Exhibit 10.6


 





AMENDED
AND RESTATED MANAGEMENT SERVICES AGREEMENT


This
Amended and Restated Management Services Agreement (this “Agreement”), dated April 2, 2020 (the “Effective
Date”), is entered into by and between OpGen, Inc., a Delaware corporation (the “Company”), and Oliver Schacht,
born on 1 August 1970 in Frankfurt am Main, Germany, living at the address Am Gänsberg 41, 72218 Wildberg-Gültlingen,
Germany (the “Manager”). The Company and the Manager shall hereinafter collectively also be referred to as the “Parties”
and each individually as a “Party”.


Background


		(a)	The Manager
                                         and Curetis N.V., a public company incorporated under the laws of the Netherlands (“Curetis”),
                                         entered into that Management Services Agreement on July 1, 2018 (the “Original
                                         Agreement”), pursuant to which the Manager served as the Managing Director of Curetis.



		(b)	Pursuant
                                         to that certain Implementation Agreement, dated September 4, 2019 (the “Implementation
                                         Agreement”), by and among the Company, Curetis N.V., and Crystal GmbH, a wholly
                                         owned subsidiary of the Company, the Company assumed the Original Agreement upon consummation
                                         of the transactions contemplated by the Implementation Agreement on April 1, 2020.



		(c)	In light
                                         of the consummation of such transaction, the Parties desire to amend and restate the
                                         Original Agreement on the terms and conditions provided herein to reflect the Manager’s
                                         appointment as Chief Executive Officer of the Company.



		(d)	On the
                                         basis of article 2:132 paragraph 3 Dutch Civil Code (Burgerlijk Wetboek) the legal
                                         relationship between a listed company and its Managing Director cannot qualify as an
                                         employment agreement.



NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


		1.	APPOINTMENT
                                         AND SERVICES



		1.1	The
                                         Company hereby appoints the Manager to serve as President and Chief Executive Officer
                                         of the Company effective as of the Effective Date until the termination or expiration
                                         of this Agreement in accordance with its terms. In such position, the Manager will be
                                         responsible for the management of the affairs of OpGen and its affiliated businesses
                                         and will carry out his duties in accordance with the Company’s governing documents
                                         and applicable law and the other responsibilities assigned and delegated to the Manager
                                         from time to time by the Company’s board of directors (the “Board”).



		1.2	The
                                         Manager shall spend sufficient time providing the services under this Agreement, as to
                                         ensure the proper performance of his duties hereunder.



 






    	  





    	 



    

 


 


		1.3	The
                                         Manager shall, at all times during the term of this Agreement faithfully and diligently
                                         perform those duties and exercise such powers which are or may be necessary from time
                                         to time in connection with the provision of the services hereunder and abide by all applicable
                                         laws and all other applicable regulations.



		1.4	The
                                         Manager shall perform the services at his own discretion and shall not be subject to
                                         specific directions from OpGen as to the manner in which the services should be performed,
                                         other than set forth in this Agreement or directed by the Board.



		1.5	The
                                         performance of the Manager and the course of the Company business will be monitored by
                                         and evaluated by the Board on an annual basis.



		2.	TERM AND
                                         TERMINATION OF THE AGREEMENT



		2.1	The
                                         term of this Agreement shall commence on the Effective Date and shall continue in force
                                         until December 31, 2021 (the “Term”), unless sooner terminated in accordance
                                         with its terms.



		2.2	This
                                         Agreement shall automatically terminate upon the approval and granting of the Manager’s
                                         L1 visa by the U.S. Depart of Homeland Security or other applicable governmental agency
                                         of the Unites States (the “Visa Approval”) and the entry by the Company and
                                         the Manager into an employment agreement pursuant to which the Manager will serve as
                                         the President and Chief Executive Officer of the Company (the “Employment Agreement”).
                                         Unless otherwise agreed upon by the Parties, the Employment Agreement shall contain terms
                                         substantially similar to those included in this Agreement as well as any additional terms
                                         that may be reasonably necessary in light of the change in the Manager’s status
                                         as an employee of the Company.



		2.3	This
                                         Agreement can be terminated by either Party by giving 12 months’ written notice
                                         to the other Party. In case of a termination by the Board there shall be no automatic
                                         entitlement to any bonus payment for such year and any bonus payment in such a case will
                                         be at the sole discretion of the Board.



		2.4	The
                                         Company may immediately terminate this Agreement for Cause (as defined herein), by giving
                                         written notice to the Manager specifying such Cause. The Manager may immediately terminate
                                         this Agreement for Good Reason (as defined herein), by giving written notice to the Company
                                         specifying such Good Reason.



		2.5	“Cause”
                                         shall mean: (i) Manager’s commission of a felony; (ii) any act or omission of Manager
                                         constituting dishonesty, fraud, immoral or disreputable conduct that causes material
                                         harm to the Company; (iii) Manager’s violation of Company policy that causes material
                                         harm to the Company; (iv) Manager’s material breach of any written agreement between
                                         Manager and the Company which, if curable, remains uncured after notice; or (v) Manager’s
                                         breach of fiduciary duty.



