Exhibit 4.2








MIROMATRIX MEDICAL, INC.


 


INVESTOR RIGHTS AGREEMENT


 


This INVESTOR RIGHTS AGREEMENT
(this “Agreement”) is effective as of the 22nd day of November, 2011, by and among MIROMATRIX, 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 A 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.”


 


RECITALS


 


A.               
In connection with and in consideration of the purchase and sale of shares of Series A Preferred as part of a new offering, the
Parties desire to provide for the registration of Common Stock to be issued upon conversion of the Series A Preferred, in accordance
with the terms of this Agreement; and


 


B.                
The Company desires to also grant to each Holder certain rights with respect to the receipt of information about the Company;


 


NOW THEREFORE, the Parties
agree as follows:


 


1.            
Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Affiliate” means,
as to any person, a person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under
common control with, such person. The term “control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether through the ownership of voting stock or an equity interest,
by contract, or otherwise.


 


“Commission” means
the Securities and Exchange Commission of the United States or any other U.S. federal agency at the time administering the Securities
Act.


 


“Common Holder” means a holder of shares
of the Company’s Common Stock.


 


“Common Stock” means
the Common Stock of the Company, $0.00001 par value.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any similar United States federal statute and the rules and regulations of the Commission
thereunder, all as the same are in effect at the time.


 


“Family Group” has the meaning assigned
in Section 9 hereof


 


“Form S-3” has the meaning assigned
in Section 4(a) hereof.


 


“Indemnified Party” has the meaning
assigned in Section 7(c) hereof


 






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“Indemnifying Party” has the meaning
assigned in Section 7(c) hereof


 


“Initiating Holders” has the meaning
assigned in Section 2(a) hereof.


 


“IPO” means the
closing of the Company’s first public offering of Common Stock pursuant to a registration statement declared effective by the Commission.


 


“Material Adverse Information”
has the meaning assigned in Section 5(c) hereof


 


“Preferred Stock” means the Series A
Preferred.


 


“Registration Expenses”
means all expenses, except as otherwise stated below, incurred by the Company in complying with Sections 2 [Requested Registration],
3 [Company Registration] and 4 [Registration on Form S-3] hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees, and expenses and the expense
of any special audits incident to or required by any such registration. Registration Expenses also includes the reasonable fees and disbursements
of one counsel for the selling Holders up to a maximum of $5,000 for each Registration. Registration Expenses shall not include any Selling
Expenses.


 


“Registrable Securities”
means (i) Common Stock issued or issuable on conversion of Preferred Stock held by Holders; and (ii) any Common Stock issued or issuable
in respect of such Common Stock upon any split, dividend, recapitalization or similar event. Common Stock or other securities will only
be treated as Registrable Securities if it has not been (A) sold to or through a broker or dealer or underwriter in a public distribution
or a public securities transaction or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of
the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of
such sale.


 


The terms “register,”
 “registered” and “registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement
by the Commission and such other governmental or regulatory bodies as are appropriate.


 


“Rule 145 Transaction”
means any transaction described in Rule 145(a) promulgated by the Commission under the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any similar United States federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


 


“Selling Expenses”
means all underwriting discounts, selling commissions, stock transfer taxes and fees of counsel to Holders (other than the fees and disbursements
of counsel specifically included in the definition of Registration Expenses) applicable to the securities registered by the Holders.


 






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“Series A Preferred”
means the Series A Convertible Preferred Stock of the Company.


 


2.           
Requested Registration.


 


(a)              
Request for Registration. In case the Company receives from the Holders of at least fifty percent (50%) of the Registrable
Securities on or following the date which is six (6) months after the date the Company completes an IPO, a written request that the Company
effect a registration with respect to Registrable Securities having a reasonably anticipated aggregate offering price, before deduction
of underwriter discounts and commissions, of at least $2,000,000 (such requesting holder or holders, the “Initiating Holders”),
the Company will:


 


		(i)	promptly give written notice of the proposed
                                            registration, qualification or compliance to all other Holders who are not Initiating Holders;
                                            and



 


		(ii)	as soon as practicable, use its reasonable
                                            best efforts to effect such registration, qualification, or compliance (including, without
                                            limitation, appropriate qualification under applicable blue sky or other state securities
                                            laws and appropriate compliance with applicable regulations issued under the Securities Act
                                            and any other governmental requirements or regulations) as may be so requested and as would
                                            permit or facilitate the sale and distribution of all or such portion of such Registrable
                                            Securities as are specified in such request, together with all or such portion of the Registrable
                                            Securities of any Holder(s) joining in such request as are specified in a written request
                                            received by the Company within twenty (20) days after the mailing of such written notice
                                            from the Company (collectively, the “Other Holders”);



 


Provided, however, that the Company
is not obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 [Requested
Registration]:


 


		(A)	In any particular jurisdiction in which
                                            the Company would be required to execute a general consent to service of process in effecting
                                            such registration, qualification or compliance;



 


		(B)	During the period starting with the date
                                            sixty (60) days prior to the Company’s estimated date of filing of any registration
                                            statement pertaining to securities of the Company sold by the Company (other than a registration
                                            of securities in a Rule 145 Transaction or with respect to an employee benefit plan) and
                                            ending one hundred eighty (180) days following the effective date of any public offering
                                            by the Company of such securities, provided that the Company is actively employing
                                            in good faith all reasonable efforts to cause such registration statement to become effective
                                            and further provided that the Company may delay any such registration not more than
                                            one time during any twelve month period;



 






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		(C)	After the Company has effected one (1)
                                            registration pursuant to this Section 2 [Requested Registration], and such registration has
                                            been declared or ordered effective; or



 


		(D)	If the Company furnishes to such Initiating
                                            Holders and Other Holders a certificate signed by the President of the Company stating that,
                                            in the good faith judgment of the Board of Directors, it would be beneficial to the Company
                                            or its stockholders to temporarily delay the filing of such registration statement, then
                                            the Company’s obligation to use its best efforts to register, qualify or comply under
                                            this Section 2 [Requested Registration] shall be deferred for a period not to exceed one
                                            hundred eighty (180) days from the date of receipt of written request from the Initiating
                                            Holders.



 


Subject to the foregoing clauses
(A) through (D), the Company will file a registration statement covering the Registrable Securities so requested to be registered as
soon as practicable after receipt of the request or requests of the Initiating Holders and the Other Holders.


 


(b)              
Underwriting. In the event that the Initiating Holders indicate in their written request pursuant to Section 2(a) that
a registration pursuant to this Section 2 [Requested Registration] is for a registered public offering involving an underwriting, the
Company will so advise the Holders as part of the notice given pursuant to Section 2(a)(i). In such event, the right of any Holder, as
the case may be, to registration pursuant to this Section 2 [Requested Registration] will be conditioned upon such Holder’s participation
in the underwriting arrangements required by this Section 2 [Requested Registration], and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent requested will be limited to the extent provided herein.


 


The Company (together with all Initiating Holders
and Other Holders proposing to distribute their securities through such underwriting) will enter into an underwriting agreement in customary
form with the managing underwriter selected by the Company (which underwriter will be acceptable to a majority in interest of the Initiating
Holders with such acceptance not to be unreasonably withheld). Notwithstanding any other provision of this Section 2 [Requested Registration],
if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares
to be underwritten, then the Company will so advise the Initiating Holders and the Other Holders, and the number of Registrable Securities
that may be included in the registration and underwriting will be allocated among the Initiating Holders and the Other Holders in proportion,
as nearly as practicable, to the respective amounts of Registrable Securities that such Initiating Holders and Other Holders have requested
pursuant to Section 2(a) hereof to include in such registration. No Registrable Securities or other securities excluded from the underwriting
by reason of the underwriter’s marketing limitation will be included in such registration. To facilitate the allocation of shares
in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Initiating Holder
or Other Holder to the nearest one hundred (100) shares.


 






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If any Initiating Holder or Other Holder disapproves
of the terms of the underwriting, such person may elect, unless otherwise agreed in writing by such Initiating Holder or Other Holder,
to withdraw therefrom by written notice to the Company and the managing underwriter. The Registrable Securities or other securities so
withdrawn will also be withdrawn from registration.


 


3.            
Company Registration.


 


(a)              
Notice of Registration. If the Company determines to register any of its securities, either for its own account or the
account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Rule 145 Transaction, or (iii) a registration on any form which does not include substantially the same information
as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in
which the only Common Stock being registered is Common Stock issuable upon the conversion of debt securities which are also concurrently
being registered, the Company will:


 


		(i)	promptly give to each Holder written notice
                                            thereof; and



 


		(ii)	subject to Section 3(b), include in such
                                            registration (and any related qualification under blue sky laws or other compliance), and
                                            in any underwriting involved therein, all the Registrable Securities specified in a written
                                            request or requests, made within twenty (20) days after the mailing of such written notice
                                            from the Company, by any Holder. If any Holder decides not to include all of its Registrable
                                            Securities in such registration, such Holder will nevertheless continue to have the right
                                            to include any Registrable Securities in any subsequent registration statements as may be
                                            filed by the Company with respect to offerings of its securities, all upon the terms and
                                            conditions set forth herein.



 


(b)              
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting,
the Company will so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of
any Holder to registration pursuant to this Section 3 [Company Registration] will be conditioned upon such Holder’s participation
in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing
to distribute their securities through such underwriting, together with the Company, will enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section
3 [Company Registration], if the managing underwriter determines that marketing factors require a limitation of the number of Registrable
Securities to be underwritten, the managing underwriter may eliminate, or may limit on a m) rata basis (based on the total number of
the Registrable Securities entitled to registration held by the Holder) the number of Registrable Securities to be included in such registration;
provided that no such reduction will be made with respect to securities being offered by the Company for its own account. The
Company will advise all Holders proposing to distribute their securities through such underwriting of any such limitations, and the number
of shares of Registrable Securities that may be included in the registration. To facilitate the allocation of shares in accordance with
the above provisions, the Company may round the number of Registrable Securities allocated to any Holder proposing to distribute their
securities through such underwriting to the nearest one hundred (100) Registrable Securities. If any Holder proposing to distribute their
securities through such underwriting disapproves of the terms of any such underwriting, he may elect, unless otherwise agreed in writing
by such Holder to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn
from such underwriting will be withdrawn from such registration.


 






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(c)              
Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by
it under this Section 3 [Company Registration] prior to or after the effectiveness of such registration whether or not any Holder has
elected to include Registrable Securities in such registration.


 


4.            
Registration on Form S-3.


 


(a)              
Request for Registration. If any Holder(s) request that the Company file a registration statement on Form S-3 or any successor
form thereto under the Securities Act (“Form S-3”) for a public offering of Registrable Securities, the reasonably anticipated
aggregate price to the public of which would exceed $1,000,000 and the Company is a registrant entitled to use Form S-3 to register the
Registrable Securities for such an offering, the Company will use its reasonable best efforts to cause such Registrable Securities to
be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder(s)
may reasonably request. The substantive provisions of Section 2(b) shall be applicable to each registration initiated under this Section
4 [Registration on Form S-3].


 


(b)              
Limitations. Notwithstanding the foregoing, the Company will not be obligated to take any action pursuant to this Section
4 [Registration on Form S-3]:


 


		(i)	in any particular jurisdiction in which
                                            the Company would be required to execute a general consent to service of process in effecting
                                            such registration, qualification or compliance;



 


		(ii)	during the period starting with the date
                                            sixty (60) days prior to the Company’s estimated date of filing, and ending on the
                                            date one hundred eighty (180) days immediately following the effective date of any registration
                                            statement pertaining to securities of the Company (other than a registration of securities
                                            in a Rule 145 Transaction or with respect to an employee benefit plan), provided that
                                            the Company is actively employing in good faith all reasonable efforts to cause such registration
                                            statement to become effective, and further provided that the Company may delay any
                                            such registration not more than one time during any twelve month period;



 


		(iii)	if the Company furnishes to such Holder
                                            a certificate signed by the President of the Company stating that, in the good faith judgment
                                            of the Board of Directors, it would be beneficial to the Company or its owners to temporarily
                                            delay filing of such registration statements, then the Company’s obligation to use
                                            its best efforts to file a registration statement shall be deferred for a period not to exceed
                                            one hundred eighty (180) days from the receipt of the request to file such registration by
                                            such Holder;



 






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		(iv)	if the Company has effected a total of
                                            two (2) registrations pursuant to Section 2 [Requested Registration] and this Section 4 [Registration
                                            on Form S-3] and each such registration has been declared or ordered effective; or



 


		(v)	if the Company has effected the registration
                                            of any Registrable Securities pursuant to Section 2 [Requested Registration] or this Section
                                            4 [Registration on Form S-3] at any time during the previous twelve (12) month period.



