Co-Diagnostics, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2020 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2020, between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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UNDERWRITING AGREEMENT among CO-DIAGNOSTICS, INC. and WALLACHBETH Capital, LLC and NETWORK 1 FINANCIAL SECURITIES, INC., as Representatives of the Several Underwriters CO-DIAGNOSTICS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 13th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
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CO-DIAGNOSTICS, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

As further set forth in this agreement (this “Agreement”), Co-Diagnostics, Inc., a company organized under the laws of Utah (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 24th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

This Director and Officer Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and ____________ (the “Indemnitee”).

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Contract
Convertible Note Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

TIDS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WIIB THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.

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EXCLUSIVE LICENSE AGREEMENT CO-DIAGNOSTICS, INC. LICENSOR WATERMARK GROUP INC. LICENSEE
Exclusive License Agreement • January 12th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

This Agreement, effective October 13, 2016, is entered into between Co-Diagnostics, Inc. a Utah corporation, with its principal place of business located at 8160 S. Highland Drive, Sandy, Utah 84093 (referred to in this Agreement as "LICENSOR") and Watermark Group Inc., a Nevada corporation, with its principal place of business located at 64 Industrial Road, Richmond Hill, Ontario L4C 2Y1 (referred to in this Agreement as "LICENSEE").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 12th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 12, 2016, by and among CO-DIAGNOSTICS, INC., a Utah corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), each purchaser identified on the signature pages hereto (the “Purchasers” and each a “Purchaser”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 4th, 2019 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

This Securities Purchase Agreement (this “Agreement”) is dated as of January 30, 2019, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and Robert Salna (the “Purchaser”).

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WARRANT
Warrant Agreement • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR (III) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT TO Agreement AND PLAN OF MERGER (this “Amendment”), dated as of June 10, 2022, is entered into by and among Co-Diagnostics, Inc., a Utah corporation (“Parent”), Advanced Conceptions, Inc., a...
Agreement and Plan of Merger • June 16th, 2022 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus
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COMPANY WARRANT AGREEMENT
Warrant Agreement • March 24th, 2022 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 31, 2021, is entered into by and between Co-Diagnostics, Inc., a Utah corporation (“Parent” or the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

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EXCLUSIVE LICENSE AGREEMENT BETWEEN CO-DIAGNOSTICS, INC. AND DNA LOGIX, INC. COOPERATIVE PRIMERS APRIL 18, 2014 EXCLUSIVE LICENSE AGREEMENT BETWEEN CO- DIAGNOSTICS, INC. AND DNA LOGIX, INC. EXCLUSIVE LICENSE AGREEMENT BETWEEN
Exclusive License Agreement • January 12th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

This Agreement, effective ____________, 2014, is entered into between Co-Diagnostics, Inc. a Utah corporation, with its principal place of business located at 8160 S. Highland Drive, Sandy, Utah 84093 (referred to in this Agreement as "LICENSEE") and DNA Logix, Inc., a Utah corporation, with its principal place of business located at 585 West 500 South, #210, Bountiful, Utah 84010 (referred to in this Agreement as "LICENSOR").

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AGREEMENT AND PLAN OF MERGER among CO-DIAGNOSTICS, INC., ACI ACQUISITION CORP., ADVANCED CONCEPTIONS, INC. and COMPANY REPRESENTATIVE Dated December 21, 2021
Merger Agreement • December 23rd, 2021 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2021, is by and among CO-DIAGNOSTICS, INC., a Utah corporation (the “Parent”), ACI ACQUISITION CORP., a Utah corporation and a wholly owned subsidiary of the Parent (“Subco”), ADVANCED CONCEPTIONS, INC., a Utah corporation (“Company”), and Richard Abbott, solely in his capacity as the Company Representative.

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COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • August 10th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Commercial Lease Agreement (hereinafter, the “Lease”) is a legal and binding contract. Before signing, read the entire document, including the general printed provisions and any attachments. If you have any questions, consult your attorney and/or accountant before signing.

