0001628280-21-003081 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (“Agreement”) is entered into between Vericel Corporation, a Michigan corporation (the “Company”) and Sean C. Flynn (the “Executive”), effective as of November 4, 2019 (the “Effective Date”).

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Vericel Corporation 2019 Omnibus Incentive Plan Incentive Stock Option Award Agreement
Incentive Stock Option Award Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Michigan

AWARD AGREEMENT (the “Agreement”), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Participant”).

Vericel Corporation 2019 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement for Non-Employee Directors
Award Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Michigan

AWARD AGREEMENT (the "Agreement"), effective as of [[GRANTDATE]] (the “Grant Date”), is entered into by and between Vericel Corporation, a Michigan corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Participant”).

Vericel Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors
Restricted Stock Unit Award Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Michigan

Pursuant to the Vericel Corporation 2019 Omnibus Incentive Plan as amended through the date hereof (the “Plan”), Vericel Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Participant named above. Each Restricted Stock Unit shall relate to one share of common stock, no par value per share (each, a “Share”) of the Company.

Vericel Corporation 2019 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Company Employees
Restricted Stock Unit Award Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Michigan

Pursuant to the Vericel Corporation 2019 Omnibus Incentive Plan as amended through the date hereof (the “Plan”), Vericel Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Participant named above. Each Restricted Stock Unit shall relate to one share of common stock, no par value per share (each, a “Share”) of the Company.

AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances) • Michigan

This Amendment No. 2 to Shareholder Rights Agreement, dated as of February 11, 2021 (this “Amendment No. 2”), is made between Vericel Corporation, a Michigan corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).

64 Sidney Street Cambridge, Massachusetts LANDLORD UP 64 SIDNEY STREET, LLC TENANT VERICEL CORPORATION
Lease • February 24th, 2021 • Vericel Corp • Biological products, (no disgnostic substances)

Landlord shall provide, or cause to be provided, the following standard services throughout the Term, which services may be modified from time to time by Landlord:

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