Exhibit 4.1


 


FORM OF WARRANT CERTIFICATE


 


Number ____________


 


Warrants


 


THE WARRANTS SHALL BE VOID IF NOT EXERCISED
PRIOR TO


 


THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR


 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


XTANT MEDICAL HOLDINGS, INC.


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP: [____________]


 


Warrant Certificate


 


This Warrant
Certificate certifies that _______________, or its registered assigns, is the registered holder of warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase shares of Common Stock, $0.000001 par value per share (“Common Stock”),
of Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully
paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”),
as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless
exercise” as provided for in the Warrant Agreement), subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement
(as defined on the reverse hereof).


 


Each Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise
of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise
Price per share of Common Stock for any Warrant is equal to $0.90 per share. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 




    	 	 	 



     


    

  


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of
laws principles thereof.


 


[Signature Page Follows.]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Certificate to be duly executed as of the date first
above written.


 


	 	XTANT MEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Corporate Stock Transfer, Inc.,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Warrant Certificate]


 




    	 	 	 



     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of ___________, 2016 (the “Warrant
Agreement”), duly executed and delivered by the Company to Corporate Stock Transfer, Inc., as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant
Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in Section 3.2 of the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof
would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to
the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any
rights of a stockholder of the Company.


 




    	 	 	 



     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith
tenders payment for such shares to the order of Xtant Medical Holdings, Inc. (the “Company”) in the amount
of $0.90 in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of ______________, whose address is _____________________________, and that such shares be delivered to ______________, whose
address is _____________________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of ______________, whose address is _____________________________, and that such Warrant Certificate be delivered to ______________,
whose address is _____________________________.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 3.3.2 of the Warrant Agreement, the
number of shares that the Warrants are exercisable for shall be determined in accordance with Section 3.3.2 of the
Warrant Agreement.


 


a “Cash Exercise”
with respect to ______________ Warrant Shares; and/or


 


a “Cashless Exercise”
with respect to _____________ Warrant Shares, resulting in a delivery obligation by the Company to the Holder of shares of Common
Stock representing the applicable Net Number, subject to adjustment.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares
that the Warrants are exercisable for shall be determined in accordance with the relevant section of the Warrant Agreement which
allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares be registered in the name of ______________, whose address is _____________________________,
and that such Warrant Certificate be delivered to ______________, whose address is _____________________________.


 


	Date: __________, 20__	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)