Exhibit 4.15


 


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 Dates

     

     
	
    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 (i) 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, or (ii) pursuant to a domestic relations
order. 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 the 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. Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 9 of this
Agreement.


 


(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 Dates specified in the Vesting Schedule.


 


(b)               
Accelerated or Continued Vesting. The vesting of outstanding Units may be accelerated or continued under the circumstances provided
below:


 


(1)               
Change in Control. [Vesting of the Units may be accelerated during the term of the Award under the circumstances described in Sections
12(b) and 12(c) 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.


 


6.       Settlement
of Units. Subject to Section 8 below, 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 7 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.


 






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7.       Tax
Consequences and Withholding. 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.       Forfeiture
of Award and Compensation Recovery. To the extent that this Award and any compensation associated therewith is considered “incentive-based
compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, this Award and any compensation
associated therewith shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery
policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and any implementing rules
and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s
Shares are then listed.  This Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery
policy. 


 


9.       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.


 


10.       Nature
of the Award. You understand that the value that may be realized, if any, from the Award is contingent, and depends on the future
market price of the Company’s common stock, among other factors. You further confirm your understanding that the Award is intended
to promote employee retention and stock ownership and to align employees’ interests with those of shareholders, is subject to vesting
conditions and will be cancelled if vesting conditions are not satisfied.


 






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You also understand that
(i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of an Award is
voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards even
if Awards have been granted repeatedly in the past; (iii) all decisions with respect to any future award will be at the sole discretion
of the Company; (iv) your participation in the Plan is voluntary; (v) the value of this Award is an extraordinary item of compensation
which is outside the scope of your employment contract with your actual employer, if any; (vi) this Award and past or future Awards are
not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (vii) no claim
or entitlement to compensation or damages arises from termination of this Award or diminution in value of this Award, and you irrevocably
release the Company and its Affiliates from any such claim that may arise.


 


11.       Administration.
You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, information
such as your name, home address, telephone number, date of birth, salary, nationality, job title, social security number, social insurance
number or other such tax identity number and details of all Awards or other entitlement to shares of common stock awarded, cancelled,
exercised, vested, unvested or outstanding in your favor (“Personal Data”).


 


You understand that in order
for the Company to process your Award and maintain a record of Shares under the Plan, the Company shall collect, use, transfer and disclose
Personal Data within the Company and among its Affiliates electronically or otherwise, as necessary for the implementation and administration
of the Plan including, in the case of a social insurance number, for income reporting purposes as required by law. You further understand
that the Company may transfer Personal Data, electronically or otherwise, to third parties, including but not limited to such third parties
as outside tax, accounting, technical and legal consultants when such third parties are assisting the Company or its Affiliates in the
implementation and administration of the Plan. You understand that such recipients may be located within the jurisdiction of your residence,
or within the United States or elsewhere and are subject to the legal requirements in those jurisdictions. You understand that the employees
of the Company, its Affiliates and third parties performing work related to the implementation and administration of the Plan shall have
access to the Personal Data as is necessary to fulfill their duties related to the implementation and administration of the Plan. By accepting
this Award, you consent, to the fullest extent permitted by law, to the collection, use, transfer and disclosure, electronically or otherwise,
of your Personal Data by or to such entities for such purposes and you accept that this may involve the transfer of Personal Data to a
country which may not have the same level of data protection law as the country in which this Agreement is executed. You confirm that
if you have provided or, in the future, will provide Personal Data concerning third parties including beneficiaries, you have the consent
of such third party to provide their Personal Data to the Company for the same purposes.


 


You understand that you may,
at any time, request to review the Personal Data and require any necessary amendments to it by contacting the Company in writing. As well,
you may always elect to forgo participation in the Plan or any other award program.


 


12.       Additional
Provisions.


 


(a)       No
Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the
Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have
upon you under this Agreement.


 


(b)       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.


 






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(c)       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.


 


(d)       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.


 


(e)       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.


 


(f)       Section
409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement
are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas. Reg. § 1.409A-l(b)(4).


 


(g)       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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