Sixth Amendment to Lease, dated November 7, 2023 by and between the Company and TCI TT, LLC

EX-10.7 2 cvrx-20231231xex10d7.htm EX-10.7

Exhibit 10.7

SIXTH AMENDMENT TO LEASE

This SIXTH AMENDMENT TO LEASE (“Amendment”) is dated this 7th day of November, 2023, by and between TCI TT, LLC, a Delaware limited liability company (“Landlord”), and CVRx, Inc., a Delaware corporation (“Tenant”).

A.Landlord, as successor in interest to Duke Realty Limited Partnership, and Tenant are the current parties to that certain Lease dated October 13, 2008 (“Original Lease”), as amended by that certain First Lease Amendment dated November 30, 2010 (“First Amendment”), as further amended by that certain Second Lease Amendment dated October 22, 2012 (“Second Amendment”), as further amended by that certain Lease Amending Agreement No. 3 dated May 20, 2016 (“Third Amendment”), as further amended by that certain Lease Amending Agreement No. 4 dated May 18, 2020 (“Fourth Amendment”), and as further amended by that certain Fifth Amendment to Lease dated April 21, 2023 (“Fifth Amendment”) (the Original Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment are hereinafter collectively referred to as the “Lease”), for the lease by Tenant of that certain space located at 9201 West Broadway, Suite 615, Brooklyn Park, Minnesota 55445, consisting of approximately 23,890 rentable square feet, as more particularly described in the Lease (“Current Premises”).

B.Landlord and Tenant desire to amend the Lease to provide for an expansion of the Current Premises, and to make certain other specific modifications to the Lease, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Capitalized Terms. All capitalized terms in this Amendment have the same meaning defined in the Lease, except where expressly defined to the contrary in this Amendment.

2.Confirmation. Tenant acknowledges and agrees that: (a) Tenant is in sole possession of the Current Premises demised under the Lease; (b) all work, improvements and furnishings required by Landlord under the Lease for the Current Premises have been completed and accepted by Tenant; (c) Tenant has no offset, claim, recoupment, or defense against the payment of rent or other sums and the performance of all obligations of Tenant under the Lease; (d) the Lease is binding on Tenant and is in full force and effect, and Tenant has no defenses to the enforcement of the Lease; (e) Tenant has not assigned the Lease, or sublet the Current Premises; and (f) Tenant is not in default of the Lease and Tenant acknowledges that Landlord is not in default of the Lease.

3.Expansion of Premises. Commencing on December 1, 2023 (“Expansion Date”), Landlord leases to Tenant and Tenant takes from Landlord the addition of Suite 660 consisting of approximately 7,615 rentable square feet of space, which is depicted in gray on Exhibit A attached hereto (“Expansion Premises”). From and after the Expansion Date, the total leased space shall consist of both the Current Premises and the Expansion Premises as depicted on Exhibit A attached hereto, which totals approximately 31,505 rentable square feet. Commencing as of the

Expansion Date, the Current Premises and the Expansion Premises shall be referred to as the “Premises” for all purposes under the Lease and this Amendment, subject to the terms hereof.

4.Term. The current term of the Lease for the Current Premises is set to expire on August 31, 2028. It is agreed and understood that the Term of the Lease for the Expansion Premises shall be fifty-seven (57) consecutive months commencing on the Expansion Date, such that it will run concurrently with the Term for the Current Premises as extended herein, and expire on August 31, 2028 (the “Extension Term”). For clarity, the Option contained in Section 10 of the Fifth Amendment extends to and includes the Expansion Premises.

