Document

FIRST AMENDMENT TO OFFICE LEASE




THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is made and entered into as of July 12, 2021 (the "First Amendment Effective Date"), by and between HEIGHTS UNION I, LLC, a Florida limited liab ility company, successor-by-assignment to Heights Union, LLC ("Lessor"), and AXOGEN INC., a Minnesota corpo ration and including its wholly owned subsidiary AXOGEN CORPORATION, a Delaware corporation (collectively, "Lessee").


W IT N E S S ET H:


WHEREAS, Lessor and Lessee entered into that certain Office Lease dated effective as of September 20, 2018 (as assigned, the "Lease"), whereby Lessee leases approximately 75,000 rentable square feet of space (the "Premises") in the building known as Heights Union - West (the "Building"), as such Premises are more particularly described in the Lease; and


WHEREAS, Lessor and Lessee desire to make certain modifications to the Lease as hereinafter set forth.


NOW, THEREFORE, for and in consideration of the mutual covenants and obligations set forth in the Lease and in this First Amendment, and other good and valuable co nsideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee do hereby agree as follows:


1.Defined Terms.  All tenns used herein and denoted by their initial capita lization shall have the meanings set forth in the Lease unless set forth herein to the contrary.


2.Commencement Date. The "Commencement Date," as such term is defined in the Lease, is hereby revised to mean October 30, 2020.


3.Termination Date. The "Termination Date," as such term is defined in the Lease, is hereby revised to mean October 31, 2034.


4.Measurement of Building. Notwithstandin g anything to the contrary in the Lease, the Building contains approximately 145,002 rentable square feet. Accordingly, Lessee's "Pro Rata Share," as such term is defined in the Lease, is hereby revised to mean 51.72% (75,000/145,002).


5.Abated Base Rent. Notwithstanding anything to the contrary in the Lease, Lessee shall be entitled to an additional l 1⁄2 months of abated Base Rent, mea ning that Lessee is entitled to a total of 8 1⁄2 months of abated Base Rent in the aggregate. Base Rent is abated from October 30, 2020 through July 14, 202 1, with the first installment of Base Rent due and payable on or before July 15, 2021.  Such first installment of Base Rent shall be prorated pursuant to Paragraph 3(c) of the Lease.


6.Approved Signage. Pursuant to Paragraph 22 of the Lease, Lessor hereby approves the signage specifications attached hereto and incorporated herein by reference as Exhibit A (the "Approved Signage Specifications"). Lessee shall be entitled to install sig nage on the exterior




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wall at the top of the south -facing side of the Building consistent with such Approved S ignage Specifications and the terms of the Lease. Lessor agrees to pay the reasona ble and customary actual third-party costs incurred in co1mection with fabrication and installation of such approved signage.


7.Parking. Notwithstanding anyt hing to the contrary in the Lease, Lessee's unreserved and unassigned parking spaces are located only on floors 3, 4, 5, 6 and 7 of the Parking Garage (the "Permitted Floors "). Parking on floors other than the Pe1m itted Floors is prohibited.


8.Acknowledgment. Lessee hereby acknowledges and agrees that to the best of Lessee's knowledge as of the First Amendment Effective Date, Lessor is not in default in the performance of any of its obligations contemplated by the Lease, and that no matters, facts or circumstances exist which, with the passage of time or the giving of notice, or both, could constit ute such a default by Lessor. Lessor hereby acknowledges and agrees that to the best of Lessor's knowledge as of the First Amendment Effective Date, Lessee is not in default in the performance of any of its obligations contemplated by the Lease, and that no matters, facts or circumstances exist which , with the passage of time or the giving of notice, or both, could constitute such a default by Lessee.


9.Conflict/Ratification/Captoi ns/Headings.   Except  as  amended  herein,  the  Lease shall remain in full force and effec t and the parties hereto ratify and reconfom the Lease. In the event of any conflicts o r inconsiste ncies between the provisions of the Lease and the provisions of this First Amendment, the provisions of this First Amendment shall control. The captions and headings of the various sections of this First Amendment are sole ly for the purpose of conve nience. Such captions and headings are not a part hereof and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this First Amendment.


l 0. Counterparts/Entire Agreement/Successors and Assigns.  This First Amendment may be executed in any numb er of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one agreement. A signature on this First Amendment executed by electronic means such as DocuSign or otherwise provided by electro nic transmission shall be sufficient as an original for all purposes. This First Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.


11.   Authority. Lessor represents and warrants to Lessee that (a) it has the right, power and authority to execute and deliver this First Amendment and to perform its obligations hereunder and (b) this First Amendment has been d uly authorized, executed and delivered by it and is a valid and binding obligation of it enforceable against it in accordance with the terms hereof. Lessee represents and warrants to Lessor that (x) it has the right, power and authority to execute and deliver this First Amendment and to perform its obligations hereunder, and (y) this First Amendment has been duly authorized, executed and delivered by it and is a valid and binding obligation of it enforceable against it in accordance with the terms hereof.




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IN WITNESS WHEREOF, Lessor and Lessee have caused this First Amendment to be executed by their respective duly authorized officers, if applicable, under seal, as of the First Amendment Effective Date.


LESSEE:    LESSOR:


AXOGEN INC., a Minnesota corporation




HEIGHTS UNION I, LLC, a Delaware
limited liability company


By: /s/ Karen Zaderej     [SEAL]
Name:  Karen Zaderej
Title:    CEO


Attest:   /s/ Brad Ottinger  
Name:  Brad Ottinger
Title: General Counsel


AXOGEN CORPORATION, a Delaware corporation


By: /s/ Karen Zaderej   [SEAL]
Name:  Karen Zaderej
Title:  CEO


Attest:  /s/ Brad Ottinger   [SEAL]
Name:  Brad Ottinger
Title:  General Counsel














































Signature Page to First Amendment Office Lease


By: Heights Union Development, LLC, a Florida limited liability company, its Sole Member


By: Tampa Heights Partners, LLC, a Georgia limited liability company, its Manager


By: /s/ Nathan P. Pramik     [SEAL]
Name:  Nathan P. Pramik
Title:  Authorized Member