exhibit103ericsandberg_s






    CONFIDENTIAL SEPARATION AGREEMENT   AND RELEASE OF CLAIMS    This  Confidential Separation Agreement And Release of Claims and Exhibits hereto  (“Separation Agreement”), by and between Axogen (the “Company”), and Eric Sandberg, an  individual (“Employee”) (individually known as a “Party” and collectively known as the  “Parties”), provides for the terms of the separation of Employee’s employment with the  Company and the release by Employee of all actual or potential claims arising out of his  employment, including the termination of his employment with the Company.    WHEREAS the Employee’s employment with the Company will end no later than July  19, 2022 (the “Separation Date”) and the Company and the Employee are desirous of   amicably  ending the employment relationship and waive all claims that Employee has or claims to have  against Axogen, including any and all issues and claims surrounding or involving Employee’s  employment at and separation from employment with Axogen.      WHEREAS the Company and Employee are Parties to The Amended and Restated  Employment Agreement (the “Employment Agreement”) dated November 1, 2020;     WHEREAS, Employee and the Company also entered into a Confidentiality,  Intellectual Property, Non-Competition and Non-Solicitation Agreement  dated November 1,  2020   (the “Restrictive Covenant Agreement”);        NOW, THEREFORE, in consideration of the mutual covenants and agreements set  forth in this Agreement, and for other good and valuable consideration, the receipt and  sufficiency of which are hereby acknowledged, the Company and Employee, intending to be  legally bound, hereby agree as follows:    1. Recitals. The above recitals are true and correct and adopted as if fully set forth  herein.     (a) Separation. Employee’s employment with the Company will end on July  19, 2022 (the “Separation Date”) unless otherwise agreed to by the Parties in writing.    (b) Employee acknowledges that he will return all Company property by  July  19, 2022, including, in good condition and without limitation, any company-issued equipment,  any keys, credit cards,  documents, papers, files, data, correspondence, memoranda, reports,  manuals, notes, records, customer lists, marketing or sales goals or plans, furniture, computer  hardware or software, and all electronic files.  Employee additionally agrees to retain no copies,  whether in hard copy or electronic format, of any Company documents, papers, either complete  or partial, any files, data, correspondence (except related specifically to his employment),  memoranda, reports, manuals, notes, records, customer lists, or marketing or sales goals or plans,  confidential information, trade secrets or materials as defined in the Restrictive Covenant  Agreement, in the Employee’s control or possession. (Exhibit A)      2. Separation Benefit.     The Company agrees to provide Employee the Separation  Benefit(s) as  set forth below:      DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 2  (a) A lump sum payment in the amount Five Hundred Twenty-One Thousand Thirty- Nine 54/100 Dollars ($521,039.54) equivalent to (i) twelve (12) month’s base  salary ($367,640.00) and (ii) the amount equal to 100 % of any bonuses or  commissions paid to Employee during the year prior to Employee’s termination  of employment ($153,399.54).     (b) Employee’s participation in all Company-paid employee benefit plans will cease  as of the Separation Date unless Employee elects to continue his group health  insurance coverage pursuant to the federal Consolidated Omnibus Budget  Reconciliation Act of 1985, as amended (“COBRA”). Employee and his  dependents covered under the Company’s group health insurance plan will be  provided with notice of COBRA rights and COBRA election forms.  If Employee  elects COBRA benefits after the Separation Date, the Company agrees to  reimburse to Employee for  twelve (12) months of COBRA premium payments  or until such time as the Employee obtains new employment that provides  reasonable and comparable health care coverage (including without limitation  coverage of dependents), whichever period is shorter. Employee has the duty to  immediately notify the Company, in writing, if Employee obtains new  employment that provides reasonable and comparable health care coverage. If the  Employee does not obtain new employment that provides reasonable and  comparable healthcare coverage, after the initial  twelve (12) month period, the  Employee may elect to continue his COBRA coverage at his own expense.      (c) Employee acknowledges and agrees that, except for accrued salary and accrued  SPV time (160 hours; $28,280.00) owing through the Separation Date and the  Separation Benefit described in this paragraph, he is not entitled to any other  salary, compensation, benefits, bonuses or perquisites from the Company, except  for any vested benefits that Employee has in any stock options (pension,  retirement or other benefit plans) of the Company.    