5.Rent. Tenant shall continue to pay the Monthly Rental Installments for the Current Premises in accordance with the Lease. The Monthly Rental Installments for the Expansion Premises after the Expansion Date shall be paid in accordance with the Lease in the following amounts:

Time Period			Rate (PSF)	Monthly Rental Installments
12/1/2023	–	11/30/2024	$12.00	$7,615.00
12/1/2024	–	11/30/2025	$12.48	$7,919.60
12/1/2025	–	11/30/2026	$12.98	$8,236.89
12/1/2026	–	11/30/2027	$13.50	$8,566.88
12/1/2027	–	8/31/2028	$14.04	$8,909.55

6.Condition of Premises. Tenant shall accept the Current Premises in its as-is condition as of the date of this Amendment and as of the date of the commencement of the Extension Term, and Landlord shall have no obligation to make or pay for any alterations, additions, improvement or renovations in or to the Current Premises to prepare the same for Tenant’s occupancy during the Extension Term. Tenant shall accept the Expansion Premises in its as-is condition as of the Expansion Date, and Landlord shall have no obligation to make or pay for any alterations, additions, improvement or renovations in or to the Expansion Premises to prepare the same for Tenant’s occupancy, except to pay the Allowance provided for in Exhibit B.

7.Improvements by Tenant. All alterations or improvements by Tenant in the Leased Premises (“Alterations”) shall be subject to Section 7.02 of the Original Lease and Exhibit B attached hereto.

8.Tenant’s Pro Rata Share. During such period that the definition of Premises includes both the Current Premises and Expansion Premises, Tenant’s Pro Rata Share set forth in the Lease shall be adjusted to 43.21% (31,505/72,919).

9.Insurance. Prior to Tenant taking possession of the Expansion Premises, Tenant shall provide to Landlord evidence reasonably satisfactory to Landlord that Tenant’s insurance, as required in the Lease, shall be in effect and include the Expansion Premises as of the time of possession.

10.Real Estate Brokers. Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant each represents and warrants to the other party that it has not authorized or employed, or acted by implication to authorize or employ, any real estate broker or salesperson to act for it in connection with this Amendment, except for John Ryden of CBRE, on behalf of Landlord, and Tim Olsen of Carlson Commercial, on behalf of Tenant, each of whom shall be paid

a commission by Landlord pursuant to a separate written agreement. Landlord and Tenant each shall indemnify, defend, and hold the other party harmless from and against any and all claims by any other real estate broker or salesperson whom the indemnifying party authorized or employed, or acted by implication to authorize or employ, to act for the indemnifying party in connection with this Amendment.

11.Rent Payments. All rent shall be paid to Landlord without notice, demand, abatement, deduction or offset, in lawful money of the United States via ACH. Landlord will not accept any other forms of payment, except upon the prior written approval of Landlord.

12.Further Assurances. Landlord and Tenant each agree to execute any and all documents and agreements reasonably requested by the other party to further evidence or effectuate this Amendment.

13.Successors and Assigns. This Amendment is binding upon and inures to the benefit of the parties and their successors and assigns.

14.Reaffirmation. Except as modified herein, all other terms and conditions of the Lease remain in full force and effect, and nothing herein may be construed to relieve either Landlord or Tenant of any obligations as set forth therein.

15.Conflicts. In case of any conflict between any term or provision of this Amendment and the Lease, the term or provision of this Amendment will govern.

16.Counterparts. This Amendment may be executed in one or more counterparts, each of which is deemed an original, but all of which when taken together will constitute one agreement.

17.PDF Signatures. In order to expedite this transaction, signatures sent by PDF via e-mail or by any electronic means by which electronic signature technology identifies and authenticates the signer and the signer’s intent to sign (e.g. DocuSign) may be used in place of original signatures on this Amendment or any other document or agreement in this transaction, other than those to be recorded in the public records. Landlord and Tenant intend to be bound by the signatures on each PDF document, are aware that the other party will rely on the PDF signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment or any related document based on the form of signature. In the event PDF signatures are used in any instance, ink-signed originals of those documents must also be promptly exchanged by the parties, but the failure to subsequently deliver those originals will not affect the enforceability of the PDF signatures.

18.Construction. This Amendment shall be construed under the laws of the State in which the Premises is located. Whenever possible, each provision of this Amendment shall be interpreted in a manner that would render it effective and valid under applicable law. If any provision of this Amendment is determined to be invalid or unenforceable, that provision will be ineffective only to the extent of the prohibition or invalidity without invalidating or otherwise affecting the remaining provisions of this Amendment.

19.Corporate Authority. The undersigned officers and representatives signing this Amendment on behalf of Landlord and Tenant represent and warrant that they have the authority

to execute this Amendment on behalf of the business entity and that the same will be binding upon the business entity.

20.Entire Agreement. The Lease, this Amendment, and any exhibits attached hereto, constitute the entire understanding of the parties with respect to this transaction, and supersede all prior agreements and understandings between the parties with respect to the subject matter. No representations, warranties, undertakings or promises, whether oral, implied, written, or otherwise, have been made by any party to any other party unless expressly stated in the above-referenced documents, or unless mutually agreed to in writing between the parties after the date hereof, and neither party has relied upon any verbal representations, agreements, or understandings not expressly set forth herein.

21.Effectiveness. The parties agree that the submission of a draft or copy of this Amendment for review or signature by a party is not intended, nor will it constitute or be deemed, by either party to be an offer to enter into a legally binding agreement with respect to the subject matter hereof and may not be relied on for any legal or equitable rights or obligations. Any draft or document submitted by Landlord or its agents to Tenant will not constitute a reservation of or option or offer in favor of Tenant. The parties will be legally bound with respect to the subject matter hereof pursuant to the terms of this Amendment only if, as and when all the parties have executed and delivered this Amendment to each other. Before the complete execution and delivery of this Amendment by all parties, each party will be free to negotiate the form and terms of this Amendment in a manner acceptable to that party in its sole and absolute discretion. The parties acknowledge and agree that the execution and delivery by one party before the execution and delivery of this Amendment by the other party will be of no force and effect and will in no way prejudice the party that executed this Amendment or the party that has not executed this Amendment.

[Signature Page Follows]

IN AGREEMENT, the parties have executed this Amendment as of the day and year first written above.

LANDLORD:

TCI TT, LLC,

a Delaware limited liability company

By: /s/ H. Herbert Myers 

Name: H. Herbert Myers 

Title: President 

TENANT:

CVRx, Inc.,

a Delaware corporation

By: /s/ Jared Oasheim 

Name: Jared Oasheim 

Title: CFO 

4196580

EXHIBIT A

Depiction of Premises

Exhibit B

Tenant Improvements

1.Landlord will provide Tenant a cash allowance not to exceed $114,225.00 ($15.00 per rentable square foot in the Expansion Premises) (“Allowance”) for the construction of standard tenant improvements to be mutually agreed upon by Landlord and Tenant (“Tenant Improvements”). The Allowance may be used by Tenant for all “hard” and “soft” costs of designing, developing, constructing, and completing the Tenant Improvements.

2.Tenant may use its own contractor and subcontractors (together, “Contractors”) to perform all Tenant Improvements. The names of all Contractors, together with proof they are licensed, are bonded and have worker’s compensation insurance must be provided to Landlord as hired.

3.Before commencement of the Tenant Improvements, Tenant must provide the following to Landlord, all of which must be to Landlord’s reasonable satisfaction and subject to Landlord’s prior written approval:

(a)Plans and specifications for the Tenant Improvements.

(b)An estimated budget and cost breakdown for the Tenant Improvements.

(c)An estimated completion schedule for the Tenant Improvements.

(d)The names and contact information for all Contractors and proof of worker’s compensation insurance, licensing, and bonding.

(e)Copies of all contracts with Contractors.

(f)Copies of all required permits for the Tenant Improvements, including a building permit issued by the applicable local municipality.

