EX-10.6





 Exhibit 10.6 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [DATE], is entered into by and between
Agendia, Inc., a Delaware corporation (the “Company”) and Mark R. Straley (the “Executive”).  

WHEREAS, the Company employs the Executive as its Chief Executive Officer; and 

WHEREAS, the Company and the Executive desire to enter into an agreement embodying the terms of such employment, and which amends and restates
that certain Employment Agreement between the Company and the Executive, dated August 26, 2015, subject to the terms and conditions of this Agreement. 

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

1. Employment Period. The Executive’s employment hereunder shall be for a term (the “Employment Period”)
commencing on December 1, 2020 (the “Effective Date”) and continuing indefinitely until terminated in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in the foregoing, the
Executive’s employment hereunder is terminable at will by the Company or by the Executive at any time (for any reason or for no reason), subject to the provisions of Section 4 hereof. 

2. Terms of Employment. 

(a) Position and Duties. 

(i) Role and Responsibilities. During the Employment Period, the Executive shall serve as the Chief Executive Officer of
the Company and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Board. At the Company’s request, the Executive shall serve the Company and/or its parents,
subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position hereunder, including without limitation as Chief Executive Officer of the Company’s parent corporation, Agendia N.V.
(“Parent”). In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in
Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or
reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement. 

(ii) Exclusivity. During the Employment Period, and excluding any periods of leave to which the Executive may be
entitled, the Executive agrees to devote the Executive’s full business time and attention to the business and affairs of the Company and its affiliates. Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of
this Agreement for the Executive to: (A) serve on boards, committees or similar bodies of charitable or nonprofit organizations, (B) fulfill limited teaching, speaking and writing engagements, and (C) manage the Executive’s
personal investments, in each case, so long as such activities do not individually or in the aggregate materially interfere or conflict with the performance of the Executive’s duties and responsibilities under this Agreement; provided, that
with respect to the activities in subclauses (A) and/or (B), the Executive receives prior written approval from the Board. 












 (iii) Principal Location. During the Employment Period, the Executive
shall perform the services required by this Agreement in the Executive’s principal location of New Jersey or other locations within the Eastern Time Zone of the United States. The Executive may be required to travel to other locations as may be
necessary to fulfill the Executive’s duties and responsibilities hereunder.  
 (b) Compensation, Benefits, Etc.

 (i) Base Salary. During the Employment Period, the Executive shall receive a base salary (the “Base
Salary”) of $445,578 per annum. The Base Salary shall be paid in accordance with the Company’s normal payroll practices for executive salaries generally, but no less often than monthly and shall be
pro-rated for partial years of employment. The Base Salary may be increased in the discretion of the Board or a subcommittee thereof, but not reduced, and the term “Base Salary” as utilized in this
Agreement shall refer to the Base Salary as so increased; provided, however, that the Base Salary may be reduced as part of an across-the-board reduction applicable to
the Company’s senior executives, as determined by the Board (or a subcommittee thereof) in its sole discretion. 
 (ii)
Annual Incentive Bonus. For each calendar year ending during the Employment Period, the Executive shall be eligible to earn an incentive cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or
program applicable to senior executives targeted at 50% of the Executive’s Base Salary (the “Target Bonus”). The actual amount of any Annual Bonus shall be determined by the Board (or a subcommittee thereof) in its
discretion, based on the achievement of individual and/or Company performance goals as determined by the Board (or a subcommittee thereof), and shall be pro-rated based on any partial year of employment. The
payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be made on the date on which annual bonuses are paid generally to the Company’s senior executives, but in no event later than March 15th of the calendar year
following the calendar year in which such Annual Bonus was earned, subject to the Executive’s continued employment through the payment date. 

(iii) Benefits. During the Employment Period, the Executive (and the Executive’s spouse and/or eligible dependents
to the extent provided in the applicable plans and programs) shall be eligible to participate in and be covered under the health and welfare benefit plans and programs maintained by the Company for the benefit of its employees from time to time,
pursuant to the terms of such plans and programs including any medical, life, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs on the same terms and conditions as those
applicable to similarly situated senior executives. In addition, during the Employment Period, the Executive shall be eligible to participate in any retirement, savings and other employee benefit plans and programs maintained from time to time by
the Company for the benefit of its senior executive officers. Nothing contained in this Section 2(b)(iii) shall create or be deemed to create any obligation on the part of the Company to adopt or maintain any health, welfare, retirement or
other benefit plan or program at any time or to create any limitation on the Company’s ability to modify or terminate any such plan or program. 

