EXHIBIT 10.1


 





THIRTEENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


This THIRTEENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April
30, 2017 (the “Amendment Closing Date”) by and among Bacterin
International, Inc., a Nevada corporation (the “Borrower”), ROS
acquisition offshore lp, a Cayman Islands Exempted Limited Partnership (“ROS”), ORBIMED ROYALTY
OPPORTUNITIES II, LP, a Delaware limited partnership (“Royalty Opportunities”), and, in their capacity as
Guarantors under the Credit Agreement (as defined below), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”),
X-SPINE SYSTEMS, INC., an Ohio corporation (“X-Spine”) and XTANT MEDICAL, INC., a Delaware corporation
(“Xtant” and, along with Holdings and X-Spine, collectively, the “Guarantors”).


WHEREAS, the
Borrower, ROS and Royalty Opportunities are party to that certain Amended and Restated Credit Agreement, dated as of July 27, 2015,
as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of March 31, 2016, that certain Second
Amendment to Amended and Restated Credit Agreement, dated as of May 25, 2016, that certain Third Amendment to Amended and Restated
Credit Agreement, dated as of June 30, 2016, that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of
July 29, 2016, that certain Fifth Amendment to the Amended and Restated Credit Agreement, dated as of August 12, 2016, that certain
Sixth Amendment to the Amended and Restated Credit Agreement, dated as of September 27, 2016, that certain Seventh Amendment to
the Amended and Restated Credit Agreement, dated as of December 31, 2016, that certain Eighth Amendment to Amended and Restated
Credit Agreement, dated as of January 13, 2017, that certain Ninth Amendment to Amended and Restated Credit Agreement, dated as
of January 31, 2017, that certain Tenth Amendment to Amended and Restated Credit Agreement, dated as of February 14, 2017, that
certain Eleventh Amendment to Amended and Restated Credit Agreement, dated as of February 28, 2017 and that certain Twelfth Amendment
and Waiver to Amended and Restated Credit Agreement, dated as of March 31, 2017 (the “Credit Agreement”), pursuant
to which (i) ROS and Royalty Opportunities, as Lenders under the Credit Agreement, have extended credit to the Borrower on the
terms set forth therein and (ii) each Lender has appointed ROS as the administrative agent (the “Administrative Agent”)
for the Lenders;


WHEREAS, the
Guarantors and the Administrative Agent entered into an Amended and Restated Guarantee, dated as of July 31, 2015 and supplemented
on September 11, 2015, pursuant to which the Guarantors have agreed to guarantee the Obligations of the Borrower under the Credit
Agreement;


WHEREAS, pursuant
to Section 11.1 of the Credit Agreement, the Credit Agreement may be amended by an instrument in writing signed by each of the
Borrower and the Administrative Agent (acting on behalf of the Lenders);


WHEREAS, the
Borrower and the Lenders desire to amend certain provisions of the Credit Agreement as provided in this Amendment.






    	 	  	 



     

    

NOW, THEREFORE,
in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.               
Definitions; Loan Document. Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Credit Agreement. This Amendment shall constitute a Loan Document for all
purposes of the Credit Agreement and the other Loan Documents.


2.               
Amendments to Section 3.6. Section 3.6 of the Credit Agreement is hereby amended
by deleting the last sentence from such Section 3.6 in its entirety and inserting the following as the last sentence thereof:


“Notwithstanding the foregoing,
interest accrued on the Loans for the Fiscal Quarters ended on December 31, 2016 and March 31, 2017 and otherwise required to be
paid in cash on January 2, 2017 and March 31, 2017, respectively, shall instead be required to be paid in cash on May 31, 2017,
plus interest accrued on such interest from January 2, 2017 and March 31, 2017, as applicable, to the date of payment thereof at
a rate equal to the Applicable Margin plus the higher of (i) the LIBO Rate for the Fiscal Quarter ended on December 31, 2016 or
the Fiscal Quarter ended on March 31, 2017, as applicable, and (ii) 1.00%.”


3.               
Conditions to Effectiveness of Amendment. This Amendment shall become effective
upon receipt by the Borrower, the Administrative Agent, the Lenders and the Guarantors of a counterpart signature of the others
to this Amendment duly executed and delivered by each of the Borrower, the Lenders, the Administrative Agent and the Guarantors.



4.               
Expenses. The Borrower agrees to pay on demand all expenses of the Administrative
Agent (including, without limitation, the fees and out-of-pocket expenses of Covington & Burling LLP, counsel to the Administrative
Agent) incurred in connection with the Administrative Agent’s review, consideration and evaluation of this Amendment, including
the rights and remedies available to it in connection therewith, and the negotiation, preparation, execution and delivery of this
Amendment.


