COMMON STOCK PURCHASE WARRANT BONE BIOLOGICS CORPORATIONBone Biologics Corp • January 5th, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2024, between Bone Biologics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between BONE BIOLOGICS CORPORATION and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLCUnderwriting Agreement • June 13th, 2023 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Bone Biologics Corporation, a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives), “EF Hutton” or the “Underwriter”) as follows:
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BONE BIOLOGICS CORPORATIONBone Biologics Corp • February 23rd, 2024 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF SERIES D COMMON STOCK PURCHASE WARRANT BONE BIOLOGICS CORPORATIONCommon Stock Purchase Warrant • May 1st, 2023 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received ___________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2023, between Bone Biologics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BONE BIOLOGICS CORPORATIONBone Biologics Corp • March 6th, 2024 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 4, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of October 30, 2023.
STRICTLY CONFIDENTIAL Bone Biologics CorporationLetter Agreement • February 26th, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 11th, 2022 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of October 7, 2022 (the “Issuance Date”) between Bone Biologics Corp., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Warrant Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • March 6th, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2024, between Bone Biologics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 25th, 2014 • Bone Biologics, Corp. • Blank checks • Delaware
This Indemnification Agreement, dated September ___, 2014, is made between Bone Biologics, Corp., a Delaware corporation (the “Company”), and __________________________ (the “Indemnitee”).
BONE BIOLOGICS CORPORATION UNDERWRITING AGREEMENT 1,510,455 Units Consisting of 1,510,455 Shares of Common Stock And 1,510,455 Warrants to Purchase 1,510,455 Shares of Common StockUnderwriting Agreement • October 15th, 2021 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
BONE BIOLOGICS CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of 1,510,455 Units (the “Firm Units”), each Firm Unit consisting of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants” and each a “Warrant”). The 1,510,455 shares of Common Stock referred to in this Section are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section are hereinafter referred to as the “Firm Warrants,” and together with the Firm Units and the Firm Shares, the “Firm Securities.” The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent ag
BONE BIOLOGICS, INC. WARRANT TO PURCHASE COMMON STOCKBone Biologics, Corp. • September 25th, 2014 • Blank checks • California
THIS CERTIFIES THAT, for value received, MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC. or assigns (the “Holder”), is entitled to subscribe for and purchase from BONE BIOLOGICS, INC., a California corporation, with its principal office at 100 Rancho Rd., Suite 7-231, Thousand Oaks, CA 91362 (the “Company”) the number of Exercise Shares as set forth in this Warrant at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement dated April 29, 2013, by and among the Company and the Purchasers therewith (the “Purchase Agreement’).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 7th, 2021 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
This Note Purchase Agreement, dated as of June 1, 2021 (this “Agreement”), is entered into by and between Bone Biologics Corporation, a Delaware corporation, (the “Company”) and Hankey Capital, LLC (“HIC”) (“Investor”).
BONE BIOLOGICS CORPORATION UNDERWRITING AGREEMENT 3,777,778 Units Consisting of 3,777,778 Shares of Common Stock, And 3,777,778 Series A Warrants to Purchase 3,777,778 Shares of Common Stock And 3,777,778 Series B Warrants to Purchase 3,777,778 Shares...Underwriting Agreement • October 11th, 2022 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
BONE BIOLOGICS CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of 3,777,778 Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one Series A warrant to purchase one share of Common Stock (the “Series A Warrants” and each a “Series A Warrant”); (iii) one Series B warrant to purchase one share of Common Stock (the “Series B Warrants” and each a “Series B Warrant”); and (iv) one Series C warrant to purchase one share of Common Stock (the “Series C Warrants” and each a “Series C Warrant” and together with Series A Warrants and Series B Warrants, the Purchase Warrants). The 3,777,778 shares of Common Stock referred
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 25th, 2014 • Bone Biologics, Corp. • Blank checks • California
This Management Consulting Agreement (this “Agreement”) is entered into as of September 19 with an effective date of September 19 (the “Effective Date”), by and between Bone Biologics, Corp., a Delaware corporation (the “Company”), and the Musculoskeletal Transplant Foundation, Inc. (“Consultant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2018 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The undersigned subscriber or subscribers (hereinafter, the “Purchaser”) has received and carefully read this subscription agreement (the “Agreement”) and the Confidential Offering Documents for Accredited Investors as may be amended or supplemented from time to time consisting of certain of the Company’s securities filings (the “Securities Filings”) which have been filed with the Securities and Exchange Commission (“SEC”) which are available at www.sec.gov (the “Offering Documents”) which relates to the offering of securities (the “Offering”) of Bone Biologics Corporation, a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 26th, 2016 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES DESCRIBED HEREIN.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 30th, 2024 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement, dated ________________, is made between Bone Biologics, Corporation, a Delaware corporation (the “Company”), and __________________________ (the “Indemnitee”).
SECOND Amendment to CONVERTIBLE SECURED TERM NOTEConvertible Secured Term Note • June 12th, 2018 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Second Amendment to Convertible Secured Term Note (this “Amendment”) is entered into this 11th day of June, 2018, by Bone Biologics Corporation, a Delaware corporation (“Maker”), and Hankey Capital, LLC, a California limited liability company (“Payee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2016 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of February 24, 2016 by and among BONE BIOLOGICS CORPORATION, a Delaware corporation (the “Company”) and HANKEY CAPITAL, LLC, a California limited liability company (the “Stockholder”).
