0001144204-11-033558 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2011 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 27, 2011, by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”) and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

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PURCHASE AGREEMENT
Purchase Agreement • June 1st, 2011 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York

This PURCHASE AGREEMENT (this “Agreement”) is made as of May 25, 2011, by and among WaferGen Bio-systems, Inc., a Nevada Corporation (the “Company”), and the investors named in the attached Schedule I (each an “Investor” and collectively, the “Investors”).

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