COMMON STOCK PURCHASE WARRANT OPGEN, INC.Opgen Inc • October 16th, 2023 • Services-medical laboratories
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 or times on or after [________], 20231 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________], 20282, which is the five-year anniversary of the Initial Exercise Date (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2021 • Opgen Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2021, 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”).
UNDERWRITING AGREEMENT Between OPGEN, INC. And AEGIS CAPITAL CORP. as Representative of the Several UnderwritersUnderwriting Agreement • March 26th, 2019 • Opgen Inc • Services-medical laboratories • New York
The undersigned, OpGen, Inc., a corporation formed under the laws of the State of Delaware (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of OpGen, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT OPGEN, INC.Opgen Inc • February 10th, 2021 • 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 201_ between OpGen, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT OPGEN, Inc.Opgen Inc • October 15th, 2019 • 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). This Warrant is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
COMMON STOCK PURCHASE WARRANT OPGEN, INC.Common Stock Purchase Warrant • May 4th, 2023 • Opgen Inc • 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 Stockholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Stockholder Approval Date, provided that, if such date is not a Trading Date, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2023 • Opgen Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2023, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2021 • Opgen Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2021, 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
EXHIBIT A-2 SERIES [A-1] [A-2] COMMON STOCK PURCHASE WARRANT OPGEN, INC.Opgen Inc • January 5th, 2023 • Services-medical laboratories • New York
THIS SERIES [A-1] [A-2] 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____ (the “Termination Date”) but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
COMMON STOCK PURCHASE WARRANT OPGEN, Inc.Common Stock Purchase • October 15th, 2019 • Opgen Inc • 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 p.m. (New York City time) on ______________[1] (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 Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT opgen, inc.Opgen Inc • October 3rd, 2022 • Services-medical laboratories
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 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
OpGen, Inc.Opgen Inc • February 10th, 2021 • Services-medical laboratories • New York
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • June 24th, 2022 • Opgen Inc • Services-medical laboratories • New York
OpGen, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • October 3rd, 2022 • Opgen Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2022 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 WARRANTOpgen 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).
UNDERWRITER’S COMMON STOCK PURCHASE WARRANT OPGEN, Inc.Opgen Inc • October 28th, 2019 • Services-medical laboratories • New York
THIS UNDERWRITER’S 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 p.m. (New York City time) on ______________1 (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 Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
Warrant To Purchase Common StockOpgen Inc • May 17th, 2016 • Services-medical laboratories • New York
OpGen, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________________________, the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the Initial Exercisability Date (as defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ______________ (each warrant to purchase 0.75 of a share of the Company’s Common Stock) fully paid nonassessable shares of Common Stock, par value $0.01 per share, subject to adjustment as provided herein (the "Warrant
COMMON STOCK PURCHASE WARRANT OPGEN, INC.Opgen Inc • May 13th, 2015 • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC 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 that is 180 days from the effective date (“Effective Date”) of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the “Company”), up to 185,249 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
COMMON STOCK PURCHASE WARRANT opgen, inc.Notice of Exercise • October 15th, 2021 • Opgen Inc • Services-medical laboratories
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 later of Authorized Share Increase Date and April ___, 2022[1] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on five (5) year anniversary of the Initial Exercise Date, provided, however, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from OpGen, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
25,000,000 COMMON STOCK SALES AGREEMENTOpgen Inc • September 14th, 2016 • Services-medical laboratories • New York
AMENDED AND RESTATED AT THE MARKET OFFERING AGREEMENTTerms Agreement • November 13th, 2020 • Opgen Inc • Services-medical laboratories • New York
OpGen, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) and BTIG, LLC (“BTIG” and, collectively with Wainwright, the “Managers” and, each, a “Manager”) as follows:
OPGEN, INC. UNDERWRITING AGREEMENTUnderwriting 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.”
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of December 18, 2013, by and among OpGen, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
WARRANT AGREEMENTWarrant Agreement • April 23rd, 2015 • Opgen Inc • Services-medical laboratories • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2015, is by and between OpGen, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc., a Pennsylvania corporation, as Warrant Agent (the Warrant Agent”).
OPGEN, INC. UNDERWRITING AGREEMENTOpgen Inc • October 18th, 2018 • Services-medical laboratories • New York
OpGen, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as the representative (the “Representative”), an aggregate of 2,220,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 330,751 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares are also referred to as the “Securities.”
LEASE AGREEMENTLease Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
THIS LEASE AGREEMENT ("this Lease") is made as of this 30th day of June, 2008, between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company ("Landlord"), and OPGEN, INC., a Delaware corporation ("Tenant").
OpGen, Inc. 2,590,170 Shares of Common Stock Pre-Funded Warrants to Purchase 2,109,830 Shares of Common Stock and Warrants to Purchase 4,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 28th, 2019 • Opgen Inc • Services-medical laboratories • New York
OpGen, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of (a) 2,590,170 shares of common stock (the “Firm Shares”), par value $0.01 per share, of the Company (the “Common Stock”) and (b) 2,109,830 pre-funded warrants to purchase 2,109,830 shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) warrants to purchase 4,700,000 shares of Common Stock (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by each Underwriter is set forth opposite its name on Schedule A hereto. The Company also proposes to sell to each Underwriter, at the option of the Underwriter, up to an additional 705,000 shares of Common Stock (the “Option Shares”) and/or warrants to purchase up to an aggregate o
PREFUNDED COMMON STOCK PURCHASE WARRANT OPGEN, Inc.Prefunded Common Stock Purchase • May 4th, 2023 • Opgen Inc • Services-medical laboratories • New York
THIS PREFUNDED 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 set forth above (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 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2016 • Opgen Inc • Services-medical laboratories • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2016, 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”).
WARRANT AGREEMENTWarrant Agreement • May 13th, 2015 • Opgen Inc • Services-medical laboratories • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 8, 2015, is by and between OpGen, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc., a Pennsylvania corporation, as Warrant Agent (the Warrant Agent”).
ContractOpgen Inc • March 20th, 2015 • Services-medical laboratories • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
OPGEN, INC. AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENTControl and Severance Benefits Agreement • September 25th, 2018 • Opgen Inc • Services-medical laboratories • Maryland
This AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENT ("Agreement") is dated September 24, 2018 ("Effective Date"), and is between Timothy C. Dec ("Executive") and OPGEN, INC., a Delaware corporation (the "Company").
DEED OF LEASEDeed of Lease • November 16th, 2020 • Opgen Inc • Services-medical laboratories
This Lease (the “Lease”) is made this 11th day of November, 2020 (the “Effective Date”), between KEY WEST MD OWNER, LLC, a Delaware limited liability company (“Landlord”), and OPGEN INC., a Delaware corporation (“Tenant”).
