Harvard Apparatus Regenerative Technology, Inc. Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT BIOSTAGE, INC.
Biostage, Inc. • February 7th, 2017 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to the close of business on the five year anniversary of the date hereof(the “Termination Date”) but not thereafter, to subscribe for and purchase from Biostage, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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UNDERWRITING AGREEMENT
Underwriting Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus • Florida

The undersigned, Biostage, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:

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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (a Delaware corporation) Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • New York
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COMMON STOCK PURCHASE WARRANT BIOSTAGE, INC.
Biostage, Inc. • January 3rd, 2018 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or such holder’s assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to the close of business on the five year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biostage, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to limitations and adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT BIOSTAGE, INC.
Biostage, Inc. • May 13th, 2022 • Surgical & medical instruments & apparatus • Delaware

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or such holder’s assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to the close of business on the Termination Date but not thereafter, to subscribe for and purchase from Biostage, Inc., a Delaware corporation (the “Company”), up to [_____________] shares (as subject to limitations and adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 15th, 2015 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 15, 2015, by and between HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2015 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2015, by and between HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2023 • Biostage, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2023, between Biostage, Inc., a Delaware corporation (the “Company”), and [_____________] (the “Purchaser”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • February 7th, 2017 • Biostage, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2017, between Biostage, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2018 • Biostage, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2017, between Biostage, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Harvard Apparatus Regenerative Technology, Inc. AND REGISTRAR AND TRANSFER COMPANY AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF OCTOBER 31, 2013
Shareholder Rights Agreement • October 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware

This Shareholder Rights Agreement (the “Agreement”), dated as of October 31, 2013, is made by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 31st, 2018 • Biostage, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2018, between Biostage, Inc., a Delaware corporation (the “Company”), and Du Xiaoyu (the “Purchaser”).

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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, inc. 1,800,000 SHARES OF COMMON STOCK AND 695,857 SHARES OF SERIES b CONVERTIBLE PREFERRED STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2015 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • New York

Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule VI hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 1,800,000 authorized but unissued shares (the “Firm Shares”) and, at the election of the Underwriters, up to 270,000 additional shares (the “Additional Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of the Company, in an offering under its registration statement on Form S-3 (File No. 333-200926) (the Firm Shares and the Additional Shares the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Offered Shares”) and an aggregate of 695,857 shares of Series B Convertible Preferred Stock, par value $0.01 per share, (the “Preferred Stock”) of the Company. The 3,479,285 shares of the Compa

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May 15, 2016 STRICTLY CONFIDENTIAL Biostage, Inc.
Letter Agreement • May 16th, 2016 • Biostage, Inc. • Surgical & medical instruments & apparatus • New York
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Underwriter’s Warrant Agreement
S Warrant Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biostage, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. EMPLOYMENT AGREEMENT
Release Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 31st day of October, 2013, to be effective as of the Commencement Date (as defined below), between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and Thomas McNaughton (“Executive”). For purposes of this Agreement the “Company” shall refer to the Company and any of its predecessors.

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PRODUCT DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF OCTOBER 31, 2013
Product Distribution Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS PRODUCT DISTRIBUTION AGREEMENT dated as of October 31, 2013 (this “Agreement”), is entered into by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2024 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2024, between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company”), and [_____________] (the “Purchaser”).

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INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. Dated as of October 31, 2013 INTELLECTUAL PROPERTY MATTERS AGREEMENT
Intellectual Property Matters Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of October 31, 2013, by and between Harvard Bioscience, Inc., a Delaware corporation (“HBIO”), and Harvard Apparatus Regenerative Technology, a Delaware corporation and a wholly owned subsidiary of HBIO (“HART”). HBIO and HART are each referred to herein as a “Party” and collectively as the “Parties.”

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus • Delaware

This Warrant Agent Agreement (“Warrant Agreement”) is made as of [________________], 2022, by and among Biostage, Inc., a Delaware corporation, with offices at 84 October Hill Road, Suite 11, Holliston, MA 01746 (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (collectively with Computershare, the “Warrant Agent”).

