AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1, 2020, is entered into by and between Agendia, Inc., a Delaware corporation (the “Company”) and Brian Dow (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
This Indemnification Agreement is dated as of [•] (this “Agreement”) and is between Agendia N.V., a Dutch public limited company (naamloze vennootschap) registered in the Dutch trade register under number 34185452 (the “Company”), and [•] (“Indemnitee”).
RELATIONSHIP AGREEMENT Agendia N.V. and Athyrium Opportunities III Acquisition 2, LP and The Major ShareholdersRelationship Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
The parties to this Agreement from time to time are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
PROMOTION AGREEMENT BY AND BETWEEN AGENDIA N.V. AND INIVATA LIMITED April 9, 2021Promotion Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories • New York
This Agreement (the “Agreement”) is made and entered into as of April 9, 2021 (the “Effective Date”), by and between Agendia N.V. (“Agendia”), a Netherlands corporation, with offices located at 22 Morgan, Irvine, CA 92618 and Inivata Limited (“Inivata”), a limited company organized and existing under the laws of England and Wales with a principal place of business at [***]. Agendia and Inivata may each be referred to herein individually as a “Party” and collectively as the “Parties”.
LEASE AGREEMENTLease Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
SECOND AMENDMENT TO THAT STANDARD SINGLE-TENANT INDUSTRIAL LEASE NET DATED FEBRUARY 10, 2010 BY AND BETWEEN THE CHILDS FAMILY TRUST AND THE A.J. GARDNER FAMILY TRUST (“LESSOR”) AND AGENDIA, INC. (“LESSEE”)Standard Single-Tenant Industrial Lease • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
This Second Amendment to Lease dated March 11, 2015 is by and between The Childs Family Trust and The A.J. Gardner Family Trust (“Lessor”) and Agendia, Inc. (“Lessee”).
Commercial and Development Collaboration Agreement by and between Agendia, Inc. and PAIGE.AI, Inc. dated as of November 5, 2020Commercial and Development Collaboration Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories • Delaware
This Commercial and Development Collaboration Agreement (“Agreement”), dated and effective as of November 5, 2020 (the “Effective Date”), is by and between Agendia, Inc., a Delaware corporation, having its principal place of business at 22 Morgan, Irvine, California 92618 (“Agendia”) and PAIGE.AI, Inc., a Delaware corporation, having its principal place of business at 11 Times Square, Floor 37, New York, New York 10036 (“Paige”) (collectively, the “Parties,” or each, individually, a “Party”).
ContractLicense and Research Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
NOTE PURCHASE AGREEMENT Dated as of July 24, 2018 among AGENDIA N.V., as the Issuer, The Purchasers from time to time party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, as Collateral Agent €10,000,000 Senior Secured Notes Due 2022Note Purchase Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
This NOTE PURCHASE AGREEMENT is entered into as of July 24, 2018 among AGENDIA N.V., a public limited company (naamloze vennootschap) incorporated under Dutch law, having its seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Science Park 406, 1098 XH Amsterdam, The Netherlands, and registered with the trade register (handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 34185452 (the “Issuer”), the Purchasers (defined herein) from time to time party hereto and ATHYRIUM OPPORTUNITIES III ACQUISITION LP, a Delaware limited partnership, as Collateral Agent for the Purchasers (each as defined below).
FIRST AMENDMENT TO THAT STANDARD SINGLE-TENANT INDUSTRIAL LEASE NET DATED FEBRUARY 10, 2010 BY AND BETWEEN THE CHILDS FAMILY TRUST AND THE A.J. GARDNER FAMILY TRUST (“LESSOR”) AND AGENDIA, INC. (“LESSEE”)Standard Single-Tenant Industrial Lease • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
This First Amendment to Lease dated January 22, 2013 is by and between The Childs Family Trust and The A.J. Gardner Family Trust (“Lessor”) and Agendia, Inc. (“Lessee”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of November 1, 2019, by and between CARDINIA REAL ESTATE LLC, a Delaware limited liability company, as agent for Studebaker Real Estate, LLC (“Landlord”) and AGENDIA, INC., a Delaware corporation (“Tenant” and, collectively with Landlord, the “Parties”).
THIRD AMENDMENT TO THAT STANDARD SINGLE-TENANT INDUSTRIAL LEASE NET DATED FEBRUARY 10, 2010 BY AND BETWEEN THE CHILDS FAMILY TRUST AND THE A.J. GARDNER FAMILY TRUST AND SUBSEQUENTLY ASSIGNED TO LEECONCEPT PARTNERS, LLC (“LESSOR”) AND AGENDIA, INC....Standard Single-Tenant Industrial Lease • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
DATED 10 January 2013 THE SHAREHOLDERS OF AGENDIA N.V. and AGENDIA N.V. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT REGARDING AGENDIA N.V.Shareholder Agreements • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
(Gilde, GLSV, AXA, Van Herk, lNG, Vlugtinvest, Van Doorne, Hiltermann, Huijskes-van Doorne, Debioinnovation, Norgine, Korys, Vogelgezang, Hartwig, Goddard. Scalfaro and Brulleman hereinafter individually referred to as “Investor” and jointly referred to as the “Investors”)
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories • New York
This Note Purchase Agreement, dated as of June 8, 2021 (this “Agreement”), is entered into by and among Agendia N.V., a public limited company (naamloze vennootschap) incorporated under Dutch law (the “Company”), and the entities listed on the schedule of purchasers attached hereto as Schedule I (each a “Purchaser” and, collectively, the “Purchasers”), as such Schedule I may be amended in accordance with Section 12 hereof.
AGENDIA N.V. STOCK OPTION AGREEMENTStock Option Agreement • October 28th, 2021 • Agendia N.V. • Services-medical laboratories
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between Agendia N.V., a limited liability company incorporated under the laws of the Netherlands (the “Company”), and (the “Participant”) evidences the stock option (the “Option”) granted by the Company to the Participant as to the number of shares of the Company’s Ordinary Shares, par value EUR 0.08 per share, first set forth below.
