8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 14, 2010

WaferGen Bio-systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-136424	90-0416683
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7400 Paseo Padre Parkway Fremont, CA 94555	94555
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 651-4450

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On December 14, 2010, WaferGen Bio-systems, Inc. (the “Company”) and the Company’s subsidiary, WaferGen Bio-systems (M) Sdn. Bhd. (the “Malaysian Subsidiary”), entered into a subscription agreement with Malaysian Technology Development Corporation Sdn. Bhd. (the “Investor”) pursuant to which the Malaysian Subsidiary has agreed, in a private placement, to sell 3,233,734 shares of Series C redeemable convertible preference shares to the Investor at an initial closing at a price of approximately US$1.55 per share and to grant the Investor an option to purchase 1,077,911 shares of Series C redeemable convertible preference shares at a subsequent closing at a price of approximately US$2.32 per share.  The aggregate purchase price for the preferred shares to be acquired at the initial closing is approximately US$5 million and the aggregate purchase price for the preferred shares that may be acquired at the subsequent closing is approximately US$2.5 million.  The initial closing of the private placement is expected to occur by the end of December 2010.  The proceeds from the private placement will be used for general working capital purposes, including for the broad commercialization of the WaferGen SmartChip Real-Time PCR system.

 The holders of the preferred shares will have a put right to cause the Company to exchange their preferred shares for shares of common stock of the Company at one-to-one ratio at any time prior to the one year anniversary of the date of issuance of the preferred shares, at which time all preferred shares that have not already been exchanged for shares of common stock of the Company shall be automatically exchanged for shares of common stock of the Company at a one-to-one ratio.

The foregoing summary of the terms of the subscription agreement, the preferred shares and the put rights do not purport to be complete and are qualified in their entirety by the subscription agreement, the put agreement and the shareholders’ agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description
10.1	Share Subscription Agreement, dated December 14, 2010, by and among WaferGen Bio-systems, Inc., WaferGen Biosystems (M) Sdn. Bhd. and Malaysian Technology Development Corporation Sdn. Bhd.
10.2	Put Agreement, dated December 14, 2010, by and between WaferGen Bio-systems, Inc. and Malaysian Technology Development Corporation Sdn. Bhd.
10.3	Amended and Restated Shareholders’ Agreement, dated December 14, 2010, by and among WaferGen Bio-systems, Inc., WaferGen Biosystems (M) Sdn. Bhd., Malaysian Technology Development Corporation Sdn. Bhd. and Prima Mahawangsa Sdn. Bhd.
99.1	Press release issued by the Company on December 15, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WaferGen Bio-systems, Inc.
Date: December 15, 2010	By:	/s/ Alnoor Shivji
		Alnoor Shivji
		Chairman, President and Chief Executive Officer

EX-10.1

Dated December 14, 2010

Between

Wafergen Bio-Systems Inc

and

Malaysian Technology Development Corporation Sdn Bhd

and

Wafergen Biosystems (M) Sdn Bhd

Share Subscription

Agreement

Proposed subscription of shares in Wafergen

Biosystems (M) Sdn Bhd

Series C Share Subscription Agreement|

Contents

Recitals		1
1	Definitions and Interpretations	2
	1.1Definitions	2
	1.2        Interpretation	4
2.	Conditions	4
	2.1        Conditions Precedent	4
	2.2        Non-fulfillment	5
3.	Share Capital	5
	3.1        Subscription for Preference Shares	5
4.	Subscription Completion Date	5
4A.	Utilisation of Funds	6
5.	Undertakings, Warranties and Representations by the Parties	6
6	Put Options	7
	6.1        Investor’s Put Right for shares in the Existing Shareholder	7
	6.2        Investor’s Put Option for Series C RCPS	7
7.	Previous Agreements and Prevalence of Agreement	8
8.	Remedy on an Event of Default	8
9.	Confidentiality	9
10.	Further Assurance	9
11.	Remedies	9
12.	Waiver and Variation	9
	12.1Rights not affected	9
	12.2Cumulative rights and remedies	9
	12.3Variation	10
13.	Severability	10
14.	Continuing Effect	10
15.	Time	10
16.	Legal Relationship	10
17.	Costs and Expenses	10
18.	Assignment; Successors	10
	18.1Assignment	10
	18.2Successors and assigns	10
19.	Notices	11
20.	Entire agreement	12
21.	Counterparts	12
22.	Governing Law and Jurisdiction	12
SCHEDULE 1		13
	1.Subscription Price and par value	13
	2.Premium	13
	3.Dividend Provision	13

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	4.Liquidation Preference	13
	5.Conversion	13
	6.[Deleted]	14
	7.Redemption Rights	14
	8.Voting Rights	14
	9.Protective Provisions	14
	10.No Variation	15
SCHEDULE 2		16
	1.Representations and Warranties by the Investor	16
	2.Representations and Warranties by the Existing Shareholder and the Company	16
SCHEDULE 3		18

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Series C Share Subscription Agreement|

This Agreement is made on  December 14, 2010 between:

(1) Wafergen Bio-Systems, Inc (WGBS.OB), a Nevada USA incorporated company with a registered address and place of business at 7400 Paseo Padre Parkway, Fremont, CA 94555, USA (“Existing Shareholder”);

and

(2) Malaysian Technology Development Corporation Sdn Bhd (Company No 235796-U), a company incorporated in Malaysia with a registered address at Level 8, Menara Yayasan Tun Razak, Jalan Bukit Bintang, 55100 Kuala Lumpur (“MTDC” or“Investor”);

and

(3) Wafergen Biosystems (M) Sdn Bhd  (Company No 795066-H), a company incorporated in Malaysia with a registered address at Suite 2-1, 2nd Floor, Menara Penang Garden, 42A, Jalan Sultan Ahmad Shah, 10050 Penang (“Company”).

Recitals

(A) The Company is a private company limited by shares incorporated under the laws of Malaysia and has at the date of this Agreement an authorised share capital of RM10,000,000 divided into 8,000,000 ordinary shares of RM1.00 each and 200,000,000 redeemable convertible preference shares of RM0.01 each.

(B) The Existing Shareholder is the legal and beneficial owner of the 300,000 ordinary shares of RM1.00 each in the Company, representing 100% of the issued and paid-up ordinary share capital of the Company.

(C) The Existing Shareholder, the Company and MTDC have entered into a Share Subscription and Shareholders’ Agreement dated 8 May 2008 (“SSSA”) where MTDC agreed to subscribe for 888,888 Series A Redeemable Convertible Preference Shares (“Series A RCPS”) in the Company, pursuant to the terms and conditions in the SSSA. MTDC is, as at the date of this Agreement, the legal and beneficial owner of 888,888 Series A RCPS in the Company.

(D) The Existing Shareholder, the Company, Prima Mahawangsa Sdn Bhd (“PMSB”) and Expedient Equity Ventures Sdn Bhd (“EEV”) have entered into a Share Subscription Agreement (“Subscription Agreement”) and Deed of Adherence (“DA”) both dated 3 April 2009 where PMSB agreed to subscribe for 444,444 Series B Redeemable Convertible Preference Shares (“Series B RCPS”) in the Company and EEV agreed to subscribe for 222,222 Series B RCPS, pursuant to the terms and conditions in the Subscription Agreement and DA.

 (E) The Existing Shareholder, the Company and Kumpulan Modal Perdana Sdn Bhd (“KMP”) have entered into a Share Subscription Agreement and Deed of Adherence both dated 1 July 2009 where KMP agreed to subscribe for 188,057Series B RCPS pursuant to the terms and conditions in the Share Subscription Agreement and Deed of Adherence both dated 1 July 2009.

(F) Pursuant to certain put agreements entered into with the Existing Shareholder, EEV and KMP have exercised their right to exchange the Series B RCPS held by them for shares in the Existing Shareholder and as at the date of this Agreement, the Series B RCPS shareholding in the Company is as follows:

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PMSB	444,444
Existing Shareholder	410,279

(G) The Existing Shareholder and the Company intend to raise a further USD 7,500,000 in multiple tranches.

(H) The Existing Shareholder and the Company have invited MTDC, PMSB, EEV and KMP to participate in the subscription of the Series C Redeemable Convertible Preference Shares (“Series C RCPS”). PMSB, EEV and KMP have declined to subscribe for the Series C RCPS whereas MTDC has agreed to subscribe for the Series C RCPS upon the terms and subject to the conditions set out in this Agreement.

(I) The Existing Shareholder, the Company, MTDC and PMSB have entered into an amended and restated shareholders agreement simultaneously with this Agreement in place of the SSSA which will be terminated.

It is agreed as follows:

1 Definitions and Interpretations

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Act	means the Companies Act 1965;
Articles	means the articles of association of the Company;
Board	means the board of directors of the Company;
Conversion Shares	means the Shares resulting from the conversion of the RCPS, such Conversion Shares to rank pari passu in all respects with all other then existing Shares, and “Conversion Share” means one of the Conversion Shares;
Encumbrance	means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, right of first refusal, pre-emption right, option, preferential right or trust arrangement or other security arrangement or agreement  conferring a right to a priority of payment;
Initial Closing	means completion of the subscription by MTDC of the relevant Tranche A Shares in accordance with Clauses 3 and 4 within fourteen (14) days from the date of this Agreement;

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Initial Closing Date	means fourteen (14) days from the date of this Agreement or such later date as MTDC, the Existing Shareholder and the Company may mutually agree on;
Initial Subscription Price	means the Ringgit Malaysia equivalent to USD1.5462 calculated at the prevailing exchange rate on the date payment of the Initial Subscription Price is effected, payable by MTDC for each Series C RCPS under this Agreement, out of which RM0.01 is to be paid towards the par value of each Series C RCPS and the difference between the Initial Subscription Price and the par value of RM0.01 (constituting the subscription premium) is to be credited to the share premium account of the Company;
Parties	means the Existing Shareholder, MTDC and the Company, and “Party” refers to any one (1) of them;
RCPS	means the Series A RCPS and/or the Series B RCPS and/or Series C RCPS;
Series C RCPS	means Series C Redeemable Convertible Preference Shares of the Company with principal terms as set out in Schedule 1 of this Agreement;
Shares	means ordinary shares of RM1.00 each in the share capital of the Company, and “Share” refers to any one (1) of them;
Subscription Notice	means the subscription notice to be issued by the Company to MTDC from time to time in accordance with this Agreement in the form as annexed herewith in Schedule 3;
Subsequent Closing	means completion of the subscription by MTDC of the relevant Tranche B Shares in accordance with Clauses 3 and 4 within thirty six (36) months from the Initial Closing Date;
Subsequent Closing Date	means within thirty six (36) months from the Initial Closing Date;
Subsequent Subscription Price	means the Ringgit Malaysia equivalent to USD2.3193 calculated at the prevailing exchange rate on the date payment of the Subsequent Subscription Price is effected, payable by MTDC for each Series C RCPS under this Agreement, out of which RM0.01 is to be paid towards the par value of each Series C RCPS and the difference between the Subsequent Subscription Price and the par value of RM0.01 (constituting the subscription premium) is to be credited to the share premium account of the Company;

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Tranche A Shares	means 3,233,734 new Series C RCPS of RM0.01 each in the Company to be issued at the Initial Subscription Price;
Tranche B Shares	means 1,077,911 new Series C RCPS of RM0.01 each in the Company to be issued at the Subsequent Subscription Price;
USD	means United States Dollar, the lawful currency of the United States of America; and
Warranties	means the representations and warranties made by the Investor, the Existing  Shareholder and the Company, as set out in Schedule 2.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a)  headings and underlining are for convenience only and do not affect the interpretation of this Agreement;

(b)  words importing the singular include the plural and vice versa;

(c)  words importing a gender include any gender;

(d)  an expression importing a natural person includes any corporation or other body corporate, partnership, association, governmental agency, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking;

(e)  a reference to a party to a document includes that party's successors and permitted assigns;

(f)  any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning; and

(g)  a warranty, representation, covenant or agreement on the part of two or more persons binds them jointly and severally.

2. Conditions

2.1 Conditions Precedent

2.1.1 The subscription for the Series C RCPS by MTDC is subject to, and conditional upon, the fulfilment of the following conditions precedent within 14 days from the date of this Agreement (subject to extension by agreement of MTDC, the Existing Shareholder and the Company):

(a) amendments to the Articles as are necessary to reflect in full the terms of this Agreement and the new shareholders agreement referred to in Recital (I); and

(b) execution of the new shareholders agreement referred to in Recital (I).

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2.2 Non-fulfillment

2.2.1 If the conditions precedent in Sub-clauses 2.1.1 are not fulfilled within 14 days from the date of this Agreement (or such later date as the relevant Parties may mutually agree on):

(a) this Agreement shall automatically cease and terminate;

(b) all obligations and liabilities of the Parties under this Agreement shall cease to have effect; and

(c) none of the Parties shall have any claim against any other party in relation to this Agreement,

but notwithstanding anything to the contrary in this Clause, a party shall be liable for any antecedent breach of this Agreement and continue to be liable in relation to Clause 9.

3. Share Capital

3.1 Subscription for Preference Shares

3.1.1 Subject to the terms and conditions of this Agreement, MTDC shall subscribe in cash for Tranche A Shares and the Company will allot and issue Tranche A Shares to MTDC, free from any Encumbrance at Initial Closing.

