0001104659-21-081710 Sample Contracts

Miromatrix Medical Inc. Non-Qualified Stock Option Agreement Under the 2021 Equity Incentive Plan
Qualified Stock Option Agreement • June 16th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware

Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant 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 Plan document, a copy of which has been provided to you. Any capitalized term 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.

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • June 16th, 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”).

Contract
Miromatrix Medical Inc. • June 16th, 2021 • Biological products, (no disgnostic substances) • Delaware

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Miromatrix Medical Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • June 16th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware

Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

Miromatrix Medical Inc. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • June 16th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware

Miromatrix Medical Inc. (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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