IN THIS AGREEMENT SHALL PRECLUDE AGENT FROM BRINGING A PROCEEDING IN ANY
OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE
JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION.
EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND FURTHER
AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS
PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OR PROCESS IN ANY PROCEEDING IN
ANY MARYLAND STATE OR UNITED STATES COURT SITTING IN THE STATE OF MARYLAND
MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED
TO SUCH PLEDGOR AT THE ADDRESS INDICATED HEREIN, AND SERVICE SO MADE SHALL BE
COMPLETE UPON RECEIPT; EXCEPT THAT IF SUCH PLEDGOR SHALL REFUSE TO ACCEPT
DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL
HAVE BEEN SO MAILED.
17. WAIVER OF JURY TRIAL. EACH PLEDGOR HEREBY (A) COVENANTS AND AGREES NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY, AND (B) WAIVES
ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN,
KNOWINGLY AND VOLUNTARILY, BY EACH PLEDGOR, AND THIS WAIVER IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
JURY TRIAL WOULD OTHERWISE ACCRUE. AGENT IS HEREBY AUTHORIZED AND REQUESTED TO
SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER
AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF EACH PLEDGOR'S
WAIVER OF THE RIGHT TO JURY TRIAL. FURTHER, EACH PLEDGOR HEREBY CERTIFIES THAT
NO REPRESENTATIVE OR AGENT OF AGENT (INCLUDING THEIR RESPECTIVE COUNSEL) HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, TO SUCH PLEDGOR THAT AGENT WILL NOT SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
[Signature Pages Follow]
IN WITNESS WHEREOF, intending to be legally bound, and intending that this
agreement constitute an agreement executed under seal, each of the parties have
caused this Agreement to be executed under seal the day and year first above
mentioned.
PLEDGORS:
AXOGEN, INC.
By:
(SEAL)
Name: Karen Zaderej
Title: Chief Executive Officer
AXOGEN
CORPORATION
By:
(SEAL)
Name: Karen Zaderej
Title: Chief Executive Officer
Pledgor
Contact Information:
AxoGen, Inc.
AxoGen Corporation
13859 Progress
Blvd.
Alachua, FL 32614
Attention: Karen Zaderej
Fax: (386) 462-6803
E-Mail: 
AXOGEN
STOCK PLEDGE AGREEMENT
SIGNATURE PAGE
Signature Page to Non-Recourse Guaranty and Pledge Agreement
AGENT:
MIDCAP FINANCIAL SBIC, LP, a Delaware
limited partnership
By: MidCap Financial SBIC GP, LLC
By:
(SEAL)
Name:
Its: