Exhibit 10.23


 


STOCK PURCHASE AGREEMENT


 


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”).


 


WHEREAS, Seller owns 4,500,000
shares of common stock, $0.001 par value per share (the “Shares”), of the Company; and


 


WHEREAS, Seller wishes to
sell to the Company, and the Company wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                 
Purchase and Sale. Subject to the terms and conditions set forth herein:


 


(a)              
At the First Closing (as defined below), Seller shall sell, transfer and assign to the Company, and the Company shall purchase
from Seller, all of Seller's right, title and interest in and to 2,700,000 Shares (the “First Closing Shares”). The
aggregate purchase price for the First Closing Shares shall be $3,000,000 (the “First Closing Purchase Price”).


 


(b)              
At the Second Closing (as defined below), Seller shall sell, transfer and assign to the Company, and the Company shall purchase
from Seller, all of Seller's right, title and interest in and to the remaining 1,800,000 Shares (the “Second Closing Shares”).
The aggregate purchase price for the Second Closing Shares shall be $2,000,000 (the “Second Closing Purchase Price”).


 


2.                 
Closings.


 


(a)              
Subject to the terms and conditions contained in this Agreement, the initial closing for the purchase and sale of the First Closing
Shares contemplated hereby (the “First Closing”) shall take place at 10:00 a.m., local time, on November 15, 2020 (the
 “First Closing Date”) at the offices of Faegre Drinker Biddle & Reath LLP in Minneapolis, Minnesota, or at such
other place or on such other date as the Company and Seller may mutually agree upon in writing. At the First Closing, Seller shall deliver
to the Company the stock certificate representing the First Closing Shares, free and clear of all Encumbrances (as defined herein), duly
endorsed in blank, and the Company shall deliver to Seller the First Closing Purchase Price by wire transfer of immediately available
funds to an account designated in writing by Seller to the Company no later than two business days before the First Closing. Promptly
following the First Closing, the Company will cancel the First Closing Shares on the stock register of the Company and will issue to Seller
a new stock certificate evidencing the Second Closing Shares.


 


(b)               Subject
to the terms and conditions contained in this Agreement, the closing for the purchase and sale of the Second Closing Shares
contemplated hereby (the “Second Closing,” and together with the First Closing, the “Closings”
and each individually a “Closing”) shall take place at 10:00 a.m., local time, on March 15, 2021 (the
 “Second Closing Date,” and together with the First Closing Date, the “Closing Dates” and each
individually a “Closing Date”) at the offices of Faegre Drinker Biddle & Reath LLP in Minneapolis, Minnesota,
or at such other place or on such other date as the Company and Seller may mutually agree upon in writing. At the Second Closing,
Seller shall deliver to the Company the stock certificate evidencing the Second Closing Shares, free and clear of all Encumbrances,
duly endorsed in blank, and the Company shall deliver to Seller the Second Closing Purchase Price by wire transfer of immediately
available funds to an account designated in writing by Seller to the Company no later than two business days before the Second
Closing.


 






    


     


    

 


3.                 
Closing Conditions.


 


(a)              
The obligation of Seller to sell, transfer and assign the applicable Shares at each Closing Date to the Company hereunder is subject
to the satisfaction of the following conditions as of each Closing:


 


(i)                
the representations and warranties of the Company in Section 5 hereof shall be true and correct on and as of the applicable
Closing Date with the same effect as though made at and as of such date;


 


(ii)             
the Company shall have performed and complied in all material respects with all agreements and conditions required by this Agreement
to be performed or complied with by it prior to or on the applicable Closing Date;


 


(iii)           
the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for
consummation of the transactions contemplated herein;


 


(iv)            
Seller shall have received a certificate, dated as of the applicable Closing Date and signed by a duly authorized officer of the
Company, that each of the conditions set forth in this Section 3(a) have been satisfied; and


 


(v)              
Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying
that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such
resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.


 


(b)              
The obligation of the Company to purchase the applicable Shares from Seller is subject to the satisfaction of the following conditions
as of each Closing:


 


(i)                
the representations and warranties of Seller in Sections 4(a), 4(b), 4(c) and 4(d) shall be true and correct on and as of
each Closing Date with the same effect as though made at and as of such date;


 


(ii)             
Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement
to be performed or complied with by it prior to or on the applicable Closing Date;


 






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(iii)           
 Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the
transactions contemplated herein;


 


(iv)            
the Company shall have received a certificate, dated the applicable Closing Date and signed by a duly authorized officer of Seller,
that each of the conditions set forth in this Section 3(b) have been satisfied; and


 


(v)              
the Company shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying
that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions
are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.


 


4.                 
Representations and Warranties of Seller. Seller hereby represents and warrants to the Company as follows:


 


(a)              
Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)              
Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and
to consummate the transactions contemplated hereby. Seller has obtained all necessary corporate approvals for the execution and delivery
of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the Company) constitutes Seller's
legal, valid and binding obligation, enforceable against Seller in accordance with its terms.


 


(c)              
The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially
by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts,
proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions
contemplated by this Agreement, the Company shall own the Shares, free and clear of all Encumbrances.


 


(d)              
The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or
create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to
which Seller is a party or is subject or by which the Shares are bound.


 


(e)              
No material governmental, administrative or other third-party consents or approvals are required by or with respect to Seller in
connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.


 


(f)               
There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened
against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 






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(g)              
 No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.


 


5.                 
Representation and Warranties of the Company.


 


(a)              
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota.


 


(b)              
The Company has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its
obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization,
execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.


 


(c)              
No material governmental, administrative or other third-party consents or approvals are required by or with respect to the Company
in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.


 


(d)              
There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Company, threatened
against or by the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 


(e)              
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.


 


6.                 
Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement
and the Closing hereunder.


 


7.                 
Guaranty. Howard Root and Ronald Eibensteiner (each a “Guarantor” and collectively, “Guarantors”)
irrevocably, unconditionally and absolutely jointly and severally guarantee to Seller the full and prompt performance by the Company of
any and all of its obligations under Section 1 and the related payment obligations under Section 2 of this Agreement. Each Guarantor waives
any and all defenses, claims, setoffs and discharges with respect to such obligations, except the defense of discharge by payment and
performance in full and any defense available to the Company provided for in this Agreement. Neither Guarantor will exercise or enforce
any right of contribution, reimbursement, recourse or subrogation as to any such obligations against the Company until all such obligations
have been fully paid and performed. If Seller commences litigation to enforce this Section 7 and is the prevailing party as determined
by a final order of a court of competent jurisdiction, Guarantors will pay all reasonable costs incurred by Seller, including reasonable
attorneys’ fees and expenses, in connection with the enforcement of this Section 7.


 






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8.                 
Indemnification.


 


(a)              
 Seller shall indemnify the Company and hold the Company harmless against and in respect of any and all losses, liabilities, damages,
obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Company
resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein.


 


(b)              
The Company shall indemnify Seller and hold Seller harmless against and in respect of any and all losses, liabilities, damages,
obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Seller resulting
from any breach of any representation, warranty, covenant or agreement made by the Company herein.


 


(c)              
Subject to Section 12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims
(other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this
Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to
the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 7.


 


9.            Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof
and give effect to the transactions contemplated by this Agreement.


 


10.             
Termination. This Agreement may be terminated at any time prior to the applicable Closing (a) by the mutual written consent
of the Company and Seller or (b) by Seller if (i) a breach of any provision of this Agreement has been committed by the Company and such
breach has not been cured within 10 days following receipt by the Company of written notice of such breach, or (ii) (x) the First Closing
does not occur by November 25, 2020 or (y) the Second Closing does not occur by March 25, 2021. Upon termination, all further obligations
of the parties under this Agreement shall terminate without liability of any party to the other parties to this Agreement, except that
no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement.


 


11.             
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses.


 


12.             
Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition
to any other remedy to which they are entitled at law or in equity.


 


13.              Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”)
shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other
address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be
delivered by personal delivery, nationally recognized overnight courier (with all fees pre- paid), facsimile or e-mail of a PDF
document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and
(b) if the party giving the Notice has complied with the requirements of this Section.


 






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14.             
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to such subject matter.


 


15.             
Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written
consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.


 


16.             
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


17.             
Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.


 


18.             
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 


19.              Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or
any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Minnesota in each
case located in the city of Minneapolis and County of Hennepin, and each party irrevocably submits to the exclusive jurisdiction of
such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's
address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such
courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum.


  


20.             
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above.


 


	 	REPRISE BIOMEDICAL, INC.
	 	 
	 	By:	/s/ Howard Root
	 	Name:	Howard Root
	 	Title:	 Chairman
	 	 	 
	 	MIROMATRIX MEDICAL INC.
	 	 
	 	By:	/s/ Paul Buckman
	 	Name:	 Paul Buckman
	 	Title:	 Chairman




 


	Solely with respect to Section 7:	 
	 	 
	/s/ Howard Root	 
	Howard Root	 
	 	 
	/s/ Ronald Eibensteiner	 
	Ronald Eibensteiner	 




 






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