INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2015 • 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”).
LEASE AGREEMENTLease Agreement • March 3rd, 2015 • 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").
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 3rd, 2015 • 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.”
OPGEN, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 3rd, 2015 • Opgen Inc • 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 RECITALSLease Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 3rd, 2015 • 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”).
FIRST AMENDMENT TO LEASELease Agreement • March 3rd, 2015 • 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").
OPGEN, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENTExecutive Change in Control and Severance Benefits Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • Maryland
This EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENT (“Agreement”) is dated January 27, 2012 (“Effective Date”), and is between Vadim Sapiro (“Executive”) and OPGEN, INC., a Delaware corporation (“Company”).
THIRD AMENDMENT TO LEASELease Agreement • March 3rd, 2015 • 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 AMENDMENTStockholders’ Agreement • March 3rd, 2015 • 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”).
TECHNOLOGY DEVELOPMENT AGREEMENT by and between OPGEN, INC., and HITACHI HIGH- TECHNOLOGIES CORPORATION September 25, 2013Technology Development Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • New York
This TECHNOLOGY DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of September 25, 2013 (the “Effective Date”) by and between OpGen, Inc., a Delaware corporation having its principal place of business at 708 Quince Orchard Road, Gaithersburg, Maryland 20878 (“OpGen”), and Hitachi High-Technologies Corporation, a Japan corporation having its principal place of business at 24-14, Nishi-shimbashi 1-chome, Minato-ku, Tokyo 105-8717, Japan (“HHT”). OpGen and HHT are sometimes referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.
AMENDMENT TO EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENTExecutive Change in Control and Severance Benefits Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
This Amendment (the “Amendment”), dated as of November 1, 2013 (the “Amendment Effective Date”) is an amendment to that certain Executive Change in Control and Severance Benefits Agreement, dated January 19, 2011 (the “Agreement”), by and between C. Eric Winzer (“Executive”) and OpGen, Inc., a Delaware corporation (the “Company”). All defined terms used in this Amendment without definition have the meanings set forth in the Agreement.
FIRST ADDENDUM TO TECHNOLOGY DEVELOPMENT AGREEMENTTechnology Development Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
This First Addendum to Technology Development Agreement (“Addendum”), dated March 27, 2014 (the “Addendum Effective Date”), is by and between OpGen, Inc., a Delaware corporation having its principal office at 708 Quince Orchard Rd., Gaithersburg, Maryland 20878 (“OpGen”) and Hitachi High-Technologies Corporation, a Japan corporation having its principal place of business at 24-14, Nishi-Shimbashi, 1-chome, Minato-ku, Tokyo 105-8717, Japan (“HHT”), and amends the development work scope and terms of the Technology Development Agreement dated September 25, 2013, by and between OpGen and HHT (the “Development Agreement”). OpGen and HHT are individually referred to as a “Party” and collectively as the “Parties” to this Addendum. All capitalized terms used in this Addendum without definition have the meanings set forth in the Development Agreement.
Re: Amended and Restated Chief Executive Officer Letter AgreementChief Executive Officer Letter Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • Maryland
This letter agreement documents your position as the Chief Executive Officer (“CEO”) of the Company, effective as of October 25, 2013 (the “Effective Date”), in addition to your continued service as the Chairman of the Board of Directors (the “Board”). In your role as CEO, you will report to the Board, and will perform such duties as are normally associated with the position of chief executive officer and president of a Delaware corporation.
AMENDMENT TO EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENTExecutive Change in Control and Severance Benefits Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
This Amendment (the “Amendment”), dated as of November 1, 2013 (the “Amendment Effective Date”) is an amendment to that certain Executive Change in Control and Severance Benefits Agreement, dated January 27, 2012 (the “Agreement”), by and between Vadim Sapiro (“Executive”) and OpGen, Inc., a Delaware corporation (the “Company”). All defined terms used in this Amendment without definition have the meanings set forth in the Agreement.
SECOND STOCKHOLDERS' AGREEMENTS AMENDMENTStockholders' Agreements Amendment • March 3rd, 2015 • Opgen Inc • Services-medical laboratories
This Second Stockholders' Agreements Amendment dated as of February 7, 2015 (this "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 and by the Stockholders' Agreements Amendment dated as of July 11, 2014 (the "Voting Agreement"), among the Company and the investors listed therein; (ii) the Third Amended and Restated Investors' Rights Agreement, dated as of December 18, 2013, as amended by the Stockholders' Agreements Amendment dated as of July 11, 2014, among the Company and the investors listed therein (the "Investors' Rights Agreement");and (iii) the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of December 18, 2013, as amended by the Stockholders' Agreements Amendment dated as of July 11, 2014, among the Company and the investors listed therein (the "ROFR Agreement" and, together with the Voting Agreement and the Investors' Right
EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Supply Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • California
This Supply Agreement (the “Agreement”) is effective as of the 17th day of March, 2014 (the “Effective Date”) by and between Fluidigm Corporation, a Delaware corporation with its principal place of business at 7000 Shoreline Court, Suite 100, South San Francisco, California 94080 (“Fluidigm”) and OpGen, Inc., a Maryland corporation with its principal place of business at 708 Quince Orchard Rd, Gaithersburg, MD (“Buyer”). Buyer and Fluidigm are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NOTES PURCHASE AGREEMENTNotes Purchase Agreement • March 3rd, 2015 • Opgen Inc • Services-medical laboratories • Delaware
THIS NOTES PURCHASE AGREEMENT, is made as of February 11, 2015 (the "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and the Investors listed on Exhibit A attached to this Agreement (each an "Investor" and together the "Investors"). Certain capitalized terms used in this Agreement are set forth in Section 1.5.
