Exhibit 10.5


 


 


Employee Stock Option Award Agreement


Granted Under OpGen, Inc. 2020 Stock Options
Plan


 


1.       Grant
of Option. This certificate evidences a stock option (this “Stock Option”) granted by OpGen, Inc., a Delaware
corporation (the “Company”), on September 30, 2020 (the “Grant Date”), to ___________________
 (the “Holder”), pursuant to the Company’s 2020 Stock Options Plan (as from time to time in effect,
the “Plan”). Under this Stock Option, the Holder may purchase, in whole or in part, on the terms herein provided,
a total of ______________ (_______) shares of common stock of the Company (the “Shares”) at $2.12 per Share,
which is equal to the fair market value of the Shares on the Grant Date. The latest date on which this Stock Option, or any part
thereof, may be exercised is September 30, 2030 (the “Final Exercise Date”) subject to earlier termination
as provided in the Plan. If the Holder is an executive Officer, the Stock Option evidenced by this certificate is intended to
be, and is hereby designated, as an incentive stock option as defined in section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”), to the extent permitted by section 422 of the Code, and a nonstatutory
option, that is, an option that does not qualify as an incentive stock option as defined in section 422 of the Code for
the remainder. Defined terms used in this Award Agreement without definition have the meanings set forth in the Plan.


This Stock Option is exercisable in the following
installments prior to the Final Exercise Date: twenty-five percent (25%) of the shares underlying this Stock Option on the first
anniversary of the Grant Date (the “Vesting Commencement Date”), and six and one-quarter percent (6.25%) at
the end of each quarterly period thereafter.


 


2.       Provisions
of the Plan. This Stock Option is subject to the provisions of the Plan, which are incorporated herein by reference. A copy
of the Plan as in effect on the date of the grant of this Stock Option has been furnished to the Holder. By exercising all or any
part of this Stock Option, the Holder agrees to be bound by the terms of the Plan and this certificate. All initially capitalized
terms used herein will have the meaning specified in the Plan, unless another meaning is specified herein.


1.1             
Partial Exercise. An exercisable Option may be exercised in whole or in part. However,
an Option shall not be exercisable with respect to fractional Shares and the Administrator may require that, by the terms of the
Option, a partial exercise must be with respect to a minimum number of Shares.


1.2             
Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised
upon delivery of all of the following to the Secretary of the Company, the stock plan administrator of the Company or such other
person or entity designated by the Administrator, or his, her or its office, as applicable:


(a)              
A written or electronic notice complying with the applicable rules established by the Administrator
stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled
to exercise the Option or such portion of the Option;


(b)              
Such representations and documents as the Administrator, in its sole discretion, deems necessary
or advisable to effect compliance with Applicable Law. The Administrator, in its sole discretion, may also take whatever additional
actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and
issuing stop-transfer notices to agents and registrars;


(c)              
In the event that the Option shall be exercised pursuant to Section 11.3 by any person or
persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in
the sole discretion of the Administrator; and






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(d)              
Full payment of the exercise price and applicable withholding taxes to the stock plan administrator
of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections
11.1 and 11.2.


1.3             
Payment. If the Holder is an executive Officer, the exercise price may be paid by one
or more of the following methods: (a) cash or check, (b) Shares (including Shares issuable pursuant to the exercise of the Option)
or Shares held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences, in
each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written
or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares
then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds
of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is
then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Committee in
its sole discretion. The Committee shall also determine the methods by which Shares shall be delivered or deemed to be delivered
to Holders. 


1.4             
Tax Withholding. The Company or any Subsidiary shall have the authority and the right
to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign
taxes (including the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be
withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator, in its sole
discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Holder to elect to have the Company withhold,
Shares otherwise issuable under an Option (or allow the surrender of Shares). The number of Shares which may be so withheld or
surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal
to the aggregate amount of such liabilities based on the applicable statutory withholding rates for federal, state, local and foreign
income tax and payroll tax purposes that are applicable to such supplemental taxable income without leading to any avoid adverse
accounting consequences. The Administrator shall determine the Fair Market Value of the Shares, consistent with applicable provisions
of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale
of Shares to pay the Option exercise price or any tax withholding obligation.


1.5             
Conditions to Issuance of Shares.


(a)        
Notwithstanding anything herein to the contrary, the Company shall not be required to issue
or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until
the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable
Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to
the terms and conditions provided herein, the Board or the Committee may require that a Holder make such reasonable covenants,
agreements and representations as the Board or the Committee, in its sole discretion, deems advisable in order to comply with Applicable
Law.


(b)        
All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book
entry procedures may be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable
to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions
applicable to the Shares.






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(c)        
The Administrator shall have the right to require any Holder to comply with any timing or
other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation,
as may be imposed in the sole discretion of the Administrator.


(d)        
Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator
or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection
with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or
stock plan administrator).


(e)        
Any securities delivered under the Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law,
the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.


1.6             
Notification Regarding Disposition. The Holder shall give the Company prompt written
or electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two
years from the date of grant (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of
the Code) of such Option to such Holder, or (b) one year after the transfer of such Shares to such Holder.


1.7             
At-Will Employment; Voluntary Participation. Nothing in the Plan or in any Program
or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director for, the Company
or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are
hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without
notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided
otherwise in a written agreement between the Holder and the Company or any Subsidiary. Participation by each Holder in the Plan
shall be voluntary and nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the
Plan. 


1.8             
No Stockholders Rights. Except as otherwise provided herein, a Holder shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


1.9             
Paperless Administration. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system
using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a
Holder may be permitted through the use of such an automated system.


1.10         
“Termination of Service” means:


(a)              
As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases
to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement,
but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any
Subsidiary.


(b)              
As to an Employee, the time when the employee-employer relationship between a Holder and the
Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge,
death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment
or service as a Consultant or Non-Employee Director with the Company or any Subsidiary.






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The Administrator, in its sole discretion,
shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation,
the question of whether a Termination of Service resulted from a discharge for “cause” and all questions of whether
particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive
Stock Options, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer
relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status
or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and
revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations
shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a
Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be executed by its duly authorized officer.


 


OpGen, Inc.


 


 


Dated:  


_________________________________


By:


Title:


 


 


 


Acknowledged and agreed:


Holder


 


 


Dated:  


_________________________________


Name:


 


 


 


 






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