0001079973-14-000600 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 201_ between OpGen, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).

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THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories • Delaware

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of December 18, 2013, by and among OpGen, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”

LEASE AGREEMENT
Lease Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories

THIS LEASE AGREEMENT ("this Lease") is made as of this 30th day of June, 2008, between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company ("Landlord"), and OPGEN, INC., a Delaware corporation ("Tenant").

OPGEN, INC. WARRANT TO PURCHASE COMMON STOCK
Opgen Inc • November 24th, 2014 • Services-medical laboratories • Delaware

THIS CERTIFIES THAT, for value received, _____________, with its principal office located at _________________, or its assigns (the “Holder”), is entitled to subscribe for and purchase from OpGen, Inc., a Delaware corporation, with its principal office at 708 Quince Orchard Road, Gaithersburg, Maryland 20878 (the “Company”), the Exercise Shares (as defined below) at the Exercise Price (as defined below).

FOURTH AMENDMENT TO LEASE AGREEMENT RECITALS
Lease Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories
SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories

THIS SECOND AMENDMENT TO LEASE AGREEMENT (“this Second Amendment”) is dated as of August 15, 2012 (“Effective Date”), by and between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 385 E. Colorado Blvd., Suite 299, Pasadena, California 91101 (“Landlord”), and OPGEN, INC., a Delaware corporation, having an address at Suite 220, 708 Quince Orchard Road, Gaithersburg, Maryland 20878 (“Tenant”).

THIRD AMENDMENT TO LEASE
Lease • November 24th, 2014 • Opgen Inc • Services-medical laboratories

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of December 30, 2013 (“Effective Date”) by and between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company (“Landlord”), and OPGEN, INC., a Delaware corporation (“Tenant”).

STOCKHOLDERS’ AGREEMENTS AMENDMENT
Stockholders’ Agreements • November 24th, 2014 • Opgen Inc • Services-medical laboratories

This Stockholders’ Agreement Amendment dated as of July 11, 2014 (the “Amendment”) is an amendment to (i) the Third Amended and Restated Voting Agreement, dated as of December 18, 2013, as amended by Amendment No. 1 dated February 18, 2014 (the “Voting Agreement”), between the Company and the investors listed therein; (ii) the Third Amended and Restated Investors’ Rights Agreement, dated as of December 18, 2013 (the “Investors’ Rights Agreement”), between the Company and the investors listed therein; and (iii) the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of December 18, 2013 (the “ROFR Agreement” and, together with the Voting Agreement and the Investors’ Rights Agreement, the “Stockholders’ Agreements”).

FIRST AMENDMENT TO LEASE
Lease • November 24th, 2014 • Opgen Inc • Services-medical laboratories

THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made as of April 4, 2011 ("Effective Date") by and between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company ("Landlord"), and OPGEN, INC., a Delaware corporation ("Tenant").

THIRD AMENDED AND RESTATED VOTING AGREEMENT
Adoption Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories • Delaware

THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT is made and entered into as of December 18, 2013 by and among OpGen, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto pursuant to Sections 6.1(a) or 6.2 below, the “Stockholders”).

THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Sale Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories • Delaware

THIS THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is made as of December 18, 2013 by and among OpGen, Inc., a Delaware corporation (the “Company”), and the Stockholders listed on Schedule A (the “Stockholders”).

THIRD AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • November 24th, 2014 • Opgen Inc • Services-medical laboratories • Delaware

This Amendment No. 1 to the Third Amended and Restated Voting Agreement (this “Amendment”), dated as of February 19, 2014, amends the Third Amended and Restated Voting Agreement, dated as of December 18, 2013 (the “Voting Agreement”), by and among OpGen, Inc., a Delaware corporation (the “Company”), and the Stockholders listed therein (collectively, the “Stockholders”). All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Voting Agreement.

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