Dated: September 30, 2011 To: WaferGen Bio-systems, Inc.

Dated:   September 30, 2011

To: WaferGen Bio-systems, Inc.

0000 Xxxxx Xxxxx Xxxxxxx

Xxxxxxx, XX  00000

Attention:  Xxx Xxxxxxx, Chief Financial Officer

Dear Don,

Reference is made to that certain letter agreement (the “Letter Agreement”), dated May 27, 2011, from the Investors who have executed the signature pages thereto (collectively, the “Investors”) and certain other undersigned individuals (collectively, the “Management Members”) to WaferGen Bio-systems, Inc. (the “Company”).

Subject to the Company’s agreement hereto by its execution of this letter below where indicated, the Investors and the Management Members agree with each other and the Company that the Letter Agreement shall be terminated, effective as of the date hereof.

The parties hereto agree that in case, at any time after the date hereof, any further action is necessary or desirable to carry out the purposes and intent of this letter, the parties will take such further action as any party or parties may reasonably request.  This letter may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this letter, and any telecopy or other facsimile transmission of any signature shall be deemed an original.  This letter shall be binding upon each party’s successors and assigns.

Please confirm your agreement with the foregoing by signing and returning to Great Point Partners, LLC the duplicate copy of this letter agreement enclosed herewith.

	Very truly yours,
	INVESTORS:
	Great Point Partners, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	BIOMEDICAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	BIOMEDICAL INSTITUTIONAL VALUE FUND, L.P. By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	BIOMEDICAL OFFSHORE VALUE FUND, LTD. By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

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	WS INVESTMENTS III, LLC By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	XXXXX X. XXXXXXXX By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	CLASS D SERIES OF GEF-PS, L.P. By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director

	LYRICAL MULTI-MANAGER FUND, L.P. By:  Great Point Partners, LLC, its investment manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Title:  Managing Director

3

	DEERFIELD SPECIAL SITUATION FUND, L.P.
	By:	Deerfield Capital, L.P.
		General Partner
		By:	X.X. Xxxxx Capital, LLC
			General Partner
			By:	/s/ Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	President

	DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Director

	DEERFIELD PRIVATE DESIGN FUND II, L.P.
	By:	Deerfield Capital, L.P.
		General Partner
		By:	X.X. Xxxxx Capital, LLC
			General Partner
			By:	/s/ Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	President

	DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
	By:	Deerfield Capital, L.P.
		General Partner
		By:	X.X. Xxxxx Capital, LLC
			General Partner
			By:	/s/ Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	President

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	THE SHIVJI FAMILY TRUST DATED JUNE 12, 2000
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Trustee

5

	COMPANY MANAGEMENT:
		/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx

		/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx

		/s/ Xxxxxx Xxxxxx
		Name:	Xx. Xxxxxx X. Xxxxxx

		/s/ Xxxx Xxxxxxxxx
		Name:	Dr. R. Xxxx Xxxxxxxxx

		/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx

		/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx

		/s/ Xxxxxxx Xxxxxx
		Name:	Xx. Xxxxxxx Xxxxxx

Accepted and agreed: WaferGen Bio-systems, Inc.
By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chief Executive Officer
	cc:	Xxxxxxxx & Xxxxxxxx LLP
		000 Xxxxxx Xxxxxx
		Xxx Xxxxxxxxx, XX  00000
		Attention:  Xxxx X. Xxxxxxxx, Esq.

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