 






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		2.6	“Good
                                         Reason” means any of the following, without Manager’s consent: (i) a material
                                         diminution of Manager’s responsibilities or duties (provided, however, that the
                                         acquisition of the Company and subsequent conversion of the Company to a division or
                                         unit of the acquiring company will not by itself be deemed to be a diminution of Manager’s
                                         responsibilities or duties); (ii) material reduction in the level of Manager’s
                                         base salary (and any such reduction will be ignored in determining Manager’s base
                                         salary for purposes of calculating the amount of severance pay); (iii) relocation of
                                         the office at which Manager is principally based to a location (other than the Company’s
                                         principal offices) that is more than fifty (50) miles from the location at which Manager
                                         performed his duties immediately prior to the effective date of a Change in Control;
                                         (iv) failure of a successor in a Change in Control to assume this Agreement; or (v) the
                                         Company’s material breach of any written agreement between the Manager and the
                                         Company. Notwithstanding the foregoing, any actions taken by the Company to accommodate
                                         a disability of the Manager or pursuant to the Family and Medical Leave Act shall not
                                         be a Good Reason for purposes of this Agreement. Additionally, before the Manager may
                                         terminate employment for a Good Reason, the Manager must notify the Company in writing
                                         within thirty (30) days after the initial occurrence of the event, condition or conduct
                                         giving rise to Good Reason, the Company must fail to remedy or cure the alleged Good
                                         Reason within the thirty (30) day period after receipt of such notice if capable of being
                                         cured within such thirty-day period, and, if the Company does not cure the Good Reason
                                         (or it is incapable of being cured within such thirty-day period), then Manager must
                                         terminate employment by no later than thirty (30) days after the expiration of the last
                                         day of the cure period (or, if the event condition or conduct is not capable of being
                                         cured within such thirty-day period, within thirty (30) days after initial notice to
                                         the Company of the violation). Transferring the Manager’s employment to a successor
                                         is not itself Good Reason to terminate employment under this Agreement, provided, however,
                                         that subparagraphs (i) through (v) above shall continue to apply to the Manager’s
                                         employment by the successor. This definition is intended to constitute a “substantial
                                         risk of forfeiture” as defined under Treasury Regulation 1.409A-1(d).



		2.7	“Change
                                         in Control” for the purpose of this Agreement, a “Change in Control”
                                         means:



		(a)	A transaction
                                         or series of transactions (other than an offering of Common Stock to the general public
                                         through a registration statement filed with the Securities and Exchange Commission) whereby
                                         any “person” or related “group” of “persons” (as
                                         such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than the
                                         Company, any of its subsidiaries, an employee benefit plan maintained by the Company
                                         or any of its subsidiaries or a “person” that, prior to such transaction,
                                         directly or indirectly controls, is controlled by, or is under common control with, the
                                         Company) directly or indirectly acquires beneficial ownership (within the meaning of
                                         Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than
                                         50% of the total combined voting power of the Company’s securities outstanding
                                         immediately after such acquisition; or



 






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		(b)	The
                                         consummation by the Company (whether directly involving the Company or indirectly involving
                                         the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization,
                                         or business combination or (y) a sale or other disposition of all or substantially all
                                         of the Company’s assets in any single transaction or series of related transactions
                                         or (z) the acquisition of assets or stock of another entity, in each case other than
                                         a transaction:



		(i)	which
                                         results in the Company’s voting securities outstanding immediately before the transaction
                                         continuing to represent (either by remaining outstanding or by being converted into voting
                                         securities of the Company or the person that, as a result of the transaction, controls,
                                         directly or indirectly, the Company or owns, directly or indirectly, all or substantially
                                         all of the Company’s assets or otherwise succeeds to the business of the Company
                                         (the Company or such person, the successor) directly or indirectly, at least a majority
                                         of the combined voting power of the successor’s outstanding voting securities immediately
                                         after the transaction, and



		(ii)	after
                                         which no person or group beneficially owns voting securities representing 50% or more
                                         of the combined voting power of the successor; provided, however, that no person or group
                                         shall be treated for purposes of this section as beneficially owning 50% or more of the
                                         combined voting power of the successor solely as a result of the voting power held in
                                         the Company prior to the consummation of the transaction; or



		(iii)	the
                                         Company’s stockholders approve a liquidation or dissolution of the Company.



In
addition, if a Change in Control constitutes a payment event under this Agreement that provides for the deferral of compensation
and is subject to section 409A of the Code, the transaction or event described in subsection (i), (ii) or (iii) with respect to
such award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation
Section 1.409A-3(i)(5) to the extent required by Code section 409A.


The
Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether
a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and
any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether
a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall
be consistent with such regulation.


		2.8	In
                                         case the Manager is unable to perform the services under this Agreement as a result of
                                         disability or long term illness, this Agreement terminates six (6) months after the month
                                         in which the disability or the long term illness has been determined by a doctor.



 






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		3.	MANAGEMENT
                                         FEE, REIMBURSEMENTS, ACCIDENT AND DEATH



		3.1	As
                                         from the Effective Date, the Manager will be entitled to management fee of € 240,000
                                         (Euros) gross per year, for the services performed under this Agreement, which management
                                         fee shall be paid to the Manager in twelve (12) equal monthly installments (the “Management
                                         Fee”) to be wired into an account designated by the Manager. This Management Fee
                                         shall be re-evaluated by the Board or the Compensation Committee thereof (the “Committee”)
                                         at least once a year.



		3.2	During
                                         the hundred and twenty (120) day period following the Effective Date, the Committee shall
                                         undertake a benchmarking study of the Manager’s compensation compared to the Company’s
                                         peer companies. Upon conclusion of such study, the Committee shall re-evaluate the Management
                                         Fee and the Manager’s bonus opportunity under Section 3.3 and identify any appropriate
                                         adjustments. Any adjustment to the Management Fee made by the Committee pursuant to this
                                         Section 3.2 shall be applied retroactively to the Effective Date.



		3.3	The
                                         Manager will be entitled to an annual bonus that will be awarded on the basis of the
                                         achievement of key performance indicators (“KPI’s”) that are set by
                                         the Board and Committee in advance of each fiscal year. With respect to fiscal year 2020,
                                         the Board and Committee shall establish such KPIs within ninety (90) days of the Effective
                                         Date, and the bonus for such year shall be pro-rated for the portion of the year during
                                         which the Manager served as Chief Executive Officer of the Company. The KPI’s will
                                         be recorded in writing and shall relate to the financial results and operational progress
                                         of the Company and the individual performance of the Manager during a fiscal year. The
                                         actual bonus to be awarded is the amount of the bonus entitlement to be adjusted in line
                                         with the percentage in which the KPI’s are being met; provided, that if such KPIs
                                         are achieved at the target established by the Board or Committee, the bonus entitlement
                                         shall not exceed 50% of the Management Fee. The Board or Committee will determine to
                                         what extent and to what percentage the KPI’s have been met during a fiscal year
                                         promptly following the closing of each fiscal year. The actual bonus amount will be paid
                                         out with the first monthly installment thereafter. Determination of the bonus payments
                                         is at the sole discretion of the Board and Committee.



		3.4	The
                                         Manager shall be reimbursed promptly by the Company for reasonable expenses, incurred
                                         by the Manager in connection with the fulfilment of the services hereunder and necessary
                                         for the proper fulfilment thereof, which expenses include inter alia travel costs, (plane)
                                         tickets, hotels, telephone and representation costs, including business lunches and business
                                         dinners, upon submission in arrears of specified expense statements (declaraties),
                                         substantiated by receipts as well as the appropriate per diem tax allowances under the
                                         relevant tax regime. In addition, the Manager shall be reimbursed for the Manager’s
                                         actual re-location expenses up to an aggregate amount of US$60,000 that are incurred
                                         by the Manager in connection with relocating near the Company’s principal offices
                                         in Gaithersburg, Maryland, U.S. following receipt of the Visa Approval, subject to Manager’s
                                         delivery of reasonable receipts or other evidence of such incurred expenses. Such re-imburseable,
                                         re-location expenses will include those items set forth on Schedule A attached
                                         hereto. These re-location expenses once actually paid shall vest on a pro rata temporis
                                         basis over a twelve month period from the Effective Date of this Agreement in twelve
                                         equal monthly increments. In case Manager terminates his service under this Agreement
                                         or any future employment agreement with the Company during such twelve month period Company
                                         would be entitled to receive any unvested amounts hereunder from Manager.



 






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		3.5	To
                                         facilitate payment of amounts due to the Manager hereunder, the Parties agree that all
                                         amounts payable hereunder may be paid by Curetis, on behalf of the Company, following
                                         which the Company will reimburse Curetis for any amounts paid.



		3.6	Except
                                         to the extent required by law, no amounts shall be deducted or withheld from the Company’s
                                         payments to the Manager for tax purposes of any nature whatsoever, and no social security
                                         contributions of any kind shall be payable by the Company on behalf of the Manager.



		3.7	The
                                         Manager is responsible and obliged to take out and maintain, at its own expense, an adequate
                                         insurance regarding illness, injury or any other form of disability or incapacity of
                                         the Manager. The Company will reimburse the Manager for up to €12,000 (Euros) for
                                         the costs of maintaining health insurance coverage for the Manager and his immediate
                                         family.



		3.8	ln
                                         case of the Manager’s death during the term of this Agreement, the payment of the
                                         Management Fee as referred to in Section 3.1 shall continue to be paid out to the Manager’s
                                         surviving dependents (being the legal beneficiaries / heirs) for a period of six (6)
                                         months.



		4.	INCENTIVE
                                         COMPENSATION



		4.1	The
                                         Manager shall be entitled to participate in the Company’s 2015 Equity Incentive
                                         Plan, as amended and restated. Awards under such plan shall be determined and made by
                                         the Board and Committee consistent with the timing of awards made to other executive
                                         officers of the Company.



		5.	HOLIDAY



		5.1	The
                                         Manager shall have the right not to perform the services, without losing its right on
                                         the Management Fee and reimbursements of the expenses as set out in Section 3 during
                                         thirty (30) working days per year (the “Holidays”).



		5.2	The
                                         Holidays will be taken in parts. The dates on which the Holidays are taken, the availability
                                         and representation during the Holidays will be liaised in close consultation with the
                                         Board. In case of ten (10) or more Holidays are taken in a block the Manager will also
                                         inform the Chairman of the Board at least thirty (30) days in advance.



 






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		5.3	Any
                                         holidays not taken within twelve (12) months after the year they have accrued will lapse,
                                         and the Company shall pay a pro-rated financial compensation.



		6.	INSURANCE



		6.1	The
                                         Company has and maintains professional Directors and Officers Liability Insurance (“D&O
                                         Insurance”) that applies to the Manager on the basis of generally accepted insurance
                                         conditions. The D&O Insurance shall provide for coverage of financial loss incurred
                                         by Company or a third party as a result of a negligent act or omission of the Manager.



		6.2	The
                                         Company or an affiliate shall maintain an accident and injury insurance for the benefit
                                         of the Manager that provides for coverage of injury and/or damages incurred by the Manager.