3.1.2 Subject to the terms and conditions of this Agreement, MTDC shall have the option to subscribe for Tranche B Shares prior to the Subsequent Closing Date and the Company will allot and issue Tranche B Shares to MTDC, free from any Encumbrance at Subsequent Closing.

The principal terms of the Series C RCPS are set out in Schedule 1.

3.1.3 In respect of each subscription for Series C RCPS under this Agreement, the Company will issue a Subscription Notice to MTDC. The Subscription Notice will specify the number of Series C RCPS to be subscribed by MTDC under Tranche A at the Initial Closing, and Tranche B at the Subsequent Closing, and the Initial Subscription Price and Subsequent Subscription Price respectively.

3.1.4 The Existing Shareholder irrevocably confirms its waiver of all rights of pre-emption whatsoever that it may have in connection with the issue and conversion of the Series C RCPS to MTDC pursuant to the terms of this Agreement.

4. Subscription Completion Date

4.1 Subject to fulfilment or waiver of all conditions precedent in Clause 2.1.1, the completion of each allotment and issue of the Series C RCPS to MTDC pursuant to this Agreement shall take place at the registered office of the Company as follows:

(a)  Tranche A Shares at the Initial Closing; and

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(b) Tranche B Shares at the Subsequent Closing;

or such other date and time as may be mutually agreed by the Company and MTDC in writing.

4.2 The Investor shall cause or procure a cheque, bank draft or cashier’s order in favour of the Company to be deposited, or a telegraphic or electronic transfer made, to the bank account of the Company held with HSBC Bank Berhad for the total subscription monies payable for the number of Series C RCPS to be subscribed (as set out in the relevant Subscription Notice), in exchange for the delivery by the Company of the following:

(a) at the Initial Closing, the share certificates in respect of the Series C RCPS, a certified extract of the shareholders’ resolution of the Company approving the subscription of the Tranche A Shares by MTDC at the Initial Closing (including amendment of the Articles of Association of the Company where required), pursuant to the terms and subject to the conditions of this Agreement;

(b) at the Subsequent Closing, the share certificates in respect of the Series C RCPS, a certified extract of the shareholders’ resolution of the Company approving the subscription of the Tranche B Shares at the Subsequent Closing, pursuant to the terms and subject to the conditions of this Agreement; and

(c) a certified extract of the resolution of the Board confirming the allotment and issue of the relevant number of the Series C RCPS to be subscribed by the Investor at both the Initial Closing and Subsequent Closing and pursuant to the relevant Subscription Notice.

4A. Utilisation of Funds

4A.1 The Parties agree that investment amounts raised through the issuance of the Series C RCPS will be utilised for the working capital requirements of the Company and/or loaned to the Existing Shareholder for its working capital requirements, as determined by the Existing Shareholder.

5. Undertakings, Warranties and Representations by the Parties

5.1 Subject to any exceptions expressly and specifically disclosed in any correspondence, communication, document or information in writing prior to or after the execution of this Agreement and prior to the completion of the subscription of the Series C RCPS, the Parties warrant to each other that the information and statements set out in the Warranties are true, accurate and correct in all respects at the date of this Agreement. To this effect, the Warranties will be deemed to be repeated during this period as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing.

5.2 The Parties acknowledge and agree that each of them entered into this Agreement in reliance on the Warranties.

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Series C Share Subscription Agreement|

5.3 Each of the Warranties is separate and is to be construed independently of the others and is not limited by reference to any of the other Warranties.

Save as disclosed to the Investor in any correspondence, communication, document or information in writing prior to or after the execution of this Agreement and prior to the completion of this Agreement, no information relating to the Series C RCPS or the Company will limit the nature of the Warranties given by the Company under this Agreement, or will prejudice any claim to be made by the Investor against the Company for any breach of the Warranties.

5.4 Each Party will indemnify and will keep the other Parties indemnified against all losses, damages, costs and expenses which the other Parties may incur or be liable for in respect of any claim, demand, liability, action, proceedings or suits arising out of or in connection with:

(a) a breach of a Warranty;

(b) any Warranty not being true and correct in all respects; or

(c) any Warranty being misleading in any respect,

save and except where any of the matters set out in Clauses 5.1 to 5.3 shall have been apparent in any correspondence, communication, document or information in writing and disclosed or provided to the Investor prior to or after the execution of this Agreement and prior to the completion of this Agreement.

6 Put Options

6.1 Investor’s Put Right for shares in the Existing Shareholder

The Existing Shareholder will grant to the Investor an option to exchange all the Series C RCPS held by the Investor for shares in the Existing Shareholder upon the terms and conditions of the Put Agreement to be entered into between the Existing Shareholder and the Investor.

6.2 Investor’s Put Option for Series C RCPS

If the Investor is prohibited under US Federal or State Law from exchanging the Series C RCPS it holds for shares in the Existing Shareholder on the selected exchange date (“Exchange Date”) in accordance with the Put Agreement referred to in Clause 6.1, the Investor shall have the option to require the Existing Shareholder to purchase all (but not less than all) of the Series C RCPS held by the Investor, upon thirty (30) days’ notice in writing to the Existing Shareholder. The price payable for each Series C RCPS shall be at a price equal to the lower of:

(i) USD2.25; or

(ii) the closing share price of the Existing Shareholder on the over-the-counter bulletin board or relevant stock exchange (as the case may be) on the Exchange Date.

The option shall be exercisable for as long as MTDC is the holder of Series C RCPS in the Company and any time after the Initial Closing or Subsequent Closing (where relevant) and subject to and in accordance with the Put Agreement.

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7. Previous Agreements and Prevalence of Agreement

7.1 This Agreement and the documents referred to in its provisions are in substitution for all previous agreements between all or any of the Parties and contain the whole agreement between the Parties relating to the subject matter of this Agreement.

8. Remedy on an Event of Default

8.1 Each of the following will be regarded as an Event of Default:

(a) either of the Parties committing a breach of its obligations under this Agreement and, in the case of a breach capable of remedy, failing to remedy the same within twenty one (21) days of being specifically required in writing so to do by the other Party; or

(b) any distress, execution, sequestration or other process being levied or enforced upon or sued out against the property of any of the Parties which is not discharged within ten (10) days; or

(c) any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or any part of the undertaking, property or assets of any of the Parties; or

(d) the making of an order or the passing of a resolution for the winding up of any of the Parties, otherwise than for the purpose of a reconstruction or amalgamation without insolvency or previously approved by the other Parties (such approval not to be unreasonably withheld).

8.2 In the event of an Event of Default taking place prior to the Initial Closing,

(a) where the Company or the Existing Shareholder is the defaulting Party, MTDC shall be entitled to terminate this Agreement;

(b) where MTDC is the defaulting Party, the Company and the Existing Shareholder shall be entitled to terminate this Agreement as against MTDC,

without prejudice to any rights or remedies the non-defaulting Parties may have against the defaulting Party for any antecedent breach.

8.3 Notwithstanding any provision in this Agreement to the contrary, this Agreement shall remain in full force and effect for so long as shall be necessary to fulfil and give effect to the arrangements and undertakings contained in this Agreement.

8.4 Termination of this Agreement for any cause in accordance with the provisions of this Agreement shall not release any Party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination or which has accrued in consequence of this clause.

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9. Confidentiality

Parties shall:

(a) ensure the confidentiality of this Agreement and the transactions contemplated in this Agreement;

(b) not disclose any provision of this Agreement except:

(i) where required by law or any relevant governmental regulatory body or competent authority;

(ii) to any financier or professional adviser acting for the party; or

(iii) the information is public knowledge otherwise than as a consequence of breach of this Clause.

All public announcements where references are made to the Investor or companies related to the Investor shall only be made with the prior written consent of the Investor (which shall not be unreasonably withheld), irrespective of the jurisdiction in which the announcement is made.

This restriction continues to apply after the expiration or sooner termination of this Agreement without limit in point of time but ceases to apply to information or knowledge which may properly come into the public domain through no fault of the Party so restricted.

10. Further Assurance

Each party shall execute and do all such documents and things as are necessary to carry this Agreement into effect or to give full effect to this Agreement.

11. Remedies

If a Party does not comply with its obligations under this Agreement, the other Party is entitled to the remedy of specific performance and injunctive relief (as may be applicable), and monetary compensation by itself is not an adequate remedy.

12. Waiver and Variation

12.1 Rights not affected

The rights which each Party has under this Agreement shall not be prejudiced or restricted by any delay in exercising or failure to exercise any right or remedy under this Agreement.  Unless otherwise agreed in writing, no waiver by any party in respect of a breach shall operate as a waiver in respect of any subsequent breach.

12.2 Cumulative rights and remedies

The rights and remedies provided in this Agreement are in addition to, and do not exclude or limit, any rights or remedies provided by law or equity.

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12.3 Variation

This Agreement shall not be varied unless the variation is expressly agreed in writing by each Party.

13. Severability

If any provision of this Agreement is void or unenforceable, it shall be regarded as deleted from this Agreement, and the remaining provisions shall continue to apply.

14. Continuing Effect

Notwithstanding the completion of the transaction contemplated in this Agreement, the provisions of this Agreement shall continue to survive or subsist so long as may be necessary for the purpose of giving effect to each of them.

15. Time

Time wherever mentioned in this Agreement shall be of the essence of this Agreement.

16. Legal Relationship

Nothing in this Agreement shall create, or be regarded as creating, a partnership or the relationship of employer and employee between the Parties. None of the Parties shall have any authority to bind the other in any way.

The Parties are all separate legal entities and as such no third parties shall have any claim or recourse against the Company for the liabilities and obligations of the Existing Shareholder to the abovementioned third parties.

17. Costs and Expenses

The Parties shall be liable for their own respective costs incurred, as follows:

(a)           fees for the solicitors’, company secretary, tax advisers and accountants; and

(b)           notarisation and the commercial register.

18. Assignment; Successors

18.1 Assignment

Parties may not assign or otherwise deal with its respective rights or benefits under this Agreement without the prior written consent of the other Parties.

18.2 Successors and assigns

This Agreement shall be binding upon the parties and their respective successors, permitted assigns and personal representatives.

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19. Notices

Without affecting any other effective mode of service, any notice given under this Agreement:

(a) must be in writing and may be delivered personally or sent by registered post to the intended recipient at the address shown below or the address last notified by the intended recipient to the sender:

For the Investor:

Malaysian Technology Development Corporation Sdn Bhd

Level 8, Menara Yayasan Tun Razak,

Jalan Bukit Bintang,

55100 Kuala Lumpur

Attn: Norhalim Bin Yunus, Chief Executive Officer

Tel: 03-2172 6000

Fax: 03-2163 7542

For the Existing Shareholder:

Wafergen Bio-Systems Inc

7400 Paseo Padre Parkway

Fremont, CA 94555, USA

Attn: Alnoor Shivji

Tel: +1 (510) 468-0546

Fax: +1 (510) 651-4599

For the Company:

Wafergen Biosystems (M) Sdn Bhd

Suite B.3(2), Ground Floor

KHTP Business Centre

KHTP, 09000 Kulim

Kedah Darul Aman, Malaysia

Tel: +6019 312 4751

Fax: +604 402 3305

Attn: Nazri Said

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(b) must be signed; and

(c) will be taken to be duly given or made:

(i) (in the case of delivery in person) when delivered, received or left at the above address; and

(ii) (in the case of delivery by registered post) 48 hours after posting, and in proving service it shall only be necessary to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this Clause,

but if delivery, receipt or service occurs, or will be taken to occur, on a day on which business is not generally carried on in the place to which the communication is sent or is later than 4 p.m. (local time) it will be taken to have been duly given or made at the commencement of business on the next day on which business is generally carried on in the place.

20. Entire agreement

This Agreement is the entire agreement between the Parties in respect of its subject matter and supersedes all previous agreements with respect to its subject matter.

21. Counterparts

This Agreement may be executed in any number of counterparts, and all counterparts taken together constitute one and the same instrument.

22. Governing Law and Jurisdiction

This Agreement is governed by the laws of Malaysia, and each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Malaysia.

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Series C Share Subscription Agreement|

SCHEDULE 1

Principal Terms of the Series C RCPS

1.  Subscription Price and par value

The subscription price for each Series C RCPS at the Initial Closing shall be Ringgit Malaysia equivalent to USD1.5462 calculated at the prevailing exchange rate on the date of payment of the Initial Subscription Price is effected. The subscription price for each Series C RCPS at the Subsequent Closing shall be Ringgit Malaysia equivalent to USD2.3193 calculated at the prevailing exchange rate on the date of payment of the Subsequent Subscription Price is effected. Each Series C RCPS shall have a par value of RM0.01.

2. Premium

Each Series C RCPS shall be issued at a premium being the difference between the Initial Subscription Price or Subsequent Subscription Price (as the case may be) and the par value of RM0.01.

3. Dividend Provision

There is no specific dividend rate attached to the Series C RCPS and the Company is not obliged to declare and pay any dividend while the Investor is holding the Series C RCPS.

4. Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series C RCPS will be entitled to receive only in preference to the holders of Shares, and not the Series A RCPS and Series B RCPS (which rank pari passu for the purposes of this provision), the relevant Initial Subscription Price and Subsequent Subscription Price (as the case may be) paid for the Series C RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.

