provision of the Securities Act to
      appropriately amend the list of selling stockholders thereunder.

     

    (4) Certificates
      evidencing the Securities shall not contain any legend (including the legend
      set
      forth in Section 6(a)(2)): (i) following the resale of such Securities pursuant
      to an effective registration statement under the Securities Act (including,
      with
      respect to the Shares only, the Registration Statement) covering the resale
      of
      such Securities, or (ii) following any resale of such Securities pursuant to
      Rule 144, or (iii) if such Securities are eligible for resale under Rule 144(k),
      or (iv) if such legend is not required under applicable requirements of the
      Securities Act (including judicial interpretations and pronouncements issued
      by
      the Staff of the Commission). Promptly following the Effective Date, subject
      to
      compliance with applicable law, the Company shall cause its counsel to issue
      a
      legal opinion to the Company’s transfer agent to the effect that (A) resale of
      the Securities has been registered under the Securities Act and (B) the
      Securities may be transferred pursuant to such registration statement and
      certificates representing such transferred shares should not contain a legend
      restricting future transfers (although residual certificates issued to such
      holder of Securities shall contain a restrictive legend). The Company agrees
      that following the time when a legend is no longer required under this Section
      6(a)(4), it will, no later than three (3) Trading Days following the delivery
      by
      a Purchaser to the Company or the Company's transfer agent of a certificate
      representing Securities issued with a restrictive legend (such date, the
“Legend
      Removal Date”),
      deliver or cause to be delivered to such Purchaser’s transferee, a certificate
      representing such Securities that is free from all restrictive and other
      legends. The Company may not make any notation on its records or give
      instructions to any transfer agent of the Company that enlarge the restrictions
      on transfer set forth in this Section. Notwithstanding anything to the contrary
      contained herein, the Company shall not be required to effect a removal of
      a
      restrictive legend to the extent such legend is required under applicable
      requirements of the Securities Act, including any rule of the Commission
      promulgated thereunder, and judicial interpretations thereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (5) Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      the
      removal of the restrictive legend from certificates representing Securities
      as
      set forth in this Section 6(a) is predicated upon the Company’s reliance that
      the Purchaser will sell any Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom. 

     

    (b) Furnishing
      of Information.
      As long
      as any Purchaser owns Securities and is eligible to transfer the such Securities
      under Rule 144, if the Company is not required to file reports pursuant to
      the
      Exchange Act, it will prepare and furnish to each Purchaser and make publicly
      available in accordance with Rule 144(c) such information as is required for
      each Purchaser to sell the Securities under Rule 144. The Company further
      covenants that it will take such further action as any holder of Securities
      may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell such Securities without registration under the Securities Act
      within the limitation of the exemptions provided by Rule 144.

     

    (c) Integration.
      The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Units, including
      the
      Securities, in a manner that would require the registration under the Securities
      Act of the sale of the Units, including the Securities, to the
      Purchasers.

     

    (d) Shareholders
      Rights Plan.
      No
      claim will be made or enforced by the Company or, to the knowledge of the
      Company, any other Person that any Purchaser is an “Acquiring
      Person”
under
      any shareholders rights plan or similar plan or arrangement in effect or
      hereafter adopted by the Company, or that any Purchaser could be deemed to
      trigger the provisions of any such plan or arrangement, by virtue of receiving
      Securities under the Transaction Documents or under any other agreement between
      the Company and the Purchasers. The Company is not, and is not an Affiliate
      of,
      and immediately after receipt of payment for the Units, will not be or be an
      Affiliate of, an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended. The Company shall conduct its business in
      a
      manner so that it will not become subject to registration under such
      Act.

     

    (e) Non-Public
      Information.
      The
      Company covenants and agrees that following the Effective Date neither it nor
      any other Person acting on its behalf will provide any Purchaser or its agents
      or counsel with any information that the Company believes constitutes material
      non-public information, unless prior thereto such Purchaser shall have executed
      a written agreement regarding the confidentiality and use of such information.
      The Company understands and confirms that each Purchaser shall be relying on
      the
      foregoing representations in effecting transactions in securities of the
      Company. The foregoing shall not apply to any notice required to be given to
      a
      Purchaser pursuant to the terms of the Registration Rights Agreement.


     

    (f) Disclosure;
      Publicity.
      No
      Purchaser shall issue any press release or otherwise make any public statement
      with respect to the transactions contemplated hereby without the prior consent
      of the Company, except if such disclosure is required by law, in which case
      the
      Purchaser shall promptly provide the Company with prior written notice of such
      public statement or communication. The Company shall not publicly disclose
      the
      name of any Purchaser, or include the name of any Purchaser in any filing with
      the Commission or any regulatory agency or Trading Market, without the prior
      written consent of such Purchaser, except (i) as required by federal securities
      and (ii) to the extent such disclosure is required by law or Trading Market
      regulations, in which case the Company shall provide the Purchasers with prior
      notice of such disclosure permitted under subclause (i) or (ii).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (g) Indemnification
      of Purchasers.
      Subject
      to the provisions of this Section 6(g), the Company will indemnify and hold
      the
      Purchasers and their directors, officers, shareholders, partners, employees
      and
      agents (each, a “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any such Purchaser Party may suffer or incur as a result
      of
      or relating to (i) any breach of any of the representations, warranties,
      covenants or agreements made by the Company in this Agreement or in the other
      Transaction Documents or (ii) any action instituted against a Purchaser, or
      any
      of them or their respective Affiliates, by any stockholder of the Company who
      is
      not an Affiliate of such Purchaser, with respect to any of the transactions
      contemplated by the Transaction Documents (unless such action is based upon
      a
      breach of such Purchaser’s representation, warranties or covenants under the
      Transaction Documents or any agreements or understandings such Purchaser may
      have with any such stockholder or any violations by the Purchaser of state
      or
      federal securities laws). If any action shall be brought against any Purchaser
      Party in respect of which indemnity may be sought pursuant to this Agreement,
      such Purchaser Party shall promptly notify the Company in writing, and the
      Company shall have the right to assume the defense thereof with counsel of
      its
      own choosing. Any Purchaser Party shall have the right to employ separate
      counsel in any such action and participate in the defense thereof, but the
      fees
      and expenses of such counsel shall be at the expense of such Purchaser Party
      except to the extent that (A) the employment thereof has been specifically
      authorized by the Company in writing; (B) the Company has failed after a
      reasonable period of time to assume such defense and to employ counsel or (C)
      in
      such action there is, in the reasonable opinion of such separate counsel, a
      material conflict on any material issue between the position of the Company
      and
      the position of such Purchaser Party. The Company will not be liable to any
      Purchaser Party under this Agreement (I) for any settlement by a Purchaser
      Party
      effected without the Company’s prior written consent, which shall not be
      unreasonably withheld, conditioned or delayed; or (II) to the extent, but only
      to the extent that a loss, claim, damage or liability is attributable to any
      Purchaser Party’s breach of any of the representations, warranties, covenants or
      agreements made by the Purchasers in this Agreement or in the other Transaction
      Documents.

     

    (h) Equal
      Treatment of Purchasers.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. For clarification purposes, this provision constitutes
      a
      separate right granted to each Purchaser by the Company and negotiated
      separately by each Purchaser, and is intended to treat the Purchasers as a
      class
      and shall not in any way be construed as the Purchasers acting in concert or
      as
      a group with respect to the purchase, disposition or voting of Securities or
      otherwise.

