0001079973-18-000056 Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT
Opgen Inc • January 31st, 2018 • Services-medical laboratories • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT` (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") until this Warrant is exercised in full (the "Termination Date") but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the "Company"), up to ______ shares of common stock, par value $0.01 per share (the "Common Stock") (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 31st, 2018 • Opgen Inc • Services-medical laboratories • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [__], 2018, is between OpGen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT
Opgen Inc • January 31st, 2018 • Services-medical laboratories • New York

THIS COMMON STOCK PURCHASE WARRANT` (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 PM New York City time on [FIVE YEAR ANNIVERSARY OF THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the "Termination Date") but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the "Company"), up to ______ shares of common stock, par value $0.01 per share (the "Common Stock") (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the

COMMON STOCK PURCHASE WARRANT
Opgen Inc • January 31st, 2018 • Services-medical laboratories • New York

THIS COMMON STOCK PURCHASE WARRANT` (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 PM New York City time on ____, 2023, or if the final day of such period falls on a date that is not a Trading Day, the next succeeding Trading Day (the "Termination Date") but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the "Company"), up to ______ shares of common stock, par value $0.01 per share (the "Common Stock") (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

STRICTLY CONFIDENTIAL OpGen, Inc.
Letter Agreement • January 31st, 2018 • Opgen Inc • Services-medical laboratories • New York
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