The payments will be subject to usual and customary tax withholdings and deductions  (i.e., federal, state, social security, and Medicare taxes).  The Separation Benefit stated herein  shall be paid in lump sum on the first payroll date no later than the latter of 60 days following  the expiration of the Revocation Period or the return of Company property.      Employee agrees he has made no claims of sexual discrimination or harassment and  therefore neither party believes the Tax Cuts and Jobs Act of 2017 Section 162(q) is applicable  to this release.  Nevertheless, Employee agrees the Company has not made any representations  to him regarding the legal tax consequences of any funds received pursuant to this Agreement.   Employee agrees to pay any federal or state taxes remaining due which may be required to be  paid with respect to this amount and agrees to indemnify and hold the Company harmless for  any tax liability whatsoever.      The benefits under this Agreement are intended to fall within the separation pay  exception to Internal Revenue Code Section 409A as described in Treasury Regulation Section  1.409A-1(b)(9). To the extent that benefits under this Agreement are or become subject to Code  Section 409A, the Agreement shall be interpreted and construed to the fullest extent allowed  under Code Section 409A and the applicable regulations and other guidance thereunder to satisfy  the requirements of an exception from the application of Code Section 409A or, alternatively, to  DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 3  comply with such Code Section and the applicable regulations and other guidance thereunder,  and to avoid any additional tax thereunder.  To the extent compliance with the requirements of  Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision) is necessary to avoid  the application of an additional tax under Code Section 409A to payments due to Employee upon  or following his separation from service, then notwithstanding any other provision of this  Agreement, any such payments that are otherwise due within six (6) months following  Employee’s separation from service will be deferred without interest and paid to Employee in a  lump sum immediately following that six (6) month period.       3. Release of the Company.  In exchange for the promises described in Paragraph  3 above, Employee, for himself, his heirs, relatives by blood and marriage, executors,  beneficiaries, administrators, successors, assigns and trustees, hereby releases and discharges the  Company, each of its affiliates, and the agents, representatives, directors, board members,  employees, officers, successors, assigns and attorneys of either the Company or any of its  affiliates (collectively, “Releasees”), and all persons acting by, through, under, or in concert with  any of the Releasees, from any and all actions, causes of action, suits, debts, claims, liabilities  and demands of any nature, at law or in equity, that he has ever had or now has, from the  beginning of time to the Effective Date of this Separation Agreement, by reason of any matter,  cause or thing, whether actual or potential, whether known or unknown, whether suspected or  unsuspected, whether specifically mentioned in this Separation Agreement or not, that may exist  or might be claimed to exist or that may in the future arise by reason of any association or  relationship among the parties prior to the Effective Date.  This discharge and release includes,  without limitation, the following:    - claims arising out of or relating to Employee’s employment relationship with the  Company or the termination of that relationship and claims involving any actual, compensatory  or punitive damages or continuing or future effects arising out of or resulting from any actions  or practices that took place or arose before the Effective Date of this Separation Agreement;    - claims arising from any alleged violation by the Company or any other of the  Releasees of any federal, state or local statutes, regulations, ordinances or common laws,  including the Fair Labor Standards Act, the Age Discrimination in Employment Act of 1967, as  amended (“ADEA”), Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the  Civil Rights Act of 1866, The Rehabilitation Act of 1973, The Family Medical Leave Act  (“FMLA”),  the Americans with Disabilities Act, the Employee Retirement Income Security Act  of 1974, as amended, The Health Insurance Portability and Accountability Act, The  Occupational and Safety Health Act, The Equal Pay Act, The Uniformed Services Employment  and Re-employment Act of 1994, Executive Orders 11246 