Exhibit
10.10


 


BACTERIN
INTERNATIONAL HOLDINGS, INC. 


 


NON-PLAN
INDUCEMENT STOCK OPTION GRANT


 


This Agreement between Bacterin International Holdings, Inc.
(the “Company”) and Robert Di Silvio (the “Option Holder”) is effective as of the Grant Date.


 


1.          Grant
of Option. The Company hereby grants the Option Holder
a Non Qualified Stock Option to purchase 550,000 shares of common stock, $0.000001 par value per share, of the Company under the
terms of this Agreement (the “Option”) as an inducement grant made pursuant to Section 711(a) of the NYSE MKT Company
Guide. This Option satisfies the requirements of Section 2.C of the Employment Agreement between the Company and the Option Holder
dated July 1, 2014. For avoidance of doubt, this Option is not issued under the Company’s Amended and Restated Equity Incentive
Plan (the “Plan”) and does not reduce the shares available under the Plan. The Option is not intended to qualify as
an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.


 


2.          Date
of Grant.
The date of the grant of the Option is July 1, 2014 (the “Grant Date”).


 


3.          Number
and Price of Shares. The number of shares of the Company’s
common stock as to which the Option is granted is five hundred fifty thousand (550,000) shares (the “Shares”). The
purchase price per Share is $0.68, which was the closing price of the Company’s common stock listed on the NYSE MKT on the
trading day immediately preceding the Grant Date.


 


4.          Vesting.
The Option granted hereby shall become vested in and exercisable
by Option Holder as set forth in the following schedule:















    	Stock Option Agreement: Robert Di Silvio	DATE: July 1, 2014     1



    	 



    

 








	 	 	 	Number of Shares	 
	Date	 	 	Which Become Exercisable	 
	 	 	 	 	 	 	 
	 	July 1,2015	 	 	 	110,000	 
	 	August 1, 2015	 	 	 	9,170	 
	 	September 1, 2015	 	 	 	9,170	 
	 	October 1, 2015	 	 	 	9,170	 
	 	November 1, 2015	 	 	 	9,170	 
	 	December 1, 2015	 	 	 	9,170	 
	 	January 1, 2016	 	 	 	9,170	 
	 	February 1, 2016	 	 	 	9,170	 
	 	March 1,2016	 	 	 	9,170	 
	 	April 1,2016	 	 	 	9,170	 
	 	May 1, 2016	 	 	 	9,170	 
	 	June 1, 2016	 	 	 	9,170	 
	 	July 1,2016	 	 	 	9,170	 
	 	August 1, 2016	 	 	 	9,170	 
	 	September 1, 2016	 	 	 	9,170	 
	 	October 1, 2016	 	 	 	9,170	 
	 	November 1, 2016	 	 	 	9,170	 
	 	December 1, 2016	 	 	 	9,170	 
	 	January 1, 2017	 	 	 	9,170	 
	 	February 1,2017	 	 	 	9,170	 
	 	March 1, 2017	 	 	 	9,170	 
	 	April 1,2017	 	 	 	9,170	 
	 	May 1, 2017	 	 	 	9,170	 
	 	June 1, 2017	 	 	 	9,170	 
	 	July 1,2017	 	 	 	9,170	 
	 	August 1, 2017	 	 	 	9,170	 
	 	September 1, 2017	 	 	 	9,170	 
	 	October 1, 2017	 	 	 	9,170	 
	 	November 1, 2017	 	 	 	9,170	 
	 	December 1, 2017	 	 	 	9,170	 
	 	January 1, 2018	 	 	 	9,170	 
	 	February 1, 2018	 	 	 	9,170	 
	 	March 1, 2018	 	 	 	9,170	 
	 	April 1,2018	 	 	 	9,170	 
	 	May 1,2018	 	 	 	9,170	 
	 	June 1, 2018	 	 	 	9,170	 
	 	July 1,2018	 	 	 	9,170	 
	 	August 1, 2018	 	 	 	9,170	 
	 	September 1, 2018	 	 	 	9,170	 
	 	October 1, 2018	 	 	 	9,170	 
	 	November 1, 2018	 	 	 	9,170	 
	 	December 1, 2018	 	 	 	9,170	 
	 	January 1, 2019	 	 	 	9,170	 
	 	February 1,2019	 	 	 	9,170	 
	 	March 1,2019	 	 	 	9,170	 
	 	April I, 2019	 	 	 	9,170	 
	 	May 1, 2019	 	 	 	9,170	 
	 	June 1, 2019	 	 	 	9,170	 
	 	July 1,2019	 	 	 	9,010	 









 





In
order to be eligible to exercise the Option in accordance with the vesting schedule, the Option Holder must have been continuously
employed by the Company from the Grant Date of the Option until the date specified in the vesting schedule.


 


Acceleration
of Exercisability. Upon a Change in Control
(defined below) of the Company, then (i) the entire Option shall immediately be 100% vested without regard to the schedule contained
in this Option Agreement and (ii) the entire Option shall become immediately exercisable in full during its remaining term. The
Option Holder may exercise the Option at any time immediately after or concurrently with a Change in Control regardless of whether
all conditions of exercise have been satisfied.



