THE SECURITIES REPRESENTED BY THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933.


 


	Warrant No. 19	Number of Shares: 1,463,415
	Date of Issuance: February 24, 2016	 


 


BONE BIOLOGICS, CORP.


 


Common Stock Purchase
Warrant


 


Bone Biologics Corporation,
a Delaware corporation (the “Company”), for value received, hereby certifies that Hankey Capital, LLC, or its
registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase
from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 6 below), up to
1,463,415 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of $0.001 par value per share common
stock of the Company (the “Common Stock”), at an exercise price of $2.05 per share. The shares issuable upon
exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant,
are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.


 


1. Exercise.


 


(a) Manner
of Exercise. This Warrant may be exercised by the Registered Holder, at any time and from time to time on or before the
Expiration Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed
by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company,
or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price
payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”).
The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing
indebtedness of the Company to the Registered Holder.


 


(b) Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of
business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such
time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as
provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented
by such certificates.


 






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(c) Delivery
to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event
within three business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may
direct:


 


	 	i.	a certificate or certificates for the number of shares of Warrant Stock to which such Registered
    Holder shall be entitled, and
	 	 	 
	 	ii.	in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of
    like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant
    Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this
    Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a)
    above (without giving effect to any adjustment thereof).


 


2. Adjustments.


 


(a) Stock
Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number
of shares or a dividend in Common Stock shall be paid in respect of the Common Stock, the Exercise Price in effect immediately
prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision
or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of the Common Stock shall
be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously
with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise
Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined
by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately
after such adjustment.


 


(b) Reclassification,
Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation
the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization
on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after
the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu
of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other
securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the terms
of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this
Warrant after such consummation.


 


(c) Adjustment
Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section
2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring
such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property
into which this Warrant shall be exercisable after such adjustment.


 






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3. Transfers.


 


(a) Unregistered
Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute,
offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or
qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or
(ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate
or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing
effect.


 


(b) Transferability.
Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of
the Company.


 


(c) Warrant
Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.
Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant
as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank,
the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register
by written notice to the Company requesting such change.


 


4. No Impairment.
The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets
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 action as may be necessary
or appropriate in order to protect the rights of the holder of this Warrant against impairment.


 


5. Representations
and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to the Company as follows:


 


(a) Purchase
Entirely for Own Account. The Registered Holder acknowledges that this Warrant is given to the Registered Holder in reliance
upon the Registered Holder’s representation to the Company, which by its acceptance of this Warrant the Registered Holder
hereby confirms, that the Warrant, and the Warrant Stock (collectively, the “Securities”) being acquired by
the Registered Holder are being acquired for investment for the Registered Holder’s own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has no present intention
of selling, granting any participation in, or otherwise distributing the same except under circumstances that will not result
in a violation of the Securities Act or any other federal or state securities laws. By executing this Warrant, the Registered
Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.
The Registered Holder represents that it has full power and authority to execute this Warrant. The Registered Holder has not been
formed for the specific purpose of acquiring any of the Securities.


 






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(b) Disclosure
of Information. The Registered Holder has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Securities with the Company’s management. The Registered Holder
understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects
of the Company’s business which it believes to be material.


 


(c) Restricted
Securities. The Registered Holder understands that the Securities have not been registered under the Securities Act, by
reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations as expressed herein.
The Registered Holder understands that the Securities are “restricted securities” under applicable U.S. federal and
state securities laws and that, pursuant to these laws, the Registered Holder must hold the Securities indefinitely unless they
are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Registered Holder further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner
of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Registered
Holder’s control, and which the Company may not be able to satisfy.


 


(d) Legends.
The Registered Holder understands that the Securities, and any securities issued in respect of or exchanged for the Securities,
may bear one or all of the following legends:


 


(i) “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii) Any legend
required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate
so legended.


 


(e) Accredited
Investor. The Registered Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


6. Termination.
This Warrant (and the right to purchase Warrant Stock upon exercise hereof) shall terminate upon the earliest to occur of the
following (the “Expiration Date”): (a) the date that is five (5) years after the Date of Issuance (b) the sale,
conveyance or disposal of all or substantially all of the Company’s property or business or the Company’s merger with
or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction
or series of related transactions in which more than 50% of the voting power of the Company is disposed of (each a “Significant
Transaction”), provided that this Section 6(b) shall not apply to a merger effected exclusively for the purpose
of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation, or (c) the
closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. In the
event of a Significant Transaction, the Registered Holder shall thereafter be entitled to purchase the kind and amount of shares
of stock and other securities and property (including cash) which the Registered Holder would have been entitled to receive had
this Warrant been exercised immediately prior to the effective date of such Significant Transaction.


