WARRANT TO PURCHASE SHARES of MIROMATRIX MEDICAL INC. Dated as of March 6, 2020 Void after the date specified in Section 8Warrant Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CERTIFIES THAT, for value received, Cheshire MD Holdings, LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Miromatrix Medical Inc., a Delaware corporation (the “Company”), the Company’s Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of March 6, 2020, by and among the Company and the purchasers described therein (the “Purchase Agreement”). Capitalized terms that are not defined herein shall have the same meaning as defined in the Purchase Agreement.
Patent and Know-How License AgreementPatent and Know-How License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Patent and Know-How License Agreement ("Agreement"), dated as of June 30, 2019 (the "Effective Date"), is by and between Miromatrix Medical Inc., a Delaware corporation ("Licensor"), and Reprise Biomedical, Inc., a Minnesota corporation ("Licensee") (collectively, the "Parties" or each, individually, a "Party").
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 3, 2017 (the “Effective Date”), by and between Miromatrix Medical Inc., a Delaware corporation (the “Company”) located in Minneapolis, Minnesota and Jeff Ross, a Minnesota resident (the “Executive”).
SECOND AMENDMENT TO SUB-LICENSE AGREEMENTSub-License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS SECOND AMENDMENT (“Second Amendment”) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with .a principal place of business at 10399 West 70th Street, Eden Prairie; MN 55334 USA (hereinafter “Miromatrix”), and Texas. Heart Institute, a Texas non-profit corporation with a principal place of business 01.6770 Bertner, Suite C 550, Houston, Texas 77030 (hereinafter “THI”), which has an effective date of October 1, 2013 (“Agreement”). Miromatrix and THI may be referred to as a “Party” or, collectively, as “Parties.”
Amendment No. 2 to Patent and Know-How License AgreementPatent and Know-How License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Amendment No. 2 to the Patent and Know-How License Agreement (this “Amendment”), amending that certain Patent and Know-How License Agreement (the “License Agreement”), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (“Licensor”), and Reprise Biomedical, Inc., a Minnesota corporation (“Licensee”), is made as of February 22, 2021.
SUB-LICENSE AGREEMENTSub-License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
** In lieu of fractional shares, the Shares to be issued by the Company to Subscriber hereunder are being rounded up to the nearest whole share (i.e., 666,667 Shares).
Amendment No. 1 to Patent and Know-How License AgreementPatent and Know-How License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Amendment No. 1 to the Patent and Know-How License Agreement (this “Amendment”), amending that certain Patent and Know-How License Agreement (the “License Agreement”), dated as of June 30, 2019, by and between Miromatrix Medical Inc., a Delaware corporation (“Licensor”), and Reprise Biomedical, Inc., a Minnesota corporation (“Licensee”), is made as of October 3, 2019.
LICENSE AGREEMENT AMENDMENT #5License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 (“Miromatrix”) and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 (“Mayo”) executed a License Agreement (the “Agreement”) for Services as outlined in the Agreement.
LICENSE AGREEMENT AMENDMENT #7License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, and as further amended, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix") and Mayo Foundation for Medical Education and Research, a not for profit corporation with an address at 200 First Street SW, Rochester, MN 55905 ("Mayo") executed a License Agreement (the "Agreement") for Services as outlined in the Agreement.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This Note and Warrant Purchase Agreement, dated as of March 6, 2020 (this “Agreement”), is entered into by and between Miromatrix Medical Inc., a Delaware corporation (the “Company”), and Cheshire MD Holdings, LLC, a Delaware limited liability company (the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 14, 2020, is entered into between Reprise Biomedical, Inc., a Minnesota corporation (the “Company”), and Miromatrix Medical Inc., a Delaware corporation (“Seller”).
FIRST AMENDMENT TO SUB-LICENSE AGREEMENTSub-License Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS FIRST AMENDMENT (“First Amendment”) is made to the Sub-License Agreement by and between Miromatrix Medical Inc., a Delaware corporation with a principal place of business at 18683 Bearpath Trail, Eden Prairie, MN 5534 7 USA (hereinafter “Miromatrix”), and Texas Heart Institute, a Texas non-profit corporation with a principal place of business at 6770 Bertner, Suite C 550, Houston, Texas 77030 (hereinafter “THI”), which has an effective date of October 2013 (“Agreement”). Miromatrix and THI may be referred to as a “Party” or, collectively, as “Parties.”
MIROMATRIX MEDICAL INC. Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
Miromatrix Medical Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the copy of the Plan document that has been provided to you. Unless the context indicates otherwise, any capitalized term used in this Agreement that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries C Convertible Preferred Stock Purchase Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of May 3, 2021, by and among Miromatrix Medical Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MIROMATRIX MEDICAL INC.Warrant Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This certifies that as of the date written above (the “Warrant Issue Date”), for value received, [ ] (“Holder”) is entitled, subject to the terms set forth below, to purchase from Miromatrix Medical Inc., a Delaware corporation (the “Company”), such number of fully paid and non-assessable shares of common stock of the Company (“Common Stock”), as set forth in Section 2 hereof (subject to adjustment as provided in Section 10 hereof), upon surrender hereof at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment thereof in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein, shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 28th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This Stock Option Agreement is made and entered into as of [ ], between [ ] (“Employee”) and Miromatrix Medical Inc., a Delaware corporation (the “Company”).