5. Conversion

Each holder of the Series C RCPS will have the right, at the option of the holder at any time, to convert all or part of the Series C RCPS into such number of Shares at a conversion ratio of one hundred-to-one (100 Series C RCPS : 1 Share).

The conversion is to be effected by way of consolidating the par value of every one hundred Series C RCPS of RM0.01 each, into the total par value of RM1.00 of each Share.

To effect the above conversion, a conversion notice shall be sent by the holder(s) of the Series C RCPS to the Company not less than thirty (30) days before the intended date of conversion.  Such notice shall be in writing and shall fix the date and the time for the conversion.

The Company may from time to time consult with, and make proposals to, the holder(s) of Series C RCPS in relation to the exercise of the holder(s)’ entitlement to convert the Series C RCPS.

Page | 13

Series C Share Subscription Agreement|

Completion of the conversion of the Series C RCPS into Conversion Shares shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series C RCPS and the Company.  On the date fixed for conversion, the holder(s) of the Series C RCPS shall deliver to the Company the share certificate(s) for the relevant Series C RCPS in exchange for share certificates in relation to the relevant amount of Conversion Shares resulting from the conversion of those Series C RCPS.  If any share certificate so delivered to the Company relates to any Series C RCPS which are not to be converted on that day, a fresh share certificate for those Series C RCPS shall be immediately issued by the Company to such holder(s).

6. [Deleted]

7. Redemption Rights

7.1 The Company may redeem any or all Series C RCPS registered in the name of the holder of the Series C RCPS at any time if the Company is prohibited from granting a loan to the Existing Shareholder using the proceeds from the issuance of the Series C RCPS due to legal or regulatory restrictions in Malaysia, by giving a Notice of Redemption. The Series C RCPS will be redeemable from funds legally available for distribution at the redemption price (“Redemption Price”) which comprises a par value of RM0.01 with redemption premium equivalent to the difference between (i) the aggregate of the Initial Subscription Price or Subsequent Subscription Price (as the case may be) and such price multiplied at the rate of 5% per annum prorated by day, up to the date of the redemption based on a 365-days year (and without any compounding or addition to the principal Initial Subscription Price or Subsequent Subscription Price (as the case may be)) and (ii) the par value of RM0.01 per Series C RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.

7.2 All redemption of the Series C RCPS shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series C RCPS and the Company.  On the date fixed for redemption, the holder(s) of the Series C RCPS shall deliver to the Company the share certificate(s) for the relevant Series C RCPS in exchange for payment in cash (by way of bank draft or any other manner acceptable to the holder(s)) by the Company of the aggregate Redemption Price for the time being payable for those Series C RCPS.  If any share certificate so delivered to the Company relates to any Series C RCPS which are not to be redeemed on that day, a fresh share certificate for those Series C RCPS shall be issued by the Company to such holder(s).

No Series C RCPS redeemed by the Company shall be capable of reissue.

8. Voting Rights

The holder of the Series C RCCPS will be entitled to the voting rights as referred to in Section 148(2) of the Act.

9. Protective Provisions

Without the approval of the holder of the Series C RCPS, the Company will not take any action, whether by merger, consolidation or otherwise, that:

Page | 14

Series C Share Subscription Agreement|

(a) effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

(b) effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series C RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series C RCPS after the transaction(s),

(c) alters or changes the rights, preferences or privileges of the Series C RCPS,

(d) increases or decreases the number of authorized  Series C RCPS,

(e) authorises the issuance of securities having a preference over or on a parity with the Series C RCPS,

(f) changes the number of directors,

(g) amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series C RCPS,

(h) effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

(i) declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

For purposes of these protective provisions, any reference to the Company will be deemed to include any subsidiary of the Company.

10. No Variation

The rights attached to the Series C RCPS shall not be varied, modified or deleted unless in accordance with paragraph 9 above.

[The remainder of this page is intentionally left blank]

Page | 15

Series C Share Subscription Agreement|

SCHEDULE 2

Representations and Warranties

1. Representations and Warranties by the Investor

The Investor warrants to the Company and the Existing Shareholder as follows.

1.1 Capacity and Authority

The Investor is duly incorporated and validly exists under the laws of Malaysia and has the power to own its assets and carry on its business as now being conducted.

1.2 Power to execute this Agreement

(a) The Investor has the right, power and authority, and has taken or will take all action necessary, to validly execute, deliver and exercise its rights, and perform their obligations under this Agreement;

(b) Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Investor of this Agreement or the performance by the Investor of the transactions contemplated under this Agreement;

(c) This Agreement is a valid and binding obligation of the Investor and is enforceable against the Investor in accordance with its terms;

(d) The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Investor is subject and will not be inconsistent with any constitutional documents or contracts to which the Investor id a party to or otherwise binding on the Investor; and

(e) There is no action, proceeding, claim or investigation pending against the Investor before any court or administrative authority, which, if determined against the Investor, may reasonably be expected to have a material adverse effect on the Investor’s ability to perform the obligations hereunder.

2. Representations and Warranties by the Existing Shareholder and the Company

The Existing Shareholder and the Company warrant to the Investor as follows.

2.1 Capacity and Authority

The Company is duly incorporated and validly exists under the laws of Malaysia and has the power to own its assets and carry on the Business.

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Series C Share Subscription Agreement|

2.2 Power to execute this Agreement

(a) The Existing Shareholder and Company have the right, power and authority, and have taken or will take all action necessary, to validly execute, deliver and exercise their rights, and perform their obligations under this Agreement;

(b) Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Existing Shareholder and the Company of this Agreement or the performance by the Existing Shareholder and the Company of the transactions contemplated under this Agreement;

(c) This Agreement is a valid and binding obligation of the Existing Shareholder and the Company and after fulfillment of the conditions precedent is enforceable against the Existing Shareholder and the Company in accordance with its terms;

(d) The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Existing Shareholder and the Company is subject and save as otherwise disclosed, will not be inconsistent with any constitutional documents or contracts to which the Existing Shareholder and/or the Company is a party to or otherwise binding on the Existing Shareholder and/or the Company; and

(e) There is no action, proceeding, claim or investigation pending against the Existing Shareholder and/or the Company before any court or administrative authority, which, if determined against the Existing Shareholder and/or the Company, may reasonably be expected to have a material adverse effect on the Existing Shareholder and the Company’s ability to perform the obligations hereunder.

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Series C Share Subscription Agreement|

SCHEDULE 3

Subscription Notice

From:                  Wafergen Biosystems (M) Sdn Bhd

To:                      Malaysian Technology Development Corporation Sdn Bhd

SHARE SUBSCRIPTION AGREEMENT DATED ** (“Subscription Agreement”)

We refer to the Subscription Agreement made between yourselves, the Existing Shareholder, and us. Terms defined in the Subscription Agreement have the same meanings when used in this notice.

We hereby give you notice, in accordance with the terms and conditions of the Subscription Agreement, of your required subscription for [3,233,734/1,077,911]* of the Series C RCPS at a total Subscription Price of [USD 5,000,000/USD 2,500,000]* (equivalent to RM ** based on the exchange rate as at **), such subscription to be completed on [date] at [time], being the [Initial Closing/Subsequent Closing]*.

Dated:

Yours faithfully

For and on behalf of

Wafergen Biosystems (M) Sdn Bhd

By:

Name:

Title:

* (delete whichever is not applicable)

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Series C Share Subscription Agreement|

Execution

Executed as an Agreement.

Signed for and on behalf of WaferGen Bio-systems, Inc (WGBS.OB) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Signed for and on behalf of Wafergen Biosystems (M) Sdn Bhd  (Company No 795066-H) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Page | 19

Series C Share Subscription Agreement|

Signed for and on behalf of Malaysian Technology Development Corporation Sdn Bhd (Company No 235796-U) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Page | 20

EX-10.2

WAFERGEN BIO-SYSTEMS, INC.

PUT AGREEMENT

THIS PUT AGREEMENT (this “Agreement”) is entered into as of December 14, 2010, by and among WaferGen Bio-systems, Inc., a Nevada corporation (“WaferGen US”), and the Malaysian Technology Development Corporation Sdn Bhd (“MTDC” or “Holder”) of the Series C-1 Redeemable Convertible Preference Shares and the Series C-2 Redeemable Convertible Preference Shares in WaferGen Biosystems (M) Sdn. Bhd. (formerly known as Global Dupleks Sdn. Bhd.), a Malaysian corporation (the “Company”) (“Series C Shares”), pursuant to that certain Share Subscription Agreement dated as of December 14, 2010, among WaferGen US, MTDC and the Company (the “Purchase Agreement”).  Any term not defined herein shall have the meaning ascribed to such term in the Purchase Agreement.

RECITALS

A.           WHEREAS, MTDC has entered into the Purchase Agreement for the purchase of and subscription for certain Series C Shares of the Company.

B.           WHEREAS, in order to induce MTDC to enter into the Purchase Agreement, WaferGen US has agreed to grant to MTDC an option to put (the “Put Right”) to WaferGen US the Series C Shares held by MTDC, whereby the Series C Shares held by MTDC will be exchanged for shares of Common Stock of WaferGen US on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties mutually agree as follows:

AGREEMENT

SECTION  1

PUT RIGHT

1.1          Put Right.

(a)           Upon the earlier of (i) receipt by WaferGen US of a written request from the Holder of Holder’s desire to exercise the Holder’s Put Right (a “Holder’s Put Notice”) or (ii) the one year anniversary of the date of this Agreement (the “Anniversary”), then all, but not less than all, of the Holder’s Series C Shares shall be exchanged as described in Section 1.2 below (the “Exchange”).  The effective date of the Exchange (the “Exchange Date”) shall be the date on which WaferGen US receives the Holder’s Put Notice or the date of the Anniversary, which is earlier.

(b)           After the earlier of (i) delivery of such Holder’s Put Notice or (ii) the Anniversary, the Holder shall deliver all of such Holder’s share certificates and duly executed share transfer forms with respect to such Series C Shares to the Secretary of WaferGen US (or to his/her order) as promptly as practicable (but in no event more than 30 days after the date thereof) and take any other actions reasonably required to effectuate the transfer of all such Holder’s Series C Shares to WaferGen US. WaferGen US may nominate its nominee(s) to accept the transfer of the Series C Shares.

1.2          The Exchange; No Fractional Shares.

(a)           Upon the occurrence of an Exchange, each one (1) of the Holder’s Series C Shares subject to such Holder’s Put Notice shall be converted into the right to receive one (1) new share of Common Stock of WaferGen US (the “Exchange Security”) (as adjusted for stock splits, recapitalization, combinations and similar transactions) effective as of the Exchange Date.

(b)           All Exchange Securities shall be aggregated and issued to the Holder, except that no fractional shares of Exchange Securities shall be issued upon the occurrence of an Exchange.  If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, WaferGen US shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the per share fair market value of the Exchange Securities (as determined in good faith by the Board of Directors of WaferGen US).

(c)           Subject to the delivery by the Holder of its share certificates and other documents to WaferGen US as required hereby, upon the occurrence of the Exchange, WaferGen US shall as soon as practicable (but in no event more than 30 days after the Exchange Date) issue to the Holder share certificates representing the Exchange Securities.  Notwithstanding the foregoing, (i) the issuance of the Exchange Securities shall be deemed effective as of Exchange Date, and (ii) upon the occurrence of the Exchange as a result of the Anniversary, the Exchange shall be deemed to have automatically occurred on the Exchange Date, regardless of any other actions taken by the Holder and regardless of whether the Holder has delivered share certificates representing the Series C Shares to WaferGen US; provided that WaferGen US shall have no obligation to deliver certificates representing the Exchange Securities to the Holder in the event the Holder fails to deliver the share certificates representing the Series C Shares to WaferGen US.

1.3          Rights After Exchange.  From and after the applicable Exchange, all rights of the Holder with respect to the exchanged Holder’s Series C Shares shall cease with respect to such shares (except the right to receive the Exchange Securities, and any cash payment for fractional shares, without interest upon surrender of their certificate or certificates), and such shares shall be owned legally and beneficially by WaferGen US for all purposes and will be transferred to WaferGen US on the books and records of the Company.

1.4          Rights After Conversion.  If at any time any or all of Holder’s Series C Shares are converted into Ordinary Shares of the Company for any reason, the Holder’s Put Right pursuant to this Agreement with respect to all of the Holder’s Series C Shares shall terminate and expire in its entirety upon such conversion, and the Holder shall have not have any Put Right with respect to any Ordinary Shares held by the Holder.

SECTION  2

MISCELLANEOUS

2.1          Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California in the United States of America, without giving effect to the choice of law provisions thereof.

2

2.2          Arbitration.  The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement shall be submitted to final and binding arbitration in New York, New York before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq.  Any party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party.  The arbitration will be conducted in accordance with the provisions of JAMS’ Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration.  The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings.  The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.  The provisions of this Section 2.2 may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered.

2.3          Assignment of Put Right.  The Put Right granted in this Agreement may only be assigned by the Holder in connection with a permitted transfer of Series C Shares by the Holder in accordance with Clause 18 of the Purchase Agreement.

