WAFERGEN BIO-SYSTEMS, INC.
THIS PUT AGREEMENT (this “ Agreement ”) is entered into as of May 28, 2008, by
and among WaferGen Bio-systems, Inc., a Nevada corporation (“ WaferGen US ”), and the
purchasers (the “ WaferGen Malaysian Investors ” or “ Holders ”) of the Series A Redeemable
Convertible Preference Shares in WaferGen Biosystems (M) Sdn. Bhd. (formerly known as
Global Dupleks Sdn. Bhd.), a Malaysian corporation (the “ Company ”) (“ Series A Shares ”)
pursuant to that certain Share Subscription and Shareholders Agreement dated as of the date
hereof among WaferGen US, the WaferGen Malaysian Investors and the Company (the
“ Purchase Agreement ”). Any term not defined herein shall have the meaning ascribed to such
term in the Purchase Agreement.
A. WHEREAS, the WaferGen Malaysian Investors have entered into the Purchase
Agreement for the purchase of and subscription for certain Series A Shares of the Company.
B. WHEREAS, in order to induce the WaferGen Malaysian Investors to enter into
the Purchase Agreement, WaferGen US has agreed to grant to each WaferGen Malaysian
Investor an option to put (the “ Put Right ”) to WaferGen US the Series A Shares held by such
WaferGen Malaysian Investor, whereby the Series A Shares held by such WaferGen Malaysian
Investor will be exchanged for shares of Common Stock of WaferGen US on the terms set forth
C. WHEREAS, certain capitalized terms used in this Agreement are defined in
Section 2.12 hereof.
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties mutually agree as
1.1 Put Right. Upon receipt by WaferGen US of a written request from a Holder of
Holder’s desire to exercise the Holder’s Put Right (a “ Holder’s Put Notice ”), then all, but not
less than all, of such Holder’s Series A Shares shall be exchanged as described in Section 1.2
below (the “ Exchange ”). For the avoidance of doubt, each Holder shall have the right to
exercise such Put Right individually. After delivery of such Holder’s Put Notice, the Holder
shall deliver all of such Holder’s share certificates and duly executed share transfer forms with
respect to such Series A Shares to the Secretary of WaferGen US (or to his/her order) as
promptly as practicable (but in no event more than 30 days after the date thereof) and take any
other actions reasonably required to effectuate the transfer of all such Holder’s Series A Shares
to WaferGen US. WaferGen US may nominate its nominee(s) to accept the transfer of the Series
A Shares. WaferGen US shall be required to comply with the requirements of this paragraph
until the fifth anniversary of the date of this Agreement, but may in its sole discretion comply
with provisions of this paragraph after such date.
1.2 The Exchange; No Fractional Shares. Upon the occurrence of an Exchange, each
of the Holder’s Series A Shares subject to such Holder’s Put Notice shall be converted into the
right to receive that number of Exchange Securities equal to the U.S. dollar equivalent of the
original purchase or subscription price per share paid for each such Holder’s Series A Share
(with such conversion to U.S. dollars being calculated as of the date of purchase) pursuant to the
Purchase Agreement, divided by the Exchange Price1 (in each case as adjusted for stock splits,
recapitalization, combinations and similar transactions). All Exchange Securities shall be
aggregated and issued to such Holder, except that no fractional shares of Exchange Securities
shall be issued upon the occurrence of an Exchange. If, after the aforementioned aggregation,
the conversion would result in the issuance of any fractional share, WaferGen US shall, in lieu of
issuing any fractional share, pay cash equal to the product of such fraction multiplied by the per
share fair market value of the Exchange Securities (as determined in good faith by the Board of
Directors of WaferGen US). Subject to the delivery by the Holder of its share certificates and
other documents to WaferGen US as required hereby, upon the occurrence of the Exchange,
WaferGen US shall as soon as practicable (but in no event more than 30 days after the date of the
Exchange) issue to such Holder share certificates representing the Exchange Securities.
1.3 Rights After Exchange. From and after the applicable Exchange, all rights of the
Holder with respect to the exchanged Holder’s Series A Shares shall cease with respect to such
shares (except the right to receive the Exchange Securities, and any cash payment for fractional
shares, without interest upon surrender of their certificate or certificates), and such shares shall
be owned legally and beneficially by WaferGen US for all purposes and will be transferred to
WaferGen US on the books and records of the Company.
1.4 Rights After Conversion. If at any time any or all of Holder’s Series A Shares are
converted into Ordinary Shares of the Company for any reason, such Holder’s Put Right
pursuant to this Agreement with respect to all of such Holder’s Series A Shares shall terminate
and expire in its entirety upon such conversion, and such Holder shall have not have any Put
Right with respect to any Ordinary Shares held by such Holder.
2.1 Governing Law. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed an