0001047469-15-004178 Sample Contracts

OPGEN, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2015 • Opgen Inc • Services-medical laboratories • New York

The undersigned, OpGen, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of up to 3,277,500 units (“Units”) of the Company’s securities. Each Unit consists of one share of common stock, par value $0.01 per share, of the Company (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price equal to $[·] per share (each a “Warrant” and collectively, the “Warrants”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

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