		7.	INTELLECTUAL
                                         PROPERTY RIGHTS



		7.1	The
                                         Manager hereby agrees that all intellectual property rights, including but not limited
                                         to, copyrights, neighbouring rights, trade and business names, trademarks including service
                                         marks, domain names, source codes, registered and unregistered design rights, database
                                         rights, patents, supplementary protection certificates, plant variety rights, rights
                                         in topographies (layout-design) of semi-conductor products, logo’s, rights in trade
                                         dress or get-up, know how rights and (other) sui generis (intellectual property) rights,
                                         rights in computer software and any other intellectual property rights, in each case
                                         registered or unregistered and including all applications (or rights to apply) for and
                                         renewals, divisionals, continuations or (other) extensions of such rights, and all equivalent
                                         rights or forms of protection in any part of the world, which arise from or relate to
                                         the services provided by the Manager (whether or not instructed by third parties) or
                                         are otherwise created by the Manager either in the course of the performance of the services
                                         under this Agreement or otherwise, including all moral rights, or any amendments or developments
                                         thereto, are vested exclusively in the Company (the “Intellectual Property Rights”).
                                         The Company shall not be obliged to pay any compensation to the Manager for the ownership
                                         of the Intellectual Property Rights, unless explicitly agreed otherwise. This means inter
                                         alia that the Company has the exclusive, worldwide, right to license, distribute, produce
                                         and otherwise exploit the Intellectual Property Rights.



		7.2	Insofar
                                         as the Intellectual Property Rights are, by operation of law or otherwise, vested in
                                         the Manager, the Manager hereby unconditionally and irrevocably assigns and transfers
                                         all (existing and future) Intellectual Property Rights to the Company, which assignment
                                         and transfer is hereby accepted (in advance) by the Company without any form of compensation
                                         being due. The Manager hereby unconditionally and irrevocably waives all (existing and
                                         future) moral rights without any form of compensation being due. The Manager is required
                                         to immediately inform the Company in the event Intellectual Property Rights are created.
                                         The Manager is required to take all necessary measures to protect the Intellectual Property
                                         Rights. The Manager shall not, without the prior consent of the Company, disclose, reproduce,
                                         use, manufacture, offer market, sell, rent or supply the results of their work or instruct
                                         third parties to register these results.



 


 






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		7.3	The
                                         Manager undertakes, upon request of the Company, all that the Company deems required
                                         or desirable in order to establish the assignment and transfer of the Intellectual Property
                                         Rights and the waiver of the moral rights. The Manager shall provide all cooperation
                                         to register the Intellectual Property Rights in the name of Company at the relevant registers.
                                         The Manager hereby grants an irrevocable power of attorney to the Company to take all
                                         necessary measures in name of the Manager with respect to such registration.



		7.4	The
                                         Manager shall, upon request of the Company, provide all cooperation required by the Company
                                         to safeguard and exercise against third parties the Intellectual Property Rights and
                                         moral rights and to render all assistance in case of (alleged) infringement of third
                                         party rights or (alleged) infringement by third parties.



		7.5	The
                                         Manager hereby confirms that the Management Fee (a) covers any assignment of Intellectual
                                         Property Rights and any waiver of moral rights by the Manager, and (b) provides sufficient
                                         compensation for the loss of the benefit of these Intellectual Property Rights and moral
                                         rights.



		8.	PROPERTIES
                                         OF THE COMPANY



		8.1	Any
                                         and all properties of the Company, including but not limited to documents and copies
                                         of documents, digital data and data carriers, made available or provided to the Manager
                                         during the term of and under this Agreement and which are therefore on that basis in
                                         the possession of the Manager, are and shall remain the property of the Company and the
                                         Manager has the obligation to return or destroy these properties to the Company on the
                                         Company’s first demand and furthermore ultimately on the day this Agreement terminates.



		9.	CONFIDENTIALITY



		9.1	The
                                         Manager shall not, except in the proper performance of his duties hereunder, either during
                                         the term of this Agreement or after termination thereof, divulge to any person any trade
                                         secrets or other confidential information concerning the Company entrusted to him or
                                         arising or coming to his knowledge during the course of the performance of his duties
                                         or otherwise, and he shall use their best efforts to prevent the publication or disclosure
                                         thereof.



 


 






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		10.	NON-COMPETE,
                                         NON SOLICITATION AND ANCILLARY ACTIVITIES



		10.1	The
                                         Manager shall, during this Agreement and for a period of two (2) years after the termination
                                         of this Agreement (the “Restricted Period”), not be involved, in any manner,
                                         either independent or as an employee, a contractor or otherwise in a company or undertaking
                                         that directly or indirectly competes with the Company or a company affiliated with the
                                         Company or a company or undertaking that maintains to a substantial extent business or
                                         company relations with the Company or a company affiliated to the Company. During the
                                         Restricted Period, the Manager is prohibited to establish, acquire or directly or indirectly
                                         take part in such a company or undertaking, that as the case may be carries out the same
                                         activities as Company as to its products and geographical scope. The Manager specifically
                                         commits that he



		(a)	will
                                         not enter into an agreement either as an employee or as an independent contractor;



		(b)	will
                                         not support directly or indirectly activities that are prohibited on the basis of this
                                         non-compete provision;



		(c)	will
                                         not directly or indirectly establish or acquire a company or undertaking that competes
                                         with the Company; and



		(d)	will
                                         not take part directly or indirectly in a company or undertaking that competes with the
                                         Company.



The
non-compete as set out in this section does not apply to the acquisition or possession of shares of a public company of maximally
2% of the issued share capital that are admitted to a regulated market or stock exchange.


