AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
Amended and Restated Employment Agreement (“Agreement”) is entered into by and between Xtant Medical Holdings, Inc.
(together with its subsidiaries, the “Company”), and Greg Jensen, an Individual (“Employee”), and is effective
as of August 8, 2019 (“Effective Date”). The Company and Employee are sometimes referred to as the “Parties”
or “Party” in this Agreement, and the Company may designate a subsidiary to be the employer of the Employee.


 


This
Amended and Restated Agreement amends and replaces in its entirety the Employment Agreement effective as of February 11, 2019
between the Company and Employee. In consideration of the mutual promises, covenants and agreements contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:


 


1.
EMPLOYMENT AND DUTIES.


 


A.
Job Title and Responsibilities. Employee hereby agrees to be employed as Vice President, Finance and Chief Financial Officer.
Employee’s title and responsibilities may change during the course of Employee's employment with Employer, but the terms
of this Agreement shall remain in full force and effect regardless of any change in Employee's title or responsibilities.


 


B.
Full-Time Best Efforts. Employee agrees to devote Employee’s full professional time and attention to the business
of the Company (and its subsidiaries, affiliates, or related entities) and the performance of Employee’s obligations under
this Agreement, and will at all times faithfully, industriously and to the best of Employee’s ability, experience and talent,
perform all of Employee’s obligations hereunder. The Employee shall not, at any time during Employee’s employment
by the Company, directly or indirectly, act as a partner, officer, director, consultant, employee, or provide services in any
other capacity to any other business enterprise that conflicts with the Company’s business or Employee’s duty of loyalty
to the Company.


 


C.
At-Will Employment. Employee acknowledges that his employment remains at-will and that as an at-will employee, Employee’s
services may be terminated with or without cause by the Company or by the Employee at any time upon sixty (60) days’ written
notice to the other Party of any termination of employment.


 


D.
Duty of Loyalty. Employee acknowledges that during Employee’s employment with the Company, Employee has participated
in and will participate in relationships with existing and prospective clients, customers, partners, suppliers, service providers
and vendors of the Company that are essential elements of the Company’s goodwill. The parties acknowledge that Employee
owes the Company a fiduciary duty to conduct all affairs of the Company in accordance with all applicable laws and the highest
standards of good faith, trust, confidence and candor, and to endeavor, to the best of Employee’s ability, to promote the
best interests of the Company.


 


E.
Conflict of Interest. Employee agrees that while employed by the Company, and except with the advance written consent of
a duly authorized officer of the Company, Employee will not enter into, on behalf of the Company, or cause the Company or any
of its affiliates to enter into, directly or indirectly, any transactions with any business organization in which Employee or
any member of Employee’s immediate family may be interested as a shareholder, partner, member, trustee, director, officer,
employee, consultant, lender or guarantor or otherwise; provided, however, that nothing in this Agreement shall restrict transactions
between the Company and any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter
market and over which Employee does not have the ability to control or significantly influence policy decisions.


 




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2.
COMPENSATION. 


 


A.
Base Pay. The Company agrees to pay Employee gross annual compensation of $400,000 (“Base Salary”),
less usual and customary withholdings, which shall be payable in arrears in accordance with the Company’s customary payroll
practices. The Base Salary will be subject to normal periodic review, and such review will consider Employee’s contributions
to the Company and the Company’s overall performance.


 


B.
Bonus and Incentive Compensation. Employee shall be eligible for bonus and incentive-based compensation approved by the
Board (or a committee thereof) from time to time. The target bonus compensation will be 50% of Employee’s Base Salary, which
bonus shall be contingent upon the achievement of performance objectives as established by the Board (or a committee thereof)
and communicated to Employee. Such bonus and incentive compensation shall be less all tax withholdings and other applicable deductions
the Company reasonably determines are required to be made and shall be paid in accordance with the bonus and incentive compensation
plan documents adopted by the Company. Employee must remain continuously employed by the Company through the date bonus compensation
is paid to be eligible to receive such bonus compensation.


 


C.
Benefits. During Employee’s employment, Employee will be eligible to participate in the Company’s benefit programs,
as summarized and as governed by any plan documents concerning such benefits. Employee acknowledges that the Company may amend,
modify or terminate any of its benefit plans or programs at any time and for any reason. Employee will be eligible for 20 days
of paid vacation per year, subject to the Company’s carryover policy for unused vacation in effect from time to time.


 


D.
Clawback. Employee agrees that any compensation or benefits provided by the Company under this Agreement or otherwise will
be subject to recoupment or clawback by the Company under any applicable clawback or recoupment policy of the Company as may be
in effect from time-to-time or as required by applicable law, regulation or stock exchange listing requirement.


