INOGEN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 16th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date] and is between Inogen, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Shares of Common Stock Underwriting AgreementInogen Inc • October 27th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Inogen, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [___] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [___] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INOGEN, INC. [—] Shares of Common Stock Underwriting AgreementInogen Inc • February 4th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Inogen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [—] shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [—] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [—] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INOGEN, INC.Equity Incentive Plan • November 27th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Unless otherwise defined herein, the terms defined in the 2012 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
ContractInogen Inc • October 16th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
INOGEN, INC. EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • January 24th, 2024 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”) is made and effective as of March 4, 2024 (the “Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”), and Michael Joseph Bourque (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • October 16th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS SECURITY AGREEMENT (the “Agreement”) dated as of October 12, 2012, is entered into by and among the Borrower (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrower, the “Debtors” and each, individually, a “Debtor”) and Comerica Bank (“Comerica”), as administrative agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • December 13th, 2021 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Transition Agreement and Release (“Agreement”) is made by and between Alison Bauerlein (“Employee”) and Inogen, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
INOGEN, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective as of October 1, 2013 (the “Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”), and Ray Huggenberger (the “Executive”).
INOGEN, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective as of October 1, 2013 (the “Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”), and Ray Huggenberger (the “Executive”).
INOGEN, INC. INDUCEMENT AWARD RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE- BASED)Restricted Stock Unit Agreement • March 1st, 2024 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Award is made and granted to you as an inducement material to you entering into employment with the Company as its Chief Financial Officer within the meaning of Nasdaq Listing Rule 5635(c)(4). This Award is made and granted as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, provisions, conditions and definitions set forth in the Plan, as in effect on the Date of Grant, shall apply to the Award as if it had been granted under the Plan, and the Award shall be subject to such terms, provisions, conditions and definitions, which are hereby incorporated into this Agreement by reference. For the avoidance of doubt, the Award shall not be counted for purposes of calculating the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan as set forth in Section 3(a) of the Plan. In the event that the Plan is amended,
INOGEN, INC. EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • November 6th, 2018 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”), is made and effective as of ___8/17/18___ (the “Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”), and Bart Sanford (the “Executive”).
INOGEN, INC. AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF OCTOBER 12, 2012 COMERICA BANK, AS ADMINISTRATIVE AGENT AND SOLE LEAD ARRANGER/SOLE BOOKRUNNERJoinder Agreement • January 16th, 2014 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 12th day of October, 2012, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”) and Sole Lead Arranger/Sole Bookrunner, and Inogen, Inc. (“Borrower”).
INOGEN, INC. WARRANT TO PURCHASE SHARESInogen Inc • November 27th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies • California
This Warrant is issued to (“Investor”) by INOGEN, INC, a Delaware corporation (the “Company”), pursuant to the terms of that certain Series D-1 Preferred Stock Convertible Promissory Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) of even date herewith, in connection with the Company’s issuance to the holder of this Warrant of a Convertible Promissory Note (the “Note”) and such Investor’s Capital Commitment under the Note Purchase Agreement. Terms used but not defined herein shall have the meaning ascribed to them in the Note Purchase Agreement.
INOGEN, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 6th, 2023 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Unless otherwise defined herein, the terms defined in the Inogen, Inc. 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 16th, 2014 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of March 12, 2012 by and among Inogen, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively the “Investors”).
Credit AgreementCredit Agreement • April 27th, 2015 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Agreement, dated as of November 7, 2014 (the “Effective Date”), is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 300 S. Grand Ave., Los Angeles, CA 90071-3109, and Inogen, Inc. (the “Borrower”), whose address is 326 Bollay Drive, Goleta, CA 93117.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • September 18th, 2018 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Transition Agreement and Release (“Agreement”) is made by and between Matthew Scribner (“Employee”) and Inogen, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
INOGEN, INC. RESTRICTED STOCK UNIT AGREEMENT (TIME-BASED)Restricted Stock Unit Agreement • November 7th, 2017 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Unless otherwise defined herein, the terms defined in the Inogen, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (Time-Based) (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
INOGEN, INC. RESTRICTED STOCK AWARD AGREEMENT (TIME-BASED)Restricted Stock Award Agreement • November 7th, 2017 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Unless otherwise defined herein, the terms defined in the Inogen, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (Time-Based) (the “Award Agreement”).
Continuing Security AgreementContinuing Security Agreement • April 27th, 2015 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
Grant of Security Interest. Inogen, Inc. (the “Borrower”) grants to JPMorgan Chase Bank, N.A., whose address is 300 S. Grand Ave., Los Angeles, CA 90071-3109 (together with its successors and assigns, the “Bank”) a continuing security interest in, pledges and assigns to the Bank all of the Collateral (as hereinafter defined) owned by the Borrower, all of the collateral in which the Borrower has rights or power to transfer rights and all Collateral in which the Borrower later acquires ownership, other rights or rights or power to transfer rights to secure the payment and performance of the Liabilities. Any terms used but not defined herein shall have the respective meanings attributed to such terms in the Credit Agreement, dated as of even date herewith, between Borrower and Bank (the “Credit Agreement). To the extent of any conflict between the terms of this Agreement, on the one hand, and the Credit Agreement, on the other hand, the terms of the Credit Agreement shall control.
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENTAssignment and Assumption of Lease Agreement • July 18th, 2023 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (“Agreement”) is made and entered into as of July 13, 2023, by and between INOGEN, INC., a Delaware corporation (“Assignor”), and SONOS, INC., a Delaware corporation (“Assignee”), with reference to the facts set forth in the Recitals below.
INOGEN, INC. CONSULTING AGREEMENTConsulting Agreement • December 30th, 2021 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Consulting Agreement (this “Agreement”) is made and entered into as of December 29, 2021 (the “Effective Date”) by and between Inogen, Inc. (the “Company”), and Raymond Huggenberger (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
FIRST AMENDMENT TO PRIVATE LABEL DISTRIBUTION AGREEMENTPrivate Label Distribution Agreement • April 30th, 2018 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT TO PRIVATE LABEL DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered as of February 21, 2018 (“First Amendment Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”) and Applied Home Healthcare Equipment, LLC, an Ohio limited liability company (the “Distributor”).
LEASE AGREEMENT by and between TCG INDUSTRIAL SHILOH LLC, a Delaware limited liability company, as Landlord and INOGEN, INC., a Delaware corporation, as Tenant 600 Shiloh Road Plano, Texas 75074Lease Agreement • November 5th, 2019 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
ROCKBRIDGE INVESTMENTS, L.P. MULTI-PURPOSE COMMERCIAL BUILDING LEASETerms and Conditions • November 27th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THESE STANDARD TERMS AND CONDITIONS constitute an integral part of this Multi-Purpose Commercial Building Lease. Each reference in the Standard Terms and Conditions to information set forth in the Basic Provisions of this Lease shall be construed to incorporate all of the information to which reference is made. Any conflict between these Standard Terms and Conditions and the information set forth in the Basic Provisions shall be controlled by the terms of these Standard Terms and Conditions.
FIRST AMENDMENT TO LEASELease • November 4th, 2021 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of June 17, 2021 (the “Execution Date”) by and between RAF PACIFICA GROUP – REAL ESTATE FUND IV, LLC, a California limited liability company; APG HOLLYWOOD CENTER, LLC, a California limited liability company; and APG AIRPORT FREEWAY CENTER, LLC, a California limited liability company (collectively, “Lessor”), and INOGEN, INC., a Delaware corporation (“Lessee”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGER BY AND AMONG INOGEN, INC., MOVE MERGER SUB, INC., New Aera, Inc. AND Gregory J. Kapust, AS THE ENTITLED HOLDERS’ AGENTAgreement and Plan of Merger • August 7th, 2019 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 6, 2019 by and among Inogen, Inc., a Delaware corporation (“Buyer”), Move Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), New Aera, Inc., a Delaware corporation (the “Company”), and Gregory J. Kapust as the representative of the Entitled Holders (the “Entitled Holders’ Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Appendix A attached hereto.
AMENDMENT #2 TO LICENSE AGREEMENTLicense Agreement • October 16th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment ( “Amendment2”) to that certain License Agreement dated as of July 23, 2007 as amended effective October 23, 2009 (the “License Agreement”), is entered into by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“AIR PRODUCTS”) and INOGEN, INC., a Delaware corporation (“INOGEN”), effective as of October 4, 2010 (the “Amendment2 Effective Date”). All capitalized terms not otherwise defined in this Amendment2 shall have the meaning as set forth in the License Agreement.
SECOND AMENDMENT TO PRIVATE LABEL DISTRIBUTION AGREEMENTPrivate Label Distribution Agreement • May 7th, 2019 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS SECOND AMENDMENT TO PRIVATE LABEL DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered as of March 1, 2019 (“Second Amendment Effective Date”), by and between Inogen, Inc., a Delaware corporation (the “Company”) and OxyGo HQ, LLC, formerly known as Applied Home Healthcare Equipment, LLC, an Ohio limited liability company (the “Distributor”).
SECURITY AGREEMENTSecurity Agreement • January 16th, 2014 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS SECURITY AGREEMENT (the “Agreement”) dated as of October 12, 2012, is entered into by and among the Borrower (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrower, the “Debtors” and each, individually, a “Debtor”) and Comerica Bank (“Comerica”), as administrative agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • November 27th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment (the “Amendment”) to that certain License Agreement dated as of July 23, 2007 (the “License Agreement”), is entered into by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“AIR PRODUCTS”) and INOGEN, INC., a Delaware corporation (“INOGEN”), effective as of October 23, 2009 (the “Amendment Effective Date”). All capitalized terms not otherwise defined in this Amendment shall have the meaning as set forth in the Agreement.
LICENSE AGREEMENTLicense Agreement • October 16th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Agreement is entered into as of 23 July 2007 (“Effective Date”), by and between AIR PRODUCTS AND CHEMICALS, INC. (“AIR PRODUCTS”), a corporation organized and existing under the laws of the State of Delaware and having its principal office at 7201 Hamilton Boulevard, Allentown, PA 18195, and INOGEN, INC. (“INOGEN”), a corporation organized under the laws of the State of Delaware and having a place of business at 326 Bollay Drive, Goleta, CA 93117.
INOGEN, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 9th, 2017 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Unless otherwise defined herein, the terms defined in the Inogen, Inc. 2014 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
LICENSE AGREEMENTLicense Agreement • November 27th, 2013 • Inogen Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Agreement is entered into as of 23 July 2007 (“Effective Date”), by and between AIR PRODUCTS AND CHEMICALS, INC. (“AIR PRODUCTS”), a corporation organized and existing under the laws of the State of Delaware and having its principal office at 7201 Hamilton Boulevard, Allentown, PA 18195, and INOGEN, INC. (“INOGEN”), a corporation organized under the laws of the State of Delaware and having a place of business at 326 Bollay Drive, Goleta, CA 93117.
