Exhibit
      4.1

     

    


    LOCK-UP
      LETTER AGREEMENT

     

    January
      14, 2008

     

    WaferGen
      Bio-systems, Inc.

    46531
      Fremont Blvd.

    Fremont,
      CA 94538

    


    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the registration statement on Form SB-2/A filed by WaferGen
      Bio-systems, Inc. (the “Company”) on December 17, 2007, relating to the offering
      (the “Offering”) by the selling stockholders of the Company of up to 10,924,907
      shares of common stock, par value $0.001 per share, of the Company. These shares
      include 8,008,448 issued and outstanding shares of common stock and 2,916,459
      shares of common stock underlying warrants, issued to the selling stockholders
      in connection with a private placement offering. Rodman & Renshaw, LLC (the
“Placement Agent”) participated as placement agent in the private placement
      offering. 

     

    In
      connection with the private placement offering, the Placement Agent received
      five-year warrants (the “Rodman Warrants”) to purchase 513,926 shares of the
      Company’s common stock (equal to 7% of the number of shares of the Company’s
      common stock on which the cash fee was payable for units sold in the Offering)
      at an exercise price of $2.25 per share. In addition, R&R Biotech Partners
      LLC, an affiliate of the Placement Agent (“R&R Biotech”) participated as an
      investor in the private placement offering and acquired 166,667 shares of the
      Company’s common stock (the “Shares”) and warrants to purchase 50,000 shares of
      common stock an exercise price of $2.25 per share (the “R&R Biotech
      Warrants” and, together with the Rodman Warrants and the Shares, the
“Securities”). 

     

    Each
      of
      the Placement Agent and R&R Biotech hereby agrees, with respect to the
      Securities and all shares issuable upon the exercise of the Rodman Warrants
      or
      the R&R Biotech Warrants (together, the “Restricted Shares”), not to sell,
      transfer, assign, pledge, or hypothecate, or allow the Restricted Shares to
      be
      the subject of any hedging, short sale, derivative, put, or call transaction
      that would result in the effective economic disposition of the Restricted Shares
      by any person for a period of 180 days immediately following the date of
      effectiveness or commencement of sales in the Offering, except as provided
      below.

     

    Notwithstanding
      the above, the following shall not be prohibited: 

     

    
      	
            	(A)	
              the
                transfer of any security: 

            


    

     

    
      	 	
              (i)

            	
              by
                operation of law or by reason of reorganization of the Company;
                

            


    

     

    
      	 	
              (ii)

            	
              to
                any member participating in the Offering and the officers or partners
                thereof, if all securities so transferred remain subject to the lock-up
                restriction set forth above for the remainder of the time period;
                

            


    

     

    
      	 	
              (iii)

            	
              if
                the aggregate amount of securities of the Company held by the underwriter
                or related person do not exceed 1% of the securities being offered;
                

            


    

     

    
      	 	
              (iv)

            	
              that
                is beneficially owned on a pro-rata basis by all equity owners of
                an
                investment fund, provided that no participating member manages or
                otherwise directs investments by the fund, and participating members
                in
                the aggregate do not own more than 10% of the equity in the fund;
                

            


    

     

    
      	 	
              (v)

            	
              that
                is not an item of value under Rule 2710(c)(3)(B)(iii) through (vii)
                of the
                manual (“Manual”) of the National Association of Securities Dealers, Inc.;
                

            


    

     

    
      	 	
              (vi)

            	
              that
                is eligible for the limited filing requirement in Rule 2710(b)(6)(A)(iv)b
                of the Manual and has not been deemed to be underwriting compensation
                under the Rule; 

            


    

     

    
      	 	
              (vii)

            	
              that
                was previously but is no longer subject to the lock-up restriction
                set
                forth above in connection with a prior public offering (or a lock-up
                restriction in the predecessor rule), provided that if the prior
                restricted period has not been completed, the security will continue
                to be
                subject to such prior restriction until it is completed;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              that
                was acquired subsequent to the Company’s initial public offering in a
                transaction exempt from registration under SEC Rule 144A;
                or

            


    

     

    
      	 	
              (B)

            	
              the
                exercise or conversion of any security, if all securities received
                remain
                subject to the lock-up restriction set forth above for the remainder
                of
                the time period. 

            


    

     

    
      	 	 	 
	 	RODMAN
&
              RENSHAW, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              G.
              Pinou
	 	
              
Name: Tom
              Pinou
	 	Title: Chief
              Financial Officer


    

     

    
      	 	 	 
	 	
              R&R
                BIOTECH PARTNERS LLC

            
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              G. Pinou
	 	
              
Name: Tom Pinou
	 	Title: Chief
              Financial Officer


    

     

    ACKNOWLEDGED
      AND AGREED TO BY

     

    WAFERGEN
      BIO-SYSTEMS, INC.

     

    
      	By: 
              	
              /s/
                Alnoor Shivji

            	 	 
	 	
              

              Name: Alnoor
                Shivji

            	 	 
	 	Title: President