FUSE MEDICAL, INC. STOCK OPTION AGREEMENT

EXHIBIT 10.1

FUSE MEDICAL, INC.

STOCK OPTION AGREEMENT

This Stock Option Agreement (this "Agreement"), effective for all purposes as of the 17th day of July, 2015 (the "Grant Date"), is entered into by and between Ross Eichberg, an individual ("Optionee") and Fuse Medical, Inc., a Delaware corporation (the "Corporation"). Each of Optionee and the Corporation are sometimes individually referred to hereinafter as a "Party" and collectively as the "Parties."

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RISK OF FORFEITURE AS SET FORTH IN THE STOCK OPTION AGREEMENT BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE CORPORATION.

[Remainder of Page Intentionally Left Blank; Signature page(s) to follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Grant Date.

EXHIBIT A

Form of Exercise Agreement

(Attached)

Stock Option Exercise Agreement

This Stock Option Exercise Agreement (this "Exercise Agreement") is made and entered into as of _________________ by and between Fuse Medical, Inc., a Delaware corporation (the "Company") and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Stock Option Agreement, dated effective as of July ____, 2015 (the "Option Agreement").

Purchaser Name: Ross Eichberg ("Purchaser")

Address: _____________________________

_____________________________________

_____________________________________

Social Security Number: __________________

Date: ________________________________

Option. The Purchaser was granted anoption (the "Option") to purchase certain shares of common stock pursuant to the terms of the Option Agreement.

Exercise of Option. The Purchaser hereby elects to exercise the Option to purchase ________ shares of Common Stock ("Shares"), _______ of which are vested pursuant to the terms of the Option Agreement, and _______ shall remain unvested until the vesting requirements of Section 4(a) of the Option Agreement are fulfilled.

The total Exercise Price for all of the Shares is _____________ (total Shares times Exercise Price per Share).

Payment of the Exercise Price; Delivery of Required Documents. The Purchaser encloses payment in full of the total Exercise Price for the Shares in the following form(s), as authorized by the Option Agreement (check and complete as appropriate):

____ In cash (by certified or bank check) in the amount of $________, receipt of which is acknowledged by the Company.

____ By a Company-assisted cashless exercise, as previously agreed in writing by the Company.

____ By reduction in the number of Shares otherwise deliverable upon exercise with a Fair Market Value equal to the total Exercise Price, as previously agreed in writing by the Company.

The Purchaser will deliver any other documents that the Company requires.

Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company, that the following are true in all material respects:

Purchaser is acquiring the Shares solely for his own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Purchaser is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Notwithstanding any of the foregoing, the Purchaser may for estate planning purposes only, transfer any Shares to a trust established by the Purchaser of which the Purchaser is a Trustee.

 Purchaser has conducted his own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that he has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose. Purchaser acknowledges and agrees that: (a) in making his decision to enter into this Exercise Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon his own investigation; and (b) neither the Company, nor any other person has made any representation or warranty as to the Company or this Agreement.

Tax Withholding. The Purchaser will make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Purchaser may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the methods set forth in the Option Agreement. The Purchaser understands that ownership of the Shares will not be transferred to the Purchaser until the total Exercise Price and all applicable withholding taxes have been paid.

Tax Consequences. The Purchaser understands that there may be adverse federal or state tax consequences as a result of his purchase or disposition of the Shares. The Purchaser also acknowledges that he has been advised to consult with a tax advisor in connection with the purchase or disposition of the Shares. The Purchaser is not relying on the Company for tax advice.

Compliance with Law. The issuance and transfer of the Shares will be subject to, and conditioned upon compliance by the Company and the Purchaser with, all applicable federal, state and local laws and regulations and all applicable requirements of any stock exchange or automated quotation system on which the Shares may be listed or quoted at the time of such issuance or transfer.

Successors and Assigns; Binding Effect. This Exercise Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. This Exercise Agreement will be binding upon the Purchaser and the Purchaser's heirs, executors, legal representatives, successors and assigns.

Governing Law. This Exercise Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

Severability. The invalidity or unenforceability of any provision of this Exercise Agreement shall not affect the validity or enforceability of any other provision, and each provision of this Exercise Agreement shall be severable and enforceable to the extent permitted by law.

Counterparts. This Exercise Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

Notice. Any notice required to be delivered to the Company under this Exercise Agreement shall be in writing and addressed to the CEO of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Purchaser under this Exercise Agreement shall be in writing and addressed to the Purchaser at the Purchaser's address as set forth above. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

Acknowledgement. The Purchaser understands that he is purchasing the Shares pursuant to the terms and conditions of the Option Agreement, copies of which the Purchaser has read and understands.

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

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