(iv) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable business expenses incurred by the Executive in connection with the performance of the Executive’s duties under this Agreement in accordance with the policies, practices and procedures of the Company provided to its employees. 

  
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 (v) Fringe Benefits. During the Employment Period, the Executive
shall be eligible to receive such fringe benefits and perquisites as are provided by the Company to its employees from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe
benefits and perquisites as the Company may, in its discretion, from time-to-time provide. 

(vi) Paid Time Off. During the Employment Period, the Executive shall be entitled to paid time off
(“PTO”) in accordance with the plans, policies, programs and practices of the Company applicable to its employees. 

(vii) Indemnification. The Executive shall be indemnified by the Company (and covered under a Company maintained
directors and officers errors and omissions liability insurance policy) in accordance with its standard form of indemnification agreement for senior executives of the Company. In addition, the Company and Parent shall cover the Executive under
directors and officers liability insurance in the same amount and to the same extent as it covers their other respective active officers and directors (if at all), and such coverage shall continue for so long as the Executive has any potential
liability related to his service to the Company or Parent (as applicable). 
 3. Termination of Employment. 

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the
Employment Period. Either the Company or the Executive may terminate the Executive’s employment in the event of the Executive’s Disability during the Employment Period. 

(b) Termination by the Company. The Company may terminate the Executive’s employment during the Employment Period for Cause or
without Cause. 
 (c) Termination by the Executive. The Executive’s employment may be terminated by the Executive for any or no
reason, including with Good Reason or by the Executive without Good Reason. 
 (d) Notice of Termination. Any termination of
employment (other than due to the Executive’s death), shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 11(b) hereof. The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from
asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. In the event of a termination by the Executive without Good Reason, (i) such termination shall occur with no fewer than 60 days’
advance written notice to the Company (such notice to be delivered in accordance with Section 11(b)) and (ii) the Company may accelerate the effective date of such resignation, provided that it pays the Executive through the end of the
minimum 60-day notice period provided in this Section 3(d). 
 (e) Termination of Offices and
Directorships; Return of Property. Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from
all offices, directorships, and other employment positions if any, then held with the Company and its parents, subsidiaries and affiliates, and shall take all actions reasonably requested by the Company to effectuate the foregoing. In addition, upon
the termination of the Executive’s employment for any reason, the Executive agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that the
Executive has in the Executive’s possession, custody or control. Such property includes, without limitation: (i) any materials of any kind that the 

  
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Executive knows contain or embody any proprietary or confidential information of the Company or an affiliate of the Company (and all reproductions thereof), (ii) computers (including, but not
limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges
and keys, and (iii) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products
and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties. 

4. Obligations of the Company upon Termination. 

(a) Accrued Obligations. In the event that the Executive’s employment under this Agreement terminates during the Employment Period
for any reason, the Company will pay or provide to the Executive: (i) any earned but unpaid Base Salary, (ii) reimbursement of any business expenses incurred by the Executive prior to the Date of Termination that are reimbursable in
accordance with Section 2(b)(iv) hereof. and (iii) any vested amounts due to the Executive under any plan, program or policy of the Company (together, the “Accrued Obligations”). The Accrued Obligations described in
clauses (i) – (ii) of the preceding sentence shall be paid within 30 days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding
sentence shall be paid in accordance with the terms of the governing plan or program. 
 (b) Qualifying Termination. Subject to
Sections 4(c), 4(e) and 11(d), and the Executive’s continued compliance with the provisions of Section 7 hereof, if the Executive’s employment with the Company is terminated during the Employment Period due to a Qualifying
Termination, then in addition to the Accrued Obligations: 
 (i) Cash Severance. The Company shall pay the Executive,
in a single lump sum cash payment on the 30th day following the Date of Termination, an amount equal to 12 months of the Executive’s Base Salary in effect upon termination; provided, however
that if the Date of Termination occurs on or within 12 months following a Change in Control Event, the Company instead shall pay the Executive, in a single lump sum cash payment on the 30th day following the Date of Termination, an amount equal to
18 months of the Executive’s Base Salary in effect upon termination. 
 (i)
Pro-Rata Bonus. The Company shall pay the Executive, in a single lump sum cash payment on the 30th day following the Date of Termination an amount
equal to the earned and unpaid portion of the Executive’s prior year Target Bonus plus a pro rata portion of the Executive’s Target Bonus for the partial calendar year in which the Date of Termination occurs (prorated based on the number
of days in the calendar year in which the Date of Termination occurs, through the Date of Termination); provided, however that if the Date of Termination occurs on or within 12 months following a Change in Control Event, the Company instead shall
pay the Executive, in a single lump sum cash payment on the 30th day following the Date of Termination, an amount equal to the earned and unpaid portion of the Executive’s prior year Target Bonus plus the Executive’s Target Bonus for the
calendar year in which the Date of Termination occurs. 
 (ii) COBRA. Subject to the Executive’s valid election
to continue healthcare coverage under Section 4980B of the Code, the Company shall continue to provide, during the COBRA Period, the Executive and the Executive’s eligible dependents with coverage under its group health plans at the same
levels and the same cost to the Executive as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any
plan pursuant 

  
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to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury
Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation,
pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive in substantially
equal monthly installments over the continuation coverage period (or the remaining portion thereof). For purposes of this Agreement, “COBRA Period” shall mean the period beginning on the Date of Termination and ending on the
nine-month anniversary thereof or, if the Date of Termination occurs on or within 12 months following a Change in Control Event, ending on the 18-month anniversary thereof. 

(iii) Equity Acceleration. In addition, and notwithstanding anything to the contrary contained in the Plan, in the event
that the Qualifying Termination occurs on or within 12 months following a Change in Control Event, then all then unvested and outstanding Company equity-based awards shall become fully vested and exercisable. 

(c) Release. Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in
Section 4(b) hereof that the Executive execute and deliver to the Company an effective release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within 21 days (or, to the extent
required by law, 45 days) following the Date of Termination and that the Executive not revoke such Release during any applicable revocation period. For the avoidance of doubt, all equity awards eligible for accelerated vesting pursuant to
Section 4(b) hereof shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the
effectiveness of the Release. 
 (d) Other Terminations. If the Executive’s employment is terminated for any reason not described
in Section 4(b) hereof, the Company will pay only the Accrued Obligations to the Executive. 
 (e)
Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under this
Section 4, shall be paid to the Executive during the six-month period following the Executive’s Separation from Service if the Company determines that paying such amounts at the time or times
indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following
the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the
Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. 

(f) Exclusive Benefits. Except as expressly provided in this Section 4 and subject to Section 5 hereof, the Executive shall
not be entitled to any additional payments or benefits upon or in connection with the Executive’s termination of employment. 
 (g)
No Duty to Mitigate. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 4(b) shall be paid without
regard to whether the Executive has taken or takes actions to mitigate damages. 

  
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 5. Non-Exclusivity of Rights. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. 
 6. Excess Parachute
Payments; Limitation on Payments. 
 (a) Best Pay Cap. Notwithstanding any other provision of this Agreement, in the event that
any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement) (all such payments and benefits, including the payments and benefits under Section 4 hereof, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the
excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or
agreement, the cash severance payments under this Agreement shall first be reduced, and the noncash severance payments hereunder shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise
Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local
income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions
attributable to such unreduced Total Payments). 
 (b) Certain Exclusions. For purposes of determining whether and the extent to which
the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the
meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the
“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in
calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code. 
 7. Litigation/Audit Cooperation. Following the termination of the Executive’s employment for any reason, Executive shall
reasonably cooperate with the Company and/or Agendia, N.V. in connection with (a) the defense of, or prosecution by, the Company, Agendia, N.V. or any of their Affiliates with respect to any threatened or pending litigation or in any
investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during the term of Executive’s employment with, or service to, the Company, Agendia, N.V. or any of their Affiliates; and
(b) any audit of the financial statements of the Company, Agendia, N.V. or any of their Affiliates with respect to the period of time when Executive was employed by the Company, Agendia, N.V. or any of their Affiliates. The Company shall
reimburse Executive for reasonable expenses incurred by Executive in connection with such cooperation 

  
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 8. Restrictive Covenants. 

(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data
relating to the Company and its subsidiaries and affiliates, which shall have been obtained by the Executive in connection with the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by
the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise
be required by law or legal process, communicate or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it; provided, however, that if the Executive receives actual notice that the Executive is
or may be required by law or legal process to communicate or divulge any such information, knowledge or data, the Executive shall promptly so notify the Company. 

(b) While employed by the Company, the Executive shall not be engaged in any other business activity that would be competitive with the
business of the Company and its subsidiaries or affiliates. In addition, while employed by the Company and, for a period of 12 months after the Date of Termination, the Executive shall not directly or indirectly solicit, induce, or encourage any
employee or consultant of the Company and/or its subsidiaries and affiliates to terminate their employment or other relationship with the Company and its subsidiaries and affiliates or to cease to render services to the Company and/or its
subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity except, in each case, to
the extent the foregoing occurs as a result of general advertisements or other solicitations not specifically targeted to such employees and consultants. During the Executive’s employment with the Company and thereafter, the Executive shall not
use any trade secret of the Company or its subsidiaries or affiliates to solicit, induce, or encourage any customer, client, vendor, or other party doing business with any member of the Company and its subsidiaries and affiliates to terminate its
relationship therewith or transfer its business from any member of the Company and its subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the
taking of any such actions by any other individual or entity. 
 (c) Subject to Section 7(f), during the Executive’s service with
the Company and thereafter, excepting any litigation between the parties, (i) the Executive agrees not to publish or disseminate, directly or indirectly, any statements, whether written or oral, that are or could be harmful to or reflect
negatively on any of the Company or any of its subsidiaries or affiliates, or that are otherwise disparaging of any policies, procedures, practices, decision-making, conduct, professionalism or compliance with standards of the Company, its
affiliates or any of their past or present officers, directors, employees, advisors or agents, and (ii) the Company agrees to instruct its directors and executive officers not to publish or disseminate, directly or indirectly, any statements,
whether written or oral, that are or could be harmful to or reflect negatively on the Executive’s personal or business reputation or business. 

(d) In recognition of the fact that irreparable injury will result to the Company in the event of a breach by the Executive of the
Executive’s obligations under Sections 7(a)-(c) hereof, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and
agrees that in the event of such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without
the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive. 

  
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 (e) The parties hereby acknowledge that they have previously entered into an agreement
containing confidentiality, intellectual property assignment and other protective covenants (the “Confidentiality Agreement”), which remains in effect in accordance with its terms. The Confidentiality Agreement shall be
additional to, and not in limitation of, the covenants contained in this Section 7. 
 (f) Notwithstanding anything in this Agreement or
the Confidentiality Agreement to the contrary, nothing contained in this Agreement shall prohibit either party (or either party’s attorney(s)) from (i) filing a charge with, reporting possible violations of federal law or regulation to,
participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational
Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory authority or federal, state or local regulatory authority (collectively,
“Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information
(including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to such party’s attorney(s) or in a sealed complaint or other
document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Pursuant to 18 USC Section 1833(b), the Executive will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the
purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall
preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Executive is required to provide
testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, the Executive shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony. 

9. Representations. The Executive hereby represents and warrants to the Company that (a) the Executive is entering into this
Agreement voluntarily and that the performance of the Executive’s obligations hereunder will not violate any agreement between the Executive and any other person, firm, organization or other entity, and (b) the Executive is not bound by
the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by the Executive’s entering into this
Agreement and/or providing services to the Company pursuant to the terms of this Agreement. 
 10. Successors. 

(a) This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. 

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 

11. Certain Definitions. 

(a) “Board” means the Supervisory Board of Parent. 

  
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 (b) “Cause” means the occurrence of any one or more of the following
events: 
 (i) the Executive’s willful failure to substantially perform the Executive’s duties with the Company
(other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the Executive’s issuance of a Notice of Termination for Good Reason), including the
Executive’s failure to follow any lawful directive from the Company’s Chief Executive Officer within the reasonable scope of the Executive’s duties and the Executive’s failure to correct the same (if capable of correction, as
determined by the Company’s Chief Executive Officer), within 30 days after a written notice is delivered to the Executive, which demand specifically identifies the manner in which the Company’s Chief Executive Officer believes that the
Executive has not performed the Executive’s duties; 
 (ii) the Executive’s conviction of, or entry of a plea of
guilty or nolo contendere to a felony or misdemeanor crime involving moral turpitude (excluding vehicular crimes); 

(iii) the Executive’s material breach of any material obligation under any written agreement with the Company or its
affiliates or under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies), and the Executive’s failure to correct the same (if capable of correction, as determined by the Company’s
Chief Executive Officer), within 30 days after a written notice is delivered to the Executive, which demand specifically identifies the manner in which the Company’s Chief Executive Officer believes that the Executive has materially breached
such agreement or policy; 
 (iv) any act of fraud, dishonesty, embezzlement, theft or misappropriation from the Company or
its affiliates by the Executive; 
 (v) the Executive’s willful misconduct or gross negligence with respect to any
material aspect of the Company’s business or a material breach by the Executive of the Executive’s fiduciary duty to the Company or its affiliates, which willful misconduct, gross negligence or material breach has a material and
demonstrable adverse effect on the Company or its affiliates; 
 (vi) the Executive’s commission of an act of material
dishonesty resulting in material reputational, economic or financial injury to the Company or its affiliates. 
 (c) “Change in
Control Event” has the meaning set forth in the Parent 2015 Stock Incentive Plan (the “Plan”). 
 (d)
“Code” means the Internal Revenue Code of 1986, as amended and the regulations thereunder. 
 (e) “Date of
Termination” means the date on which the Executive’s employment with the Company terminates. 
 (f)
“Disability” means that the Executive has become entitled to receive benefits under an applicable Company long-term disability plan or, if no such plan covers the Executive, as determined in the reasonable discretion of the
Board. 

  
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 (g) “Good Reason” means the occurrence of any one or more of the
following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below: 

(i) a diminution in the Executive’s Base Salary (except as provided herein) of 10% or more; or 

(ii) a material diminution in the Executive’s title, authority or duties, as contemplated by this Agreement. 

Notwithstanding the foregoing, the Executive will not be deemed to have resigned for Good Reason unless (1) the Executive provides the
Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Executive to constitute Good Reason within 30 days after the date of the occurrence of any event that the Executive knows or should reasonably
have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Executive’s termination for Good Reason occurs no later
than 60 days after the expiration of the Company’s cure period. 
 (h) “Notice of Termination” means a written
notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice unless as
otherwise provided upon a termination for Good Reason). 
 (i) “Qualifying Termination” means a termination of the
Executive’s employment (i) by the Company without Cause (other than by reason of the Executive’s death or Disability), or (ii) by the Executive for Good Reason. 

(j) “Section 409A” means Section 409A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder. 
 (k) “Separation from Service” means a
“separation from service” (within the meaning of Section 409A). 
 12. Miscellaneous. 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without
reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. 

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party
or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
 If to the Executive: at the
Executive’s most recent address on the records of the Company. 
 If to the Company: 

Agendia, Inc. 
 22 Morgan, 

Irvine, CA 92618 
 Attention:
Chief Executive Officer 

  
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 or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee. 
 (c) Sarbanes-Oxley Act of 2002.
Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not
to violate the Exchange Act and the rules and regulations promulgated thereunder. 
 (d) Section 409A of the Code. 

(i) To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A. Notwithstanding any
provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Executive to adopt such
amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition
of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of
Section 409A; provided, however, that this Section 11(d) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the
Company have any liability for failing to do so. 
 (ii) Any right to a series of installment payments pursuant to this
Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred
compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9)
or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year
in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with
Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive’s Separation from Service. 

(iii) To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute
compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the
expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such
payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. 
 (e)
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 

  
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 (f) Withholding. The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. 

(g) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement
or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) hereof, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this Agreement. 
 (h) Entire Agreement. As of the date of this
Agreement, this Agreement (including the Confidentiality Agreement), constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all
other agreements, offers or promises, whether oral or written, by any member of the Company and its subsidiaries or affiliates, or representative thereof. 

(i) Arbitration. 

(i) Any controversy or dispute that establishes a legal or equitable cause of action (“Arbitration
Claim”) between any two or more Persons Subject to Arbitration (as defined below), including any controversy or dispute, whether based on contract, common law, or federal, state or local statute or regulation, arising out of, or
relating to the Executive’s service or the termination thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute in accordance with the rules of JAMS pursuant to its Employment
Arbitration Rules and Procedures, which are available at http://www.jamsadr.com/rules-employment-arbitration/, and the Company will provide a copy upon the Executive’s request. Notwithstanding the foregoing, this Agreement shall not require any
Person Subject to Arbitration to arbitrate pursuant to this Agreement any claims: (A) under a Company benefit plan subject to the Employee Retirement Income Security Act, as amended; or (B) as to which applicable law not preempted by the
Federal Arbitration Act prohibits resolution by binding arbitration. Either party may seek provisional non-monetary remedies in a court of competent jurisdiction to the extent that such remedies are not
available or not available in a timely fashion through arbitration. It is the parties’ intent that issues of arbitrability of any dispute shall be decided by the arbitrator. 

(ii) “Persons Subject to Arbitration” means, individually and collectively, (A) the Executive,
(B) any person in privity with or claiming through, on behalf of or in the right of the Executive, (C) the Company, (D) any past, present or future affiliate, employee, officer, director or agent of the Company, and/or (E) any
person or entity alleged to be acting in concert with or to be jointly liable with any of the foregoing. 
 (iii) The
arbitration shall take place before a single neutral arbitrator at the JAMS office in Orange County, California. Such arbitrator shall be provided through JAMS by mutual agreement of the parties to the arbitration; provided that, absent such
agreement, the arbitrator shall be selected in accordance with the rules of JAMS then in effect. The Company shall bear the costs of the arbitrator. The arbitrator shall permit reasonable discovery. The award or decision of the arbitrator shall be
rendered in writing; shall be final and binding on the parties; and may be enforced by judgment or order of a court of competent jurisdiction. 

  
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 (iv) THE EXECUTIVE AND THE COMPANY UNDERSTAND THAT BY AGREEING TO ARBITRATE
ANY ARBITRATION CLAIM, THEY WILL NOT HAVE THE RIGHT TO HAVE ANY ARBITRATION CLAIM DECIDED BY A JURY OR A COURT, BUT SHALL INSTEAD HAVE ANY ARBITRATION CLAIM DECIDED THROUGH ARBITRATION. 

(v) THE EXECUTIVE AND THE COMPANY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT TO BRING CLAIMS COVERED BY THIS AGREEMENT OTHER THAN
IN THEIR INDIVIDUAL CAPACITIES. EXCEPT AS MAY BE PROHIBITED BY LAW, THIS WAIVER INCLUDES THE ABILITY TO ASSERT CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 

(vi) This Section 11(i) shall be interpreted to conform to any applicable law concerning the terms and enforcement of
agreements to arbitrate service disputes. To the extent any terms or conditions of this Section 11(i) would preclude its enforcement, such terms shall be severed or interpreted in a manner to allow for the enforcement of this
Section 11(i). To the extent applicable law imposes additional requirements to allow enforcement of this Section 11(i), this Agreement shall be interpreted to include such terms or conditions. 

(j) Amendment; Survival. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by
the parties hereto. The respective rights and obligations of the parties under this Agreement shall survive the Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of
such rights and obligations. 
 (k) Counterparts. This Agreement and any agreement referenced herein may be executed in two or more
counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. 
 [SIGNATURES
APPEAR ON FOLLOWING PAGE] 

  
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 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant
to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 

 

			
	“COMPANY”
		
	By:	 	 /s/ Patrick J. Balthrop

	Name:	 	Patrick J. Balthrop, Sr.
	Title:	 	Agendia SVB Chairman


  

	
	 “EXECUTIVE”

	
	 /s/ Mark R. Straley

	 Mark R. Straley




  
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 EXHIBIT A 

GENERAL RELEASE 
 1.
Release For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “Releasees” hereunder, consisting of Agendia, Inc. a Delaware
corporation (together with its parent, Agendia N.V., the “Company”), and the Company’s partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives,
lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements,
promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which the undersigned now has or
may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any
Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or
other alleged legal restrictions on Releasees’ right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act
of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act. 
 2. Claims Not Released. Notwithstanding the
foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4(b) of that certain Employment Agreement, dated as of
[DATE], between the Company and the undersigned (the “Employment Agreement”), with respect to the payments and benefits provided in exchange for this Release, (ii) to payments or benefits under any equity award agreement
between the undersigned and Agendia N.V., (iii) with respect to Section 2(b)(iv) of the Employment Agreement, (iv) to accrued or vested benefits the undersigned may have, if any, as of the date hereof under any applicable plan, policy,
practice, program, contract or agreement with the Company, (v) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the undersigned and the Company or under the
bylaws, certificate of incorporation or other similar governing document of the Company, (vi) to any Claims which cannot be waived by an employee under applicable law or (vii) with respect to the undersigned’s right to communicate
directly with, cooperate with, or provide information to, any federal, state or local government regulator. 
 3. Unknown Claims. 

THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: 
 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 

  
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THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR
EFFECT. 
 4. Exceptions. Notwithstanding anything in this Release to the contrary, nothing contained in this Release shall prohibit
the undersigned from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with any governmental agency or entity or making other disclosures that are
protected under the whistleblower provisions of applicable law or regulation and/or (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to, any federal, state or local government
regulator (including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice) for the purpose of reporting or investigating a suspected violation of law, or
from providing such information to the undersigned’s attorney or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding. Pursuant to 18 USC Section 1833(b), the undersigned will not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely
for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

5. Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any
Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees
incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition
precedent to recovery by the Releasees against the undersigned under this indemnity. 
 6. No Action. The undersigned agrees that if
the undersigned hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned
agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim. 

7. No Admission. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this
Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned. 

8. OWBPA. The undersigned agrees and acknowledges that this Release constitutes a knowing and voluntary waiver and release of all Claims
the undersigned has or may have against the Company and/or any of the Releasees as set forth herein, including, but not limited to, all Claims arising under the Older Worker’s Benefit Protection Act and the Age Discrimination in Employment Act.
In accordance with the Older Worker’s Benefit Protection Act, the undersigned is hereby advised as follows: 
  

	 	(i)	 the undersigned has read the terms of this Release, and understands its terms and effects, including the fact
that the undersigned agreed to release and forever discharge the Company and each of the Releasees, from any Claims released in this Release; 


  

	 	(ii)	 the undersigned understands that, by entering into this Release, the undersigned does not waive any Claims that
may arise after the date of the undersigned’s execution of this Release, including without limitation any rights or claims that the undersigned may have to secure enforcement of the terms and conditions of this Release; 



  
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	 	(iii)	 the undersigned has signed this Release voluntarily and knowingly in exchange for the consideration described
in this Release, which the undersigned acknowledges is adequate and satisfactory to the undersigned and which the undersigned acknowledges is in addition to any other benefits to which the undersigned is otherwise entitled; 



 

	 	(iv)	 the Company advises the undersigned to consult with an attorney prior to executing this Release;



  

	 	(v)	 the undersigned has been given at least 21 days in which to review and consider this Release. To the extent
that the undersigned chooses to sign this Release prior to the expiration of such period, the undersigned acknowledges that the undersigned has done so voluntarily, had sufficient time to consider the Release, to consult with counsel and that the
undersigned does not desire additional time and hereby waives the remainder of the 21-day period; and 


  

	 	(vi)	 the undersigned may revoke this Release within seven days from the date the undersigned signs this Release and
this Release will become effective upon the expiration of that revocation period. If the undersigned revokes this Release during such seven-day period, this Release will be null and void and of no force or
effect on either the Company or the undersigned and the undersigned will not be entitled to any of the payments or benefits which are expressly conditioned upon the execution and non-revocation of this
Release. Any revocation must be in writing and sent to [name], via electronic mail at [email address], on or before [5:00 p.m. Pacific time] on the seventh day after this Release is executed by the undersigned. 



9. Governing Law. This Release is deemed made and entered into in the State of California, and in all respects shall be interpreted,
enforced and governed under the internal laws of the State of California, to the extent not preempted by federal law. 
 IN WITNESS WHEREOF,
the undersigned has executed this Release this ____ day of ___________, ____. 
  

                          
                                   

	
	Mark R. Straley

  

  
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