     

    (i) Future
      Financings.
      From
      the date hereof until ninety (90) days after the Effective Date, other than
      as
      contemplated by this Agreement, neither the Company nor any Subsidiary (with
      respect to Common Stock Equivalents) shall issue or sell any Common Stock or
      Common Stock Equivalents entitling any Person to acquire shares of Common Stock
      except for (i) an Exempt Issuance or (ii) if the consent of two-thirds of the
      holders of Registrable Securities (as defined in the Registration Rights
      Agreement) is obtained. Notwithstanding anything herein to the contrary, the
      fifteen (15) day period set forth in this Section 6(i) shall be extended for
      the
      number of Trading Days during such period in which, following the Effective
      Date, the Registration Statement is not effective or the prospectus included
      in
      the Registration Statement may not be used by each Purchaser for the resale
      of
      the Shares. In addition to the limitations set forth herein, from the date
      hereof until one hundred eighty (180) days following the Effective Date, the
      Company shall be prohibited from effecting or entering into a “Variable
      Rate Transaction”
(as
      defined below). The term “Variable
      Rate Transaction”
shall
      mean a transaction in which the Company issues or sells any debt or equity
      securities that are convertible into, exchangeable or exercisable for, or
      include the right to receive additional shares of Common Stock either (A) at
      a
      conversion, exercise or exchange rate or other price that is based upon and/or
      varies with the trading prices of or quotations for the shares of Common Stock
      at any time after the initial issuance of such debt or equity securities, or
      (B)
      with a conversion, exercise or exchange price that is subject to being reset
      at
      some future date after the initial issuance of such debt or equity security
      or
      upon the occurrence of specified or contingent events directly or indirectly
      related to the business of the Company or the market for the Common
      Stock.

     

    
      
        
        

      

      
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    7. Definitions.
      In
      addition to the terms defined elsewhere in this Agreement: (i) capitalized
      terms
      that are not otherwise defined herein have the meanings given to such terms
      in
      the Memorandum (as defined herein), and (ii) the following terms have the
      meanings indicated in this Section 7:

     

    (a) “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 under the Securities Act. With
      respect to a Purchaser, any investment fund or managed account that is managed
      on a discretionary basis by the same investment manager as such Purchaser will
      be deemed to be an Affiliate of such Purchaser.

     

    (b) “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all conditions precedent to
      (i)
      each Purchaser’s obligations to pay the Subscription Amount have been satisfied
      or waived (ii) and the Company’s obligations to deliver the Securities have been
      satisfied or waived.

     

    (c) “Commission”
means
      the Securities and Exchange Commission.

     

    (d) “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock shall hereinafter been reclassified
      into.

     

    (e) “Common
      Stock Equivalents”
means
      any securities of the Company or any Subsidiary which would entitle the holder
      thereof to acquire at any time Common Stock, including without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    (f) “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    (g) “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      or
      directors of or consultants to the Company pursuant to any stock or option
      grant, stock option plan, employee stock purchase plan, restricted stock plan
      or
      other similar plan or agreement adopted by a majority of the non-employee
      members of the Board of Directors of the Company or a majority of the members
      of
      a committee of non-employee directors established for such purpose; (b)
      securities issued or issuable upon the exercise of or conversion of (i) any
      securities issued hereunder or to the Placement Agent in connection with the
      Offering or the Merger or (ii) convertible securities, options or warrants
      issued and outstanding on the date of this Agreement, provided that such
      securities have not been amended since the date of this Agreement to increase
      the number of such securities; (c) securities issued or issuable as a result
      of
      any stock split, combination, dividend, distribution, reclassification, exchange
      or substitution; (d) securities issued or issuable in connection with
      acquisitions by the Company, whether by merger, consolidation, sale of assets,
      sale or exchange of stock or otherwise; (e) securities issued (or issuable
      upon
      exercise of rights, options or warrants) granted or issued to persons or
      entities with whom the Company has business relationships, including under
      equipment leasing arrangements, bank or other institutional loans, strategic
      partnerships, acquisitions of companies or product lines or other arrangements
      or transactions wherein the principal purpose of the issuance of such shares
      (or
      rights, warrants or options) is not for the purpose of raising capital or to
      an
      entity whose primary business is investing in securities; or (f) securities
      issued in lieu of repayment of indebtedness outstanding on the date of this
      Agreement, at the then fair market value, not to exceed an aggregate of $250,000
      amount of such indebtedness; provided that in no event shall any securities
      or
      rights to acquire securities issued pursuant to clauses (a) or (f) prior to
      the
      90th
      day
      following the effectiveness of the Registration Statement contemplated by the
      Registration Rights Agreement be issued an a price less than the Per Unit
      Purchase Price.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (h) “Per
      Unit Purchase Price”
means
      $1.50 per Unit.