		10.2	The
                                         Manager commits that he will not during the Restricted Period, directly or indirectly:



		(a)	influence
                                         or attempt to influence customers, suppliers, consultants or any other third party who
                                         at the moment of termination of this Agreement have a contractual or any other kind of
                                         relationship with the Company or a company affiliated with the Company, with the aim
                                         to terminate or not to continue their relationship with the Company or to decrease the
                                         amount of products or services delivered, put forward or acquired; or



		(b)	solicit
                                         or attempt to solicit persons, who at the moment of termination of this Agreement, are
                                         a member of the management board or an employee of the Company or a company affiliated
                                         with the Company with the aim to influence or attempt to influence that they will end
                                         or damage their working relationship with the Company or a company affiliated to the
                                         Company, except when it concerns job advertisements in good faith that are not aimed
                                         at an individual or persons that are at the moment of termination of this Agreement a
                                         member of the management board or an employee of the Company or a company affiliated
                                         with the Company.



 






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		10.3	The
                                         Company will compensate the Manager for the term of the post contractual non-compete
                                         and non-solicitation by way of an amount of 50% of the annual remuneration applicable
                                         under this Agreement during each year that the post contractual non-compete and non-solicitation
                                         apply. Payment will be made in monthly instalments in arrears during the term of the
                                         post contractual non-compete and non-solicitation. The compensation will not be paid
                                         in case the Manager executes the right to terminate this Agreement without Good Reason.



		10.4	The
                                         Company can waive the post contractual non-compete and non-solicitation at any time by
                                         written notification to the Manager. In such event the post contractual non-compete and
                                         non-solicitation will lapse after a period of six months after the Company’s written
                                         notification to the manager.



		10.5	In
                                         case this Agreement is being terminated on the basis of Cause or Good Reason, the Party
                                         terminating this Agreement is allowed to waive his or its rights following from the post
                                         contractual non-compete and non-solicitation by way of a written notification to the
                                         other Party within one (1) month after the termination on the basis of the Cause or Good
                                         Reason.



		10.6	During
                                         the Term, the Manager shall refrain from accepting remunerated or non-remunerated duties
                                         – including any other board of director’s seat or similar position –
                                         on behalf of third parties or from doing business for his own account without the prior
                                         written consent of the Board. The Board will not withhold its consent in case the ancillary
                                         activities do not conflict with the business of the Company or the position of the Manager.



		11.	INTENTIONALLY
                                         OMITTED



		12.	CHANGE
                                         IN CONTROL



		12.1	For
                                         purposes of this Section 12, the following terms shall have the following meanings:



		(a)	“Change
                                         in Control Period” means the period commencing on the date of a Change in Control
                                         and ending on the second anniversary of such date.



		(b)	“Code”
                                         means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated
                                         thereunder.



		(c)	“Successor”
                                         means any affiliate of the Company, or an acquiring, surviving or successor entity in
                                         a Change in Control or their affiliates, as applicable.



		12.2	Other
                                         than during the Change in Control Period, during which Section 12.4 will control, if
                                         the Company terminates this Agreement without Cause, and provided that any such termination
                                         constitutes a “separation from service” (as such term is defined in Treasury
                                         Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder,
                                         a “Separation From Service”), or the Manager terminates this Agreement for
                                         Good Reason, (such termination event is referred to as a “Covered Termination”
                                         and the effective date of termination is the “Termination Date”), the Manager
                                         will be eligible for the compensation and benefits described in Section 12.3 below. If
                                         the Manager’s terminates this Agreement for any reason other than a Covered Termination,
                                         the Manager will not be eligible to receive any compensation or benefits under Section
                                         12.3 of this Agreement. For the avoidance of doubt, the termination of this Agreement
                                         as a result of the death or disability (as defined in the Company's long-term disability
                                         policy) of the Manager shall not, in any event, be deemed to be a termination without
                                         Cause. Transferring this Agreement to a Successor shall also not be considered a termination
                                         without Cause under this Agreement.



 


 






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		12.3	Following
                                         a Covered Termination, and subject to the terms and conditions set forth in Section 12.5,
                                         the Manager will be entitled to receive pay at the rate of the Manager’s Management
                                         Fee in effect immediately prior to the effective date of the Covered Termination for
                                         six (6) months from the Termination Date, less applicable withholdings and deductions
                                         as required by law, paid on the regular payroll dates of the Company following such Termination
                                         Date; provided, however, that no payments will be made prior to the 60th day following
                                         the Termination Date, and on such 60th day, the Company will make a lump sum payment
                                         to the Manager equal to the payments he would have received through such date had the
                                         timing of the payments not been delayed by this sentence, with the balance of the payments
                                         made thereafter as originally scheduled.



		12.4	If
                                         a Change in Control closes and becomes effective and, during the Change in Control Period,
                                         the Manager has a Covered Termination the Manager will be eligible for the following
                                         payments and benefits:



		(a)	Following
                                         a Covered Termination, and subject to the terms and conditions set forth in Section 12.5,
                                         the Manager will receive pay at the rate of the Manager’s Management Fee in effect
                                         immediately prior to the effective date of the Covered Termination for twelve (12) months
                                         from the Termination Date, less applicable withholdings and deductions as required by
                                         law, paid on the regular payroll dates of the Company following such Termination Date;
                                         provided, however, that no payments will be made prior to the 60th day following the
                                         Termination Date, and on such 60th day, the Company will make a lump sum payment to the
                                         Manager equal to the payments he would have received through such date had the timing
                                         of the payments not been delayed by this sentence, with the balance of the payments made
                                         thereafter as originally scheduled.



