Exhibit 10.6


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of __________, 2017 by and between Xtant Medical Holdings Inc., a Delaware corporation (the “Company”), and
_____________, a resident of the State of ________ (“Indemnitee”). This Agreement supplements any and all previous Agreements
between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this and any other agreement
shall be construed in favor of indemnification.


 


RECITALS


 


WHEREAS, highly competent persons have become
more reluctant to serve publicly-held corporations as directors and officers unless they are provided with adequate protection
through insurance or adequate indemnification or both against inordinate risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to
maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance
may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and
other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business
enterprise itself. The By-laws of the Company (the “Bylaws”) require indemnification of the officers and directors of
the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(the “DGCL”). The By-laws and the DGCL expressly provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors,
officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the
increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will
not be so indemnified;


 




     


     


    


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the By-laws, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder;


 


WHEREAS, Indemnitee is willing to serve,
continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified;
and


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.           Survival. This Agreement
shall continue in force after Indemnitee has ceased to serve as an officer or director of the Company, as provided in Section 14
hereof.


 


Section 2.           Definitions. As used
in this Agreement:


 


(a)       References
to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the
Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a
subsidiary of the Company.


 


(b)       A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the
following events:


 


i.       Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly,
of securities of the Company representing thirty-three percent (33%) or more of the combined voting power of the Company’s then
outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely
from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 


ii.       Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii)
or 2(b) (iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of
the Board


 


iii.       Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51%
of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation
and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;


 






     


     


    

 


iv.       Insolvency.
The approval by the stockholders of the Company of a restructuring pursuant to title 11 of the Unites States Code, a complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;
and


 


v.       Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 2(b), the following terms shall
have the following meanings:


 


(A)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(B)       “Person”
shall have the meaning as set forth in Sections 11(d) and 13(d) of the Exchange Act; provided, however, that Person shall exclude
(i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii)
any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


(C)       “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial
Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger
or other transaction of the Company with another entity.


 


(c)       “Corporate
Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other
corporation, limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving
at the request of the Company.


 


(d)       “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(e)       “Enterprise”
shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise
of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member,
employee, agent or fiduciary.


 






     


     


    

 


(f)       “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,
or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting
from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 12(d) only, Expenses incurred by Indemnitee in connection
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties
agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance
with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable
shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(g)       “Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than as Independent Counsel with respect to other indemnitees under similar indemnification agreements), or (ii)
any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and
to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 


(h)       The
term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee
was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is
or was a director or officer of the Company, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee)
or of any action (or failure to act) while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not
serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement
of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or
culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 






     


     


    

 


(i)       Reference
to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise
tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include
any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in manner “not opposed to the best interests of the Company” as referred to
in this Agreement.


 


Section 3. Indemnity of Indemnitee. The
Company agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by law, as such may be amended from
time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a)              
Indemnity in Third-Party Proceedings. The Company shall hold harmless and indemnify Indemnitee in accordance with
the provisions of this Section 3(a) if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding,
other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3(a), Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause
to believe that his or her conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent
permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification
provided by the Certificate of Incorporation, the By-laws, vote of its stockholders or disinterested directors or applicable law.


 


(b)              
Indemnity in Proceedings by or in the Right of the Company. The Company shall hold harmless and indemnify Indemnitee
in accordance with the provisions of this Section 3(b) if Indemnitee is, or is threatened to be made, a party to or a participant
in any Proceeding by or in the right of the Company to procure a judgment in its favor, including but not limited to derivative
claims asserted by creditors or shareholders of the Company or asserted by others. Pursuant to this Section 3(b), Indemnitee shall
be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or
on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall
be made under this Section 3(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Company, unless and only to the extent that the Delaware Court (as hereinafter defined) or any court
in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 






     


     


    

 


(c)              
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant
in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole
or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter
to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


Section 4.           Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate in any
Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


Section 5.           Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


Section 6.           Additional Indemnification.


 


(a)       Notwithstanding
any limitation in Section 3 , the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee
is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b)       For
purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include,
but not be limited to:


 


i.       to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii.       to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 






     


     


    

 


Section 7.           Exclusions. Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in
connection with any claim made against Indemnitee:


 


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)       for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory
law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (as amended, the “Sarbanes-Oxley Act”), or the payment to the Company of
profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);
or


 


(c)       except
as provided in Section 12(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


Section 8.           Advances of Expenses.
Notwithstanding any provision of this Agreement to the contrary (other than Section 12(d)), the Company shall advance, to the extent
not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not
initiated by Indemnitee, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement
or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with
Section 12(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee
shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking
providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined
that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the
execution of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant
to Section 7.


