Exhibit 4.3


 


XTANT MEDICAL HOLDINGS, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


Number of Shares:________

(subject to adjustment)


 


	Warrant No. ____________	Original Issue Date: __________, 2016


 


Xtant Medical Holdings, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, _______________ or its permitted registered assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company up to a total of _______ shares of common stock, $0.000001 par
value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 per share (as adjusted
from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this
warrant to purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof,
the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”)
and through and including 5:00 PM Eastern Time on the date that is five years following the Original Issue Date (the “Expiration
Date”), and subject to the following terms and conditions:


 


1.            Definitions.
For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.


 


(b)          “Commission”
means the United States Securities and Exchange Commission and any successor entity thereto.


 


(c)          “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market
for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security immediately prior to 4:00 P.M.,
New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such
security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets,
or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices,
of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder
are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good
faith judgment to determine the fair market value of such security on such date. The Board of Directors’ determination shall
be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during the applicable calculation period.


 




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(d)          “Person”
means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust
or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


(e)          “Principal
Trading Market” means the trading market on which the Common Stock is primarily listed on and quoted for trading, and
which, as of the Original Issue Date shall be the NYSE MKT LLC.


 


(f)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(g)          “Trading
Day” means a day on which the Principal Trading Market is open for trading.


 


2.            Registration
of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered
assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.            Registration
of Transfers. Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or
any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment of all applicable transfer taxes.
Upon any such registration of transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such
new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee,
and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of
the rights and obligations in respect of the New Warrant that the Holder had in respect of this Warrant. The Company shall prepare,
issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for
registration of transfer, the Company may treat the registered Holder hereof as the owner and holder of this Warrant for all purposes,
and the Company shall not be affected by any notice to the contrary.


 


4.            Exercise
and Duration of Warrants.


 


(a)          All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and
from time to time on or after the Original Issue Date and through and including 5:00 PM Eastern Time on the Expiration Date; provided,
however, that, if upon the Expiration Date, the Holder’s exercise in full of this Warrant would cause the Holder’s
beneficial ownership of the Common Stock to exceed the Maximum Percentage, the term of this Warrant shall be automatically extended
until, and this Warrant shall be automatically exercised on, the date that is the 90th day following the date on which this Warrant
may be exercised in full without the Holder exceeding the Maximum Percentage. Subject to the foregoing sentence, at 5:00 PM Eastern
Time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be void and of no value and this Warrant
shall terminate and no longer be outstanding.


 


(b)          The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule
1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “net share exercise”
if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items
is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”
If held in certificated form, the Holder shall be required to deliver the original Warrant in order to effect an exercise hereunder.
Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of
a New Warrant to the Holder evidencing its right to purchase the remaining number of Warrant Shares. For the avoidance of doubt,
the Company may not substitute, and the Holder may not request, a cash payment in satisfaction of the Company’s obligation
to issue and deliver Warrant Shares pursuant to an Exercise Notice.


 




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5.            Delivery
of Warrant Shares.


 


(a)          Upon
exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise
Date), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit Withdrawal Agent Commission system, or if the Company’s transfer agent is not participating in the Fast
Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend
regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice,
a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any Person permissibly so designated
by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise
Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the
certificates evidencing such Warrant Shares, as the case may be.


 


(b)          To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.            Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 




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8.            Reservation
of Warrant Shares. The Company covenants that it will at all times while this Warrant is outstanding reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it
to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of
persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized and issued, and fully paid and nonassessable. The Company will take all such
action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed.


 


9.            Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares
of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock
any additional shares of Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, provided, however, that if such record date shall have been fixed
and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close
of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of
actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.


 


(b)         Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock
covered by the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any
other asset (in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after
the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to
receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that
such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder
of such Warrant Shares immediately prior to such record date without regard to any limitation on exercise contained therein.


 




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(c)          Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of
the Company with or into another Person, in which the Company is not the surviving entity or the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity
immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially
all of its assets in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether
by the Company or another Person), holders of capital stock who tender shares representing more than 50% of the voting power of
the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the
Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of
the voting power of the capital stock of the Company or (v) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)
(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall
have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any
limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental
Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person
unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person
(including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder, such Alternate Consideration
as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant.


 


(d)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares
shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest whole share, as the case may
be. For purposes of this Section 9, any calculation of the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall not include treasury shares, if any. Notwithstanding anything to the contrary in this Section 9,
no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least
1% in such price; provided, however, that any adjustments which by reason of the immediately preceding sentence are
not required to be made shall be carried forward and taken into account in any subsequent adjustment.


 


(f)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder.


 




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(g)          Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters
into any material definitive agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes
the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents
thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such
transaction at least ten (10) days prior to the applicable record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such
notice. In addition, if while this Warrant is outstanding, if the Company enters into any material definitive agreement contemplating
or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other than a Fundamental
Transaction under clause (iii) of Section 9(c), the Company shall deliver to the Holder a notice of such Fundamental
Transaction at least fifteen (15) days prior to the date such Fundamental Transaction is consummated. To the extent that any notice
provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries,
the Holder shall keep such information confidential until the Company shall file such notice with the Commission pursuant to a
Current Report on Form 8-K.


