6,250,000 Shares Miromatrix Medical Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
WARRANT TO PURCHASE SHARES of MIROMATRIX MEDICAL INC. Dated as of March 6, 2020 Void after the date specified in Section 8Miromatrix Medical Inc. • May 28th, 2021 • 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.
Miromatrix Medical Inc. Non-Qualified Stock Option Agreement Under the 2021 Equity Incentive PlanQualified 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.
MIROMATRIX MEDICAL INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 1st, 2022 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
As further set forth in this agreement (this “Agreement”), Miromatrix Medical Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.00001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
MIROMATRIX MEDICAL INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This INVESTOR RIGHTS AGREEMENT (this "Agreement") is effective as of the 16th day of October, 2017, by and among MIROMATRIX MEDICAL INC., a Delaware corporation (the "Company"), and the persons and entities listed on the Schedule of Investors attached hereto as Exhibit A who hold Series B-2 Convertible Preferred Stock, as defined herein, (such persons and entities sometimes referred to herein, together with their transferees as permitted by Section 9 as the "Holders"). Together, the parties to this Agreement are referred to as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Miromatrix Medical Inc., a Delaware Corporation (the “Company”), and James M. Douglas (the “Executive”).
Patent and Know-How License Agreement-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 AgreementLicense 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.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 30th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of October 29, 2023 (this “Agreement”), is by and among United Therapeutics Corporation, a Delaware public benefit corporation (“Parent”), Morpheus Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and those certain stockholders of Miromatrix Medical Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto (each, a “Stockholder”). For the avoidance of doubt, the obligations of the Stockholders under this Agreement are several and not joint and no Stockholder shall be liable for any breach or failure of performance by any other Stockholder.
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 AgreementLicense 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.
l] Shares1 MIROMATRIX MEDICAL INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
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 • 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”).
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.”
COLLABORATION AGREEMENTCollaboration Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATION AGREEMENT (the “Agreement”) is entered into as of the 19th day of October 2015 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 10399 West 70th Street, Eden Prairie, MN 55344, (“Miromatrix”), and Icahn School of Medicine at Mount Sinai, a New York not for profit education corporation with an address at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”), each hereinafter referred to as a “Party” and jointly as “Parties”.
LICENSE AGREEMENTLicense Agreement • May 16th, 2022 • 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.
MIROMATRIX MEDICAL INC. Non-Qualified Stock Option Agreement2019 Equity Incentive Plan • 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.
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT is entered into as of the 15th day of September 2013 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (“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”).
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”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 18th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • New York
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 12, 2023 (this “Agreement”), is entered into by and between United Therapeutics Corporation, a Delaware public benefit corporation (the “Parent”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
LICENSE AGREEMENTLicense Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Minnesota
THIS AGREEMENT is entered into as of the 1st day of December 2014 (the “Effective Date”), by and between Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347, (“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”).
LICENSE AGREEMENT AMENDMENT #12License Agreement • August 14th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of the 1st day of December, 2024, 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.
Amendment No. 1 to COLLABORATION AGREEMENT between Icahn School of Medicine at Mount Sinai and MiromatrixCollaboration Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
This Amendment No.1 (the "Amendment"), effective as of April 27, 2016, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal business address at One Gustave L. Levy Place, New York, NY 10029 ("Mount Sinai") and Miromatrix, a Delaware corporation with a principal place of business at 10399 West 70th Street, Eden Prairie, MN 55344 ("Miromatrix").
FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the "Fourth Amendment") is made and entered effective as of the date of the last signature (the "Fourth Amendment Effective Date"), by and between Regents of the University of Minnesota (the "University"), a Minnesota constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455, and Miromatrix Medical Inc., a corporation under the laws of the State of Delaware, having a business address of 10399 West 70th Street, Eden Prairie, MN 55344 (the "Company") (each a "Party" and collectively, the "Parties").
MIROMATRIX MEDICAL INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 19, 2020 between Miromatrix Medical Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
ContractMiromatrix 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.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MIROMATRIX MEDICAL INC.Miromatrix Medical Inc. • May 28th, 2021 • 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.
LICENSE AGREEMENT AMENDMENT #9License Agreement • March 30th, 2022 • 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.
Miromatrix Medical Inc. Restricted Stock Unit Award AgreementRestricted 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.
LICENSE AGREEMENT AMENDMENT #1License Agreement • May 6th, 2021 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances)
WHEREAS, effective as of December 1, 2014, Miromatrix Medical Inc., a corporation organized under the laws of the State of Delaware and having an office at 18683 Bearpath Trail, Eden Prairie, MN 55347 ("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.