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TAX SHARING AGREEMENT DATED AS OF [ ] BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. (for itself and on behalf of each member of the SpinCo Group)
Tax Sharing Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2016 • Biostage, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2016, between Biostage, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made and entered into this ____ day of ______ 2013, by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (“Indemnitee”):

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TRANSITION SERVICES AGREEMENT DATED AS OF OCTOBER 31, 2013 BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Transition Services Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”), and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DATED AS OF OCTOBER 31, 2013
Separation and Distribution Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”) and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”) (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 20th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is entered into as of the last date below written (the "Effective Date"), by and between SARA MANTERO, Ph.D. ("Mantero"); MARIA ADELAIDE ASNAGHI ("Asnaghi") (Mantero and Asnaghi are collectively referred to herein as "Licensor"); HARVARD BIOSCIENCE, INC., a Delaware corporation ("Licensee").

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SUBLEASE
Sublease • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS SUBLEASE is made this 31st day of October, 2013, by and between Harvard Bioscience, Inc., a Delaware corporation with an address at 84 October Hill Road, Holliston, MA 01746 (“Sublessor”), and Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation with an address at 84 October Hill Road, Holliston, MA 01746 (“Sublessee”).

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HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. DEFERRED STOCK AWARD AGREEMENT
Deferred Stock Award Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc. (the “Company”) hereby grants the number of Restricted Stock Units (“RSUs”) specified above (the “Award”) to the Grantee named above, subject to the terms of the Plan and this Award Agreement. The Award represents a promise to pay to the Grantee one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company for each RSU, subject to the restrictions and conditions set forth herein and in the Plan.

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NOVEL SURGERY AGREEMENT
Novel Surgery Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This Novel Surgery Agreement (“Agreement”) is made, as of the last date set forth on the signature page below, between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation having an office located at 84 October Hill Road, Holliston, Massachusetts 01746 Telephone: (508) 893-8999; Facsimile: (508) 892-6135 (“Manufacturer”), OSF Healthcare System, an Illinois not-for-profit corporation, owner and operator of Saint Francis Medical Center and Children’s Hospital of Illinois (“Hospital”), located at 530 N.E. Glen Oak Ave, Peoria, Illinois, 61637, and Mark Holterman, M.D., an employee of Hospital assigned to provide professional services at Hospital (“Principal Surgeon”).

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SUBLicense Agreement
Sublicense Agreement • March 7th, 2023 • Biostage, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS SUBLICENSE AGREEMENT is effective as of the 7th day of December, 2012 (the “Agreement”), by and between Harvard Bioscience, Inc. (hereinafter called LICENSOR), a corporation organized and existing under the laws of Delaware, having a principal place of business at 84 October Hill Road, Holliston, MA 01746, and Harvard Apparatus Regenerative Technology, Inc. (hereinafter, including its subsidiaries and divisions, called LICENSEE), a corporation organized and existing under the laws of Delaware, having a principal place of business at 84 October Hill Road, Holliston, MA 01746.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2023 • Biostage, Inc. • Surgical & medical instruments & apparatus

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 14th day of March, 2023 (the “Effective Date”), between Biostage, Inc., a Delaware corporation (the “Company”), and Junli He (the “Executive”). For purposes of this Agreement the “Company” shall refer to the Company and any of its predecessors.

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patent RIGHTS ASSIGNMENT
Patent Rights Assignment • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS PATENT RIGHTS ASSIGNMENT (“Patent Assignment”) is made, entered into and effective as of this 21st day of December, 2012, by PAOLO MACCHIARINI, an individual, c/o Karolinska Institutet, SE-171, 77 Stockholm, Sweden, (the “Assignor”) in favor of HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (the “Assignee”).

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NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Nonqualified Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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INCENTIVE STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Incentive Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be an Incentive Stock Option granted under the Plan.

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NONQUALIFIED STOCK OPTION AGREEMENT TO PURCHASE SHARES OF COMMON STOCK UNDER THE HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Nonqualified Stock Option Agreement • July 31st, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

Pursuant to the Harvard Apparatus Regenerative Technology, Inc. 2013 Equity Incentive Plan, as amended through the date hereof (the “Plan”), Harvard Apparatus Regenerative Technology, Inc., (the “Company”), hereby grants to the Optionee named above, an option (the “Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $.01 per share (the “Stock” or the “Shares”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Option is intended to be a Nonqualified Stock Option granted under the Plan.

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