 


10.         Payment
of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, satisfy
its obligation to pay the Exercise Price through a “net share exercise”, in which event the Company shall issue to
the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


	“X”	 	equals the number of Warrant Shares to be issued to the Holder;
	“Y”	 	equals the total number of Warrant Shares with respect to which this Warrant is then being exercised;
	“A”	 	equals the average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the Exercise Date; and
	“B”	 	equals the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For purposes of Rule 144
promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless
exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues
to take the position that such treatment is proper at the time of such exercise).


 




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11.         Limitations
on Exercise. The Company shall not affect the exercise of any portion of this Warrant, and the Holder shall not have the right
to exercise any portion of this Warrant, to the extent that after giving effect to such exercise, the Holder (together with the
Holder’s Affiliates, and any persons acting as a group together with the Holder or any Holder’s Affiliates) would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates, shall
include the number of Warrant Shares with respect to which the determination of such sentence is being made, but shall exclude
Warrant Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates,
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company shall not be responsible for calculating beneficial ownership in accordance
with the provisions of this Section 11. To the extent that the limitation contained in this Section 11
applies, the Holder’s submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to any other securities owned by the Holder together with any Affiliates, and any persons
acting as a group together with the Holder and the Holder’s Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to the Maximum Percentage, and the Company shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report
on Form 8-K or other public filing with the Commission, as the case may be, (2) a more recent written public announcement
by the Company, or (3) any other notice by the Company or its transfer agent setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) Trading
Days confirm to the Registered Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s
Affiliates, since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the Holder may from time to time increase or decrease the Maximum Percentage to 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant and the
provisions of this Section 11 shall continue to apply; provided that (y) any such increase will not be
effective until the [sixty-first (61st)] day after such notice is delivered to the Company, and (z) any such increase or decrease
will apply only to the Holder. For purposes of clarity, the Common Stock underlying this Warrant in excess of the Maximum Percentage
for the Holder shall not be deemed to be beneficially owned by that Holder for any purpose including for purposes of Section 13(d) or
Rule 16a-1(a)(1) of the Exchange Act. The provisions set forth herein shall be construed and implemented in a manner
otherwise than in strict conformity with the other terms of this Section 11 to the extent necessary to correct any
such provision which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to such limitation.


 


12.         No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the
next whole number.


 




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13.         Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified in the books and records of
the Company prior to 5:00 PM Eastern Time on a Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or confirmed e-mail at the facsimile number or e-mail address specified in the
books and records of the Company on a day that is not a Trading Day or later than 5:00 PM Eastern Time on any Trading Day, (iii) the
Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business
day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.


 


14.         Warrant
Agent. Upon thirty (30) days’ notice to the Holder, the Company may appoint a warrant agent to serve as warrant
agent under this Warrant. Any such warrant agent shall promptly cause notice of its appointment as warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


15.         Miscellaneous.


 


(a)          No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


(b)          Authorized
Shares. 


 


(i)          Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under
this Warrant.


 


(ii)         Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 




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(c)          Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance with applicable securities laws,
this Warrant may be assigned by the Holder. This Warrant shall be binding on and inure to the benefit of the Company and the Holder
and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give
to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.


 


(d)          Amendment
and Waiver. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


(e)          Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


(f)          Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL
RIGHTS TO A TRIAL BY JURY.


 


(g)         Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(h)         Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and
the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[Signature Page Follows.]


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	XTANT MEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Warrant]


 




    	 	 	 



     


    

 


Schedule 1


 


NOTICE OF EXERCISE


 


		TO:	XTANT MEDICAL HOLDINGS, INC.



 


The undersigned Holder
hereby exercises the right to purchase _____________ shares of Common Stock (“Warrant Shares”) of Xtant Medical
Holdings, Inc., a Delaware corporation (the “Company”), evidenced by Warrant No. ________ (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.            Form of
Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


a “cash exercise”
with respect to __________ Warrant Shares; and/or


 


a “net share exercise”
pursuant to Section 10 of the Warrant with respect to _______________ Warrant Shares.


 


Warrant Shares shall be issued
in the name of the undersigned Holder or in such other name as is specified below:


 


2.           Payment
of Exercise Price: Cash Exercise. In the event that the Holder has elected a “cash exercise” with respect to some
or all of the Warrant Shares, the Holder shall pay the Exercise Price in the sum of $____________ to the Company in accordance
with the terms of the Warrant.


 


3.           Payment
of Exercise Price: Net Share Exercise. I n the event that the Holder has elected a net share exercise with respect to some
or all of the Warrant Shares, the Holder represents and warrants that the average of the Closing Sale Prices of the shares of Common
Stock (as reported by Bloomberg Financial Markets) for the five (5) consecutive Trading Days ending on the date immediately
preceding the Exercise Date is $__________. The calculation of the number of Warrant Shares to be issued in accordance with Section 10
of the Warrant is as follows:


 


4.           Delivery
of Warrant Shares. The Company shall cause the Warrant Agent to deliver to Holder, or its designee or agent as specified above,
______________ shares of Common Stock in respect of the exercise contemplated hereby. The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate to:


 


	Date:	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 
	Name:	 
	Title: