0001144204-10-037170 Sample Contracts

COMMON STOCK PURCHASE WARRANT WAFERGEN BIO-SYSTEMS, INC.
Common Stock Purchase • July 8th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wafergen Bio-systems, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 8th, 2010 • WaferGen Bio-Systems, Inc. • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2010, between Wafergen Bio-systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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