 






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7. Limitations on
Conversions. Notwithstanding anything to the contrary contained herein, at any time that any of Company’s equity
securities are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
the number of Common Stock shares that may be acquired by the Registered Holder upon any exercise of this Warrant, or otherwise
in respect hereof, shall be limited to the extent necessary to insure that, following such exercise, or other acquisition, the
total number of Common Stock shares then beneficially owned by Payee and its Affiliates (as defined in Section 13(d) of the Exchange
Act) and any other persons whose beneficial ownership of the common stock shares would be aggregated with Payee’s for purposes
of Section 13(d) of the Exchange Act, does not exceed 4.999% (the “5% Maximum Percentage”) of the total number of
issued and outstanding Common Stock shares (including for such purpose the Common Stock shares issuable upon such exercise or
other acquisition). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. Company shall, instead of issuing or transferring Common Stock shares
in excess of the limitation referred to herein, suspend its obligation to issue Common Stock shares in excess of the foregoing
limitation until such time, if any, as such Common Stock shares may be issued in compliance with such limitation; provided, that,
by written notice to Company, Payee may waive the provisions of this section or increase or decrease the 5% Maximum Percentage
to any other percentage specified in such notice; provided further that any such waiver or increase or decrease will not be effective
until the 61st day after such notice is received by Company.


 


8. Reservation of
Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise
of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable
upon the exercise of this Warrant.


 


9. Exchange of Warrants.
Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office
of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such
Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder
or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of the Common Stock called for on the face or faces of the
Warrant or Warrants so surrendered.


 


10. Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


11. No Rights as
Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any
rights by virtue hereof as a stockholder of the Company.


 






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12. No Fractional
Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s
Board of Directors.


 


13. Amendment or
Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against
which enforcement of the amendment or waiver is sought.


 


14. Headings.
The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision
of this Warrant.


 


15. Governing Law.
This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of law.


 


16. Successors and
Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit
of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.


 


17. Counterparts.
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.


 


18. Severability.
If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision or provisions shall
be excluded from this Warrant, and the balance of this Warrant shall be interpreted as if such provision or provisions were so
excluded and shall be enforceable in accordance with its terms.


 


19. Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any party under this Warrant, upon any breach or default
of any other party under this Warrant, shall impair any such right, power or remedy of such non-breaching or non-defaulting party
nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this
Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


20. Notices.
Unless otherwise provided herein, any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s
address as set forth on the signature page, or as subsequently modified by written notice.


 


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have executed this Common Stock Purchase Warrant as of the date first forth above.


 


	 	BONE BIOLOGICS, CORP.:
	 	 
	 	By:	/s/ Stephen R. LaNeve
	 	Name:	Stephen R. LaNeve
	 	Title:	Chief Executive Officer
	 	Address:	321 Columbus Ave.
	 	 	Boston, MA 02116
	 	 	 
	 	HANKEY CAPITAL, LLC
	 	 
	 	By:	/s/ Don R. Hankey
	 	Name:	Don R. Hankey
	 	Title:	Manager
	 	Address:	4751 Wilshire Blvd #110
	 	 	Los Angeles, CA 90010


 




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EXHIBIT A


 


PURCHASE FORM


 


	To:	Bone Biologics Corporation	Dated:


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant No. 19 (the “Warrant”), hereby irrevocably elects purchase
_____ shares of the Common Stock covered by the Warrant and herewith makes payment of $ ________, representing the full purchase
price for such shares at the price per share provided for in the Warrant.


 


The undersigned acknowledges
that it has reviewed the representations and warranties contained in Section 5 of the Warrant and by its signature below hereby
makes such representations and warranties to the Company. Defined terms used but not defined in this Purchase Form shall have
the meanings assigned to them in the Warrant.


 


	 	Signature:	 
	 	Name

    (print):	 
	 	Title (if 

    applic.):	 
	 	Company

    (if applic.):	 


 




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EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, ____________________________________
hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number
of shares of Common Stock covered thereby set forth below, to:


 


	Name of Assignee	Address/Fax Number	No. of Shares


 


 


 


 


 


 


	Dated:	 	 	Signature:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Witness:	 


 




    	B-1