		(b)	On
                                         the Termination Date of the Covered Termination, any outstanding stock option, restricted
                                         stock units or other equity awards held at such time by the Manager under the terms of
                                         the OpGen, Inc. 2015 Equity Incentive Plan, as amended, the OpGen, Inc. Amended and Restated
                                         Stock Option Plan, as assumed and adopted as of April 1, 2020, or any other plan or program,
                                         to the extent unvested or subject to forfeiture, will become vested and immediately exercisable
                                         (if applicable), or have a lapse of forfeiture restrictions (if applicable). For vested
                                         and exercisable stock options, the Manager shall have one hundred eighty (180) days to
                                         exercise such vested stock options.



 






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		(c)	For
                                         a period of six (6) months after the Termination Date, the Company shall be responsible
                                         for payment of health benefits for the Manager and/or the Manger’s family at levels
                                         substantially equal to those which would have been provided to him or them in accordance
                                         with the plans, programs, practices and policies in effect as of the date before the
                                         Change in Control. If applicable, the Company shall satisfy this obligation by paying
                                         the cost of such health benefit continuation coverage pursuant to Section 601 et seq.
                                         of ERISA (“COBRA”) for the Manager and/or his family. Anything in this Agreement
                                         to the contrary notwithstanding, if this Agreement is terminated by the Company without
                                         Cause or is terminated by the Manager for Good Reason within a period of one hundred
                                         eighty (180) days prior to the date on which a Change in Control occurs, and it is reasonably
                                         demonstrated that such termination (i) was at the request of a third party who has taken
                                         steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in
                                         connection with or anticipation of a Change in Control, then for all purposes of this
                                         Agreement the "Termination Date" shall mean the date immediately prior to the
                                         date of such termination, and the additional benefits under this Section 12.4 shall be
                                         paid to the Manager upon such Covered Termination during the Change in Control Period.



		(d)	Notwithstanding
                                         anything in this Agreement to the contrary, in no event shall the Company be obligated
                                         to commence payment or distribution to the Manager of any amount that constitutes nonqualified
                                         deferred compensation within the meaning of Code section 409A earlier than the earliest
                                         permissible date under Code section 409A that such amount could be paid without additional
                                         taxes or interest being imposed under Code section 409A. The Company and the Manager
                                         agree that they will execute any and all amendments to this Agreement as they mutually
                                         agree in good faith may be necessary to ensure compliance with the distribution provisions
                                         of Code section 409A and to cause any and all amounts due under this Agreement, the payment
                                         or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed
                                         in a single sum payment at the earliest permissible date under Code section 409A. For
                                         purposes of Code section 409A, each payment under this Agreement shall be treated as
                                         a right to separate payment and not part of a series of payments. Without limiting the
                                         generality of the foregoing, in the event the Manager is to receive a payment of compensation
                                         hereunder that is on account of a separation from service, such payment is subject to
                                         the provisions of Code section 409A, and the Manager is a "specified employee"
                                         (as defined in section 1.409A-1(i) of the Treasury Regulations) of the Company, then
                                         payment shall not be made before the date that is six months after the date of separation
                                         from service (or, if earlier than the end of the six month period, the date of the Manager’s
                                         death). Amounts otherwise payable during such six-month payment shall be accumulated
                                         and paid in a lump sum on the first day of the seventh month after the date of termination.



 






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		12.5	Before
                                         any compensation or benefits will be payable to the Manager on account of a Covered Termination,
                                         the Manager must (a) execute a release in the form attached hereto as Schedule B
                                         (the “Release”) within the applicable Consideration Period specified in the
                                         Release, (b) not revoke the Release within any applicable revocation period specified
                                         in the Release such that the Release is effective not later than the 60th day following
                                         the date of termination of this Agreement, and (c) comply with any post-termination obligations
                                         to the Company, including the confidentiality and non-disparagement provisions of the
                                         Release. In the event that the Manager does not comply with any of the foregoing obligations,
                                         no compensation or benefits shall be payable under this Section 12 to the Manager, and
                                         the Company may cease any further payments or the provision of additional benefits hereunder.



		12.6	Notwithstanding
                                         any provision to the contrary, in the event that the payments described in this Section
                                         12, when added to all other amounts or benefits provided to or on behalf of the Manager
                                         in connection with the termination of this Agreement and the Manager’s provision
                                         of services to the Company, would result in the imposition of an excise tax under Code
                                         section 4999, such payments shall be reduced to the extent necessary to avoid such excise
                                         tax imposition. If it is determined, after any such payments are made, that any such
                                         compensation must be returned to the Company so that the Manager does not incur obligations
                                         under Code sections 280G or 4999, upon written notice to the Manager to that effect,
                                         together with calculations of the Company's tax advisor, the Manager shall remit to the
                                         Company the amount of the reduction plus such interest as may be necessary to avoid the
                                         imposition of such excise tax. Notwithstanding the foregoing or any other provision of
                                         this Agreement to the contrary, if any portion of the amount herein payable to the Manager
                                         is determined to be non-deductible pursuant to the regulations promulgated under Code
                                         sections 280G or 4999, the Company shall be required only to pay to the Manager the amount
                                         determined to be deductible under Code sections 280G or 4999.



		13.	MISCELLANEOUS



		13.1	Unless
                                         explicitly stipulated in this Agreement, neither of the Parties is allowed to transfer
                                         this Agreement and/or obligations resulting from this Agreement to a third party in whole
                                         or in part, without the prior written consent of the other Party.



		13.2	A
                                         failure by a Party to take action in the event of non-performance by the other Party
                                         regarding any provision of this Agreement shall not operate as a waiver of such right.



		13.3	Amendments
                                         or additions to this Agreement are only possible and effective to the extent that these
                                         are set forth in writing in a document signed by the Parties.