 


5.           
Expenses of Registration.


 


(a)              
Registration Expenses. The Company will be responsible for all Registration Expenses, exclusive of underwriting discounts
and commissions or legal fees of the Holders incurred in connection with all registrations pursuant to this Agreement.


 


(b)              
Selling Expenses. Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders
shall be borne by the Holders pro rata on the basis of the number of Registrable Securities so registered.


 


(c)              
Expenses Upon Withdrawal. Notwithstanding anything herein to the contrary, the Company will not be required to pay (and
the Holders will be required to pay as set forth below) for expenses of any registration proceeding begun pursuant to Section 2 [Requested
Registration] or Section 4 [Registration on Form 5-3], the request of which has been subsequently withdrawn by the Initiating Holders
unless (a) the withdrawal is based upon Material Adverse Information concerning the Company of which the Initiating Holders were not
aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to forfeit their right to one (1)
registration pursuant to Section 2 [Requested Registration] or Section 4 [Registration on Form S-3], as the case may be, in which event
such right shall be forfeited by all Holders. If the Holders are required to pay Registration Expenses pursuant hereto, such expenses
(which will not be deemed to include (i) the cost of normal audits of the Company that would have been performed in any event, or (ii)
the time of any executive or other personnel of the Company involved in the preparation of the registration statement) will be borne
by the Holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for
which registration was requested. For purposes of this Section 5(c), “Material Adverse Information” means information
relating to any occurrence that is materially adverse as to the business, properties or financial condition of the Company, but does
not include information relating to the economy or financial markets generally or the Company’s industry generally unless such
information relating to the economy or financial markets would have a disproportionate effect on the Company.


 


6.           
Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to
this Agreement, the Company will:


 






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(a)              
 Keep each Holder advised as to the initiation of each registration, qualification and compliance and as to the completion thereof;


 


(b)              
Prepare and, as soon as practicable, file with the Commission a registration statement with respect to such securities and use
its reasonable best efforts to cause such registration statement to become and remain effective until the earlier of the sale of the
Registrable Securities so registered or sixty (60) days subsequent to the effective date of such registration;


 


(c)              
Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions
of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration
statement until the earlier of the sale of the Registrable Securities so registered or sixty (60) days subsequent to the effective date
of such registration statement;


 


(d)              
Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such parties may
reasonably request in order to facilitate the public offering of such securities; and


 


(e)              
Use its commercially reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement
under the securities or blue sky laws of such states as the Holders reasonably request, maintain any such registration or qualification
current until the earlier of the sale of the Registrable Securities so registered or (90) days subsequent to the effective date of the
registration statement; and take any and all other reasonable actions either necessary or advisable to enable the Holders to consummate
the public sale or other disposition of the Registrable Securities in jurisdictions where the Holders desire to effect such sales or
other disposition (but the Company is not required to take any action that would subject it to the general jurisdiction of the courts
of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where the Company is not
so qualified).


 


7.                 
Indemnification.


 


(a)              
By Company. To the extent permitted by law, the Company will indemnify each Holder, each of their officers and directors
and partners, and each Affiliate of such Holder, and each underwriter, if any, and each Affiliate of any underwriter, with respect to
each registration, qualification or compliance which has been effected pursuant to this Agreement, against all expenses, claims, losses,
damages or liabilities (or actions in respect thereof) (collectively, “Claims”), including any Claims incurred in settlement
of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company will
reimburse each such Holder, each of their officers and directors and Affiliates, each such underwriter and their Affiliates, for any
legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such Claim, provided that
the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Claim if such settlement
is effected without the consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), and the Company
will not be liable in any such case to the extent that any such Claim arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in conformity with information furnished to the Company expressly for
use in connection with such registration by such Holder, Affiliate or underwriter. If the Holders are represented by counsel other than
counsel for the Company, the Company will not be obligated under this Section 7(a) to reimburse legal fees and expenses of more than
one separate counsel for the Holders.


 






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(b)              
By Holders. To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included
in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors
and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company’s securities covered by
such a registration statement, each Affiliate of the Company or such underwriter, and each other such Holder, each of their officers
and directors and each Affiliate, against all Claims (or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Company, such Holders,
such directors, officers, legal counsel, independent accountants, persons, underwriters or Affiliates for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such Claim in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with information furnished to the Company expressly for use in
connection with such registration by such Holder, provided that the indemnity agreement contained in this subsection shall not apply
to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld, delayed or conditioned.