and 11141, The Sarbanes-Oxley  Corporate Reform Act of 2002, 15 U.S.C. 7201, et seq., any state law, including any claim or  violation under the Florida Civil Rights Act of 1992,   the Florida Private Whistleblower Act,   the Florida Equal Pay Act, claims under Florida's Worker's  Compensation Anti-Retaliation  Provision, Florida's Wage Rate Provision, Florida Minimum Wage, Annual Wage Adjustment,  Florida's Attorney's Fees Provision for Successful Litigations in Suits for Unpaid Wages,  including all amendments thereto;   and claims for attorneys’ fees, legal expenses or costs  pursuant to any of these statutes or any other basis;    - claims arising out of or related to an express or implied employment contract or  a covenant of good faith and fair dealing;    DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 4  - tort claims, whether common law or statutory, federal or state; and     - claims for wages, bonuses, benefits, salary continuation, severance pay,  perquisites, monetary or equitable relief, or attorneys’ fees.    Without waiving any prospective rights under the FMLA, Employee admits that  Employee has received from the Company all rights and benefits, if any, potentially due to  Employee pursuant to the FMLA.  Similarly, Employee expressly acknowledges that the  Company has paid Employee in full for all wages due, and no outstanding claims or charges are  pending under the FLSA or other laws.  The parties intend to release all claims which can legally  be released, but no more than that.  By entering into this Agreement, it is Employee’s intent to  waive and release all claims and potential claims against the Releasees, save and except a claim  against the Company for unemployment benefits.  In the unlikely event that a claim or potential  claim (save and except a claim for unemployment benefits) has been omitted from this Release,  Employee hereby assigns and conveys said claim(s) and potential claim(s) to the Company in  exchange for the Company’s obligations herein.      Except as otherwise provided in this Separation Agreement, Employee will not initiate  any action against the Company or any of the Releasees to assert any such claims.  If any claims  are asserted by Employee or on his behalf by any third party, Employee hereby waives his right  to damages of any kind in connection with the assertion of such claim or claims.  Employee  further will indemnify and hold the Company and the other Releasees harmless from and against  any and all losses, costs, judgments, damages, or expenses, including attorneys’ fees and expert  fees, incurred by it or them in defense, should Employee or any third party on behalf of Employee  assert any claim or cause of action that has been discharged and released by virtue of the release  and discharge set forth above.     Notwithstanding the foregoing, the release and discharge set forth in this  Paragraph 3 is not intended to and does not apply to any claims for breach of this Agreement.    4. Administrative Claims.  Nothing in this Agreement shall be interpreted or  applied in a manner that affects or limits Employee’s otherwise lawful ability to bring an  administrative charge with, to participate in an investigation conducted by, or to participate in a  proceeding involving the U.S. Equal Employment Opportunity Commission, National Labor  Relations Board, or other comparable state or local administrative agency.  However, Employee  specifically agrees that the consideration provided to him in this Agreement represents full and  complete satisfaction of any monetary relief or award that could be sought or awarded to him in  any administrative action (including any proceedings before the U.S. Equal Employment  Opportunity Commission or other comparable state or local agency) arising from events related  to his employment with Company or the termination thereof.      Additionally, nothing in this Agreement shall be interpreted or applied in a manner that  affects or limits Employee’s ability to challenge this Agreement’s compliance with notice and  time-period requirements of the ADEA.      5. Medicare/Medicaid Treatment.  Employee affirms, covenants, and warrants  that Employee has made no claim for illness or injury against, nor is Employee aware of any  facts supporting any claim against, the Releasees under which the Releasees could be liable for  medical expenses incurred by Employee before or after the execution of this Separation  DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 5  Agreement. Furthermore, Employee is aware of no medical expenses that Medicare has paid and  for which the Releasees are or could be liable now or in the future. Employee agrees and affirms  that, to the best of Employee’s knowledge, no liens of any governmental entities, including those  for Medicare conditional payments, exist.    