0001558370-18-001268 Sample Contracts

AXOGEN, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 28th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This Incentive Stock Option Agreement (this “Agreement”), effective as of [.], 20[.] (the “Effective Date”), by and between AxoGen, Inc., a Minnesota corporation (the “Company”), and [.] (“Optionee”).

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AXOGEN, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • February 28th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

This Agreement, dated as of the [.] day of December 2018 (the “Grant Date”), is between AxoGen, Inc., a Minnesota corporation (the “Company”), and the Participant. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company’s 2010 Incentive Stock Plan, as Amended and Restated as of May 26, 2016 (the “Plan”).

AXOGEN, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

This Agreement, dated as of the [.] day of [.] (the “Grant Date”), is between AxoGen, Inc., a Minnesota corporation (the “Company”), and the Participant. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company’s 2010 Incentive Stock Plan, as Amended and Restated as of May 26, 2016 (the “Plan”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 28th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of August 26, 2015, is made by and among:

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus

Cook Biotech Incorporated, an Indiana Corporation having a place of business at 1425 Innovation place, West Lafayette, Indiana 47906 ("Cook"), and AxoGen Corporation, a Delaware Corporation having a place of business at 13859 Progress Blvd, Alachua, FL 32615 ("Distributor'), hereby amend that certain Distribution Agreement dated August 27, 2008 between them, as amended (collectively, "the Agreement"), as of February 26, 2018 (the " Amendment Date") as follows:

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