5.               
Representations and Warranties. The Borrower and the Guarantors represent and
warrant to each Lender as follows:


(a)             
After giving effect to this Amendment, the representations and warranties of the Borrower
and the Guarantors contained in the Credit Agreement or any other Loan Document shall, (i) with respect to representations and
warranties that contain a materiality qualification, be true and correct in all respects on and as of the date hereof, and (ii)
with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material
respects on and as of the date hereof, and except that the representations and warranties limited by their terms to a specific
date shall be true and correct as of such date.


(b)             
After giving effect to this Amendment, no Default or Event of Default under the Credit Agreement
will occur or be continuing.






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6.               
No Implied Amendment or Waiver. Except as expressly set forth in this Amendment,
this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or
remedies of the Administrative Agent or the Lenders under the Credit Agreement or the other Loan Documents, or alter, modify, amend
or in any way affect any of the terms, obligations or covenants contained in the Credit Agreement or the other Loan Documents,
all of which shall continue in full force and effect. Nothing in this Amendment shall be construed to imply any willingness on
the part of the Administrative Agent or the Lenders to agree to or grant any similar or future amendment, consent or waiver of
any of the terms and conditions of the Credit Agreement or the other Loan Documents.


7.               
Waiver and Release. TO INDUCE THE ADMINISTRATIVE AGENT, ACTING ON BEHALF OF
THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER, THE GUARANTORS AND THEIR AFFILIATES (COLLECTIVELY, THE RELEASING
PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT
WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH THEY:


(a)             
WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER
KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND


(b)             
FOREVER RELEASE, RELIEVE, AND DISCHARGE THE ADMINISTRATIVE AGENT, THE LENDERS, THEIR OFFICERS,
DIRECTORS, SHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, EMPLOYEES, AND REPRESENTATIVES
(COLLECTIVELY, THE "RELEASED PARTIES"), AND EACH OF THEM, FROM ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, CAUSES
OF ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED
OR UNSUSPECTED, CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE RELEASING
PARTIES EVER HAD, NOW HAVE, OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON,
CONNECTED WITH, OR RELATED TO MATTERS, THINGS, ACTS, CONDUCT, AND/OR OMISSIONS AT ANY TIME FROM THE BEGINNING OF THE WORLD THROUGH
AND INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR RELATED
TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.


(c)             
IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY
ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE
WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING
PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS
RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL
BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE
OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO.






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(d)             
THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING
AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER
COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING.


(e)             
THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE
ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.


8.               
Counterparts; Governing Law. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of such when so executed and delivered shall be an
original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart
of a signature page of this Amendment by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Amendment. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


[Remainder
of Page Intentionally Left Blank]








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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year
first above written.





	 	BACTERIN INTERNATIONAL, INC.,
	 	as the Borrower
	 	 	 	 
	 	By:  	/s/ John Gandolfo	 
	 	Name:  	John Gandolfo	 
	 	Title:    	CFO	 
	 	 	 	 
	 	 	 	 
	 	XTANT MEDICAL HOLDINGS, INC.,
	 	(fka: Bacterin International Holdings, Inc.)
	 	as a Guarantor
	 	 	 	 
	 	By:  	 /s/ John Gandolfo	 
	 	Name:  	John Gandolfo	 
	 	Title:    	CFO	 
	 	 	 	 
	 	 	 	 
	 	X-SPINE SYSTEMS, INC.,
	 	as a Guarantor
	 	 	 	 
	 	By:   	/s/ John Gandolfo	 
	 	Name:  	John Gandolfo	 
	 	Title:    	CFO	 
	 	 	 	 
	 	 	 	 
	 	XTANT MEDICAL, INC.,
	 	as a Guarantor
	 	 	 	 
	 	By:  	 /s/ John Gandolfo	 
	 	Name:  	John Gandolfo	 
	 	Title:    	CFO	 




 


Signature Page to Thirteenth Amendment to A&R Credit Agreement


 



    	 	  	 



     

    




 





	 	ROS Acquisition Offshore LP,
	 	as a Lender and as the Administrative Agent
	 	 
	 	By OrbiMed Advisors LLC, solely in its
	 	capacity as Investment Manager
	 	 	 	 
	 	 	 	 
	 	By:   	 /s/ Samuel D. Islay	 
	 	Name:  	Samuel D. Islay	 
	 	Title:    	Managing Member	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	ORBIMED ROYALTY OPPORTUNITIES II, LP,
	 	as a Lender 
	 	 	 	 
	 	By OrbiMed ROF II LLC,
	 	its General Partner
	 	By OrbiMed Advisors LLC,
	 	its Managing Member
	 	 	 	 
	 	 	 	 
	 	By:  	  /s/ Samuel D. Islay	 
	 	Name: 	 Samuel D. Islay	 
	 	Title:   	 Managing Member	 







 


Signature Page to
Thirteenth Amendment to A&R Credit Agreement