0000950123-09-046578 Sample Contracts

Contract
Mimedx Group, Inc. • September 28th, 2009 • Surgical & medical instruments & apparatus • Florida

THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS SPECIFIED HEREIN. NEITHER THE RIGHTS REPRESENTED BY THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE LAW. SUCH RIGHTS AND SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE PROVISIONS HEREOF.

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RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • September 28th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Georgia

This Right of First Refusal Agreement (this “Agreement”) is made effective as of September 28th, 2009, by and among MiMedx Group, Inc., a Florida corporation (“Company”), and Matthew J. Miller (“Miller”) individually and as sole trustee of Veritas Trust (a trust under the laws of Florida) (“Veritas”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida

This Employment Agreement is made and entered into by and between MiMedx Group, Inc. (the “Company”) and Michael J. Culumber (“Executive”) as of May 16, 2008 (the “Effective Date”).

SUBSCRIPTION AGREEMENT 5% CONVERTIBLE PROMISSORY NOTE
Subscription Agreement • September 28th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus • Florida
Assignment and Assumption Agreement and Amendment
Assignment and Assumption Agreement and Amendment • September 28th, 2009 • Mimedx Group, Inc. • Surgical & medical instruments & apparatus

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT (this “Assignment”) is effective the 22nd day of September, 2009, by and among Michael Culumber (“Executive”), MiMedx, Inc. (“MiMedx”) and MiMedx Group, Inc. (“Group”);

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