2.4          Successors and Assigns.  Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including permitted transferees of any Series C Shares).  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

2.5          Severability.  In case any provision of this Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.6          Amendment and Waiver.  Except as otherwise expressly provided, the obligations of WaferGen US and the rights of MTDC under this Agreement may be amended, modified or waived only with the written consent of WaferGen US and MTDC (excluding for purposes of this calculation any Series C Shares held by WaferGen US or its nominee(s)).

2.7          Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach, default or noncompliance of WaferGen US under this Agreement, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit, consent, or approval of any kind or character on the Holder’s part of any breach, default or noncompliance under the Agreement or any waiver on the Holder’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement, by law, or otherwise afforded to the Holder, shall be cumulative and not alternative.

3

2.8          Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a United States recognized overnight courier, specifying next-day delivery, with written verification of receipt.  All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or at the current address of the Holder on the books and records of the Company or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties hereto.  All notices sent to the Company or WaferGen US shall also be sent to:  Morrison & Foerster LLP, 425 Market Street, San Francisco, CA 94105, Attention:  John M. Rafferty (Telecopier:  (415) 268-7305).

2.9          Attorneys’ Fees.  In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

2.10        Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

2.11       Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

2.12       Certain Restrictions and Representations.  The Holder understands that any shares of Common Stock of WaferGen US to be received in an Exchange may be characterized as “restricted securities” under the federal securities laws inasmuch as they would be acquired from WaferGen US in a transaction not involving a public offering and that under such laws and applicable regulations, such securities may be resold without registration under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances.  In this regard, the Holder represents that it is familiar with Rule 144 under the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.  The Holder further represents that the Series C Shares, along with any Exchange Securities, are being acquired for investment for the Holder’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof.  The acquisition by the Holder of the Series C Shares, along with any Exchange Securities, shall constitute confirmation of the representation by Holder that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Series C Shares or the Exchange Securities.  The Holder also represents that it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect.

4

2.13       Transfer Taxes.  All excise, transfer, stamp, documentary, filing, recordation and other similar taxes which may be imposed or assessed as the result of any Exchange, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, shall be borne equally by WaferGen US and the Holder consummating such Exchange.

[THIS SPACE INTENTIONALLY LEFT BLANK]

5

In Witness Whereof, the parties hereto have executed this Put Agreement as of the date set forth in the first paragraph hereof.

WAFERGEN US:
WAFERGEN BIO-SYSTEMS, INC.
By:
	Alnoor Shivji
	Chairman, President & Chief Executive Officer
Address:
WaferGen Bio-systems, Inc.
7400 Paseo Padre Parkway
Fremont, CA 94555
Facsimile: _____________

Signature Page to Put Agreement

WAFERGEN MALAYSIAN INVESTOR:
Malaysian Technology Development Corporation Sdn. Bhd.
By:
	Name:
	Title:
Address:
Facsimile: _________________

Signature Page to Put Agreement

EX-10.3

Dated December 14, 2010

Between

Wafergen Bio-Systems (M) Sdn Bhd

and

Wafergen Bio-Systems Inc

and

Malaysian Technology Development Corporation

Sdn Bhd

and

Prima Mahawangsa Sdn Bhd

amended and restated

Shareholders’

Agreement

Wafergen Biosystems (M) Sdn Bhd

Contents

Recitals				1
1	Definitions and Interpretations			2
	1.1	Definitions		2
	1.2	Interpretation		4
2.	[Deleted]			5
3.	[Deleted]			5
4.	[Deleted]			5
5.	Undertakings, Warranties and Representations by the Parties			5
6.	Management of the Company			6
	6.1	Board of Directors		6
	6.2	Board Meetings		7
	6.3	Provisions in respect of meetings		7
	6.4	Resolutions		7
	6.5	Circular resolution		7
	6.6	No shareholding requirement		8
	6.7	Management		8
	6.8	Nominees		8
7.	General meetings			8
	7.1	General meetings		8
	7.2	Quorum		8
	7.3	Decisions at meetings of the Shareholders		8
		7.3.1	Ordinary Resolution	8
		7.3.2	Special Resolution	9
	7.4	Shareholder Reserve Matters		9
8.	Business of the Company			9
9	New Issues of Shares			11
	9.1	New Issues by Company		11
	9.2	Offer to Shareholders		11
	9.3	Waiver		11
10.	Transfers, Acquisitions and Disposal of Shares			11
	10.1	Pre-emption Rights		11
11	Put Options			13
	11.1	Investors’ Put Right for shares in the Existing Shareholder		13
	11.2	Investors’ Put Option for Series A RCPS or Conversion Shares		14
12.	Duration and Termination			14
13.	Previous Agreements and Prevalence of Agreement			14
14.	Remedy on an Event of Default			15
15.	Confidentiality			16
16.	Deadlock			16
	16.1	Disputes		16
17.	Further Assurance			16

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18.	Remedies		16
19.	Waiver and Variation		17
	19.1	Rights not affected	17
	19.2	Cumulative rights and remedies	17
	19.3	Variation	17
20.	Severability		17
21.	Continuing Effect		17
22.	Time		17
23.	Legal Relationship		17
24.	Costs and Expenses		17
25.	Assignment; Successors		18
	25.1	Assignment	18
	25.2	Successors and assigns	18
26.	Notices		18
27.	Entire agreement		20
28.	Counterparts		20
29.	Governing Law and Jurisdiction		20
SCHEDULE 1			21
	1.	Subscription Price and par value	21
	2.	Premium	21
	3.	Dividend Provision	21
	4.	Liquidation Preference	21
	5.	Conversion	21
	6.	[Deleted]	23
	7.	Redemption Rights	23
	8.	Voting Rights	23
	9.	Protective Provisions	23
	10.	No Variation	24
SCHEDULE 2			25
	1.	Representations and Warranties by the Investors	25
	2.	Representations and Warranties by the Existing Shareholder and the Company	25
SCHEDULE 3			27
	1.	Subscription Price and par value	27
	2.	Premium	27
	3.	Dividend Provision	27
	4.	Liquidation Preference	27
	5.	Conversion	27
	6.	[Deleted]	29
	7.	Redemption Rights	29
	8.	Voting Rights	29
	9.	Protective Provisions	29
	10.	No Variation	30

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SCHEDULE 4			31
	1.	Subscription Price and par value	31
	2.	Premium	31
	3.	Dividend Provision	31
	4.	Liquidation Preference	31
	5.	Conversion	31
	6.	[Deleted]	32
	7.	Redemption Rights	32
	8.	Voting Rights	32
	9.	Protective Provisions	32
	10.	No Variation	33

Page | iii

This Agreement is made on December 14, 2010  between:

(1) Wafergen Biosystems (M) Sdn Bhd  (Company No 795066-H), a company incorporated in Malaysia with a registered address at Suite 2-1, 2nd Floor, Menara Penang Garden, 42A, Jalan Sultan Ahmad Shah, 10050 Penang, Malaysia.  (“Company”);

and

(2) Wafergen Bio-Systems, Inc (WGBS.OB), a Nevada USA incorporated company with a registered address and place of business at 7400 Paseo Padre Parkway, Fremont, CA 94555, USA (“Existing Shareholder”);

and

(3) Malaysian Technology Development Corporation Sdn Bhd (Company No 235796-U), a company incorporated in Malaysia with a registered address at Level 8, Menara Yayasan Tun Razak, Jalan Bukit Bintang, 55100 Kuala Lumpur (“MTDC);

and

(4) Prima Mahawangsa Sdn Bhd (Company No. 833152-M), a company incorporated in Malaysia with a registered address at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur (“PMSB”).

(The Company, the Existing Shareholder, MTDC and PMSB are collectively referred to as “Parties” and each as a “Party”).

Recitals

(A) Pursuant to a Share Subscription and Shareholders’ Agreement dated 8 May 2008 between the Company, the Existing Shareholder and MTDC (“Shareholders’ Agreement”), MTDC agreed to subscribe for 888,888 redeemable convertible preference shares of RM0.01 each in the capital of the Company (“Series A RCPS”) and the Company, the Existing Shareholder and MTDC agreed to regulate the affairs and their relationship in the Company in accordance with the Shareholders’ Agreement.

(B) The Existing Shareholder, the Company, Prima Mahawangsa Sdn Bhd (“PMSB”) and Expedient Equity Ventures Sdn Bhd (“EEV”) entered into a Share Subscription Agreement (“Subscription Agreement”) and Deed of Adherence (“DA”) both dated 3 April 2009 where PMSB agreed to subscribe for 444,444 Series B Redeemable Convertible Preference Shares (“Series B RCPS”) in the Company and EEV agreed to subscribe for 222,222 Series B RCPS, pursuant to the terms and conditions in the Subscription Agreement and Deed of Adherence.

(C) The Existing Shareholder, the Company and Kumpulan Modal Perdana Sdn Bhd (“KMP”) entered into a Share Subscription Agreement (“KMP SSA”) and Deed of Adherence (“KMP DA”) both dated 1 July 2009 where KMP agreed to subscribe for 188,057Series B RCPS pursuant to the terms and conditions in the KMP SSA and KMP DA.

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(D) The Existing Shareholder, the Company and MTDC have entered into this Agreement simultaneously with a Share Subscription Agreement dated December 2010 (“Series C Subscription Agreement”) where MTDC agreed to subscribe for 3,233,734 Series C Redeemable Convertible Preference Shares (“Series C RCPS”) in the Company with an option to subscribe for a further 1,077,911 Series C RCPS pursuant to the terms and conditions in the Series C Subscription Agreement.

(E) EEV and KMP have exercised their put option under the relevant put agreements and exchanged the Series B RCPS held with the Existing Shareholder for shares in the Existing Shareholder and as at the date of this Agreement, EEV and KMP have ceased to be Series B RCPS holders in the Company.

(F) The remaining shareholders, that is the Existing Shareholder, MTDC and PMSB are desirous of undertaking the Business through the Company and agree to regulate their relationship as shareholders of the Company in accordance with the terms and conditions of this Agreement.

(G) Clause 11 is applicable only to MTDC.

(H) The current shareholding in the Company is as follows:

Shareholder	Shares	Series A RCPS	Series B RCPS
Existing Shareholder	300,000	-	410,279
MTDC	-	888,888	-
PMSB	-	-	444,444

It is agreed as follows:

1  Definitions and Interpretations

1.1 Definitions

In this Agreement, unless the context otherwise requires:

Act	means the Companies Act 1965;
Articles	means the articles of association of the Company;
Board	means the board of directors of the Company;
Business	means the business of the Company as defined in Clause 8.1;
Conversion Shares	means the Shares resulting from the conversion of the RCPS, such Conversion Shares to rank pari passu in all respects with all other then existing Shares, and “Conversion Share” means one (1) of the Conversion Shares;
Director	means any director of the Company appointed on the Board including, where applicable, any alternate director;

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Encumbrance	means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, right of first refusal, pre-emption right, option, preferential right or trust arrangement or other security arrangement or agreement  conferring a right to a priority of payment;
Investors	means MTDC, PMSB and any other person acceding to this Agreement;
IPO	means the listing of the Company on any approved stock exchange;
Parties	means the Existing Shareholder, MTDC, PMSB, and the Company, and “Party” refers to any one (1) of them;
PMSB	means Prima Mahawangsa Sdn Bhd (Company No. 833152-M), a company incorporated in Malaysia with a registered address at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights , 50490 Kuala Lumpur;
Public Authorities	includes: (a)      any government in any jurisdiction, whether federal, state, provisional, territorial or local; (b)      any minister, department, officer, commission, delegate, instrumentality, agency, board, authority or organisation of any government or in which any government is interested; (c)      any non-government regulatory authority; or (d)      any provider of public utility services, whether or not government owned or controlled;
Put Agreement	means the Put Agreement dated 28 May 2008 entered into by MTDC with the Existing Shareholder;
RCPS	means Series A RCPS, Series B RCPS and/or Series C RCPS;
RM	means the lawful currency of Malaysia;
Series A Director	means the director as defined in Clause 6.1(a);
Series B Director	means the director as defined in Clause 6.1(c);
Series C Director	means the director as defined in Clause 6.1(a);
Series A RCPS	means Series A Redeemable Convertible Preference Shares of the Company with principal terms as set out in Schedule 1;

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Series B RCPS	means Series B Redeemable Convertible Preference Shares of the Company with principal terms as set out in Schedule 3;
Series C RCPS	means Series C Redeemable Convertible Preference Shares of the Company with principal terms as set out in Schedule 4;
Shareholders	means the shareholders of the Company from time to time;
Shares	means ordinary shares of RM1.00 each in the share capital of the Company, and “Share” refers to any one (1) of them;
Subscription Price	means the Ringgit Malaysia equivalent to the subscription price paid in USD for the RCPS calculated at the prevailing exchange rate on the date  payment of the Subscription Price is effected, paid by the respective Investors for each RCPS, out of which RM0.01 is to be paid towards the par value of each RCPS and the difference between the Subscription Price and the par value of RM0.01 (constituting the subscription premium) is to be credited to the share premium account of the Company;
USD	means the lawful currency of United States of America; and
Warranties	means the representations and warranties made by the Investors, the Existing  Shareholder and the Company, as set out in Schedule 2.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

(a)  headings and underlining are for convenience only and do not affect the interpretation of this Agreement;

(b)  words importing the singular include the plural and vice versa;

(c)  words importing a gender include any gender;

(d)  an expression importing a natural person includes any corporation or other body corporate, partnership, association, governmental agency, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking;

(e)  a reference to a party to a document includes that party's successors and permitted assigns;

(f)  any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning; and

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(g)  a warranty, representation, covenant or agreement on the part of two or more persons binds them jointly and severally.

2. [Deleted]

3. [Deleted]

4. [Deleted]

4A. Effective Date

Notwithstanding that this Agreement is executed simultaneously with the Series C Subscription Agreement, the Parties agree that this Agreement shall only take effect on the Initial Closing Date (as defined in the Series C Subscription Agreement).

5. Undertakings, Warranties and Representations by the Parties

5.1 Subject to any exceptions expressly and specifically disclosed in any correspondence, communication, document or information in writing prior to the execution of this Agreement, the Parties warrant to each other that the information and statements set out in the Warranties are true, accurate and correct in all respects at the date of this Agreement.

5.2 The Parties acknowledge and agree that each of them entered into this Agreement and the subscription by the Investors for the RCPS is in reliance on the Warranties.

5.3 Each of the Warranties is separate and is to be construed independently of the others and is not limited by reference to any of the other Warranties.

Save as disclosed to the Investors in any correspondence, communication, document or information in writing prior to the execution of this Agreement, no information relating to the RCPS or the Company will limit the nature of the Warranties given by the Company under this Agreement, or will prejudice any claim to be made by the Investors against the Company for any breach of the Warranties.

Each of the Party will indemnify and will keep the other Parties indemnified against all losses, damages, costs and expenses which the other Parties may incur or be liable for in respect of any claim, demand, liability, action, proceedings or suits arising out of or in connection with:

(a) a breach of a Warranty;

(b) any Warranty not being true and correct in all respects; or

(c) any Warranty being misleading in any respect,

save and except where any of the matters set out in paragraphs 5.1 to 5.3 above shall have been apparent in any correspondence, communication, document or information in writing and  disclosed or provided to the Investors prior to the execution of this Agreement.

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6. Management of the Company

6.1 Board of Directors

The Board shall comprise 8 directors of which:

(a) MTDC shall have the right to appoint two (2) directors comprising one Series A Director and 1 Series C Director. MTDC shall procure that (if relevant), the Series A Director and Series C Director shall, prior to his appointment as a director of the Company, provide a confidentiality and non-competition undertaking to the Company;

(b) the Existing Shareholder shall have the right to appoint five (5) directors and such right shall include the appointment of the Chief Executive Officer; and

(c) PMSB shall have the right to appoint one (1) director (“Series B Director”) and PMSB shall procure that (if relevant), the Series B Director shall, prior to his appointment as a director of the Company, provide a confidentiality and non-competition undertaking to the Company.

MTDC shall have the right to nominate an alternate to the Series A Director and Series C Director and the Existing Shareholder shall have the right to nominate an alternate director to such directors appointed under paragraph 6.1(b). PMSB shall have the right to nominate an alternate to the Series B Director.

MTDC and the Existing Shareholder will jointly appoint an independent director to the Board with the requirement that the independent director has relevant international industry experience in the Business and if such independent director is appointed, the Existing Shareholder may only then appoint 4 directors.

The right of appointment of the Series A Director and Series C Director shall include the right for MTDC to remove such persons at any time from such office and also the right to determine from time to time the period which such persons shall hold office as the Series A Director and Series C Director.  Upon MTDC ceasing to be a shareholder in the Company, MTDC shall simultaneously procure the resignation of the Series A Director and Series C Director . The Series A Director and Series C Director may not be removed by the Existing Shareholder or any other party except when MTDC ceases to be a shareholder in the Company.  Any appointment or removal of the Series A Director and/or  Series C Director by MTDC shall be made in writing and shall be delivered to the registered office of the Company.

The right of appointment of the Series B Director shall include the right for PMSB to remove such person at any time from such office and also the right to determine from time to time the period which such person shall hold office as the Series B Director.  Upon PMSB ceasing to be a shareholder in the Company, PMSB shall simultaneously procure the resignation of the Series B Director. The Series B Director may not be removed by the Existing Shareholder or any other party except when PMSB ceases to be a shareholder in the Company.  Any appointment or removal of the Series B Director by PMSB shall be made in writing and shall be delivered to the registered office of the Company.

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6.2 Board Meetings

The quorum at all meetings shall be at least four (4) Directors and must include one (1) Series A Director (or his alternate) or Series C Director (or his alternate) and one (1) Series B Director (or his alternate).If a quorum is not present within forty-five (45) minutes after the time appointed for the commencement of a meeting of the Board, that meeting shall be adjourned to the same time, seven (7) days after that meeting at the same place, provided that at such adjourned meeting (for the same agenda), the quorum shall be any three (3) Directors and must include one (1) Series A Director (or his alternate) or one (1) Series C Director ( or his alternate).

The Directors may meet together either in person or by telephone, radio, video conference or similar communication equipment or any other form of audio or audio-visual instantaneous communication by which all persons participating in the meeting are able to hear and be heard by all other participants and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

The Company’s Articles shall be amended to provide that a quorum of the Board must include at least one (1) Series A Director or one (1) Series C Director, including at any adjourned meeting.

6.3 Provisions in respect of meetings

Any Director may at any time request for a meeting to be convened, subject to the Board meeting at least once quarterly, unless otherwise agreed to by a vote of a majority of Directors including at least one vote from a Series A Director or  Series C Director and at least one (1) vote from a Series B Director. The request for a meeting must be made in writing and delivered to the company secretary of the Company.

Upon receiving the request, the company secretary is to issue a notice, giving at least seven (7) days’ prior written notice to all Directors and their alternates. The notice shall set out the date, time, venue and the agenda or matters to be discussed for the Board meeting.  Such notice shall not be required if all Directors are present or represented at the meeting or if the absent Directors agree in writing to waive the requirement of such notice.

6.4 Resolutions

So long as a quorum is present throughout the meeting of the Board in accordance with clause 6.2, all resolutions or decisions of the Board are to be by a simple majority of all the Directors present and capable of voting at the meeting of the Board.

6.5 Circular resolution

A written resolution or minute of a decision made by the Board which is signed by all the Directors is regarded as valid and effectual as if it had been passed at a duly convened Board meeting. Any such written resolution or minute may consist of several documents (or facsimiles thereof) in like form or in one or more counterparts, each signed by one or more of the Directors, and all counterparts taken together constitute one document.

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6.6 No shareholding requirement

The Directors need not be shareholders of the Company and are not liable to retire by rotation until removed/replaced by the Party nominating them.

6.7 Management

The operations of the Company will be managed by the Board, but the day to day administration or management of the Company may be vested in a management committee (“Management Committee”) appointed by the Board from time to time who shall at all times be responsible and subject to the control of the Board. The Management Committee may comprise members of the Board.

6.8  Nominees

The parties acknowledge that as the Series A Director and Series C Director are  nominees of MTDC and that the Series B Director is a nominee of PMSB, the Series A Director, Series C and the Series B Director shall be entitled to report all matters concerning the Company, including but not limited to matters discussed at any meeting of the Board, to MTDC and PMSB and their shareholders respectively and that the Series A Director and Series C Director may take advice and obtain instructions from MTDC whereas the Series B Director may take advice and obtain instructions from PMSB.

The Company agrees to indemnify and keep the Series A Director, Series C Director and Series B Director indemnified, subject to section 140 of the Act.

7. General meetings

7.1 General meetings

Annual general meetings and extraordinary general meetings are to be held in accordance with the provisions of the Act.

7.2 Quorum

The quorum for all general meetings is two (2) persons being present throughout the meeting, consisting of the holders of the Shares or their respective proxy, attorney or authorised representative.

7.3 Decisions at meetings of the Shareholders

7.3.1 Ordinary Resolution

So long as a quorum is present throughout the meeting of the holders of the Shares in accordance with clause 7.2, subject to clause 7.4, a simple majority vote of those present and voting suffices to pass an ordinary resolution.

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7.3.2 Special Resolution

The approval of the holders of the Shares by way of special resolution (as defined in the Act) is required for matters which require a special resolution to be passed as specified in the Act.

7.4 Shareholder Reserve Matters

The resolutions in relation to the following matters require approval from all holders of Shares present and voting at a general meeting or by circular resolution (signed by all the holders of the Shares):

(a) any amendment to the Memorandum and Articles of Association of the Company;

(b) the appointment or removal of any Director or senior management of the Company other than the Investors’ nominated directors; and

(c) the declaration of dividends by the Company.

8. Business of the Company

8.1 The core business of the Company, unless otherwise agreed in writing by the Investors, shall be developing, manufacturing, and distributing state of the art solutions for Gene Analysis (Gene Expression, and Genotyping) and stem cell research and cell biology (“Business”).  The Company will not engage in any other business which detracts from, or is not complementary to, the Business.

8.2 The Business is to be carried out in accordance with all applicable laws and requirements.

8.3 The Shareholders shall use its reasonable endeavours without being required to incur any further financial obligation (other than as expressly set out in this Agreement) to promote the interests of the Company. The Business is to be conducted in the Shareholders’ and the Company’s best interests on sound commercial profit-making principles so as to generate the maximum achievable maintainable profits available for distribution, and otherwise in accordance with the general principles as varied from time to time by agreement in writing between the Parties.

8.4 The Company shall not, and the Existing Shareholder shall ensure that the Company shall not, without the prior written consent of the Investors or as expressly stated in this Agreement:

(a) cease to conduct or carry on its Business substantially as now conducted and/or acquire or dispose of or dilute any interest in any other business, company, partnership or sole proprietorship; and

(b) purchase, sell, mortgage or charge any substantial asset, or property or any material interest in those assets or property or sell or dispose of the whole or a substantial part of the undertaking and goodwill or the assets of the Company.

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8.5 The Existing Shareholder and/or the Company shall ensure that:

(a) the Company shall at all times carry on and conduct its business in a proper and efficient manner;

(b) each employee and consultant of the Company enters into a confidential information and inventions agreement (in a form acceptable to the Investors) with the Company;

(c) the Company shall submit to the Investors without being formally requested:

(i) an annual budget and operating plan no later than sixty (60) days prior to the commencement of each fiscal year;

(ii) an annual business plan;

(iii) audited financial statements on an interim and annual basis; and

(iv) monthly reports, including financial reports, bank statements and technical reports.

The obligation of the Company to furnish the information set out in paragraph 8.5(c) will cease when the Company completes its IPO or becomes subject to the reporting provisions of any applicable stock exchange requirements or all of the Investors cease to be a shareholder in the Company.

(d) at all times keep true accurate and up to date books and records of all the affairs of the Company;

(e) supply to the Investors such information relating to the Company as it may require and without prejudice to the foregoing shall keep the Investors fully and promptly informed as to all material developments regarding the Company’s financial and business affairs and promptly notify the Investors of any significant litigation or arbitration affecting or likely to affect the Company and of any bona fide offer to purchase or subscribe any share capital of the Company;

(f) at all times be adequately insured in respect of the assets of the company which are of an insurable nature and obtain life insurance for the core management team of the Company, the proceeds of which are payable to the Company; and

(g) upon the Company’s receipt of reasonable notice, the Investors may have access during normal business hours to relevant non-confidential information and/or non-competitive information requested by the Investors including the right to visit the Company’s business premises and inspect the Company’s record books.

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9  New Issues of Shares

9.1 New Issues by Company

The Shareholders agree that any new Shares and/or RCPS issued by the Company must be with the prior approval of the Shareholders (“Offered Shares”) and the Offered Shares shall be first offered to each of the Shareholders in proportion to each of their shareholding in the Company at the time of the proposed new issue other than:

(i) for the initial issuance of the Series A RCPS to MTDC and Series B RCPS to PMSB, EEV and KMP;

(ii) the issuance of the Series C RCPS pursuant to the Series C Subscription Agreement;

(iii) the Conversion Shares, where applicable;

(iv) Shares issued pursuant to employee share option plans approved by a majority of the Board;

(v) Shares issued for merger or acquisition transactions; or

(vi) any issuance excepted from the right of first refusal by a majority of the Board.

(vii) any issue of new Shares to the Existing Shareholder for consideration in cash or in kind of up to 1,000,000 Shares, in addition to the initial share capital of RM300,000 contributed by the Existing Shareholder and for the avoidance of doubt, any such consideration in kind may comprise capitalization of the value (or part of the value) of intellectual property or other rights granted or undertakings pursuant to the product licensing agreement between the Existing Shareholder and the Company based on the valuation of USD10,000,000 agreed by the parties.

9.2 Offer to Shareholders

An offer of the Offered Shares shall be made by notice specifying the number of new Shares and/or RCPS offered, the subscription price and limiting a period (not being less than thirty (30) days) within which the offer, if not accepted, will be deemed to be declined. Upon the expiration of such period the Board shall offer the Offered Shares so declined to the other Shareholders who have notified their willingness to take all or any of such Offered Shares in accordance with the terms of the offer and in case of competition, pro rata (as nearly as possible) according to the number of Shares and RCPS held by the other Shareholders.

9.3 Waiver

The Existing Shareholder and PMSB irrevocably confirm their waiver of all rights of pre-emption whatsoever that they may have in connection with the issue and conversion of the Series C RCPS to MTDC pursuant to the terms of this Agreement and the Series C Subscription Agreement.

10. Transfers, Acquisitions and Disposal of Shares

10.1 Pre-emption Rights

10.1.1 The rights of the Shareholders to sell, transfer, assign, pledge, charge, encumber or otherwise dispose of their shareholding in the Company (or any part thereof) shall be subject to the restrictions and provisions set out below:

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(a) In the event any Shareholder desires to dispose of all or any portion of their shareholding in the Company pursuant to a bona-fide third party offer for the shares (“Transferor”), the Transferor shall first afford the other Shareholders (“the Transferees”) a right of first refusal with regard to those shares (“the Relevant Shares”) in proportion to such Transferee’s shareholding in the Company. In this regard, the Transferor shall give the Transferees written notice (hereinafter called a “Transfer Notice”) of the Transferor’s intention to dispose of the Relevant Shares, which notice shall include the proposed transferee, the number of shares to be transferred, the price per share, and the terms of payment.

(b) Upon receipt of the Transfer Notice, the Transferees shall have the option, but not the obligation, to purchase the Relevant Shares at either (i) the same terms and conditions price for the Relevant Shares as set forth in the Transfer Notice, or (ii) to request that the Shareholders appoint an independent firm (at the cost and expense of the Transferor) to determine the sale price per Relevant Share in accordance with the shareholders funds or the net tangible assets (whichever is lower) of the Company as at the date of the Transfer Notice (“the Prescribed Price”).

(c) In the event the Transferees determine to accept the terms contained in the Transfer Notice or upon the determination of and purchase of the Relevant Shares at the Prescribed Price, the Relevant Shares shall promptly be offered by the Transferor by notice in writing to the Transferees (and if there is more than one Transferee, to each Transferee in proportion to such Transferee’s shareholding in the Company) for purchase. Such offer shall be open for acceptance at any time within the Prescribed Period. The Prescribed Period shall commence on the date that:

(i) the Transferees notify the Transferor of their acceptance of the offer to purchase the Relevant Shares on the terms contained in the Transfer Notice; or

(ii) the Prescribed Price is determined;

and will expire sixty (60) days thereafter, after either (i) or (ii) as applicable. The Transferee(s) so accepting the offer shall hereinafter be called the “Purchaser(s)”.

(d) If there is more than one (1) Purchaser, each Purchaser shall have the right to purchase the Relevant Shares pro rata in accordance with the ratio that his shareholding bears to the aggregate shareholdings of all the Purchasers provided that the said Purchaser must purchase all the Relevant Shares offered to him. Upon acceptance of such offer by the Purchasers within the Prescribed Period, the Transferor shall be bound to sell the Relevant Shares to the Purchasers as set forth above. The sale and purchase of the Relevant Shares shall be completed in accordance with the provisions herein.

(e) If the offer of the Relevant Shares shall not be accepted by the Transferees, then the Transferor shall be at liberty to transfer or dispose of the Relevant Shares within a period of three (3) months from the expiry of the Prescribed Period to the person identified in the Transfer Notice and in accordance with the terms thereof, subject to Clause 10.1.2 below.

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(f) Any transfer, disposal or sale of shares contemplated by this Clause 10.1.1 shall be subject to the approval(s) of the Public Authorities should such approval be required in law or in practice. Completion and payment of the Prescribed Price shall take place not less than three (3) days nor more than ten (10) Business Days after the date of the receipt of such approval(s) of the Public Authorities.

(g) Any transfer, disposal or sale of shares contemplated by Clause 10.1.1(e) to a third party purchaser shall be further subject to such third party purchaser entering into a deed or other suitable documentation agreeing to be bound by all the terms of this Agreement.

(h) Notwithstanding anything contained herein, the restrictions on transfer of shares contained in this Clause 10 shall not apply in the case where the entire shareholdings or part thereof is to be transferred by MTDC to any of its holding company, subsidiaries or associated companies or any such transfer undertaken by MTDC pursuant to any internal restructuring scheme of MTDC and the consents of the other shareholders of the Company are deemed to be given for such transfer of shares by MTDC pursuant to this Clause.

(i) The procedures and pre-emption rights under this Clause 10 may be waived in writing by the Shareholders.

10.1.2 Pursuant to Clause 10.1.1(e), if the Existing Shareholder wishes to sell its shares to a third party, the Existing Shareholder shall ensure that the Investors be entitled (but not obliged) to sell any part of its holding of Shares to the third party on no less favourable terms and conditions as are applicable to the Existing Shareholder.  Upon any exercise by the Investors of this entitlement within thirty (30) days from the date of notice by the Existing Shareholder of such entitlement of the Investors, the Existing Shareholder shall not transfer or sell any of its shares to the third party unless the relevant shares of Investors are so purchased by the third party.

10.1.3 All third parties who acquire shares in the Company under this Clause 10shall enter into a deed of ratification and accession under which the third party shall agree to be bound by the obligations, and shall be entitled to the benefit, of this Agreement.

11 Put Options

11.1 Investors’ Put Right for shares in the Existing Shareholder

The Existing Shareholder has granted to MTDC an option to sell all the Series A RCPS held by MTDC to the Existing Shareholder upon the terms and conditions of the Put Agreement entered into between the Existing Shareholder and MTDC.

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11.2 Investors’ Put Option for Series A RCPS or Conversion Shares

MTDC shall have the option to require the Existing Shareholder to purchase all (but not less than all) of the Conversion Shares or Series A RCPS held by MTDC, upon thirty (30) days’ notice in writing to the Existing Shareholder. The price payable for each Conversion Share shall be calculated based on the formula for the issue price per Conversion Share set out in paragraph 5 of Schedule 1 of this Agreement whereas the price payable for each Series A RCPS is USD2.25, such price compounded at the rate of 8% per annum with yearly rests, up to the date of exercise of the option, and at the discretion of MTDC, may be satisfied by either cash or the issuance of shares in the Existing Shareholder. The option shall be exercisable as follows:

(a) any time after the Initial Closing of the Series A Subscription Agreement for as long as MTDC is the holder of Series A RCPS in the Company, in the event there is a material breach or default by the Company or the Existing Shareholder in any of their representations, warranties, undertakings, covenants and obligations under this Agreement which has not been remedied after thirty (30) days written notice of such material breach or default; or

(b) any time between 1 January 2011 and 31 December 2011 and subject to the following:

(i) the share price of the Existing Shareholder’s shares is below USD2.25; or

(ii) due to any breach or default attributable to the Existing Shareholder, the Investor is unable to exercise its rights under the Put Agreement.

This clause applies only to any Conversion Shares resulting from the conversion of the Series A RCPS.

12. Duration and Termination

Subject to the provisions of this Clause 12, this Agreement shall take effect without limit in point of time.  If the Investors or the Existing Shareholder sells or transfers all of its shares in the Company or if the Investors redeems or exchanges all the RCPS to the shares in the Existing Shareholder, in accordance with the provisions of this Agreement or the Articles (to the extent not inconsistent with this Agreement) or the Put Agreement respectively, it shall be released from all of its rights and obligations under this Agreement and cease to be a party to this Agreement, and all obligations of that Party and all entitlements and requirements relating to that Party under this Agreement will cease.  If following any such sale, transfer, redemption or exchange, two (2) or more parties continue to be bound by this Agreement, this Agreement shall continue in full force and effect as between those parties.

13. Previous Agreements and Prevalence of Agreement

13.1 This Agreement constitutes the entire agreement between the Parties with respect of the matters dealt with here and the Parties hereby mutually agree and confirm that the Shareholders’ Agreement, DA and KMP DA shall be terminated with effect from the date of this Agreement and be superseded by this Agreement.

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13.2 This Agreement and the documents referred to in its provisions are in substitution for all previous agreements between all or any of the Parties and contain the whole agreement between the Parties relating to the subject matter of this Agreement.

13.3 If, during the continuance of this Agreement, there is any conflict between this Agreement and the Articles, the provisions of this Agreement shall prevail between the Parties.  In the event of such conflict arising, the Parties shall procure and take all necessary steps including effecting such alteration to the Articles as may be necessary to resolve such conflict.

14. Remedy on an Event of Default

14.1 Each of the following will be regarded as an Event of Default:

(a) any of the Shareholders committing a breach of its obligations under this Agreement and, in the case of a breach capable of remedy, failing to remedy the same within twenty one (21) days of being specifically required in writing so to do by the other Shareholder; or

(b) any distress, execution, sequestration or other process being levied or enforced upon or sued out against the property of any of the Shareholders which is not discharged within ten (10) days; or

(c) any encumbrancer taking possession of or a receiver or trustee being appointed over the whole or any part of the undertaking, property or assets of any of the Shareholders; or

(d) the making of an order or the passing of a resolution for the winding up of any of the Shareholders, otherwise than for the purpose of a reconstruction or amalgamation without insolvency or previously approved by the other Shareholder (such approval not to be unreasonably withheld).

14.2 In the event of an Event of Default taking place,

(a) the non-defaulting Shareholder shall be entitled to terminate this Agreement; or

(b) the deadlock provisions referred to in clause 16 shall apply,

without prejudice to any rights or remedies the non-defaulting Shareholder may have against the defaulting Shareholder for any antecedent breach.

14.3 Notwithstanding any provision in this Agreement to the contrary, this Agreement shall remain in full force and effect for so long as shall be necessary to fulfil and give effect to the arrangements and undertakings contained in this Agreement.

14.4 Termination of this Agreement for any cause in accordance with the provisions of this Agreement shall not release any Shareholder from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination or which has accrued in consequence of this clause.

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15. Confidentiality

Parties shall:

(a) ensure the confidentiality of this Agreement and the transactions contemplated in this Agreement;

(b) not disclose any provision of this Agreement except:

(i) where required by law or any relevant governmental regulatory body or competent authority;

(ii)  to any financier or professional adviser acting for the party; or

(iii) the information is public knowledge otherwise than as a consequence of breach of this Clause.

The Existing Shareholder and the Company are permitted to disclose the names of the Parties or make reference to the Parties contributions to the Company. For purposes deemed necessary for the furtherance of the Business, the confidentiality obligation in this Agreement does not cover the names of the Parties and their respective interests in the Company.

This restriction continues to apply after the expiration or sooner termination of this Agreement without limit in point of time but ceases to apply to information or knowledge which may properly come into the public domain through no fault of the Party so restricted.

16. Deadlock

16.1 Disputes

If the Shareholders or their respective representatives are unable to reach agreement in relation to any reserved matter provided for in Clause 7.4 or there is an Event of Default pursuant to Clause 14 or otherwise in relation to any matter of material importance to the future conduct of the Business, the meeting at which such resolution is tabled shall be adjourned for 30 days (or such other number of days as the Parties may agree) during which the Parties, through Alnoor Shivji and the Chief Executive Officer of MTDC, shall mutually discuss in order to resolve the deadlock.Alnoor Shivji and the Chief Executive Officer of MTDC shall endeavour to resolve any disagreement in the best interest of the Company as a whole.

17. Further Assurance

Each party shall execute and do all such documents and things as are necessary to carry this Agreement into effect or to give full effect to this Agreement.

18. Remedies

If a Party does not comply with its obligations under this Agreement, the other Party is entitled to the remedy of specific performance and injunctive relief (as may be applicable), and monetary compensation by itself is not an adequate remedy.

Page | 16

19.  Waiver and Variation

19.1 Rights not affected

The rights which each Party has under this Agreement shall not be prejudiced or restricted by any delay in exercising or failure to exercise any right or remedy under this Agreement.  Unless otherwise agreed in writing, no waiver by any Party in respect of a breach shall operate as a waiver in respect of any subsequent breach.

19.2 Cumulative rights and remedies

The rights and remedies provided in this Agreement are in addition to, and do not exclude or limit, any rights or remedies provided by law.

19.3 Variation

This Agreement shall not be varied unless the variation is expressly agreed in writing by each Party.

20. Severability

If any provision of this Agreement is void or unenforceable, by operation of law or by any reason whatsoever, it shall be regarded as deleted from this Agreement, and the remaining provisions shall continue to apply.

21. Continuing Effect

Notwithstanding the completion of the transaction contemplated in this Agreement, the provisions of this Agreement shall continue to survive or subsist so long as may be necessary for the purpose of giving effect to each of them.

22. Time

Time wherever mentioned in this Agreement shall be of the essence of this Agreement.

23. Legal Relationship

Nothing in this Agreement shall create, or be regarded as creating, a partnership or the relationship of employer and employee between the Parties. Neither Party has any authority to bind the other in any way.

24. Costs and Expenses

Each Party shall bear its own costs (including legal fees) and expenses in respect of the preparation and execution of this Agreement.

Page | 17

25. Assignment; Successors

25.1 Assignment

Parties shall not assign or otherwise deal with its respective rights or benefits under this Agreement without the prior written consent of the other Parties.

25.2 Successors and assigns

This Agreement shall be binding upon the Parties and their respective successors, permitted assigns and personal representatives.