 




     


     


    


 


Section 9.           Procedure for Notification and Defense
of Claim.


 


(a)       Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written
notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding.
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission
by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder
or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of
any rights under this Agreement, unless, and only to the extent that, the Company did not otherwise learn of such action or request,
as the case may be, and such failure results in forfeiture by the Company of substantial defenses, rights or insurance. The Secretary
of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(b)       The
Company will be entitled to participate in the Proceeding at its own expense, provided that Indemnitee provides signed, written
consent to such participation, which shall not be unreasonably withheld.


 


(c)       Except
as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and
electing to assume such defense, assume defense of the Proceeding, with counsel reasonably satisfactory to Indemnitee, provided
that Indemnitee provides signed, written consent to such assumption, which shall not be unreasonably withheld. Upon the Company
delivering to Indemnitee written notice of its election to assume such defense, and Indemnitee providing signed, written consent
thereto, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred
by Indemnitee in connection with the defense thereof, except as provided in subsections 9(c)(i)-(iv) below. Indemnitee shall have
the right to employ separate counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the
Company of its assumption of the defense thereof, and Indemnitee’s signed, written consent thereto, shall be at the expense
of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) it is reasonably determined
at any time before or during the course of the Proceeding that the use of counsel chosen by the Company to represent Indemnitee
would present or presents, as the case may be, such counsel with an actual or potential conflict, (iii) it is reasonably determined
at any time before or during the course of the Proceeding that the use of counsel chosen by the Company to represent Indemnitee
would be or is, as the case may be, precluded under the applicable standards of professional conduct then prevailing, or (iv) the
Company shall not in fact have employed counsel to assume the defense of such Proceeding, or fails to continue to retain such counsel
to assume the defense of such Proceeding, in each of which cases the fees and expenses of Indemnitee’s separate counsel shall
be at the expense of the Company.


 






     


     


    

 


(d)       The
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim
effected without its prior written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle
any action except that it shall not settle any action or claim in any manner that would impose any expenses, losses, liabilities,
judgments, fines, or penalties (whether civil or criminal,) on Indemnitee, including without limitation a prohibition against Indemnitee
serving as an officer or a director of a listed company, without Indemnitee’s prior written consent.


 


Section 10.           Procedure Upon Application for Indemnification.


 


(a)       Upon
written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the
Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed
by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee
in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description
of any reason or basis for which indemnification has been denied.


 


(b)       In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof,
the Independent Counsel shall be selected as provided in this Section 10(b). If a Change in Control shall not have occurred, the
Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the
identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence
shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of
selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall
set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected
shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may
not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection
is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification
pursuant to Section 9(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and
not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have
been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 






     


     


    

 


Section 11.           Presumptions and Effect
of Certain Proceedings.


 


(a)       In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall,
to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard
of conduct.


 


(b)       Subject
to Section 12(e), if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether
Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company
of the request therefor, or if the determination is to be made by Independent Counsel pursuant to Section 10(a) of this Agreement,
within sixty (60) days after (i) the Independent Counsel shall have been selected and not objected to or (ii) all objections to
the appointment of a selected Independent Counsel have been resolved by the Delaware Court or agreement between the Company and
Indemnitee, or (iii) the Independent Counsel has been appointed by the Delaware Court or a person designated to do so by the Delaware
Court, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with
the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this
Section 11(b) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant
to Section 10(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination
the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to
be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders
is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such determination is made thereat.


 


(c)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 






     


     


    

 


(d)       For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise
or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser
or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to
be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard
of conduct set forth in this Agreement.


 


(e)       The
knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


           Section 12.           Remedies of Indemnitee.


 


(a)       Subject
to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement
within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not
made pursuant to Section 3, or Section 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt
by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 or 6 of this Agreement is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event
that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided
or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of
his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award
in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association and in such event the Company and Indemnitee agree to fully and finally resolve by such arbitration the matter subject
to the demand for arbitration, and the award of the arbitrator shall be final and binding on both parties and may be enforced in
any court having jurisdiction over the parties hereto. Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 12(a); provided, however, that the immediately preceding clause in this sentence shall not apply in respect
of a proceeding brought by Indemnitee to enforce his rights under Section 3(c) of this Agreement. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 






     


     


    

 


(b)       In
the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be


 


(c)       If
a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)       The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees
or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation,
arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all
Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor)
advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee
is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification
shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 






     


     


    

 


Section 13.           Non-exclusivity; Survival
of Rights; Insurance; Subrogation.


