Exhibit 4.14


 


Miromatrix Medical Inc.


2021 EQUITY INCENTIVE PLAN


 


Restricted Stock Unit Award Agreement


 


Miromatrix Medical Inc. (the
 “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock
Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement
(the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document,
a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned
to it in the Plan as it currently exists or as it is amended in the future.


 


	Name of Participant:       [_______________________]
	Number of Restricted Stock Units:     [_______]	Grant Date:                                             __________, 20__
	Vesting Schedule:
	
    Scheduled Vesting Date

    [Insert date of next Annual Meeting of Shareholders]

      
	
    Number of Restricted Stock Units that Vest 

     

      

	 	 	 





By signing below or otherwise
evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained
in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth
the entire agreement between you and the Company regarding this Award of Restricted Stock Units. If you fail to sign or accept this Agreement
by ____________, 20__, this Award shall be void and of no further force or effect.


 


	PARTICIPANT:	 	Miromatrix Medical Inc.




  


	 	 	By:	 
	 	 	Title:	 



  



    


     


    

 


Miromatrix Medical Inc.


2021 Equity Incentive Plan


Restricted Stock Unit Award Agreement


 


Terms and Conditions


 


1.       Grant
of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions
in this Agreement and the Plan, of the number of Restricted Stock Units specified on the cover page of this Agreement (the “Units”).
Each Unit represents the right to receive one Share of the Company’s common stock. Prior to their settlement or forfeiture in accordance
with the terms of this Agreement, the Units granted to you will be credited to an account in your name maintained by the Company. This
account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured
contingent obligation of the Company.


 


2.       Restrictions
Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered,
voluntarily or involuntarily, other than a transfer upon your death in accordance with your will, by the laws of descent and distribution
or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. Following any such transfer, this Award
shall continue to be subject to the same terms and conditions that were applicable to this Award immediately prior to its transfer. Any
attempted transfer in violation of this Section 2 shall be void and without effect. The Units and your right to receive Shares in
settlement of the Units under this Agreement shall be subject to forfeiture as provided in Section 5 until satisfaction of the vesting
conditions set forth in Section 4.


 


3.       No
Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s common
stock. You will not have any of the rights of a shareholder of the Company (including without limitation any rights to dividends or dividend
equivalents) in connection with the grant or holding of Units subject to this Agreement unless and until Shares are issued to you upon
settlement of the Units as provided in Section 6.


 


4.       Vesting
of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates specified
in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section
4.


 


(a)               
Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement,
then the Units will vest in the amounts and on the Scheduled Vesting Date specified in the Vesting Schedule.


 


(b)               
Accelerated or Continued Vesting. The vesting of your outstanding Units will be accelerated in full upon a Change in Control in
which you cease to be a Service Provider. In addition, the vesting of your outstanding Units will be accelerated in full immediately prior
to the effective time of a Corporate Transaction that constitutes a Change in Control if this Award is not continued, assumed or replaced
in connection with such Change in Control. For purposes of this Section 4(b)(3), this Award will be considered assumed or replaced under
the circumstances specified in Section 12(b)(1) of the Plan.


 


5.       Effect
of Termination of Service. Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider,
you will forfeit all unvested Units.


 






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6.       Settlement
of Units. After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the
15th day of the third calendar month following the Vesting Date), cause to be issued and delivered to you (or to your
personal representative or your designated beneficiary or estate in the event of your death, as applicable) one Share in payment and
settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by an
appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you,
or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding
provisions of Section 8 and compliance with all applicable legal requirements as provided in Section 17(c) of the Plan, and shall be
in complete satisfaction and settlement of such vested Units. The
Company will pay any original issue or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this
Agreement, and all fees and expenses incurred by it in connection therewith. If the Units that vest include a fractional Unit, the
Company shall round the number of vested Units to the nearest whole Unit prior to issuance of Shares as provided herein. 


 


7.       Tax
Consequences and Withholding. In the event that the Company is required to withhold for federal, state or local taxes in connection
with the settlement of the Units, no Shares will be delivered to you in settlement of vested Units unless you have made arrangements acceptable
to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the
Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required
to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section
14 of the Plan. Unless otherwise determined by the Committee, you may elect to satisfy such withholding tax obligations by having the
Company withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value
equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.


 


8.       Notices.
Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically)
to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the
other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company
shall be mailed or delivered to the Company, to the attention of its Chief Financial Officer, at the Company’s headquarters, and
all notices or communications by the Company to you may be given to you personally or may be mailed or, if you are still a Service Provider,
emailed to you at the address indicated in the Company's records as your most recent mailing or email address.


 


9.       Additional
Provisions.


 


(a)       Governing
Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations
which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions
of this Agreement and the Plan, the provisions of the Plan will govern.


 


(b)       Governing
Law.  This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed by,
construed, and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.


 


(c)       Severability.
The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable,
in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You also agree that
any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as modified,
is valid and enforceable under applicable law.


 


(d)       Binding
Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the
successors and assigns of the Company.


 


(e)       Electronic
Delivery and Acceptance. The Company may deliver any documents related to this Restricted Stock Unit Award by electronic means and
request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic
delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or
the Company’s third-party stock plan administrator.


 


By signing the cover page of this Agreement
or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions described above and
in the Plan document.




 






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