0001368993-13-000039 Sample Contracts

COMMON STOCK PURCHASE WARRANT
WaferGen Bio-Systems, Inc. • August 28th, 2013 • Laboratory analytical instruments • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), up to [________] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August 27, 2013, by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, an “Investor” and collectively, the “Investors”).

EXCHANGE AGREEMENT WAFERGEN BIO-SYSTEMS, INC.
Exchange Agreement • August 28th, 2013 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York

THIS EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of August 27, 2013 by and among WaferGen Bio-systems, Inc., a Nevada corporation (the “Company”), and the investors listed on the signature pages hereto (collectively, the “Investors” and each, an “Investor”).

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