 


5.            Manner
of Exercise. The vested
portion of the Option may be exercised by delivery to the Company of (i) a written notice of exercise, specifying the number of
Shares with respect to which such Option is exercised, and (ii) payment in full of the exercise price and any liability the Company
may have for withholding of federal, state or local income or other taxes incurred by reason of the exercise of the Option.






 




    	Stock Option Agreement: Robert Di Silvio	DATE: July 1, 2014     2



    	 



    

   


6.           Legends.
Certificates representing shares of common stock of the Company
acquired upon exercise of this Option may contain a legend restricting transfer of the stock until there has been compliance with
applicable federal and state securities laws.


 


7.           Term.
Unless terminated earlier pursuant to Section 8 below, the
Option will expire ten (10) years from the Grant Date on July 1,2024.


 


8.           Effect
of Termination of Employment. The Option
shall not betransferable by the Option Holder except by will or pursuant to
the laws of descent and distribution. The Option is exercisable during the Option Holder’s lifetime only by the Option
Holder, or in the event of disability or incapacity, by his guardian or legal representative. In the event of termination of
the Option Holder’s employment other than for Cause (including, without limitation, by reason of the Option
Holder’s death or disability, which results in the Option Holder’s inability to perform substantially all of the
duties of his position for more than 120 consecutive days) or resignation of the Option Holder for Good Reason (as those
terms are defined below) the Option will expire ninety (90) days after the effective date of cessation of the Option
Holder’s employment. In the event of termination of the Option Holder’s employment for Cause or the Option
Holder’s resignation for other than Good Reason, the Option will expire at the effective date and time of cessation of
the Option Holder’s employment.


 


9.           Definitions.


 


“Cause.”
For all purposes under this Agreement, “Cause” is defined as (i) gross negligence or willful misconduct in the
performance of the Option Holder’s duties and responsibilities to the Company; (ii) commission of any act of fraud, theft,
embezzlement, financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury
to the Company; (iii) conviction of, or pleading guilty or nolo contendere to, any felony or a lesser crime involving dishonesty
or moral turpitude; or (iv) material breach by the Option Holder of any obligations under any written agreement or covenant with
the Company.


 


“Good
Reason.” For all purposes under this Agreement, “Good Reason” is defined as the Option
Holder’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below)
following the occurrence of one or more of the following, without the Option Holder’s express written consent: (i) a
material reduction of the Option Holder’s duties, authority or responsibilities, relative to the Option Holder’s
duties, authority or responsibilities in effect immediately prior to such reduction; (ii) a material reduction in the Option
Holder’s base compensation; or (iii) a material breach by the Company under any written agreement or covenant with the
Option Holder; provided, however that the Option Holder does not resign for Good Reason without first providing the Company
with written notice within thirty (30) days of the event that the Option Holder believes constitutes “Good
Reason” specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure
period of not less than thirty (30) days following the date of such notice during which such condition shall not have been
cured.



 







    	Stock Option Agreement: Robert Di Silvio	DATE: July 1, 2014     3



    	 



    

 





“Change
of Control.” For all purposes under this Agreement, “Change of Control” of the Company is defined as:


 


(a)          a
sale, transfer or disposition of all or substantially all of the Company’s assets other than to (A) a corporation or other
entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation
or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions
as their ownership of Company common stock, or (C) an Excluded Entity (as defined below); or


 


(b)          any
merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person,
other than a transaction with or into an Excluded Entity, being another corporation, entity or person in which the holders of at
least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue
to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting
capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of
the Company (or the surviving entity) outstanding immediately after such transaction; or


 


(c)          any
acquisition of at least a majority of the shares of voting capital stock of the Company by any corporation, entity or person or
group of corporations, entities or persons acting in concert, other than an Excluded Entity,


 


For
the avoidance of doubt, a liquidation, dissolution or winding up of the Company or change in the state of the Company’s incorporation
shall not constitute a Change of Control event for purposes of this Agreement.


 


10,          Adjustments
for Stock Splits and Dividends. If the Company shall at
any time increase or decrease the number of its outstanding shares of common stock or change in any way the rights and privileges
of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in stock, or through
a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the stock, then in relation
to the stock that is affected by one or more of the above events, the numbers, rights and privileges of the shares underlying this
Option shall be increased, decreased or changed in like manner (in accordance with the rules governing modifications, extensions,
substitutions and assumptions of stock rights described in Treas. Reg. § 1.409A-l(b)(5)(v)(D)) as if they had been issued
and outstanding, fully paid and nonassessable at the time of such occurrence; provided, however, that no adjustment shall require
the Company to issue a fractional share under any circumstance, and the total adjustment shall be limited by deleting any fractional
share.



 









    	Stock Option Agreement: Robert Di Silvio	DATE: July 1, 2014     4



    	 



    

 


IN
WITNESS WHEREOF, this Agreement is effective as of the Grant Date.


 


	 	BACTERIN INTERNATIONAL HOLDINGS, INC.


 


	 	By	/s/
Daniel Goldberger
	 	Name: 	Daniel Goldberger
	 	Title:	CEO
	 	 	 
	 	OPTION
    HOLDER
	 	 
	 	/s/ Robert Di Silvio
	 	Robert Di Silvio






 







    	Stock Option Agreement: Robert Di Silvio	DATE: July 1, 2014     5