EXHIBIT 10.2


 


Execution Version







 


 


 


 





 



 


 


XTANT MEDICAL HOLDINGS, INC.


 


(formerly known as Bacterin International
Holdings, Inc.)


 


 


 


6.00% CONVERTIBLE SENIOR NOTES DUE 2021


  


 









 


AMENDMENT NUMBER 3 TO INDENTURE


 


Dated as of October 31, 2017


 





 






 


WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee


 


 


 



 


 



     


     


    




 


THIS AMENDMENT NUMBER
3 TO INDENTURE (this “Amendment”), dated as of October 31, 2017, is between Xtant Medical Holdings, Inc., a
Delaware corporation formerly known as Bacterin International Holdings, Inc. (the “Company”), and Wilmington
Trust, National Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company
and the Trustee entered into an Indenture, dated as of July 31, 2015, and as amended by Amendment Number 1 to Indenture, dated
as of August 16, 2017 and Amendment Number 2 to Indenture, dated as of October 2, 2017 (the “Indenture”), pursuant
to which $68,000,000 in principal amount of 6.00% Senior Notes due 2021 (the “Notes”), have been issued;


 


WHEREAS, Section 9.02
of the Indenture provides that the Company, upon the written consent of each affected Holder and when authorized by a Board Resolution,
may amend Section 2.04(a)(ii) of the Indenture;


 


WHEREAS, all acts and
things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws of the Company and of the Trustee
necessary to make this Amendment a valid instrument legally binding on the Company and the Trustee, in accordance with its terms,
have been duly done and performed;


 


WHEREAS, there is currently
outstanding under the Indenture $68,000,000 aggregate principal amount of the Notes, and the Holders of 100% of the Notes have
previously provided written consent to this Amendment;


 


WHEREAS, the Company
has provided to the Trustee the Officer’s Certificate and Opinion of Counsel required by Section 9.09 of the Indenture with
respect to the execution of this Amendment;  


 


WHEREAS, the Company
desires to execute this Amendment embodying the modifications of the Indenture approved as aforesaid and has requested that the
Trustee execute this Amendment pursuant to clauses (b) and (f) of Section 9.02 of the Indenture; and


 


WHEREAS, all capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture.


 


NOW, THEREFORE, to
comply with the provisions of the Indenture and in consideration of the above premises, the Company and the Trustee covenant and
agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


 


ARTICLE 1.     
 


 


Section 1.01       
This Amendment amends the Indenture and does and shall be deemed to form a part of, and shall be construed in connection
with and as part of, the Indenture for any and all purposes.


 






     


     


    

 


Section 1.02       
This Amendment shall become effective immediately upon its execution and delivery by the Company and the Trustee.


 


ARTICLE 2.     
 


 


Section 2.01       
Amendment of Section 2.04(a)(ii). Section 2.04(a)(ii) of the Indenture is hereby amended by deleting the last sentence
from such Section 2.04(a)(ii) (which sentence, for the avoidance of doubt, was previously added by Amendment Number 2 to Indenture)
in its entirety and inserting the following as the last sentence thereof:


 


Notwithstanding anything to
the contrary in this Indenture, (A) interest accrued on the Notes otherwise required to be paid in cash on July 15, 2017 (the second
semi-annual Interest Payment Date in 2017) shall instead be required to be paid in cash on November 30, 2017, plus interest accrued
on such interest from July 15, 2017 to the date of payment thereof at a rate equal to 6.00% per annum plus 100 basis points, (B)
the record date for the payment of such amount shall be June 30, 2017 and (C) no Event of Default shall occur (and be waived for
all purposes under the Indenture) as a result of the non-payment of such interest on July 15, 2017.


 


ARTICLE 3.     
 


 


Section 3.01       
Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without
definition having the same respective meanings ascribed to them as in the Indenture.


 


Section 3.02       
No duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of
this Amendment. This Amendment is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to
the Trustee with respect hereto. The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Amendment or for or in respect of the recitals contained herein.


 


Section 3.03       
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.04       
The parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of such executed
copies together shall represent the same agreement.


 


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


 






     


     


    

 


 


IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the day and year first written above.


 





	 	XTANT MEDICAL HOLDINGS, INC., formerly 

known as Bacterin International Holdings, Inc.
	 	 
	 	 
	 	By: 	/s/ Carl D. O’Connell
	 	Name:	Carl D. O’Connell
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ Lynn M. Steiner
	 	Name:	Lynn M. Steiner
	 	Title:	Vice President







 


 


 


 





[Signature
Page to Amendment Number 3 to Indenture]