 


(a)           The rights of indemnification and
to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall
limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the By-laws
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 


(b)       To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at
the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies. Nothing in this Section 13 shall be construed to permit the Company to delay advancement
of Expenses or payment of amounts in indemnification, to which Indemnitee is otherwise entitled under this Agreement, because such
insurance coverage is in place and a claim has been made and is pending under such policies of insurance.


 


(c)       In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 






     


     


    

 


(d)       The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


(e)       The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership,
joint venture, trust or other enterprise.


 


Section 14.           Duration of Agreement.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director, officer,
employee or agent of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding or any possible
action to interpret, enforce or defend Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise. The indemnification
and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by
the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit
of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


Section 15.           Injunctive Relief.
The Company, and the Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause the Indemnitee and the Company irreparable harm.
Accordingly, the parties hereto agree that the parties may enforce this Agreement by seeking injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, they shall not be precluded from seeking or obtaining any other relief to which they may be entitled. The
Company and the Indemnitee further agree that they shall be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other
undertaking in connection herewith. The Company and the Indemnitee acknowledge that in the absence of a waiver, a bond or undertaking
may be required by the Chancery Court of the State of Delaware, and they hereby waive any such requirement of such a bond or undertaking.


 


Section 16.           Severability. If any
provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion
of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested thereby.


 






     


     


    

 


Section 17.           Enforcement.


 


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director or officer of the Company.


 


(b)       This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the By-laws
and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 18.           Modification and Waiver.
No supplement, modification or amendment of this Agreement shall be binding unless expressed in writing stating the express intent
to amend, modify or supplement this Agreement and executed by the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing
waiver.


 


Section 19.           Notice by Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise, unless, and only to the extent that, the Company did not
otherwise learn of such action or request, as the case may be, and such failure results in forfeiture by the Company of substantial
defenses, rights or insurance.


 


Section 20.           Notices. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, on
the date so delivered and receipted for, (b) mailed by certified or registered mail with postage prepaid, on the third business
day after the date on which it is so mailed, (c) dispatched by reputable overnight courier and receipted for by the party to whom
said notice or other communication shall have been directed, on the date receipted for or (d) sent by facsimile transmission, with
receipt of oral confirmation that such transmission has been received, on the date of such transmission:


 


(a)       If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
to the Company.


 






     


     


    

 


(b)       If to the
Company to


 


Xtant Medical Holdings Inc.


Attn: Carl O’Connell, CEO


664 Cruiser Lane


Belgrade, MT 59714


 


or to any other address as may have been furnished to Indemnitee
by the Company.


 


Section 21.           Contribution. To the
fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


Section 22.           Applicable Law and Consent
to Jurisdiction. This Agreement and the legal relations between the parties hereto shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules, except the provisions
of Section 14(a) providing for arbitration of disputes which shall be governed by, and construed and enforced in accordance with,
the Federal Arbitration Act. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement,
the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
irrevocably Corporate Service Company, 251 Little Falls Drive, Wilmington DE 19808 as its agent in the State of Delaware for acceptance
of legal process in connection with any such action or proceeding against such party with the same legal force and validity as
if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The parties hereto, for purposes
only of enforcement of any arbitration award resulting from arbitration under the provisions of Section 12(a), (a) consent to the
personal jurisdiction of the state and federal courts sitting in the State of Delaware, provided such court then also would have
subject matter jurisdiction over such enforcement action, (b) appoint, to the extent such party is not otherwise subject to service
of process in the State of Delaware, irrevocably Corporate Service Company, 251 Little Falls Drive, Wilmington DE 19808 as its
agent in the State of Delaware for acceptance of legal process in connection with any such action to enforce such arbitration award
with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection
to the laying of venue of any such action or proceeding in any such federal or Delaware state court, and (v) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in any such federal or Delaware state court has been
brought in an improper or inconvenient forum.


 






     


     


    

 


Section 23.           Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


Section 24.           Miscellaneous. Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed as of the day and year first above written.


 





	Xtant Medical Holdings Inc.	 	Indemnitee:
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Address:	 	 	Address: