Exhibit 10.3

SECOND AMENDMENT TO LEASE AGREEMENT

This Second Amendment to Lease Agreement (“Second Amendment”) is made as of the 1st day of May, 2018, by and among CLEVELAND AMERICAN, LLC, a Delaware limited liability company, and HOLDINGS CLEVELAND AMERICAN, LLC, a Delaware limited liability company (collectively, “Landlord”), and INOGEN, INC., a Delaware corporation (“Tenant”).

WHEREAS, Tenant currently leases from Landlord approximately 42,100 square feet of space (the “Premises”) in the building located at 1 American Road, Cleveland, Ohio 44144, pursuant to that certain Lease Agreement dated May 31, 2017 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated January 10, 2018 (the “First Amendment” and together with the Original Lease, the “Lease”);

WHEREAS, Landlord and Tenant have agreed to expand the Premises upon and subject to the terms set forth in the Lease and this Second Amendment; and

WHEREAS, the parties have agreed to modify the Lease in accordance with the terms and provisions set forth herein.

NOW, THEREFORE, for good and valuable consideration, Landlord and Tenant agree as follows:

(a)The term “Second Office Increment” shall mean all 12,039 square feet of the Expansion Area #2 as more precisely depicted on the space plan incorporated herein as Second Amendment Exhibit A. The term “Third Office Increment” shall mean all 17,941 square feet of the Expansion Area #3 as more precisely depicted on the space plan incorporated herein as Second Amendment Exhibit A. The term “Fourth Office Increment” shall mean all 21,554 square feet of the Expansion Area #4 as more precisely depicted on the space plan incorporated herein as Second Amendment Exhibit A. The term “Fifth Office Increment” shall mean all 25,192 square feet of the Expansion Area #5 as more precisely depicted on the space plan incorporated herein as Second Amendment Exhibit A. The term “Sixth Office Increment” shall mean all 27,912 square feet of the Expansion Area #6 as more precisely depicted on the space plan incorporated herein as Second Amendment Exhibit A.

(b)On May 1, 2018 (the “Second Office Increment Possession Date”): (i) the Second Office Increment is added to the Premises; (ii) Section B of the Lease Summary, Paragraph 1.2.A of the Lease and Paragraph 5.1.P of the Lease are hereby amended to provide that the Premises contains approximately 54,139 rentable square feet of the Building; and (iii) Section K of the Lease Summary and Paragraph 5.1.T of the Lease are hereby amended to provide that Tenant’s Office Share for the Premises is 10.72%, which is determined by dividing 54,139 SF Rentable Area of the Premises by the 504,942 SF Rentable Office Area of the Building. The term for the Second Office Increment shall be coterminous with the initial Premises and expire on September 30, 2024. The “Second Office Increment Commencement Date” shall occur on the later of (i) August 1, 2018; (ii) ninety (90) days after the Second Office Increment Possession Date; and (iii) substantial completion by Landlord of all Landlord Work subject to punchlist items and other items that do not materially adversely affect Tenant’s operations from the Second Office Increment, pursuant to Exhibits D-1 and D-2 of this Second Amendment. Landlord shall provide Tenant with 10 parking spaces per 1,000 rentable square feet of the Second Office Increment (the “Second Expansion Parking Field”). The Second Expansion Parking Field shall be within “Zone 1” as approximately shown on Exhibit F, which shall be completed prior to the Second Office Increment Commencement Date.

(c)On the earlier to occur of (i) 90 days after the date upon which Landlord delivers possession of the Third Office Increment to Tenant with Landlord’s Work, pursuant to Exhibits D-1 and D-2 of this Second Amendment, Substantially Complete, subject to punchlist items and other items that do not materially adversely affect Tenant’s operations from the Third Office Increment; or (ii) the date upon

which any of Tenant’s employees occupy  all or any portion of the Third Office Increment (in either event, the “Third Office Increment Commencement Date”), (x) the Third Office Increment is added to the Premises; (y) Section B of the Lease Summary, Paragraph 1.2.A of the Lease and Paragraph 5.1.P of the Lease are hereby amended to provide that the Premises contains approximately 72,080 rentable square feet of the Building; and (z) Section K of the Lease Summary and Paragraph 5.1.T of the Lease are hereby amended to provide that Tenant’s Office Share for the Premises is 14.27%, which is determined by dividing 72,080 SF Rentable Area of the Premises by the 504,942 SF Rentable Office Area of the Building. Notwithstanding the foregoing, unless any of Tenant’s employees occupy all or any portion of the Third Office Increment before November 1, 2018, the Third Office Increment Commencement Date shall not be deemed to occur before November 1, 2018. Notwithstanding the foregoing, Tenant shall be permitted to access the Third Office Increment prior to the Third Office Increment Commencement Date provided, however, Tenant shall only occupy such portions of the Third Office Increment as approved by Landlord and Tenant shall not interfere with the performance of Landlord’s Work. The term for the Third Office Increment shall be coterminous with the initial Premises and expire on September 30, 2024. Landlord shall provide Tenant with 4 parking spaces per 1,000 rentable square feet of the Third Office Increment (the “Third Expansion Parking Field”). The Third Expansion Parking Field shall be within “Zone 1” as approximately shown on Exhibit F, which shall be completed prior to November 1, 2018.

(d)On the earlier  to occur of (i) 90 days after the date upon which Landlord delivers possession of the Fourth Office Increment to Tenant with Landlord’s Work, pursuant to Exhibits D-1 and D-2 of this Second Amendment, Substantially Complete, subject to punchlist items and other items that do not materially adversely affect Tenant’s operations from the Fourth Office Increment; or (ii) the date upon which any of Tenant’s employees occupy  all or any portion of the Fourth Office Increment (in either event, the “Fourth Office Increment Commencement Date”), (x) the Fourth Office Increment is added to the Premises; (y) Section B of the Lease Summary, Paragraph 1.2.A of the Lease and Paragraph 5.1.P of the Lease are hereby amended to provide that the Premises contains approximately 93,634 rentable square feet of the Building; and (z) Section K of the Lease Summary and Paragraph 5.1.T of the Lease are hereby amended to provide that Tenant’s Office Share for the Premises is 18.54%, which is determined by dividing 93,634 SF Rentable Area of the Premises by the 504,942 SF Rentable Office Area of the Building. Notwithstanding the foregoing, unless any of Tenant’s employees occupy all or any portion of the Third Office Increment before July 1, 2019, the Fourth Office Increment Commencement Date shall not be deemed to occur before July 1, 2019. Notwithstanding the foregoing, Tenant shall be permitted to access the Fourth Office Increment prior to the Fourth Office Increment Commencement Date provided, however, Tenant shall only occupy such portions of the Fourth Office Increment as approved by Landlord and Tenant shall not interfere with the performance of Landlord’s Work. The term for the Fourth Office Increment shall be coterminous with the initial Premises and expire on September 30, 2024. Landlord shall provide Tenant with 8.5 parking spaces per 1,000 rentable square feet of the Fourth Office Increment (the “Fourth Expansion Parking Field”). The Fourth Expansion Parking Field shall be within “Zone 2” as approximately shown on Exhibit F, and Landlord and Tenant agree that patching and restriping of the Fourth Expansion Parking Field shall be completed as weather permits. In the event that the Fourth Expansion Parking Field requires additional construction to accommodate the number of parking spaces within the Fourth Expansion Parking Field, Landlord shall complete such construction prior to the Fourth Office Increment Commencement Date unless Landlord provides sufficient parking in an alternate parking area which shall be no more distant from the Building entrance than the Fourth Expansion Parking Field.

Promptly after mutual execution of this Second Amendment, the Security Deposit shall be increased by $51,023.07.  Tenant shall not receive any Office Increment Allowance or any other Landlord provided allowance in connection with the Second Office Increment, the Third Office Increment, or the Fourth Office Increment. Landlord shall pay a commission to Tenant’s Broker pursuant to that Real Estate Commission Agreement dated January 31, 2017 attached to the Lease as Exhibit G.  Such Commission Agreement shall also apply to the Fifth Office Increment and, if applicable, the Sixth Office Increment if Tenant exercises any expansion option or ROFR set forth in this Second Amendment.

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SIGNATURE PAGE FOLLOWS

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The parties have duly executed this Second Amendment as of the date first-above written.

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The foregoing instrument was acknowledged before me this 14th day of May, 2018, by Christopher Semarjian, the Manager of Cleveland American, LLC, a Delaware limited liability company, on behalf of the limited liability company.

On May 10, 2018, before me, Renay Irene Cardona Marquez, Notary Public personally appeared John A. Mase, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

On May 8, 2018, before me, Gretchen L. Smith, Notary Public personally appeared Alison Bauerlein, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

EXHIBIT A

EXHIBIT B

Second Office Increment Base Rent

EXHIBIT C

Third Office Increment Base Rent

Exhibit D‑1

LANDLORD’S WORK

*NOTE: For purposes of this Exhibit D-1 the term “Premises” shall mean the Second Office Increment, the Third Office Increment, the Fourth Office Increment, the Fifth Office Increment and/or the Sixth Office Increment, as applicable.

Landlord shall construct certain improvements to the Premises, at Landlord’s sole cost and expense, as more fully described on Exhibit D‑2 attached hereto (“Landlord’s Work”).  The Premises shall be deemed to be “Ready for Occupancy” upon the date on which Landlord’s Work is Substantially Completed (as hereinafter defined), or (B) the date on which Landlord’s Work would have been Substantially Completed, had one or more Tenant Delays (as hereinafter defined) not occurred.

The term “Substantially Completed” means that (A) the contractor has substantially completed Landlord’s Work, which shall be deemed complete even though minor details of construction, mechanical adjustments or decorations which do not materially interfere with Tenant’s use of the applicable portion of the Premises  (items normally referred to as “Punch-List Items”) remain to be performed, (B) Tenant shall have access to the applicable portion of the Premises and Parking Facilities, and substantially all services provided for in this Lease, (C) the Premises shall be free of all material construction equipment and debris; and (D) if a permit is required for any portion of the Landlord’s Work, a certificate of occupancy or temporary certificate of occupancy (or its equivalent, such as a “final sign-off” by the building inspector) has been obtained for the applicable portion of the Premises but only to the extent such may be obtained without completion of Tenant Improvements.  Landlord and Tenant shall jointly prepare the list of Punch-List Items.  Landlord shall cause the Punch-List Items to be corrected as soon as reasonably possible and practical.  Tenant’s occupancy of the applicable portion of the Premises shall be deemed acceptance of the applicable portion of the Premises and Landlord’s Work, subject to the Punch-List Items.

The term “Tenant Delays” means any delays attributable to the following: (i) any failure by Tenant to comply with the date and time limits in this Lease; (ii) delays due to the acts or failures to act of Tenant, its agent or contractor, where such acts or failures to act delay the completion of Landlord’s Work; (iii) delays due to any changes requested by Tenant to the plans for Landlord’s Work; (iv) delays due to Tenant’s selection of materials or methods of construction which cannot be timely incorporated into the schedule for the Landlord’s Work; and (v) any other delays due to the acts or omissions of Tenant or any Tenant Representative, where such acts or omissions delay the completion of Landlord’s Work. The foregoing notwithstanding, there shall be no Tenant Delay unless Tenant fails to correct or comply within 24 hours after having received Notice from Landlord of such pending Tenant Delay.  Tenant shall allow reasonable sufficient time for Landlord to complete Landlord’s Work

Exhibit D-2

LIST OF LANDLORD’S WORK

*NOTE: For purposes of this Exhibit D-2 the term “Premises” shall mean the Second Office Increment, the Third Office Increment, the Fourth Office Increment, the Fifth Office Increment and/or the Sixth Office Increment, as applicable.

The following Tenant Improvements shall fully comprise the scope of work which is the List of Landlord’s Work will be completed to make the Premises ready for Occupancy:

LANDLORD SCOPE OF WORK

DEMOLITION

CARPENTRY

HVAC

ATRIA AND OPEN STAIRWELLS

SOUTH WALL WINDOWS

EXHIBIT E

Fourth Office Increment, Fifth Office Increment and Sixth Office Increment Base Rent

EXHIBIT F

[see attached]