Very truly yours,INVESTORS:Great Point Partners, LLCBy: /s/ David E. KroinName:David E. KroinTitle:Managing Director

 

 

 

Dated:

September 30, 2011

 

To:	WaferGen Bio-systems, Inc.

7400 Paseo Padre Parkway

Fremont, CA  94555

Attention:  Don Huffman, Chief Financial Officer

 

Dear Don,

 

Reference is made to that certain letter agreement (the “Letter Agreement”), dated May 27, 2011, from the Investors who have executed the signature pages thereto (collectively, the “Investors”) and certain other undersigned individuals (collectively, the “Management Members”) to WaferGen Bio-systems, Inc. (the “Company”).

 

Subject to the Company’s agreement hereto by its execution of this letter below where indicated, the Investors and the Management Members agree with each other and the Company that the Letter Agreement shall be terminated, effective as of the date hereof.

The parties hereto agree that in case, at any time after the date hereof, any further action is necessary or desirable to carry out the purposes and intent of this letter, the parties will take such further action as any party or parties may reasonably request.  This letter may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this letter, and any telecopy or other facsimile transmission of any signature shall be deemed an original.  This letter shall be binding upon each party’s successors and assigns.

 

 

Please confirm your agreement with the foregoing by signing and returning to Great Point Partners, LLC the duplicate copy of this letter agreement enclosed herewith.