26. Notices

Without affecting any other effective mode of service, any notice given under this Agreement:

(a) must be in writing and may be delivered personally or sent by registered post to the intended recipient at the address shown below or the address last notified by the intended recipient to the sender:

For the Investors:

MTDC

Level 8-9, Menara Yayasan Tun Razak,

Jalan Bukit Bintang,

55100 Kuala Lumpur

Attn: Norhalim Bin Yunus , Chief Executive Officer

Tel: 03-2172 6000

Fax: 03-2163 7542

PMSB

5th Floor, Bangunan CIMB,

Jalan Semantan, Damansara Heights,

50490 Kuala Lumpur

Attn: Darawati Hussain

Tel: +603 2084 8888

Fax: +603 2093 9688

or

c/o

Trupartners Sdn Bhd

M-2-1, Block M,

Plaza Damas,

Page | 18

60 Jalan Sri Hartamas 1,

54080 Kuala Lumpur

Attn: Norazharuddin Abu Talib

Tel: +603 6203 3030

Fax: +603 6203 3131

For the Existing Shareholder:

Wafergen Bio-Systems Inc

7400 Paseo Padre Parkway

Fremont, CA 94555, USA

Attn: Alnoor Shivji

Tel: +1 (510) 468-0546

Fax: +1 (510) 651-4599

For the Company:

Wafergen Biosystems (M) Sdn Bhd

Suite B.3(2), Ground Floor

KHTP Business Centre

KHTP, 09000 Kulim

Kedah Darul Aman, Malaysia

Tel: +6019 312 4751

Fax: +604 402 3305

Attn: Nazri Said

(b) must be signed; and

(c) will be taken to be duly given or made:

(i) (in the case of delivery in person) when delivered, received or left at the above address; and

(ii) (in the case of delivery by registered post) 48 hours after posting, and in proving service it shall only be necessary to prove that the communication was contained in an envelop which was duly addressed and posted in accordance with this Clause,

but if delivery, receipt or service occurs, or will be taken to occur, on a day on which business is not generally carried on in the place to which the communication is sent or is later than 4 p.m. (local time) it will be taken to have been duly given or made at the commencement of business on the next day on which business is generally carried on in the place.

Page | 19

27. Entire agreement

This Agreement is the entire agreement between the Parties in respect of its subject matter and supersedes all previous agreements with respect to its subject matter.

28. Counterparts

This Agreement may be executed in any number of counterparts, and all counterparts taken together constitute one and the same instrument.

29. Governing Law and Jurisdiction

This Agreement is governed by the laws of Malaysia, and each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Malaysia.

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SCHEDULE 1

Principal Terms of the Series A RCPS

1. Subscription Price and par value

The subscription price for each Series A RCPS shall be Ringgit Malaysia equivalent to USD2.25 calculated at the prevailing exchange rate on the on the date payment of the Subscription Price is effected .  Each Series A RCPS shall have a par value of RM0.01.

2.  Premium

Each Series A RCPS shall be issued at a premium being the difference between the Subscription Price and the par value of RM0.01.

3. Dividend Provision

There is no specific dividend rate attached to the Series A RCPS and the Company is not obliged to declare and pay any dividend while the Investors are holding the Series A RCPS.

4. Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series A RCPS will be entitled to receive only in preference to the holders of Shares, and not the Series B RCPS (which rank pari passu for the purposes of this provision), the relevant Subscription Price paid for the Series A RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.

5.  Conversion

Each holder of the Series A RCPS will have the right, at the option of the holder at any time, to convert all or part of the Series A RCPS into such number of Shares as may be determined in accordance with the following formula:

A represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of the holder in the Company

B represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of all other holders (past and present) of RCPS in the Company

Page | 21

The conversion is to be effected by and subject to the redemption of the Series A RCPS from funds legally available for distribution at the redemption price of USD2.25 per Series A RCPS and the issuance of such number of new Shares to the holder with the issue price based on the following formula:

Issue price per Share	=	A
		N

and applying the redemption monies towards such issue price.

PROVIDED THAT

(i) where N includes any fractions, N is to be rounded downwards to the nearest whole number

(ii) where the number of new Shares to be issued includes any fractions, such number of new Shares is to be rounded downwards to the nearest whole number

(iii) where the issue price includes any fractions of sen, the issue price is to be rounded downwards to the nearest sen

For the purposes of this provision:

(a) the amount in USD of the investment amount is based on the value in USD of the subscription moneys as at the respective date(s) of the relevant subscription(s).

(b) for the avoidance of doubt, where any RCPS has been held by more than one holder, such RCPS and investment amount in relation to the RCPS, is to be counted only once.

To effect the above conversion, a conversion notice shall be sent by the holder(s) of the Series A RCPS to the Company not less than thirty (30) days before the intended date of conversion.  Such notice shall be in writing and shall fix the date and the time for the conversion.

The Company may from time to time consult with, and make proposals to, the holder(s) of Series A RCPS in relation to the exercise of the holder(s)’ entitlement to convert the Series A RCPS.

Completion of the conversion of the Series A RCPS into Conversion Shares shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series A RCPS and the Company.  On the date fixed for conversion, the holder(s) of the Series A RCPS shall deliver to the Company the share certificate(s) for the relevant Series A RCPS in exchange for share certificates in relation to the relevant amount of Conversion Shares resulting from the conversion of those Series A RCPS.  If any share certificate so delivered to the Company relates to any Series A RCPS which are not to be converted on that day, a fresh share certificate for those Series A RCPS shall be immediately issued by the Company to such holder(s).

Page | 22

6. [Deleted]

7. Redemption Rights

The holders of the Series A RCPS may at any time after 31 December 2011, subject to the completion of the PMSB Subsequent Closing or EEV Subsequent Closing (where relevant), by giving a thirty (30) day notice of redemption in such form as may be acceptable to the Company (“Notice of Redemption”), redeem any or all Series A RCPS registered in the name of the holder of the Series A RCPS. The RCPS will be redeemable from funds legally available for distribution at the redemption price (“Redemption Price”) which comprises a par value of RM0.01 with redemption premium equivalent to the difference between (i) the aggregate of the Subscription Price and such price multiplied at the rate of 20% per annum prorated by day, up to the date of the redemption based on a 365-days year (and without any compounding or addition to the principal Subscription Price) and (ii) the par value of RM0.01 per Series A RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.  

All redemption of the Series A RCPS shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series A RCPS and the Company.  On the date fixed for redemption, the holder(s) of the Series A RCPS shall deliver to the Company the share certificate(s) for the relevant Series A RCPS in exchange for payment in cash (by way of bank draft or any other manner acceptable to the holder(s)) by the Company of the aggregate Redemption Price for the time being payable for those Series A RCPS.  If any share certificate so delivered to the Company relates to any Series A RCPS which are not to be redeemed on that day, a fresh share certificate for those Series A RCPS shall be issued by the Company to such holder(s).

No Series A RCPS redeemed by the Company shall be capable of reissue.

8. Voting Rights

The holder of the Series A RCPS will be entitled to the voting rights as referred to in Section 148(2) of the Act.

9. Protective Provisions

Without the approval of the holders of at least a majority of the Series A RCPS, the Company will not take any action, whether by merger, consolidation or otherwise, that:

(a) effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

(b) effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series A RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series A RCPS after the transaction(s),

(c) alters or changes the rights, preferences or privileges of the Series A RCPS,

(d) increases or decreases the number of authorized Series A RCPS,

Page | 23

(e) authorises the issuance of securities having a preference over or on a parity with the Series A RCPS,

(f) changes the number of directors,

(g) amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series A RCPS,

(h) effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

(i) declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

For purposes of these protective provisions, any reference to the Company will be deemed to include any subsidiary of the Company.

10. No Variation

The rights attached to the Series A RCPS shall not be varied, modified or deleted unless in accordance with paragraph 9 above.

[The remainder of this page is intentionally left blank]

Page | 24

SCHEDULE 2

Representations and Warranties

1. Representations and Warranties by the Investors

The Investors warrant to the Company as follows.

1.1 Capacity and Authority

The Investors are duly incorporated and validly exist under the laws of Malaysia and has the power to own its assets and carry on its business as now being conducted.

1.2 Power to execute this Agreement

(a) The Investors have the right, power and authority, and have taken or will take all action necessary, to validly execute, deliver and exercise its right, and perform its obligations under this Agreement;

(b) Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Investors of this Agreement or the performance by the Investors of the transactions contemplated under this Agreement;

(c) This Agreement is a valid and binding obligation of the Investors and is enforceable against the Investors in accordance with its terms;

(d) The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Investors are subject and will not be inconsistent with any constitutional documents or contracts to which the Investors are a party to or otherwise binding on the Investors; and

(e) There is no action, proceeding, claim or investigation pending against the Investors before any court or administrative authority, which, if determined against the Investors, may reasonably be expected to have a material adverse effect on the Investors’ ability to perform the obligations hereunder.

2. Representations and Warranties by the Existing Shareholder and the Company

The Existing Shareholder and the Company warrant to the Investors as follows.

2.1 Capacity and Authority

The Company is duly incorporated and validly exists under the laws of Malaysia and has the power to own its assets and carry on the Business.

Page | 25

2.2 Power to execute this Agreement

(a) The Existing Shareholder and Company have the right, power and authority, and has taken or will take all action necessary, to validly execute, deliver and exercise its right, and perform its obligations under this Agreement;

(b) Other than those set out in this Agreement, no other consent, approval, authorization or other order of any court, regulatory body, administrative agency or other order of any other governmental body is required for the execution and delivery by the Existing Shareholder and the Company of this Agreement or the performance by the Existing Shareholder and the Company of the transactions contemplated under this Agreement;

(c) This Agreement is a valid and binding obligation of the Existing Shareholder and the Company and after fulfillment of the conditions precedent is enforceable against the Existing Shareholder and the Company in accordance with its terms;

(d) The execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which the Existing Shareholder and the Company is subject and save as otherwise disclosed, will not be inconsistent with any constitutional documents or contracts to which the Existing Shareholder and/or the Company is a party to or otherwise binding on the Existing Shareholder and/or the Company; and

(e) There is no action, proceeding, claim or investigation pending against the Existing Shareholder and/or the Company before any court or administrative authority, which, if determined against the Existing Shareholder and/or the Company, may reasonably be expected to have a material adverse effect on the Existing Shareholder and the Company’s ability to perform the obligations hereunder.

 [The remainder of this page is intentionally left blank]

Page | 26

SCHEDULE 3

Principal Terms of the Series B RCPS

1. Subscription Price and par value

The subscription price for each Series B RCPS shall be Ringgit Malaysia equivalent to USD2.25 calculated at the prevailing exchange rate on the on the date payment of the Subscription Price is effected.  Each Series B RCPS shall have a par value of RM0.01.

2.  Premium

Each Series B RCPS shall be issued at a premium being the difference between the Subscription Price and the par value of RM0.01.

3. Dividend Provision

There is no specific dividend rate attached to the Series B RCPS and the Company is not obliged to declare and pay any dividend while the Investors are holding the Series B RCPS.

4. Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series B RCPS will be entitled to receive only in preference to the holders of Shares, and not the Series A RCPS (which rank pari passu for the purposes of this provision), the relevant Subscription Price paid for the Series B RCPS (subject to adjustments for share dividends, splits, combinations and similar events plus accrued dividends (other than any special dividends), if any.

5.  Conversion

Each holder of the Series B RCPS will have the right, at the option of the holder at any time, to convert all or part of the Series B RCPS into such number of Shares as may be determined in accordance with the following formula:

A represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of the holder in the Company

B represents the aggregate original investment amount in USD (comprising the subscription moneys paid to the Company for subscription for RCPS) of all other holders (past and present) of RCPS in the Company

Page | 27

The conversion is to be effected by and subject to the redemption of the Series B RCPS from funds legally available for distribution at the redemption price of USD2.25 per Series B RCPS and the issuance of such number of new Shares to the holder with the issue price based on the following formula:

Issue price per Share	=	A
		N

and applying the redemption monies towards such issue price.

PROVIDED THAT

(i) where N includes any fractions, N is to be rounded downwards to the nearest whole number

(ii) where the number of new Shares to be issued includes any fractions, such number of new Shares is to be rounded downwards to the nearest whole number

(iii) where the issue price includes any fractions of sen, the issue price is to be rounded downwards to the nearest sen

For the purposes of this provision:

(a) the amount in USD of the investment amount is based on the value in USD of the subscription moneys as at the respective date(s) of the relevant subscription(s).

(b) for the avoidance of doubt, where any RCPS has been held by more than one holder, such RCPS and investment amount in relation to the RCPS, is to be counted only once.

To effect the above conversion, a conversion notice shall be sent by the holder(s) of the Series B RCPS to the Company not less than thirty (30) days before the intended date of conversion.  Such notice shall be in writing and shall fix the date and the time for the conversion.

The Company may from time to time consult with, and make proposals to, the holder(s) of Series B RCPS in relation to the exercise of the holder(s)’ entitlement to convert the Series B RCPS.

Completion of the conversion of the Series B RCPS into Conversion Shares shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series B RCPS and the Company.  On the date fixed for conversion, the holder(s) of the Series B RCPS shall deliver to the Company the share certificate(s) for the relevant Series B RCPS in exchange for share certificates in relation to the relevant amount of Conversion Shares resulting from the conversion of those Series B RCPS.  If any share certificate so delivered to the Company relates to any Series B RCPS which are not to be converted on that day, a fresh share certificate for those Series B RCPS shall be immediately issued by the Company to such holder(s).

