PUT OPTION AGREEMENT

EXHIBIT 10.3

WAFERGEN BIO-SYSTEMS, INC.

PUT OPTION AGREEMENT

     THIS PUT OPTION AGREEMENT (this “ Agreement ”) is entered into as of May

28, 2008, by and among (i) Alnoor Shivji (the “ Founder ”), the founder and chairman, chief

executive officer and president of WaferGen Bio-systems, Inc., a Nevada corporation

(“ WaferGen US ”), and (ii) Malaysian Technology Development Corporation Sdn Bhd (the

“ Investor ”), a purchaser of Series A Redeemable Convertible Preference Shares (“ Series A

Shares ”) issued by WaferGen Biosystems (M) Sdn. Bhd. (formerly known as Global Dupleks

Sdn. Bhd.), a Malaysian corporation (the “ Company ”), pursuant to that certain Share

Subscription and Shareholders Agreement dated as of the date hereof (the “ Purchase

Agreement ”) between WaferGen US, the Investor and the Company.

RECITALS

     A.      WHEREAS, the Investor has entered into the Purchase Agreement for the

purchase and subscription of certain Series A Shares of the Company.

     B.      WHEREAS, in order to induce the Investor to enter into the Purchase Agreement,

the Founder has agreed to grant to the Investor an option to put (the “ Put Right ”) to the Founder

the Series A Shares purchased by the Investor pursuant to the Purchase Agreement upon the

occurrence of a Triggering Event, as such term is defined 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 OPTION

     1.1      Grant of Put Option. Upon receipt by the Investor of written notice by the

Founder of a Triggering Event, the Investor shall have the option (the “ Put Option ”) to require

the Founder to purchase from the Investor, subject to the conditions set forth in this Agreement,

all of the Series A Shares initially purchased by the Investor pursuant to the Purchase Agreement

or the number of Series A Shares then held by the Investor, whichever is less, at a per share

purchase price equal to US$2.25 (the “ Put Option Price ”). In order to exercise such Put Option,

the Investor must deliver written notice to the Founder of the Investor’s election to exercise the

Put Option in accordance with Section 1.3 of this Agreement within 15 days of the date on which

     1.2      Notice of Triggering Event. The Founder shall provide the Investor written notice

of a Triggering Event within seven days of the date on which the Triggering Event occurs. A

“ Triggering Event ” shall occur when the Founder sells or transfers, prior to May 15, 2009, in

one or more transactions, greater than 2,185,960 shares of Common Stock of WaferGen US

(which amount equals approximately 80% of the shares of Common Stock of WaferGen US

owned by the Founder on the date hereof) to one or more Third Parties (the “ Put Shares ”).

“ Third Party ” means any person or entity other than the Founder’s Affiliates (as defined

below), or the relatives (by blood or marriage) of the Founder or the Founder’s Affiliates;

provided, however, that in the event of any transfer or sale of any Put Shares by the Founder to

the Founder’s Affiliates or the relatives of the Founder or the Founder’s Affiliates (such person

or entity, a “ Transferee ”), such Transferee shall agree in writing to be bound by the terms of this

Agreement with respect to such Put Shares. “ Affiliate ” means, with respect to a person or entity,

any other person or entity directly or indirectly controlling, controlled by, or under common

control with such person or entity.

     1.3      Manner of Exercise. The Investor shall exercise the Put Option by giving an

irrevocable written notice to the Founder, within 15 days of the date on which the Investor

receives written notice of the Triggering Event from the Founder, that the Investor elects to

exercise such Put Option upon the terms and subject to the conditions set forth in this

Agreement.

     1.4      Closing and Payment. The closing of the purchase and sale of the Put Shares

shall occur on the date designated in writing by the Founder to the Investor, which date shall be

within 120 days following the date upon which the Founder received the written notice from the

Investor that the Investor was electing to exercise the Put Option. The aggregate Put Option

Price shall be payable to the Investor by the Founder by wire transfer of immediately available

funds on the closing date to an account designated in writing by the Investor or by delivery of a

receipt of the Investor’s share certificates of the Put Shares and share transfer forms duly

executed by the Investor for the transfer of the Put Shares to the Founder or any other nominee of

the Founder.

     1.5      Rights After Closing. From and after the closing of the purchase of the Put

Shares by the Founder, all rights of the Investor with respect to the Put Shares shall cease, and

such shares shall be owned legally and beneficially by the Founder for all purposes and will be

transferred to the Founder on the books and records of the Company.

     1.6      Partial Purchase. The Founder shall not be obligated to purchase the Put Shares if

the Founder shall be unable to do so without a breach or violation of the provisions of applicable

law or the certificate of incorporation or bylaws of WaferGen US as in effect on such date. If the

Founder is unable to purchase all of the Put Shares