Third Amendment to the Mayo License Agreement, dated February 21, 2017, between the Registrant and Mayo Foundation for Medical Education Research

Exhibit 10.12

AMENDMENT NO. 3
TO
LICENSE AGREEMENT
BETWEEN
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH
AND
MIROMATRIX MEDICAL INC.

THIS Amendment No. three (“Amendment No. 3”), effective as of February, 21, 2017, to the License Agreement (“Agreement”) with an effective date of December 1, 2014, between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation having its principal place of business at 200 pt Street S W, Rochester, Minnesota ###-###-#### (“MAYO”) and Miromatrix Medical Inc., a corporation having its principal place of business at 18683 Bearpath Trail, Eden Prairie, Minnesota 55347 (“COMPANY”) is hereby amended under the following terms:

The terms of this Amendment No. 3 supersede any conflicting or inconsistent tem1s in the Agreement. All other provisions of the original Agreement remain in full force and effect.

This Agreement may be executed in any number of counterparts which, when taken together, will constitute an original, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original. Each Party hereto consents to be bound by photocopy or facsimile signatures of such Party’s representative hereto.