Exhibit 10.1


 


NOTE PURCHASE AGREEMENT


 


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”).


 


RECITALS


 


A.       The
Company is offering $700,000 principal amount of its secured convertible promissory note (“Note”).


 


B.       On
the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing
to sell to Investor, a Note in the principal amount of $700,000 (the “Purchase Price”).


 


C.       Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Note.


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1.       The
Note.


 


(a)       Issuance
of Note. For avoidance of doubt, the Note shall be in addition and not in replacement of all outstanding existing notes. Subject to
all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, a Note
in the principal amount of the Purchase Price.


 


(b)       Delivery.
The sale and purchase of the Note shall take place at a closing (the “Closing”) to be held at such place and time as
the Company and the Investor may determine following satisfaction or waiver of the conditions set forth herein (the “Closing
Date”). At the Closing, the Company will deliver to the Investor a Note against receipt by the Company of the Purchase Price
in immediately available funds.


 


(c)       Use
of Proceeds. The proceeds of the sale and issuance of the Note shall be used for working capital and general corporate purposes.


 


(d)       Payments.
The Company will make all cash payments due under the Note in immediately available funds by 1:00 p.m. eastern time on the date such payments
are due.


 



    	 



    	 



     


2.       Representations
and Warranties of the Company. The Company represents and warrants to each Investor that:


 





(a)       Due
Incorporation, Qualification, etc. The Company (i) is a corporation duly incorporated, and is validly existing under, the laws of
the state of Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted;
and (iii) is duly qualified, licensed to do business and in good standing as a foreign entity in each jurisdiction where the failure to
be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.


 


(b)       Authority.
The execution, delivery and performance by the Company of this Agreement and the Note (collectively, the “Loan Documents”)
and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized
by all necessary actions on the part of the Company.


 


(c)       Enforceability.
The Loan Documents have been duly executed and delivered by the Company and constitute, or will constitute, a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with their terms, except as limited by bankruptcy, insolvency
or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles
of equity.


 


(d)       Non-Contravention.
The execution and delivery by the Company of the Loan Documents and the performance and consummation of the transactions contemplated
thereby do not and will not (i) violate the Company’s Certificate of Incorporation or By-Laws (as amended, the “Charter
Documents”) or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate
any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving
of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party
or by which it is bound; or (iii) other than the security interest created upon issuance of the Note, result in the creation or imposition
of any lien upon any property, asset or revenue of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of
any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or
properties.


 


(e)       Approvals.
No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person
is required in connection with the execution and delivery of this Agreement or the Note and the performance and consummation of the transactions
contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or
filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.


 


(f)       No
Violation or Default. To the knowledge of the Company, it is not in violation of or in default with respect to (i) its Charter Documents
or any material judgment, order, writ, decree, statute, rule or regulation applicable to it; or (ii) any material mortgage, indenture,
agreement, instrument or contract to which the Company is a party or by which it is bound (nor is there any waiver in effect which, if
not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together
with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.


 



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(g)       Intellectual
Property. To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights
to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual
property rights necessary for its business as now conducted and as proposed to be conducted, without any conflict with, or infringement
of the rights of, others.


 


(h)       Accuracy
of Information Furnished. The Company has given Investor access to the corporate records and accounts of the Company and to all information
in its possession relating to the Company, has made its officers and representatives available for interview by the Investor, and has
furnished such Investor with all documents and other information required for the Investor to make an informed decision with respect to
the purchase of the Note. Neither the Loan Documents nor any of the other certificates, statements or information furnished to the Investor
by or on behalf of the Company in connection with the transactions contemplated thereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


3.       Representations
and Warranties of the Investor. The Investor represents and warrants to the Company upon the acquisition of the Note as follows:


 


(a)       Binding
Obligation. Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The Loan Documents constitute valid and binding obligations of Investor, enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.


 


(b)       Securities
Law Compliance. Investor has been advised that the Note and the underlying securities have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless
they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements
is available. Investor is aware that the Company is under no obligation to effect any such registration with respect to the Note or the
underlying securities or to file for or comply with any exemption from registration. Investor has not been formed solely for the purpose
of making this investment and is purchasing the Note for its own account for investment, not as a nominee or agent, and not with a view
to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same. Investor has such knowledge and experience in financial and business matters that Investor is
capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor’s
financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Investor is an accredited
investor as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances
of such status as may be reasonably requested by the Company.


 



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4.       Conditions
to Closing of the Investor. The Investor’s obligation at the Closing is subject to the fulfillment, on or prior to the Closing
Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investor:


 


(a)       Representations
and Warranties. The representations and warranties made by the Company in Section 2 hereof shall have been true and correct when made,
and shall be true and correct on the Closing Date.


 


(b)       Governmental
Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state
securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance
of the Note.


 


(c)       Transaction
Documents. The Company shall have duly executed and delivered to the Investor the Loan Documents.


 


5.       Conditions
to Obligations of the Company. The Company’s obligation to issue and sell the Note at the Closing is subject to the fulfillment,
on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:


 


(a)       Representations
and Warranties. The representations and warranties made by the Investor in Section 3 hereof shall be true and correct when made, and
shall be true and correct on the Closing Date.


 


(b)       Governmental
Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state
securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance
of the Note.


 


(c)       Purchase
Price. The Investor shall have delivered to the Company the Purchase Price in respect of the Note being purchased by such Investor
referenced in Section 1(b) hereof.


 


6.       Miscellaneous.


 


(a)       Waivers
and Amendments. Any provision of this Agreement and the Note may be amended, waived or modified only upon the written consent of the
Company and the Investor.


 


(b)       Governing
Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other
state.


 


(c)       Survival.
The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.





 



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(d)       Successors
and Assigns. Subject to the restrictions on transfer described in Sections 7(e) below, the rights and obligations of the Company and
the Investor shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.





 


(e)       Assignment
by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or
in part, by the Company without the prior written consent of the Investor. Any such impermissible assignment shall be void.


 


(f)       Entire
Agreement. This Agreement together with the other Loan Documents constitute and contain the entire agreement among the Company and
Investor and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties,
whether written or oral, respecting the subject matter hereof.


 


(g)       Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed,
mailed or delivered to each party as follows: (i) if to an Investor, at such Investor’s address or facsimile number set forth in
Schedule I, or at such other address as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at the Company’s
address or facsimile number set forth on the signature page to this Agreement, or at such other address or facsimile number as the Company
shall have furnished to the Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i)
when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after
being deposited in the U.S. mail, first class with postage prepaid.


 


(h)       Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.


 


(Signature Page Follows)


 



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The parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers as of the date first written above.


 


	 	INVESTOR:
	 	 	 
	 	Hankey Capital, LLC
	 	Name of Investor
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Bone Biologics Corporation
	 	 	 
	 	By:	 
	 	Name:	
	 	 	Authorized Signatory
	 	Title:	 


 



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