     

    (i) “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    (j) “Placement
      Agent”
means
      Rodman & Renshaw, LLC.

     

    (k) “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      each Purchaser, in the form of Exhibit
      B
      attached
      to the Memorandum.

     

    (l) “Subscription
      Amount”
shall
      mean, as to each Purchaser, the amount to be paid for the Units purchased
      hereunder as specified below such Purchaser's name on the signature page of
      this
      Agreement, in United States Dollars.

     

    (m) “Trading
      Day”
means
      a
      day on which the Trading Market on which the Common Stock is listed or quoted
      for trading is open. 

     

    (n) “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq Global Market, the Nasdaq Capital Market or the
      OTC
      Bulletin Board.

     

    (o) “Transaction
      Documents”
means
      this Agreement, the Memorandum, the Escrow Agreement, the Registration Rights
      Agreement and any other documents or agreements executed in connection with
      the
      transactions contemplated hereunder.

     

    8. Irrevocability;
      Binding Effect.
      The
      Purchaser hereby acknowledges and agrees that the subscription hereunder is
      irrevocable by the Purchaser, except as described in the Memorandum or as
      required by applicable law, and that this Agreement shall survive the death
      or
      disability of the Purchaser and shall be binding upon and inure to the benefit
      of the parties and their heirs, executors, administrators, successors, legal
      representatives and permitted assigns. If the Purchaser is more than one person,
      the obligations of the Purchaser hereunder shall be joint and several and the
      covenants, agreements, representations, warranties, and acknowledgments herein
      shall be deemed to be made by and be binding upon each such person and such
      person's heirs, executors, administrators, successors, legal representatives
      and
      permitted assigns.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    9. Modification.
      Neither
      this agreement nor any provision hereof may be waived, modified, amended or
      terminated except by a written agreement signed by the Company and the holders
      of a majority in interest of the Units, including the Securities (or any
      securities into which they are exchanged); provided that
      no
      waiver, modification, amendment or termination to the right of a Purchaser
      shall
      be made without the written consent of such Purchaser if it shall disadvantage
      the rights of such Purchaser disproportionately from the rights of the other
      Purchasers.

     

    10. Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested,
      sent by nationwide overnight courier or delivered against receipt to the party
      to whom it is to be given (a) if to the Company or WaferGen, at the addresses
      set forth above, or (b) if to the Purchaser, at the address set forth on the
      signature page hereof (or, in either case, to such other address as the party
      shall have furnished in writing in accordance with the provisions of this
      Section). Any notice or other communication given by certified mail shall be
      deemed given at the time that it is signed for by the recipient except for
      a
      notice changing a party's address which shall be deemed given at the time of
      receipt thereof. Any notice or other communication given by nationwide overnight
      courier shall be deemed given the next business day following being deposited
      with such courier.

     

    11. Assignability.
      This
      Agreement and the rights, interests and obligations hereunder are not
      transferable or assignable by the Purchaser and the transfer or assignment
      of
      the Securities shall be made only in accordance with all applicable
      laws.

     

    12. Applicable
      Law. All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each party hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting
      in
      the City of New York, Borough of Manhattan for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein (including with respect to the enforcement of any of the
      Transaction Documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper or inconvenient venue for such proceeding. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any manner permitted by law. The parties
      hereby waive all rights to a trial by jury. If either party shall commence
      an
      action or proceeding to enforce any provisions of the Transaction Documents,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such action or
      proceeding.