 


(c)              
Procedures. Each party entitled to indemnification under this Section 7 [Indemnification] (the “Indemnified Party”)
will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense
of such claim or litigation, will be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at its own expense; provided, however, that the failure of any Indemnified Party to give notice
as provided herein will not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice
is prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim
or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation.


 






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(d)              
Contributions. If the indemnification provided for in this Section 7 [Indemnification] is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any Claim, the Indemnifying Party, in lieu of indemnifying such
Indemnified Party thereunder, will, to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified
Party as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with that which resulted in such Claim, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the Indemnified Party will be determined by a court of law by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates
to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, provided that,
in no event will any contribution by a Holder pursuant to this Section 7(d) exceed the proceeds from the offering received by such Holder.


 


8.           
Information by Holder. The Holder(s) of Registrable Securities included in any registration will furnish to the Company such
information, including information regarding such Holder(s), the Registrable Securities held by them and the distribution proposed, as
the Company may request in writing to enable the Company to comply with the provisions hereof in connection with any registration, qualification
or compliance referred to in this Agreement. It shall be a condition precedent to the obligations of the Company to take any action pursuant
to Sections 2 [Requested Registration], 3 [Company Registration] and 4 [Registration on Form S-3] with respect to Registrable Securities
of any Holder that such Holder shall furnish to the Company such information.


 


9.            
Transfer of Registration Rights. The rights to cause the Company to register securities granted Holders under Sections 2 [Requested
Registration], 3 [Company Registration] and 4 [Registration on Form S-3] hereof may be assigned (but only with all related obligations)
in connection with any transfer or assignment by a Holder of Registrable Securities, provided that: (i) such transfer or assignment
is for at least twenty-five percent (25%) of such Holder’s Registrable Securities (except for transfers in which the transferor
is a partnership and the transferee is a partner or former partner in such partnership or transfers to a Holder’s Family Group,
in which case such rights may be transferred without regard to the number of shares so transferred); (ii) such transfer of any Registrable
Securities is lawful under all applicable securities laws; and (iii) such Assignment will only be effective only if immediately following
such transfer the transferee agrees in writing delivered promptly to the Company to be bound by the terms and conditions of this Agreement
as though the transferee were a Holder hereunder. The transfer or assignment of all Registrable Securities of any Holder will divest
such transferring or assigning Holder of registration rights hereunder. “Family Group” means such Holder’s spouse,
siblings, ancestors and descendants (whether natural or adopted), any spouses of such siblings, ancestors and descendants, any siblings
of such ancestors and descendants, and any trust established solely for the benefit of one or more of such Holder, spouse, siblings,
ancestors and/or descendants.


 






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10.        
 Termination. All rights granted and obligations imposed pursuant to Sections 2 [Requested Registration], 3 [Company Registration]
and 4 [Registration on Form S-3] of this Agreement shall terminate (i) as to all Holders on the earlier of three (3) years after the
date of the Company’s IPO or (ii) as to each Holder at such time as such Holder (together with such Holder’s Affiliates)
can sell all of such Holder’s Registrable Securities pursuant to Rule 144 under the Securities Act within any three (3) month period.


 


11.         
Information Rights.


 


(a)              
Delivery of Annual Financial Statements. The Company will deliver to each Holder, as soon as practicable, but in any event
within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year and a balance sheet
of the Company as of the end of such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally
accepted accounting principles.


 


(b)              
Delivery of Quarterly Financial Statements. The Company will deliver to each Holder, as soon as practicable, but in any
event within forty-five (45) days after the end of each of the first three fiscal quarters of the Company, an income statement for such
fiscal quarter and a balance sheet of the Company as of the end of such quarter, such financial reports to be in reasonable detail, prepared
in accordance with generally accepted accounting principles. The Company will accompany each delivery of quarterly financial statements
with a letter to the Holders updating them on the current progress of the Company.


 


(c)              
Termination of Information Covenants. The covenants set forth in this Section 11 [Information Rights] shall terminate as
to each Holder and be of no further force or effect immediately upon the IPO. The information rights may be transferred to a transferee,
provided that the Company is given prior written notice of such transfer.


 


(d)              
Confidentiality of Information. Each Holder agrees that any information obtained by such Holder pursuant to this Section
11 [Information Rights] which is, or would reasonably be perceived to be, proprietary to the Company or otherwise confidential will not
be used or disclosed without the prior written consent of the Company. Each Holder further acknowledges and understands that any information
so obtained which may be considered material non-public information will not be utilized by such Holder in connection with purchases
and/or sales of the Company’s securities, except in compliance with applicable state and federal antifraud statutes.


 


12.         
Miscellaneous.


 


(a)              
Governing Law. This Agreement will be governed by and construed under the internal laws of the State of Delaware, without
regard to conflicts of laws provisions.


 


(b)              
Exclusive Jurisdiction.


 


THE PARTIES AGREE THAT ALL DISPUTES ARISING
AMONG THEM ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP AMONG THE PARTIES TO THIS AGREEMENT, WHETHER
ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY IN THE UNITED STATES FEDERAL COURTS OR MINNESOTA STATE COURTS
LOCATED IN HENNEPIN COUNTY, MINNESOTA. THE PARTIES WAIVE IN ALL DISPUTES ANY OBJECTIONS THEY MAY HAVE TO THE LOCATION OF ANY COURT LOCATED
IN HENNEPIN COUNTY, MINNESOTA CONSIDERING ANY SUCH DISPUTE.


 






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Miromatrix Medical, Inc.
 Investor Rights Agreement


     


    

 


(c)              
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the
Company and the Holders of 50% of the then outstanding Registrable Securities. Any amendment or waiver effected in accordance with this
paragraph will be binding upon the Company and each Holder of any securities subject to this Agreement (including securities into which
such securities are convertible) and future holders of all such securities. Any Holder may waive its rights or the Company’s obligations
hereunder without obtaining the consent of any other person.


 


(d)              
Severability. If any provision of this Agreement or any portion thereof is finally determined to be unlawful or unenforceable,
such provision or portion thereof will be deemed to be severed from this Agreement. Every other provision, and any portion of such an
invalidated provision that is not invalidated by such a determination, will remain in full force and effect.


 


(e)              
Notices. Any notice required or permitted under this Agreement must be given in writing and will be deemed effectively
given upon personal delivery; upon confirmed transmission by telecopy or telex; or upon deposit with a national postal service, postage
prepaid, addressed, (i) if to the Company: 18683 Bearpath Trail, Eden Prairie, MN 55347, Attention: President and CEO, and (ii) if to
the Holders, at the address for such Holders listed on the signature page of this Agreement. All notices shall be delivered to the addresses
maintained in the Company’s records for such Holders. Notices will be effective upon receipt, or in the case of delivery by mail,
ten (10) days after being deposited, first class postage prepaid, in the mails of a national postal service, or in the case of notice
by facsimile copy, when verbal communication of receipt is obtained, in each case when addressed as aforesaid.


 


(f)               
Entire Agreement; Successors. This Agreement constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof, and any and other written or oral agreements pertaining to the subject matter hereof between or among any parties
hereto are expressly canceled. Subject to the terms hereof, this Agreement will inure to the benefit of any successor or assign of any
party hereto.


 


(g)              
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument, and any of which will be enforceable against the person who has executed
the same.


 


(h)              
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 






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Miromatrix Medical, Inc.
 Investor Rights Agreement


     


    

 


(i)                
 Execution and Delivery. A facsimile, telecopy, .pdf or other reproduction of this Agreement may be executed by one or more
parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile, .pdf or similar electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery will be
considered valid, binding and effective for all purposes.


 


(signature page follows]



*          *          *


 






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Miromatrix Medical, Inc.
 Investor Rights Agreement


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Investor Rights Agreement as of the date first above written.


 


	COMPANY:	MIROMATRIX MEDICAL, INC.
	 	 
	 	By:	/s/ Robert Cohen 
	 	 	Robert Cohen, CEO



  


HOLDER:


 


	Individual Holder:	Signature:	 
	 	 	 
	 	Print Name:	 
		 
	Entity Holder:	Name of Entity:	 
	 	 	 
	 	By (signature):	 
	 	 	 
	 	Title:	 



 


[Signature Page to Investor Rights Agreement)


 








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Miromatrix Medical, Inc.
 Investor Rights Agreement