Page | 28

6. [Deleted]

7. Redemption Rights

The holders of the Series B RCPS may at any time after 31 December 2011, subject to the completion of the PMSB Subsequent Closing or EEV Subsequent Closing (where relevant), by giving a thirty (30) day notice of redemption in such form as may be acceptable to the Company (“Notice of Redemption”), redeem any or all Series B RCPS registered in the name of the holder of the Series B RCPS. The RCPS will be redeemable from funds legally available for distribution at the redemption price (“Redemption Price”) which comprises a par value of RM0.01 with redemption premium equivalent to the difference between (i) the aggregate of the Subscription Price and such price multiplied at the rate of 20% per annum prorated by day, up to the date of the redemption based on a 365-days year (and without any compounding or addition to the principal Subscription Price) and (ii) the par value of RM0.01 per Series B RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.  

All redemption of the Series B RCPS shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series B RCPS and the Company.  On the date fixed for redemption, the holder(s) of the Series B RCPS shall deliver to the Company the share certificate(s) for the relevant Series B RCPS in exchange for payment in cash (by way of bank draft or any other manner acceptable to the holder(s)) by the Company of the aggregate Redemption Price for the time being payable for those Series B RCPS.  If any share certificate so delivered to the Company relates to any Series B RCPS which are not to be redeemed on that day, a fresh share certificate for those Series B RCPS shall be issued by the Company to such holder(s).

No Series B RCPS redeemed by the Company shall be capable of reissue.

8. Voting Rights

The holder of the Series B RCPS will be entitled to the voting rights as referred to in Section 148(2) of the Act.

9. Protective Provisions

Without the approval of the holders of at least a majority of the Series B RCPS, the Company will not take any action, whether by merger, consolidation or otherwise, that:

(a) effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

(b) effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series B RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series B RCPS after the transaction(s),

(c) alters or changes the rights, preferences or privileges of the Series B RCPS,

(d)  increases or decreases the number of authorized Series B RCPS,

Page | 29

(e) authorises the issuance of securities having a preference over or on a parity with the Series B RCPS,

(f) changes the number of directors,

(g) amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series B RCPS,

(h) effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

(i) declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

For purposes of these protective provisions, any reference to the Company will be deemed to include any subsidiary of the Company.

10. No Variation

The rights attached to the Series B RCPS shall not be varied, modified or deleted unless in accordance with paragraph 9 above.

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SCHEDULE 4

Principal Terms of the Series C RCPS

1. Subscription Price and par value

The subscription price for each Series C RCPS at the Initial Closing shall be Ringgit Malaysia equivalent to USD1.5462 calculated at the prevailing exchange rate on the date of payment of the Initial Subscription Price is effected. The subscription price for each Series C RCPS at the Subsequent Closing shall be Ringgit Malaysia equivalent to USD2.3193 calculated at the prevailing exchange rate on the date of payment of the Subsequent Subscription Price is effected. Each Series C RCPS shall have a par value of RM0.01.

2.  Premium

Each Series C RCPS shall be issued at a premium being the difference between the Initial Subscription Price or Subsequent Subscription Price (as the case may be) and the par value of RM0.01.

3. Dividend Provision

There is no specific dividend rate attached to the Series C RCPS and the Company is not obliged to declare and pay any dividend while the Investor is holding the Series C RCPS.

4. Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series C RCPS will be entitled to receive only in preference to the holders of Shares, and not the Series A RCPS and Series B RCPS (which rank pari passu for the purposes of this provision), the relevant Initial Subscription Price and Subsequent Subscription Price (as the case may be) paid for the Series C RCPS plus all accrued but unpaid dividends and dividends in arrears, if any.

5. Conversion

Each holder of the Series C RCPS will have the right, at the option of the holder at any time, to convert all or part of the Series C RCPS into such number of Shares at a conversion ratio of one hundred-to-one (100 Series C RCPS : 1 Share).

The conversion is to be effected by way of consolidating the par value of every one hundred Series C RCPS of RM0.01 each, into the total par value of RM1.00 of each Share.

To effect the above conversion, a conversion notice shall be sent by the holder(s) of the Series C RCPS to the Company not less than thirty (30) days before the intended date of conversion.  Such notice shall be in writing and shall fix the date and the time for the conversion.

The Company may from time to time consult with, and make proposals to, the holder(s) of Series C RCPS in relation to the exercise of the holder(s)’ entitlement to convert the Series C RCPS.

Page | 31

Completion of the conversion of the Series C RCPS into Conversion Shares shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series C RCPS and the Company.  On the date fixed for conversion, the holder(s) of the Series C RCPS shall deliver to the Company the share certificate(s) for the relevant Series C RCPS in exchange for share certificates in relation to the relevant amount of Conversion Shares resulting from the conversion of those Series C RCPS.  If any share certificate so delivered to the Company relates to any Series C RCPS which are not to be converted on that day, a fresh share certificate for those Series C RCPS shall be immediately issued by the Company to such holder(s).

6. [Deleted]

7. Redemption Rights

7.1 The Company may redeem any or all Series C RCPS registered in the name of the holder of the Series C RCPS at any time if the Company is prohibited from granting a loan to the Existing Shareholder using the proceeds from the issuance of the Series C RCPS due to legal or regulatory restrictions in Malaysia, by giving a Notice of Redemption. The Series C RCPS will be redeemable from funds legally available for distribution at the redemption price (“Redemption Price”) which comprises a par value of RM0.01 with redemption premium equivalent to the difference between (i) the aggregate of the Initial Subscription Price or Subsequent Subscription Price (as the case may be) and such price multiplied at the rate of 5% per annum prorated by day, up to the date of the redemption based on a 365-days year (and without any compounding or addition to the principal Initial Subscription Price or Subsequent Subscription Price (as the case may be)) and (ii) the par value of RM0.01 per Series C RCPS plus all accrued but unpaid dividends and dividends in arrears, if any

7.2 All redemption of the Series C RCPS shall be effected at the registered office of the Company unless agreed otherwise by the holder(s) of the Series C RCPS and the Company.  On the date fixed for redemption, the holder(s) of the Series C RCPS shall deliver to the Company the share certificate(s) for the relevant Series C RCPS in exchange for payment in cash (by way of bank draft or any other manner acceptable to the holder(s)) by the Company of the aggregate Redemption Price for the time being payable for those Series C RCPS.  If any share certificate so delivered to the Company relates to any Series C RCPS which are not to be redeemed on that day, a fresh share certificate for those Series C RCPS shall be issued by the Company to such holder(s).

No Series C RCPS redeemed by the Company shall be capable of reissue.

8. Voting Rights

The holder of the Series C RCCPS will be entitled to the voting rights as referred to in Section 148(2) of the Act.

9. Protective Provisions

Without the approval of the holder of the Series C RCPS, the Company will not take any action, whether by merger, consolidation or otherwise, that:

Page | 32

(a) effects a sale, lease, license or other disposition of all or substantially all of the Company’s assets, property or business or undertakings in excess of RM250,000.00,

(b) effects or enters into any agreement regarding any transaction, or series of transactions, which results in the holders of the Series C RCPS prior to the transaction owning less than 50% of the voting power of the Company’s Series C RCPS after the transaction(s),

(c) alters or changes the rights, preferences or privileges of the Series C RCPS,

(d) increases or decreases the number of authorized  Series C RCPS,

(e) authorises the issuance of securities having a preference over or on a parity with the Series C RCPS,

(f) changes the number of directors,

(g) amends, modifies or repeals the Memorandum of Association and/or Articles of the Company in a manner which adversely affects the holders of the Series C RCPS,

(h) effects any recapitalization or reorganization, or any voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or any dissolution, liquidation, or winding up of the Company,

(i) declares or pays dividends on or makes any distributions with respect to any share capital of the Company.

For purposes of these protective provisions, any reference to the Company will be deemed to include any subsidiary of the Company.

10. No Variation

The rights attached to the Series C RCPS shall not be varied, modified or deleted unless in accordance with paragraph 9 above.

Page | 33

Execution

Executed as an Agreement.

Signed for and on behalf of WaferGen Bio-systems, Inc (WGBS.OB) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Signed for and on behalf of Malaysian Technology Development Corporation Sdn Bhd (Company No 235796-U) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Page | 34

Signed for and on behalf of Prima Mahawangsa Sdn Bhd  (Company No 833152-M) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Signed for and on behalf of Wafergen Biosystems (M) Sdn Bhd (formerly known as Global Dupleks Sdn Bhd) (Company No 795066-H) in the presence of:
Witness		Signatory
Name:		Name:
NRIC No:		Designation:
		NRIC No:

Page | 35

EX-99.1

December 15, 2010 FOR IMMEDIATE RELEASE Contact: WaferGen Don Huffman, CFO don.huffman@wafergen.com   Joyce Strand joyce.strand@wafergen.com 510-651-4450

WaferGen Announces $7 Million Capital Raise – $5 Million Equity Private Placement Agreement Signed, and $2 Million Credit Facility Closed

Fremont, Calif., December 15, 2010 -- WaferGen Biosystems, Inc. (OTCBB:WGBS), a leading developer of state-of-the-art genomic analysis systems, today announced that its Malaysian subsidiary, WaferGen Biosystems (M) Sdn. Bhd., has signed a purchase agreement with an investor for a $5 million private placement of the Malaysian subsidiary’s Series C-1 redeemable convertible preference shares.  WaferGen also announced that it completed a secured credit facility with Oxford Finance Corporation for a loan in an aggregate principal amount of $2 million.

WaferGen expects to use the net proceeds from the financings for general corporate and working capital purposes, including for the broad commercialization of the WaferGen SmartChip Real-Time PCR system launched in August 2010.

The investor in the private placement is Malaysian Technology Development Corporation Sdn. Bhd., a leading venture capital and development firm in Malaysia, which has previously invested in WaferGen’s Malaysian subsidiary.  The purchase price of the Series C-1 preference shares is $1.55 per share and the closing is expected to occur in December 2010.  The investor has also been granted a right to purchase up to $2.5 million of Series C-2 preference shares of the Malaysian subsidiary at a purchase price of $2.32 per share at any time within 36 months of the closing.  The redeemable convertible preference shares will be converted into shares of common stock of WaferGen on a one-for-one basis within one year of issuance.

The Oxford credit facility is repayable over three years, and interest on loan is fixed at approximately 13% per annum.  The facility is secured by substantially all of the company’s personal property other than intellectual property, and the credit facility agreement contains certain restrictive covenants applicable to the company, which are customary for facilities of this nature.  In connection with the credit facility, WaferGen also issued Oxford warrants to purchase 95,368 shares of common stock at an exercise price of $1.468 per share.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of securities referenced herein, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities being offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.

About WaferGen and the SmartChip Real-Time PCR System

WaferGen Biosystems, Inc. is a leader in the development, manufacture and sale of state-of-the-art systems for genomic analysis for the life science and pharmaceutical industries.  The company currently offers the breakthrough SmartChip Real-Time PCR system, the next-generation Real-Time PCR system for discovery and validation of biomarkers, or gene expression patterns, on a single platform. The company believes that the SmartChip system is ideal for researchers seeking to confirm discoveries made with the growing use of next-generation sequencing.  In addition, the high throughput capabilities of the SmartChip system enable researchers to extend their research across large panels of genes, and hundreds of samples, at a very reasonable cost.

Combined with next-generation chemistry and optimized assays being developed by WaferGen under the guidance of David Gelfand, Ph.D., Chief Scientific Officer and one of the pioneers of PCR, the SmartChip system is designed to provide accurate, highly sensitive and high-throughput gene expression profiling capabilities to researchers, clinicians and pharmaceutical companies.

In addition, the company offers an innovative fee-based service for gene-expression profiling using the SmartChip system.  For additional information, please see http://www.wafergen.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements".  Such statements include statements relating to the anticipated closing  of the Malaysian subsidiary financing, the expected benefits of the SmartChip Real-Time PCR system with respect to next generation sequencing, statements relating to the expected benefits and advantages of the SmartChip service for gene-expression research, statements relating to the expected benefits and advantages of the SmartChip technology to other applications, and other statements relating to future events are not historical facts, including statements which may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words.

Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the company.  Actual results may differ materially from the expectations contained in the forward-looking statements.  Factors that may cause such differences include the risks that: (i) closing of the Malaysian financing may be delayed or may not be consummated;  (ii) the company may be unsuccessful in commercially developing its products or in achieving market acceptance of new and relatively unproven technologies; (iii) the company will need to raise additional capital to meet its business requirements in the future and the company may not be able to do so on reasonable terms or at all; (iv) the company’s proprietary intellectual property rights may not adequately protect its products and technologies; and (v) the company expects intense competition in its target markets, including from companies that have much greater resources than the company, and there can be no assurance that the company will be able to compete effectively.  More detailed information about the company and the risk factors that may affect the realization of forward-looking statements is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2009 and the most recent Form 10-Q.  Investors and security holders are urged to read this document free of charge on the SEC's web site at www.sec.gov.  The company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

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