Exhibit 10.8
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THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of October 13, 2025 (the “Amendment Effective Date”), by and among OPHIN LLC, an Indiana limited liability company (formerly known as Orloff Property Holdings IN, LLC, an Indiana limited liability company), and CLIFFORD ORLOFF, AS TRUSTEE OF THE CLIFFORD SCOTT ORLOFF AND OLGA SHALYGIN ORLOFF REVOCABLE TRUST (collectively, “Landlord”), and INTUITIVE HEALTH OF HAMILTON COUNTY, LLC, a Delaware limited liability company (“Tenant”).
RECITALS
WHEREAS, Landlord (as successor-in-interest to EQ Hazel Development, LLC, an Indiana limited liability company; Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016; and Four Moore Investments, LLC) and Tenant are parties to that certain Lease Agreement dated November 30, 2018 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated April 2, 2019, and that certain Second Amendment to Lease dated September 23, 2020 (the Original Lease, as so amended and modified, is referred to herein as the “Lease”), pursuant to which Tenant leases from Landlord certain real property and improvements located at 14585 Hazel Dell Parkway, Carmel, Indiana (the “Building”).
WHEREAS, Landlord and Tenant now desire to amend the terms of the Lease as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Recitals; Definitions. The foregoing recitals are true and correct and incorporated herein by this reference as if set forth in full herein. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lease. From and after the Amendment Effective Date, all references in the Lease or this Amendment to the “Lease” shall refer to the Lease as amended by this Amendment.
2. Property Insurance. Notwithstanding anything to the contrary in the Lease, Section 11.1 is hereby deleted in its entirety and replaced with the following language:
“Tenant covenants and agrees that throughout the Lease Term it will keep in full force and effect the following insurance policies, at its sole cost and expense:
(a) "Special Form" property insurance, including fire and extended coverage, vandalism, malicious mischief, sprinkler leakage and water damage, demolition and debris removal and flood insurance (if the Building is located in a flood hazard area) insuring, on a replacement cost basis, Tenant Improvements and Alterations that Tenant is responsible for.
(b) Comprehensive general liability or public liability insurance with limits not less than$2,000,000 combined single limit, including coverage for bodily injury and property damage to third parties.
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(c) Property insurance covering loss of or damage to the Building in an amount not less than the full replacement cost of the Building.
(d) Business interruption insurance, with loss payable to Landlord in amounts sufficient to pay for Tenant's expenses and lost income.
For the avoidance of doubt, all such policies may be provided in any combination of primary insurance and/or excess, blanket, or umbrella insurance policies, and the insurance requirements under Section 11.1 shall be deemed satisfied in the event that a subtenant or the subtenant under the Riverview Sublease maintains such insurance in accordance with the terms of this Lease. Such policy or policies shall name Landlord and any other parties required by the Lease as additional insureds and loss payees as their interests may appear. Tenant shall provide Landlord with certificates of insurance evidencing such coverage and naming Landlord as an additional insured, and shall provide renewal certificates upon
request.” 3. Landlord Insurance Obligations. Section 11.4 is hereby deleted in its entirety. 4. Authorization. Each of Landlord and Tenant represents and warrants to the other that its
execution and delivery of this Amendment has been duly authorized, that the person executing this Amendment on behalf of such party has been duly authorized to do so, and that by so executing this Amendment, said party is formally bound to the provisions of this Amendment.
5. Ratification. Tenant and Landlord hereby ratify and confirm that the Lease, as amended by this Amendment, remains otherwise unchanged, and the obligations each to the other thereunder and acknowledge and agree that all of the same shall be read, taken and construed as one and the same instrument and shall continue in full force and effect.
6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. The parties hereto consent and agree that this Amendment may be signed and/or transmitted by e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronic record shall be valid and as effective to bind the parties so signing as a paper copy bearing such parties’ handwritten signatures.
7. Further Agreements. The parties agree to execute such further documents and agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
8. Binding Effect. This Amendment is binding upon and shall inure to the benefit of the parties hereto and their permitted respective successors and assigns.
9. Partial Invalidity. If any provision of this Amendment is invalid or unenforceable to any extent, then that provision and the remainder of this Amendment shall be enforceable to the fullest extent permitted by law.
10. Conflicting Terms. In case of any conflict or inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall control.
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11. Governing Law. This Amendment constitutes a contract made under and shall be construed and interpreted in accordance with the laws of the State of Indiana, without regard to conflicts of law principles.
[Signatures to Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment
Effective Date.
LANDLORD:
OPHIN LLC, an Indiana limited liability company
THE CLIFFORD SCOTT ORLOFF AND OLGA SHALYGIN ORLOFF REVOCABLE TRUST
By: CliftérdOddtt, Trustee”
TENANT:
INTUITIVE HEALTH OF HAMILTON COUNTY, LILC, a Delaware limited liability company
[Signature Page to Third Amendment to Lease Agreement t]