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AMENDMENT TO 12% REVOLVING LINE OF CREDIT PROMISSOPRY NOTE DUE 2016 OF CO- DIAGNOSTICS, INC.
12% Revolving Line of Credit Promissory Note • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Whereas, THIS AMENDMENT TO THE 12% PROMISSORY NOTE dated May 15, 2016, as amended (the “Note”) is entered into, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”) and Hamilton Mining Resources, Inc., a Utah corporation (“Holder”);

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LEASE AGREEMENT
Lease Agreement • March 24th, 2022 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the __ day of June, 2018, between YESCO Properties, LLC, a Utah company (“Landlord”), whose address is 2401 Foothill Dr., SLC, UT 84109, and Co-Diagnostics, a Utah company (“Tenant”), whose address is 2401 Foothill Drive, SLC, UT 84109.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Nevada

This Stock Purchase Agreement (“Agreement”) is made and entered into this _____ day of September, 2016, by and between Ted Murphy with an address located at 64 Industrial road, Richmond Hill, Ontario L4C 2Y1 (“Seller”) and Co-Diagnostics, Inc., a Utah corporation, with an address located at 4049 S. Highland Drive, Salt Lake City, Utah 84124.

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AMENDED EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Amendment to Exclusive License Agreement is made and entered into effective January 1, 2017 by and between Co-Diagnostics, Inc. (“Licensee”) and Brent Satterfield (“Licensor”) to that certain license agreement (“License Agreement”) dated April 18, 2014 between Licensee and DNA Logix, Inc. , which as been assigned to Licensor.

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AMENDMENT #2 TO LEASE
Lease • March 24th, 2022 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

That certain Lease with a Commencement Date of February 1, 2018 between YESCO Properties; LLC, a Utah Limited Liability Company (“Landlord”) and Co-Diagnostics, Inc., a Utah Corporation (“Tenant”) (the “Lease”) as amended by that First Lease Addendum dated June 5, 2018, and Amendment to Lease #1 dated March 26, 2020 (Amendment #1) is by this Amendment #2 to the Lease (this “Amendment”) modified. This Amendment is dated May 26; 2020. Capitalized terms not defined in this Addendum shall have the meaning as set forth in the Lease. Notwithstanding any provision of the Lease to the contrary, the following provisions control:

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SECOND AMENDMENT AGREEMENT
Securities Purchase Agreement • July 10th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

This SECOND AMENDMENT AGREEMENT, dated as of July 10, 2017 (the “Second Amendment”), is made by and among CO-DIAGNOSTICS, INC., a Utah corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”) and each purchaser identified on the signature pages hereto (the “Purchasers” and each a “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below),

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AMENDMENT TO WARRANT
Warrant Amendment • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Amendment, dated as of July 31, 2020 (this “Amendment”), made and entered into by and between CO-DIAGNOSTICS, INC., a Utah corporation (the “Company”), and COLTRIN & ASSOCIATES, INC. (the “Holder”), amends the Warrant dated October 31, 2019 (the “Warrant”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant.

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Contract
Subscription Agreement • January 12th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS BY VIRTUE OF THE COMPANY’S (AS DEFINED BELOW) INTENDED COMPLIANCE WITH SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, THE PROVISIONS OF REGULATION D UNDER SUCH ACT, THE PROVISIONS OF REGULATION S UNDER SUCH ACT AND SIMILAR EXEMPTIONS UNDER STATE LAW. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Contract
Subscription Agreement • January 12th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND WILL BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS BY VIRTUE OF THE COMPANY’S (AS DEFINED BELOW) INTENDED COMPLIANCE WITH SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, THE PROVISIONS OF REGULATION D UNDER SUCH ACT, THE PROVISIONS OF REGULATION S UNDER SUCH ACT AND SIMILAR EXEMPTIONS UNDER STATE LAW. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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MUTUAL RESCISSION AGREEMENT
Mutual Rescission Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

THIS MUTUAL RESCISSION AGREEMENT (“Agreement”) is entered into on the dates set forth below but effective as of September 22, 2016 (the “Effective Date”), by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and Robert Salna and Ted Murphy, individuals with an address located at 64 Industrial Road, Richmond Hill, Ontario L4C 2Y1, Canada, and comprising all members of the Board of Watermark Group, Inc. n/k/a Zika Diagnostics, Inc. (“Murphy”) and Watermark Group, Inc. n/k/a Zika Diagnostics, Inc., a Nevada corporation (“Watermark”);

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AMENDMENT AGREEMENT
Amendment Agreement • June 23rd, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York

This AMENDMENT AGREEMENT, dated as of June 9, 2017 (the “Amendment”), is made by and among CO-DIAGNOSTICS, INC., a Utah corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”) and each purchaser identified on the signature pages hereto (the “Purchasers” and each a “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below),

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WARRANT
Warrant • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR (III) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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CO-DIAGNOSTICS, INC. PROSPERITY INVESTMENTS SUBSCRIPTION AGREEMENT
Subscription Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus
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REVOLVING LINE OF CREDIT PROMISSORY NOTE
Revolving Line of Credit Promissory Note • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

WHEREAS, the Borrower desires to borrow funds from the Lender from time to time and the parties desire to enter into a note which provides for advances from time to time on an unsecured basis.

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SECOND AMENDMENT TO 12% REVOLVING LINE OF CREDIT PROMISSOPRY NOTE DUE 2017 OF CO-DIAGNOSTICS, INC.
12% Revolving Line of Credit Promissory Note • May 24th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Whereas, THIS AMENDMENT TO THE 12% PROMISSORY NOTE dated __________, as amended (the “Note”) is entered into, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”) and _________________________, a _________ _________________ (“Holder”);

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SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Synbiotics Limited, a company incorporated and registered under the Laws of India under the provisions of Companies Act, 1956, having its registered office at Sarabhai Campus, Gorwa Road, Vadodara – 390 023 (hereinafter referred to as “Synbiotics” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors, assigns and permitted nominees), of the One part

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AMENDMENT TO 12% REVOLVING LINE OF CREDIT PROMISSOPRY NOTE DUE 2016 OF CO- DIAGNOSTICS, INC.
12% Revolving Line of Credit Promissory Note • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Whereas, THIS AMENDMENT TO THE 12% PROMISSORY NOTE dated March 1, 2016 as amended (the “Note”) is entered into, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”) and Legends Capital Group, LLC (“Holder”);

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AMENDMENT TO 12% REVOLVING LINE OF CREDIT PROMISSORY NOTE DUE 2016 OF CO- DIAGNOSTICS, INC.
12% Revolving Line of Credit Promissory Note • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Whereas, THIS AMENDMENT TO THE 12% PROMISSORY NOTE dated May 30, 2016, as amended (the “Note”) is entered into, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”) and Machan 1988 Property Trust (“Holder”);

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AMENDMENT TO 12% PROMISSOPRY NOTE DUE 2016 OF CO-DIAGNOSTICS, INC.
12% Promissory Note • April 28th, 2017 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

Whereas, THIS AMENDMENT TO THE 12% PROMISSORY NOTE dated February 22, 2016, as amended (the “Note”) is entered into, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”) and Clavo Rico Incorporated, a Utah corporation (“Holder”);

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Co-Diagnostics, Inc. and LGC, Biosearch Technologies Sign License Agreement for CoPrimer Technology Co-Diagnostics agrees to license CoPrimers™ for use in agricultural applications
License Agreement • November 1st, 2018 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Agreement is the result of a joint development project conducted over the past year to test the performance of CoPrimers in multiplexed reactions when locating specific genetic traits in seed products and genetic mutations, including SNP detection.

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COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • November 9th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus

This Commercial Lease Agreement (hereinafter, the “Lease”) is a legal and binding contract. Before signing, read the entire document, including the general printed provisions and any attachments. If you have any questions, consult your attorney before signing.

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