 






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		13.4	In
                                         the event that one or more provisions of this Agreement is found to be invalid, the remaining
                                         provisions shall remain effective. The Parties shall discuss the invalid provisions in
                                         order to agree upon an alternative arrangement that is valid and which as closely as
                                         possible corresponds with the contents of the provisions to be replaced.



		13.5	This
                                         Agreement amends, restates and supersedes the Original Agreement in all respects, which
                                         Original Agreement shall therefore be of no further or force or effect following the
                                         Effective Date. This Agreement comprises the entire agreement between the parties and
                                         there are not any agreements, understanding, promises or conditions, oral or written,
                                         express or implied concerning the subject matter which are not included into this Agreement
                                         and superseded thereby.



		13.6	This
                                         Agreement may be executed in any number of counterparts. All the counterparts shall together
                                         constitute one and the same Agreement.



		13.7	This
                                         Agreement shall be governed by and construed in accordance with the laws of the State
                                         of Maryland, without regard to its conflict of laws principles. The Parties hereby submit
                                         to the jurisdiction of the state and federal courts for the location encompassing the
                                         Company’s then principal offices for the resolution of any disputes arising under
                                         this Agreement.



		13.8	All
                                         notices or formal communications under or in connection with this Agreement shall be
                                         in the English language.



		13.9	The
                                         headings of the sections hereof are inserted for convenience only and shall not be deemed
                                         to constitute a part hereof nor to affect the meaning thereof.



		13.10	The
                                         Manager acknowledges that the Manager has had an opportunity to retain and consult with
                                         independent counsel and tax advisors to review this Agreement. The Company makes no representations
                                         as to the tax treatment of the payments and benefits provided for under this Agreement.



[signature
page follows]


 




    	14  





    	 



    


IN
WITNESS WHEREOF, this Agreement has been executed by the Parties as of the Effective Date.


	OpGen, Inc.

         

         

                                                               

        By:

        Title:
	 
	





	The Manager

         

         

                                                               

        Oliver Schacht
	 


  



    	  





    	 



    



 


Schedule
A 


Schedule A to
the Agreement is not being filed in accordance with applicable SEC rules. Such schedule is not material to understanding the
Agreement. The information will be disclosed supplementally to the SEC upon request.


 


 




    	A-1 





    	 



    


 


Schedule
B


Form
of Release Agreement


1.       Release.
In exchange for the payments and other consideration provided under the Amended and Restated Management Services Agreement
(the “Services Agreement”), and other good and valuable consideration, to which the Manager would not otherwise be
entitled, and except as otherwise set forth in this Release Agreement, the Manager hereby generally and completely releases, acquits
and forever discharges the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents,
servants, employees, attorneys, shareholders, successors, assigns and affiliates (collectively, the “Company”), of
and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities
and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way related to agreements, events, acts, conduct, or omissions at any time prior to
and including the execution date of this Release Agreement, including but not limited to: all such claims and demands directly
or indirectly arising out of or in any way connected with the Manager’s performance of services for the Company or the termination
of the Services Agreement; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance or termination pay, or any other form
of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law. The
claims and causes of action the Manager is releasing and waiving in this Release Agreement include, but are not limited to, any
and all claims and causes of action that the Company, its parents and subsidiaries, and its and their respective officers, directors,
agents, servants, employees, attorneys, shareholders, successors, assigns or affiliates:


(a)       has
violated its personnel policies, handbooks, or covenants of good faith and fair dealing;


(b)       has
discriminated against the Manager on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry,
disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union
activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation,
including but not limited to: the Age Discrimination in Employment Act, as amended (the “ADEA”); Title VII of the
Civil Rights Act of 1964, as amended; the Maryland Fair Employment Practices Act; Maryland Law on Equal Pay; 42 U.S.C. §
1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Employee Retirement Income Security Act, Section
510; the National Labor Relations Act; and the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, and
similar state and local statutes, laws and ordinances; and


(c)       has
violated any statute, public policy or common law (including but not limited to claims for retaliatory discharge; negligent hiring,
retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional
interference with contract; negligence; detrimental reliance; loss of consortium to the Manager or any member of the Manager’s
family and/or promissory estoppel).






    	B-1 





    	 



    

 


Notwithstanding
the foregoing, the Manager is not releasing any of the following rights or claims: (i) claims for severance payments or benefits
in accordance with the Services Agreement, (ii) claims for vested retirement benefits under any tax-qualified retirement
plan of the Company, (iii) claims relating to the conversion or continuation of insured welfare benefits under any employee benefit
plan sponsored or maintained by the Company in which the Manager was a participant as of the date of termination or resignation,
(iv) any rights of indemnification that the Manager may have for any liabilities arising from the Manager’s actions within
the course and scope of employment with the Company or within the course and scope of the Manager’s role as a member of
the Board of Directors and/or officer of the Company, or (v) any rights or claims that may arise after the execution date of this
Release Agreement. Also excluded from this Release Agreement are any claims which cannot be waived by law. In addition, this Release
Agreement will not operate to limit or bar the Manager’s rights to: file an administrative charge of discrimination with
the Equal Employment Opportunity Commission (“EEOC”) or state and local fair employment practices agencies; report
to any government agency any concerns he may have regarding Company's practices or testify, assist or participate in an investigation,
hearing or proceeding conducted by any such agency; or his ability to seek or obtain monetary awards from the SEC's whistleblower
program. However, the Release Agreement does bar the Manager’s right to recover any personal relief if the Manager or anyone
on his behalf seeks to file a lawsuit or arbitration on the same basis as a charge or complaint of discrimination. The Manager
also acknowledges that the consideration given to the Manager in exchange for the waiver and release in the Release Agreement
is in addition to anything of value to which the Manager was already entitled, and that the Manager has been paid for all time
worked, has received all the leave, leaves of absence and leave benefits and protections for which the Manager is eligible, and
has not suffered any on-the-job injury for which the Manager has not already filed a claim. The Manager further acknowledges that
the Manager has been advised by this writing that the Manager’s waiver and release does not apply to any rights or claims
that may arise after the execution date of this Release Agreement.