BONE BIOLOGICS CORPORATION UNDERWRITING AGREEMENT 1,923,077 Units Consisting of 1,923,077 Shares of Common Stock, AndBone Biologics • October 5th, 2022 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
BONE BIOLOGICS CORPORATION, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of 1,923,077 Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one Series A warrant to purchase one share of Common Stock (the “Series A Warrants” and each a “Series A Warrant”); (iii) one Series B warrant to purchase one share of Common Stock (the “Series B Warrants” and each a “Series B Warrant”); and (iv) one Series C warrant to purchase one share of Common Stock (the “Series C Warrants” and each a “Series C Warrant” and together with Series A Warrants and Series B Warrants, the Purchase Warrants). The 1,923,077 shares of Common Stock referred
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • March 15th, 2022 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2021 by and between Bone Biologics Corporation, a Delaware corporation (the “Company”), and Hankey Capital, LLC (“Purchaser”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG: AFH ACQUISITION X, INC., BONE BIOLOGICS ACQUISITION CORP. AND BONE BIOLOGICS, INC. September 19, 2014 Agreement and Plan of MergerAgreement and Plan of Merger • September 25th, 2014 • Bone Biologics, Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 19, 2014 (the “Agreement Date”), by and among AFH Acquisition X, Inc., a Delaware corporation (“Purchaser”), Bone Biologics Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Sub”), and Bone Biologics, Inc., a California corporation (the “Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 18th, 2016 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • California
This Note Purchase Agreement, dated as of October 14, 2016 (this “Agreement”), is entered into by and between Bone Biologics Corporation, a Delaware corporation, (the “Company”) and Hankey Capital, LLC (“HIC”) and The Musculoskeletal Transplant Foundation (“MTF”) (each an “Investor” and collectively the “Investors”).
EXCLUSIVE LICENSE AGREEMENT Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA And BONE BIOLOGICS, INC.License Agreement • September 25th, 2014 • Bone Biologics, Corp. • Blank checks • California
This Agreement is made and is effective this 15th day of March 2006 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland, California 94607-5200, acting through its offices located at 10920 Wilshire Blvd, Suite 1200, Los Angeles, California 90024-1406, and Bone Biologics, Inc. (“Licensee”), a corporation having a principal place of business at 115 North Doheny Drive, Beverly Hills, California 90211.
FORMER OFFICER & DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 25th, 2014 • Bone Biologics, Corp. • Blank checks • Delaware
This Indemnification Agreement, dated September 19, 2014, is made between Bone Biologics, Corp., a Delaware corporation (the “Company”), and ___________________________ (the “Indemnitee”).
ContractBone Biologics Corp • August 23rd, 2017 • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Option Agreement for the Distribution and Supply of Sygnal™Option Agreement • February 26th, 2016 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
This Option Agreement for the Distribution and Supply of Sygnal™ (the “Agreement”) is made the 24th day of February, 2016 (the “Effective Date”) by and between The Musculoskeletal Transplant Foundation, Inc., a District of Columbia not-for-profit corporation located at 125 May Street, Edison, New Jersey 08837 (“MTF”) and Bone Biologics Corporation, a Delaware corporation located at 321 Columbus Avenue, Boston, MA 02116 (“BBC”).
Bone Biologics Corporation Boston, MA 02116Letter Agreement • March 15th, 2016 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
The purpose of this letter agreement (“Agreement”) is to set forth our mutual understanding and agreement with respect to your separation from employment with Bone Biologics Corporation (“the Company”). In consideration of the mutual covenants set forth herein, the receipt and sufficiency of which you acknowledge, we have agreed as follows:
VIA E-MAILBone Biologics Corp • April 11th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2018 • Bone Biologics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The undersigned (hereinafter, the “Purchaser”) has received and carefully read this Securities Purchase Agreement (the “Agreement”) and the accompanying Rights Offering Memorandum, dated June 11, 2018, which incorporates by reference certain of the Company’s Securities Filings (as defined below) (the “PPM” and together with this Agreement, collectively, the “Offering Documents”), in connection with the offering of securities (the “Offering”) of Bone Biologics Corporation, a Delaware corporation (the “Company”).
VIA E-MAILBone Biologics Corp • April 11th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT OF MERGERAgreement of Merger • September 25th, 2014 • Bone Biologics, Corp. • Blank checks
This Agreement of Merger (this “Agreement”) is entered into as of this September 19, 2014 between AFH Acquisition x, inc., a Delaware corporation (the “Purchaser”), BONE BIOLOGICS ACQUISITION CORP., a Delaware corporation (the “Merger Sub”), and BONE BIOLOGICS, INC., a California corporation (the “Target”).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • September 25th, 2014 • Bone Biologics, Corp. • Blank checks
AFH Acquisition X, Inc., a company incorporated under the laws of the State of Delaware and having an address at 269 S. Beverly Drive, Suite 1600, Beverly Hills, California 90212