     

    13. Blue
      Sky Qualification.
      The
      purchase of Units, including the Securities, under this Agreement is expressly
      conditioned upon the exemption from qualification of the offer and sale of
      the
      Units, including the Securities, from applicable Federal and state securities
      laws. The Company shall not be required to qualify this transaction under the
      securities laws of any jurisdiction and, should qualification be necessary,
      the
      Company shall be released from any and all obligations to maintain its offer,
      and may rescind any sale contracted, in such jurisdiction.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    14. Use
      of Pronouns.
      All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, neuter, singular or plural as the identity of the person
      or
      persons referred to may require.

     

    15. Miscellaneous.

     

    (a) This
      Agreement and its exhibits and schedules constitutes the entire agreement
      between the Purchaser and the Company with respect to the subject matter hereof
      and supersedes all prior oral or written agreements and understandings, if
      any,
      relating to the subject matter hereof. The terms and provisions of this
      Agreement may be waived, or consent for the departure therefrom granted, only
      by
      a written document executed by the party entitled to the benefits of such terms
      or provisions. The
      parties acknowledge that the provisions of the
      Registration Rights Agreement
      provided with the Memorandum are incorporated by reference and made a part
      hereof.

     

    (b) The
      Purchaser's and the Company's covenants, agreements, representations and
      warranties made in this Agreement and the Memorandum shall survive the execution
      and delivery hereof and delivery of the Securities.

     

    (c) Each
      of
      the parties hereto shall pay its own fees and expenses (including the fees
      of
      any attorneys, accountants, appraisers or others engaged by such party) in
      connection with this Agreement and the transactions contemplated hereby whether
      or not the transactions contemplated hereby are consummated.

     

    (d) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     

    (e) Each
      provision of this Agreement shall be considered separable and, if for any reason
      any provision or provisions hereof are determined to be invalid or contrary
      to
      applicable law, such invalidity or illegality shall not impair the operation
      of
      or affect the remaining portions of this Agreement.

     

    (f) Section
      titles are for descriptive purposes only and shall not control or alter the
      meaning of this Agreement as set forth in the text.

     

    (g) The
      undersigned understands and acknowledges that there may be multiple Closings
      for
      the Offering.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Investor
      Certification

    


    NAME
      OF INVESTOR: __________________

    


    Initial
      or Check the appropriate item(s)

     

    US
      INVESTORS - The undersigned further represents and warrants as indicated below
      by the undersigned’s initials:

     

    
      	A.	
              Individual
                investors:
                (Please initial one or more of the following
                statements)

            


    

     

    
      	1.
               __	
              I
                certify that I am an accredited investor because I have had individual
                income (exclusive of any income earned by my spouse) of more than
                $200,000
                in each of the most recent two years and I reasonably expect to have
                an
                individual income in excess of $200,000 for the current
                year.

            


    

     

    
      	2. 
              __	
              I
                certify that I am an accredited investor because I have had joint
                income
                with my spouse in excess of $300,000 in each of the most recent two
                years
                and reasonably expect to have joint income with my spouse in excess
                of
                $300,000 for the current year.

            


    

     

    
      	3. 
              __	
              I
                certify that I am an accredited investor because I have an individual
                net
                worth, or my spouse and I have a joint net worth, in excess of
                $1,000,000.

            


    

     

    
      	4. 
              __	
              I
                am a director or executive officer of WaferGen Bio-systems,
                Inc.

            


    

     

    
      	5.
               __	
              I
                have individual net worth or my spouse and I have joint net worth
                of over
                $5,000,000.

            


    

     

    
      	
              B.