4.Tenant shall be solely responsible for the construction and completion of the Tenant Improvements to the reasonable satisfaction of Landlord and for the payment of all amounts due and payable in connection therewith, without cost or expense to Landlord except for Landlord’s obligation to pay the Allowance. Tenant shall diligently proceed with the construction and completion of the Tenant Improvements in accordance with the plans, specifications, and completion schedule approved by Landlord. Tenant shall secure all licenses and permits necessary for performance of the Tenant Improvements and for occupancy of the Premises. No material changes may be made to the plans, specifications, or completion schedule approved by Landlord, without Landlord’s prior written consent.

5.No materials, equipment, or fixtures may be delivered to or installed upon the Premises pursuant to any agreement by which another party has a security interest or rights to remove or repossess the items, without Landlord’s prior written consent.

6.At all times, Landlord has the right to inspect the Tenant Improvements and Tenant will immediately cease work upon written notice from Landlord; provided, however, Landlord shall only require Tenant to cease work as a result of Tenant’s breach of the Lease, Tenant’s failure to comply with the plans and specifications approved by Landlord, safety concerns, or any other

reasonable concern by Landlord.

7.Tenant must pay and discharge promptly and fully all claims for labor done and materials and services furnished in connection with the Tenant Improvements. Tenant shall obtain from each Contractor and provide to Landlord a mechanic’s lien waiver in form suitable for recording.

8.Tenant shall indemnify, defend, and hold Landlord harmless against any and all claims, demands, lawsuits, expenses, damages, and causes of action asserted by any person arising out of, caused by or relating to the Tenant Improvements, the Allowance, and/or Tenant’s use or operation of the Premises. The foregoing indemnity shall include all expenses in connection with any claim. The provisions of this paragraph will survive the expiration or earlier termination of the Lease.

9.Tenant must maintain during the performance of the Tenant Improvements, at its sole cost and expense, insurance of the types and in the amounts specified in the Lease, together with builders’ risk insurance for the amount of completed value of the Tenant Improvements on an all-risk non-reporting form covering all Tenant Improvements under construction, including building materials, and other insurance, in amounts and against risks as Landlord reasonably requires in connection with the Tenant Improvements.

10.Landlord reserves the right to establish reasonable rules and regulations for the use of the Building during the course of the Tenant Improvements, including, but not limited to, construction parking, storage of materials, hours of work, use of elevators, and clean-up of construction related debris.

11.Upon completion of the Tenant Improvements, Tenant may request funding by Landlord of the amount due for the Allowance. Landlord may, but has no obligation to make any advances with respect to the Allowance until Landlord has received the following, all of which will be to Landlord’s reasonable satisfaction:

(a)Any certificates required for occupancy, including a permanent and complete Certificate of Occupancy issued by the applicable local municipality.

(b)A Certificate of Completion signed by the architect who prepared the plans and specifications approved by Landlord.

(c)An estoppel certificate signed by Tenant, in form satisfactory to Landlord, and stating that Tenant has taken occupancy of the Premises and that there are no defaults under the Lease, and any other matters that Landlord may reasonably require.

(d)A cost breakdown itemizing all expenses for the Tenant Improvements for which the Tenant seeks Allowance reimbursement, together with invoices and receipts for the same.

(e)Mechanic’s lien waivers for all Tenant Improvements.

Within thirty (30) days of the receipt of the foregoing, Landlord will fund to Tenant the lower of (i) Tenant's actual costs for the Tenant Improvements, or (ii) the Allowance, less any amounts paid in monthly installments as progress payments or directly to Tenant’s Contractors. Landlord shall

only be obligated to pay the Allowance with respect to those costs submitted to Landlord by December 31, 2025, and Landlord shall have no obligation to pay any invoices received after such date or at any time during which Tenant is in default, beyond any applicable notice and cure period.

12.All Tenant Improvements, whether installed by Landlord or Tenant, will become a part of the Premises, will be the property of Landlord and, subject to the provisions of the Lease, must be surrendered by Tenant with the Premises, without any compensation to Tenant, at the expiration or termination of the Lease in accordance with the provisions of the Lease.