6. Other Complaints, Charges, etc.  Employee represents that he has not filed any  complaints, claims, actions, or charges against Company or Releasees with any state, federal, or  local agency or court; that he knows of no facts which may lead to any complaints, claims,  actions, or charges against Company or Releasees in or through any state, federal, or local agency  or court; and that he has not made Company aware of any facts which may lead to any  complaints, claims, actions, or charges against Company or Releasees in or through any state,  federal, or local agency or court.    7. Cooperation.  Employee agrees that he will make himself available for  consultation and assistance in investigating and resolving any issues arising out of Employee’s  employment with or employment termination from Company.  To the extent that any legal  matters arise that are in any way related to Employee’s employment with Company and require  Employee’s involvement in order to be appropriately resolved, Employee agrees to cooperate  fully with Company, upon Company’s request, in the resolution of such matter.  Should it  become necessary for Employee to provide consultation or assistance in person, Company will  pay any reasonable costs associated with requiring him to travel to Company or elsewhere for  such consultation or assistance.     8. Nondisclosure.  Employee will not disclose or cause to be disclosed in any way  any information or documents relating to the operations of the Company or any of its affiliates,  including, without limitation, any trade secrets, proprietary or confidential information as set  forth more fully in the Restrictive Covenant,  the terms of this  Separation Agreement, the facts  and circumstances giving rise to this Separation Agreement, or the fact that this Separation  Agreement exists, except for the purpose of enforcing this  Separation Agreement or as may  otherwise be required by law; except that Employee shall not be prevented from discussing the  terms of this Separation Agreement with members of his immediate family, his accountant or  financial advisor, and attorneys he may consult for legal advice. Notwithstanding the above,  nothing in this Separation Agreement is intended to prohibit good faith reporting of possible  violations of applicable law or regulation to any government agency or entity, or in making  disclosures where such disclosures are protected under applicable law or regulation.    9. Non-admission of Liability.  Employee acknowledges and agrees that the  Company’s offer of this Separation Agreement and the payments outlined in Paragraph 2 are in  no way an admission by the Company that it (or any of its Releasees) has any obligation or  liability to Employee.    10.  Right To Consider Agreement/ADEA/OWBPA.  Employee acknowledges  and agrees that:    (a) I have carefully read the  Separation Agreement;    (b) I understand and voluntarily, of my own free will, agree to all of the terms set  forth in the Separation Agreement, and knowingly and voluntarily intend to be legally  bound by the same;  DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 6    (c) I have been advised in this writing that I may consult with a legal counsel of my  choice regarding this Separation Agreement and its effects, and have had the opportunity  to so consult;    (d) I have a full twenty-one (21)  days within which to consider this Separation  Agreement before executing it and understand that any changes to this Separation  Agreement, whether material or immaterial, do not restart the running of the twenty-one   (21) day period;    (e) If I sign this Separation Agreement prior to the expiration of the twenty-one (21)  day period, I do so voluntarily and thereby waive the remainder of the twenty-one (21)  day period;    (f) I understand that by signing this Separation Agreement, I am giving up certain  rights, including, but not limited to, any and all claims under the Age Discrimination in  Employment Act of 1967;    (g) I have not been forced or pressured in any way to sign this Agreement;     (h) I knowingly and voluntarily release Releasees from any and all claims I may have,  known or unknown, in exchange for the monetary and other benefits I will obtain by  signing this Separation Agreement, and I acknowledge that these benefits are in addition  to any benefits that I would have otherwise received if I did not sign this Separation  Agreement;    (i)    I understand  that I may revoke this Release at any time within seven (7) days  following the date  I signed it (“Revocation Period”) by providing written notification to  Maria Martinez, Chief Human Resources Officer, 13631 Progress Boulevard, Suite 400,  Alachua, FL  32615 and that the Release shall not become effective or enforceable until  the Revocation Period has expired I understand and agree that the Company will not be  required to provide the  consideration set forth in this Separation Agreement unless this  Separation Agreement;       (j) I understand that any rights or claims that may arise after the date this Separation  Agreement is executed are not waived.         The effective date of this Separation Agreement (the “Effective Date”) will be the eighth  day after Employee signs it, provided he has not revoked his acceptance and further provided  that it has not been revoked by the Company prior to him signing it.  The Company will not be  obligated to make any payment or take any action as required by this Separation Agreement until  it becomes fully effective.  Should Employee revoke his acceptance, this Separation Agreement  will not be effective or enforceable in any respect and Employee will not receive the benefits  provided for in Paragraph 2 above.  Should Employee not accept the terms of this Separation  Agreement by signing and returning this Separation Agreement to the Company by the 22nd day  after the presentation date, the offers of the Company set forth in this Separation Agreement will  be revoked.    DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 7  11. Non-disparagement. Employee shall not at any time make any voluntary  statement of any kind or make any untrue statement while under any compulsory legal process,  that is calculated to, or that foreseeably will, damage the business or reputation of the Company,  any of its affiliates, or any of their respective directors, officers or employees.  Notwithstanding  the above, nothing in this Separation Agreement is intended to prohibit good faith reporting of  possible violations of applicable law or regulation to any government agency or entity, or in  making disclosures where such disclosures are protected under applicable law or regulation.    12. Entire Agreement.  This Separation Agreement and exhibits hereto contain all  of the terms and conditions agreed upon by the parties with respect to the termination of  Employee’s employment and supersedes any prior agreements or understandings between them  concerning the subject matter of this Separation Agreement, including, without limitation, any  severance pay or salary continuation plan.   However, nothing in this Separation Agreement in  any way impacts or supersedes the obligations set forth in Restrictive Covenant Agreement  (Exhibit A to the Employment Agreement attached hereto as Exhibit B) which shall remain in  full force and effect. Any modifications to this Separation Agreement must be in writing and  signed by both parties.    13. Counterparts.  This Separation Agreement may be executed in counterparts,  each of which will be deemed to be an original and all of which together will be deemed to be  one and the same instrument.     14. Assignment and Successorship.   This Separation Agreement, and the rights and  obligations of the Company hereunder, may be assigned by the Company and shall inure to the  benefit of and shall be enforceable by any such assignee, as well as any of the Company’s  successors in interest or nominees.  This Separation Agreement, and the rights and obligations  Employee has hereunder, may not be assigned by Employee.  The release in this Separation  Agreement is binding on Employee’s heirs, executors, administrators, successors, and assigns.    15. Governing Law.  This  Separation Agreement  and exhibits hereto  and all  transactions contemplated by this Separation Agreement shall be governed by and enforced in  accordance with the internal laws of the state of Florida, without regard to principles of conflicts  of laws.     16. Jurisdiction and Venue.  The Parties acknowledge that a substantial portion of  negotiations  anticipated performance and execution of this Separation Agreement and the  attached Exhibits occurred or shall occur in Alachua County, Florida, and the Parties irrevocably  and unconditionally (a) agree that any suit, action or legal proceeding arising out of or relating  to this Separation Agreement or that Exhibits hereto, shall be brought in the courts of record of  the state of Florida in Alachua County or the US District Court for the Northern District of  Florida, Gainesville Division; (b) consent to the jurisdiction of each such court in any such suit,  action or proceeding;  and (c) waive any objection which they may have to the venue of any such  suit, action or proceeding in any of such courts.     17. Severability. The provisions of this Separation Agreement are severable and  independent, and if any word, phrase, clause or sentence of it is found to be illegal or  unenforceable for any reason, the balance of the Separation Agreement will remain in full force  and effect.     DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






 8  IN WITNESS WHEREOF, the undersigned have executed this Separation Agreement as  of the dates set forth below.            AXOGEN        Date:  ___________________  By_________________________________                Name:                  Title:          Date:  ___________________  ____________________________________       Employee Signature                                                                           DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 7/28/2022 7/28/2022 Chief Human Resources Officer Maria Martinez 





 






 9  EXHIBIT A    CERTIFICATE OF RETURN OF PROPERTY AND CONFIDENTIAL  INFORMATION     The undersigned certifies, pursuant to the Separation Agreement with Axogen  Corporation (“AXOGEN”) dated   July 19, 2022, that he has returned to AXOGEN all property  and Confidential Information (as defined in the Separation Agreement) belonging to AXOGEN  or any of its affiliates and has not retained any copies thereof in any form.    EMPLOYEE:           Signature           Printed Name    Dated:                                                                                 DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C Eric Sandberg 7/28/2022 





 






 10    Exhibit B    Confidentiality, Intellectual Property, Non-Competition And   Non-Solicitation Agreement                                                                             DocuSign Envelope ID: 9FF7FF93-AEA5-487B-B45E-BF41D87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






DocuSign Envelope ID: BD1604AE-1897-40ED-B256-E3C3D5B0C8BD9FF7FF93-AEA5 87B- 4 E BF41 87B436C 





 






Certificate Of Completion Envelope Id: 9FF7FF93AEA5487BB45EBF41D87B436C Status: Completed Subject: Axogen Separation Agreement Source Envelope:  Document Pages: 21 Signatures: 3 Envelope Originator:  Certificate Pages: 5 Initials: 0 Kellie Brady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) 13631 Progress Blvd Suite 400 Alachua, FL  32615 kbrady@axogeninc.com IP Address: 73.27.89.234    Record Tracking Status: Original              7/27/2022 3:34:17 PM Holder: Kellie Brady              kbrady@axogeninc.com Location: DocuSign Signer Events Signature Timestamp Eric Sandberg ericsandberg423@gmail.com Security Level: Email, Account Authentication  (None) Signature Adoption: Pre-selected Style Using IP Address: 69.245.218.162 Sent: 7/27/2022 3:51:23 PM Viewed: 7/27/2022 3:52:30 PM  Signed: 7/28/2022 10:47:08 AM Electronic Record and Signature Disclosure:        Accepted: 7/27/2022 3:52:30 PM       ID: fb73e247-4dd4-4d18-8fc8-5cfd194a63fd Maria Martinez mmartinez@axogeninc.com Chief Human Resources Officer Axogen, Inc. Security Level: Email, Account Authentication  (None) Signature Adoption: Pre-selected Style Using IP Address: 4.7.60.178 Signed using mobile Sent: 7/28/2022 10:47:10 AM Viewed: 7/28/2022 3:50:55 PM  Signed: 7/28/2022 3:51:20 PM Electronic Record and Signature Disclosure:        Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Althea Griffiths agriffiths@axogeninc.com Receptionist Axogen Corporation Security Level: Email, Account Authentication  (None) Sent: 7/28/2022 3:51:22 PM Viewed: 7/28/2022 4:07:14 PM  Electronic Record and Signature Disclosure:        Accepted: 9/30/2020 9:15:57 AM       ID: 33cd20f0-e356-4ace-9961-5bc7a51d1a61 





 






Carbon Copy Events Status Timestamp Patti Havens phavens@axogeninc.com Director, Org Effectiveness and Talent Development Axogen, Inc. Security Level: Email, Account Authentication  (None) Sent: 7/28/2022 3:51:23 PM Electronic Record and Signature Disclosure:        Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/27/2022 3:51:23 PM Certified Delivered Security Checked 7/28/2022 3:50:55 PM Signing Complete Security Checked 7/28/2022 3:51:20 PM Completed Security Checked 7/28/2022 3:51:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 





 