            	
              Partnerships,
                corporations, trusts or other entities:
                (Please initial one of the following seven statements). The undersigned
                hereby certifies that it is an accredited investor because it
                is:

            


    

     

    
      	
              1.
                 __

            	
              an
                employee benefit plan whose total assets exceed
                $5,000,000;

            


    

     

    
      	
              2.
                 __

            	
              an
                employee benefit plan whose investments decisions are made by a plan
                fiduciary which is either a bank, savings and loan association or
                an
                insurance company (as defined in Section 3(a) of the Securities Act)
                or an
                investment adviser registered as such under the Investment Advisers
                Act of
                1940;

            


    

     

    
      	
              3.
                 __

            	
              a
                self-directed employee benefit plan, including an Individual Retirement
                Account, with investment decisions made solely by persons that are
                accredited investors;

            


    

     

    
      	
              4.
                 __

            	
              an
                organization described in Section 501(c)(3) of the Internal Revenue
                Code
                of 1986, as amended, not formed for the specific purpose of acquiring
                the
                Units, with total assets in excess of
                $5,000,000;

            


    

     

    
      	
              5. 
                __

            	
              a
                corporation, partnership, limited liability company, limited liability
                partnership, other entity or similar business trust, not formed for
                the
                specific purpose of acquiring the Units, with total assets excess
                of
                $5,000,000;

            


    

     

    
      	
              6. 
                __

            	
              a
                trust, not formed for the specific purpose of acquiring the Units,
                with
                total assets exceed $5,000,000, whose purchase is directed by a person
                who
                has such knowledge and experience in financial and business matters
                that
                he is capable of evaluating the merits and risks of an investment
                in the
                Units; or

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              7. 
                __

            	
              an
                entity (including a revocable grantor trust but other than a conventional
                trust) in which each of the equity owners qualifies as an accredited
                investor.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    WaferGen
      Bio-systems, Inc.

    SIGNATURE
      PAGE TO

    SUBSCRIPTION
      AGREEMENT

     

    EXECUTION
      OF THIS AGREEMENT BY ANY PURCHASER SHALL ALSO BE DEEMED TO CONSTITUTE EXECUTION
      BY SUCH PURCHASER OF THE REGISTRATION RIGHTS AGREEMENT ANNEXED TO THE
      MEMORANDUM.

     

    (NOTE:
      to
      be completed by subscriber):

    


    Purchaser
      hereby elects to subscribe under the Subscription Agreement for a total of
      $__________ of Units.

    


    Date:
      _______________, 2007.

    


    If
      the
      purchaser is an INDIVIDUAL, or if the purchasers are INDIVIDUALS who have
      purchased as JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as
      TENANTS IN COMMON, or as COMMUNITY PROPERTY:

    


    
      	
               

              ___________________________

              Print
                Names(s)

            	
               

              ___________________________

              Social
                Security Number(s)

            
	
               

              ___________________________

              Signature(s)
                of Investor(s)

            	
               

              ___________________________

              Joint
                Signature

            
	
               

               

              ___________________________

              Address

            	
               

              ___________________________

              Date

            


    

    


    If
      the
      purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or
      LIMITED LIABILITY PARTNERSHIP:

    


    
      	
              ___________________________

              Name
                of Partnership, Corporation,

              Trust,
                Limited Liability Company

              or
                Limited Liability Partnership

               

              Address:

               

               

            	
              ___________________________

              Federal
                Taxpayer

              Identification
                Number

            
	
               

              By:___________________________

            	
               

              ___________________________

            
	
              Name:
                ________________________

            	
              State
                of Organization

            
	
              Title:________________________

            	 


    

     

    Company
      Signature Page Follows

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    THE
      FOREGOING SUBSCRIPTION IS ACCEPTED AND AGREED TO this _____ day of _________
      2007 with respect to _____________ Units.

     

    WAFERGEN
      BIO-SYSTEMS, INC.

    


    
      	 	 	 	 
	By:	 	 	
            
	
              
                
Name:


            	 	 	
            
	
              Title:

            	 	 	
            


    

     

    
      Company
        Signature Page to Subscription Agreement

       

    

    
      
        
        

      

      
        2