2.       ADEA
Waiver and Release. The Manager acknowledges that the Manager is knowingly and voluntarily waiving and releasing any rights
the Manager may have under the ADEA, as amended. The Manager acknowledges that the Manager has been advised by this writing that:
(a) the Manager has twenty-one (21) days (except in the event that the Manager’s services were terminated as part of a group
termination, as determined by the Company, in which case the Manager has forty-five (45) days) to consider this Release Agreement
(although the Manager may choose to voluntarily execute this Release Agreement earlier, in which case, the Manager will sign the
Consideration Period waiver below); (b) the Manager has seven (7) days following execution of this Release Agreement to revoke
it; and (c) this Release Agreement shall not be effective until the date upon which the revocation period has expired unexercised
(the “Effective Date”), which shall be the eighth day after this Release Agreement is executed by the Manager. The
Manager may revoke this Release Agreement during the seven (7) day revocation period by notifying the Company’s Chief Executive
Officer, Chief Financial Officer, or General Counsel in writing.


3.       Confidentiality.
The provisions of this Release Agreement will be held in strictest confidence by the Manager and will not be publicized or
disclosed in any manner whatsoever; provided, however, that: (a) the Manager may disclose this Release Agreement
to the Manager’s immediate family; (b) the Manager may disclose this Release Agreement in confidence to the Manager’s
attorney, accountant, auditor, tax preparer, and financial advisor; and (c) the Manager may disclose this Release Agreement
insofar as such disclosure may be required by law.


 






    	B-2 





    	 



    

 


4.       Non-disparagement.
The Manager agrees not to disparage the Company, and the Company’s employees, directors, managers, partners, agents,
attorneys and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation;
provided that the Manager may respond accurately and fully to any question, inquiry or request for information when required
by legal process.


5.       No
Admission. This Release Agreement does not constitute an admission by the Company of any wrongful action or violation of any
federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or right.


6.       Executive
Certification - Validity of Agreement. The Manager certifies that he has carefully read this Release Agreement and has executed
it voluntarily and with full knowledge and understanding of its significance, meaning and binding effect. The Manager further
declares that he is competent to understand the content and effect of this Release Agreement and that his decision to enter into
this Release Agreement has not been influenced in any way by fraud, duress, coercion, mistake or misleading information. The Manager
has not relied on any information except what is set forth in this Agreement.


7.       Advice
to Consult Legal Representative. Company recommends that the Manager consult with an attorney of his own choosing, at his
own expense, with regard to entering into this Release Agreement.


8.       Breach.
The Manager agrees that upon any breach of this Release Agreement by the Manager, the Manager will forfeit all amounts paid
or owing to the Manager under this Release Agreement. Further, the Manager acknowledges that it may be impossible to assess the
damages caused by the Manager’s violation of the terms of Section 1 of this Release Agreement and further agree that any
threatened or actual violation or breach of those paragraphs of this Release Agreement will constitute immediate and irreparable
injury to the Company. The Manager therefore agrees that any such breach of this Release Agreement is a material breach of this
Release Agreement, and, in addition to any and all other damages and remedies available to the Company upon the Manager’s
breach of this Release Agreement, the Company shall be entitled to an injunction to prevent the Manager from violating or breaching
this Release Agreement. The Manager agrees that if the Company is successful in whole or part in any legal or equitable action
against the Manager under this Section 8, the Manager agrees to pay all of the costs, including reasonable attorney’s fees,
incurred by the Company in enforcing the terms of this Release Agreement


9.       Miscellaneous.
This Release Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between the Manager
and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written
or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations.
This Release Agreement may not be modified or amended except in a writing signed by both the Manager and a duly authorized officer
of the Company. This Release Agreement will bind the heirs, personal representatives, successors and assigns of both the Manager
and the Company, and inure to the benefit of both the Manager and the Company, their heirs, successors and assigns. If any provision
of this Release Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect
any other provision of the Release Agreement and the provision in question will be modified by the court so as to be rendered
enforceable. This Release Agreement will be deemed to have been entered into and will be construed and enforced in accordance
with the laws of the State of Maryland as applied to contracts made and to be performed entirely within the State of Maryland.





 


 


[Signatures
on the next page.]




    	B-3 





    	 



    


 


OPGEN,
INC.


 


 


By:                                      


Name:


Title:


 


MANAGER:


 


 


                                      


[Name]


 


Date:                                      

 

 

 




    	B-4 





    	 



    

CONSIDERATION
PERIOD






I, ___________________________,
understand that I have the right to take at least 21 days (the “Consideration Period”) [except in the
event that the Manager’s services were terminated as part of a group termination, as determined by the Company, in which
case the Manager has a 45-day Consideration Period] to consider whether to sign this Release Agreement, which I received on _______________________
____, 20____. If I elect to sign this Release Agreement before the Consideration Period has passed, I understand I am to sign
and date below this paragraph to confirm that I knowingly and voluntarily agree to waive the Consideration Period.


 


AGREED:






                                      


Manager
Signature


                                      


Date


 


 


 






    	S-1