ELECTRONIC RECORD AND SIGNATURE DISCLOSURE   From time to time, Axogen, Inc (we, us or Company) may be required by law to provide to you  certain written notices or disclosures. Described below are the terms and conditions for providing  to you such notices and disclosures electronically through the DocuSign system. Please read the  information below carefully and thoroughly, and if you can access this information electronically  to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please  confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and  signatures’ before clicking ‘CONTINUE’ within the DocuSign system.    Getting paper copies   At any time, you may request from us a paper copy of any record provided or made available  electronically to you by us. You will have the ability to download and print documents we send  to you through the DocuSign system during and immediately after the signing session and, if you  elect to create a DocuSign account, you may access the documents for a limited period of time  (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to  send you paper copies of any such documents from our office to you, you will be charged a  $0.00 per-page fee. You may request delivery of such paper copies from us by following the  procedure described below.    Withdrawing your consent   If you decide to receive notices and disclosures from us electronically, you may at any time  change your mind and tell us that thereafter you want to receive required notices and disclosures  only in paper format. How you must inform us of your decision to receive future notices and  disclosure in paper format and withdraw your consent to receive notices and disclosures  electronically is described below.    Consequences of changing your mind   If you elect to receive required notices and disclosures only in paper format, it will slow the  speed at which we can complete certain steps in transactions with you and delivering services to  you because we will need first to send the required notices or disclosures to you in paper format,  and then wait until we receive back from you your acknowledgment of your receipt of such  paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to  receive required notices and consents electronically from us or to sign electronically documents  from us.    All notices and disclosures will be sent to you electronically   Electronic Record and Signature Disclosure created on: 4/15/2020 2:42:50 PM Parties agreed to: Eric Sandberg, Althea Griffiths 





 






Unless you tell us otherwise in accordance with the procedures described herein, we will provide  electronically to you through the DocuSign system all required notices, disclosures,  authorizations, acknowledgements, and other documents that are required to be provided or made  available to you during the course of our relationship with you. To reduce the chance of you  inadvertently not receiving any notice or disclosure, we prefer to provide all of the required  notices and disclosures to you by the same method and to the same address that you have given  us. Thus, you can receive all the disclosures and notices electronically or in paper format through  the paper mail delivery system. If you do not agree with this process, please let us know as  described below. Please also see the paragraph immediately above that describes the  consequences of your electing not to receive delivery of the notices and disclosures  electronically from us.    How to contact Axogen, Inc:   You may contact us to let us know of your changes as to how we may contact you electronically,  to request paper copies of certain information from us, and to withdraw your prior consent to  receive notices and disclosures electronically as follows:  To contact us by email send messages to: kbrady@axogeninc.com    To advise Axogen, Inc of your new email address   To let us know of a change in your email address where we should send notices and disclosures  electronically to you, you must send an email message to us at kbrady@axogeninc.com and in  the body of such request you must state: your previous email address, your new email  address.  We do not require any other information from you to change your email address.   If you created a DocuSign account, you may update it with your new email address through your  account preferences.     To request paper copies from Axogen, Inc   To request delivery from us of paper copies of the notices and disclosures previously provided  by us to you electronically, you must send us an email to kbrady@axogeninc.com and in the  body of such request you must state your email address, full name, mailing address, and  telephone number. We will bill you for any fees at that time, if any.    To withdraw your consent with Axogen, Inc   To inform us that you no longer wish to receive future notices and disclosures in electronic  format you may:  





 






i. decline to sign a document from within your signing session, and on the subsequent page,  select the check-box indicating you wish to withdraw your consent, or you may;  ii. send us an email to kbrady@axogeninc.com and in the body of such request you must state  your email, full name, mailing address, and telephone number. We do not need any other  information from you to withdraw consent..  The consequences of your withdrawing consent for  online documents will be that transactions may take a longer time to process..    Required hardware and software   The minimum system requirements for using the DocuSign system may change over time. The  current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.     Acknowledging your access and consent to receive and sign documents electronically   To confirm to us that you can access this information electronically, which will be similar to  other electronic notices and disclosures that we will provide to you, please confirm that you have  read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for  your future reference and access; or (ii) that you are able to email this ERSD to an email address  where you will be able to print on paper or save it for your future reference and access. Further,  if you consent to receiving notices and disclosures exclusively in electronic format as described  herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before  clicking ‘CONTINUE’ within the DocuSign system.  By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm  that:   You can access and read this Electronic Record and Signature Disclosure; and   You can print on paper this Electronic Record and Signature Disclosure, or save or send  this Electronic Record and Disclosure to a location where you can print it, for future  reference and access; and   Until or unless you notify Axogen, Inc as described above, you consent to receive  exclusively through electronic means all notices, disclosures, authorizations,  acknowledgements, and other documents that are required to be provided or made  available to you by Axogen, Inc during the course of your relationship with Axogen, Inc.