 


3.
CONFIDENTIAL INFORMATION.


 


A.
I understand that during my employment relationship with the Company, the Company intends to provide me with information, including
Confidential Information (as defined herein), without which I would not be able to perform my duties to the Company. I agree,
at all times during the term of my employment relationship and thereafter, to hold in strictest confidence, and not to use, except
for the benefit of the Company to the extent necessary to perform my obligations to the Company under the relationship, and not
to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance,
any Confidential Information that I obtain, access or create during the term of the relationship, whether or not during working
hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful
act of mine or of others who were under confidentiality obligations as to the item or items involved. I understand that “Confidential
Information” means information and physical material not generally known or available outside the Company and information
and physical material entrusted to the Company by third parties. “Confidential Information” includes, without limitation,
Assigned Inventions, technical data, trade secrets, marketing ideas or plans, research, product or service ideas or plans, business
strategies, investments, investment opportunities, potential investments, market studies, industry studies, historical financial
data, financial information and results, budgets, identity of Clients, forecasts (financial or otherwise), possible or pending
transactions, customer lists and domain names, price lists, and pricing methodologies.


 




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B.
At all times, both during my employment and after its termination, I will keep and hold all such Confidential Information in strict
confidence and trust. I will not use or disclose any Confidential Information without the prior written consent of the Company,
except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company, or as is required
by valid legal process of which the Company is notified. Upon termination of my employment with the Company, I will promptly deliver
to the Company all documents and materials of any nature pertaining to my work with the Company. I will not take with me any documents
or materials or copies thereof containing any Confidential Information. I shall not remove any documents, writings, computer files
or programs or other media containing Confidential Information from the premises or possession of the Company unless I have obtained
express authorization in writing by the Company to do so; provided, that I may take such material to my residence or on business
trips as may be necessary to perform my duties as an employee of the Company and for the benefit of the Company as long as such
material is returned to the premises and possession of the Company.


 


C.
I agree not to infringe the copyright of the Company, its Customers or third parties (including, without limitation, my previous
employer, customers, etc.) by unauthorized or unlawful copying, modifying or distributing of copyrighted material, including plans,
drawings, reports, financial analyses, market studies, computer software and the like.


 


4.
COVENANT NOT TO COMPETE.


 


A.
Non-competition Covenant. Employee agrees that during the Restricted Period (as defined below), Employee shall not, directly
or indirectly within the Territory (as defined below): (i) personally, by agency, as an employee, independent contractor, consultant,
officer, director, manager, agent, associate, investor, or by any other artifice or device, engage in any Competitive Business
(as defined below), (ii) assist others, including but not limited to employees of the Company, to engage in any Competitive Business,
or (iii) own, purchase, finance, organize or take preparatory steps to own, purchase, finance, or organize a Competitive Business.


 


B.
Definitions.


 


1.
“Competitive Business” means (i) any person, entity or organization which is engaged in or about to become engaged
in research on, consulting regarding, or development, production, marketing or selling of any product, process, technology, device,
invention or service which resembles, competes with or is intended to resemble or compete with a product, process, technology,
device, invention or service under research or development or being promoted marketed, sole or serviced by the Company; or (ii)
any other line of business that was conducted or proposed to be conducted by the Company or any affiliate, successor or related
entity at any time during the term of Employee’s employment with the Company.


 




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2.
“Territory” means the United States of America.


 


3.
“Restricted Period” means the period of Employee’s employment with the Company and for twelve (12) months immediately
following the cessation of his/her employment (regardless of the reason or circumstances of that separation of employment) with
the Company.


 


5.
NON-SOLICITATION AND NON-INTERFERENCE COVENANTS.


 


A.
Non-solicitation of Employees and Others. During the Restricted Period, Employee shall not, directly or indirectly, solicit,
recruit, or induce, or attempt to solicit, recruit or induce any employee, consultant, independent contractor, vendor, supplier,
or agent to (i) terminate or otherwise adversely affect his or her employment or other business relationship (or prospective employment
or business relationship) with the Company, or (ii) work for Employee or any other person or entity, other than the Company or
its affiliates or related entities.


 


B.
Non-solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit, recruit,
or induce any Customer (as defined below) for the purpose of (i) providing any goods or services related to a Competitive Business,
or (ii) interfering with or otherwise adversely affecting the contracts or relationships, or prospective contracts or relationships,
between the Company (including any related or affiliated entities) and such Customers. “Customer” means a person or
entity with which Employee had contact or about whom Employee gained information while an Employee of the Company, and to which
the Company was selling or providing products or services, was in active negotiations for the sale of its products or services,
or was otherwise doing business as of the date of the cessation of Employee’s employment with the Company or for whom the
Company had otherwise done business within the twelve (12) month period immediately preceding the cessation of Employee’s
employment with the Company.


 


6.
ACKNOWLEDGEMENTS. Employee acknowledges and agrees that:


 


A.
The geographic and duration restrictions contained in Sections 4 and 5 of this Agreement are fair, reasonable, and necessary to
protect the Company’s legitimate business interests and trade secrets, given the geographic scope of the Company’s
business operations, the competitive nature of the Company’s business, and the nature of Employee’s position with
the Company;


 


B.
Employee’s employment creates a relationship of confidence and trust between Employee and the Company with respect to the
Confidential Information, and Employee will have access to Confidential Information (including but not limited to trade secrets)
that would be valuable or useful to the Company’s competitors;


 


C.
The Company’s Confidential Information is a valuable asset of the Company, and any violation of the restrictions set forth
in this Agreement would cause substantial injury to the Company;


 


D.
The restrictions contained in this Agreement will not unreasonably impair or infringe upon Employee’s right to work or earn
a living after Employee’s employment with the Company ends, but Employee is prepared for the possibility that his/her standard
of living may be reduced during the Restricted Period and assumes and accepts any risk associated with that possibility; and


 




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E.
This Agreement is a contract for the protection of trade secrets under applicable law and is intended to protect the Confidential
Information (including trade secrets) identified above.


 


7.
“BLUE PENCIL” AND SEVERABILITY PROVISION. If a court of competent jurisdiction declares any provision of this
Agreement invalid, void, voidable, or unenforceable, the court shall reform such provision(s) to render the provision(s) enforceable,
but only to the extent absolutely necessary to render the provision(s) enforceable and only in view of the Parties’ express
desire that the Company be protected to the greatest possible extent under applicable law from improper competition and the misuse
or disclosure of trade secrets and Confidential Information. To the extent such a provision (or portion thereof) may not be reformed
so as to make it enforceable, it may be severed and the remaining provisions shall remain fully enforceable.


 


8.
INVENTIONS. 


 


A.
Inventions Retained and Licensed. Attached as Exhibit A is a list describing all inventions and information created, discovered
or developed by Employee, whether or not patentable or registrable under patent, copyright or similar statutes, made or conceived
or reduced to practice or learned by Employee, either alone or with others before Employee’s employment with the Company
(“Prior Inventions”), which belong in whole or in part to Employee, and which are not being assigned by Employee to
the Company. Employee represents that Exhibit A is complete and contains no confidential or confidential information belonging
to a person or entity other than Employee. Employee acknowledges and agrees that Employee has no rights in any Inventions (as
that term is defined below) other than the Prior Inventions listed on Exhibit A. If there is nothing identified on Exhibit A,
Employee represents that there are no Prior Inventions as of the time of signing this Agreement. Employee shall not incorporate,
or permit to be incorporated, any Prior Invention owned by Employee or in which he/she has an interest in a Company product, process
or machine without the Company’s prior written consent. Notwithstanding the foregoing, if, in the course of Employee’s
employment with the Company, Employee directly or indirectly incorporates into a Company product, process or machine a Prior Invention
owned by Employee or in which Employee has an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free,
irrevocable, perpetual, world-wide license to make, have made, modify, use, create derivative works from and sell such Prior Invention
as part of or in connection with such product, process or machine.


 


B.
Assignment of Inventions. Employee shall promptly make full, written disclosure to the Company, will hold in trust for
the sole right and benefit of the Company, and hereby irrevocably transfers and assigns, and agrees to transfer and assign, to
the Company, or its designee, all his/her right, title and interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements, designs, discoveries, ideas, trademarks (and all associated goodwill), mask works, or trade
secrets, whether or not they may be patented or registered under copyright or similar laws, which Employee may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during Employee’s
employment by the Company (the “Inventions”). Employee further acknowledges that all original works of authorship
which are made by Employee (solely or jointly with others) within the scope of and during the period of his/her employment with
the Company and which may be protected by copyright are “Works Made For Hire” as that term is defined by the United
States Copyright Act. Employee understands and agrees that the decision whether to commercialize or market any Invention developed
by Employee solely or jointly with others is within the Company’s sole discretion and the Company’s sole benefit and
that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such invention.


 




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Employee
recognizes that Inventions relating to his or her activities while working for the Company and conceived or made by Employee,
whether alone or with others, within one (1) year after cessation of Employee’s employment, may have been conceived in significant
part while employed by the Company. Accordingly, Employee acknowledges and agrees that such Inventions shall be presumed to have
been conceived during Employee’s employment with the Company and are to be, and hereby are, assigned to the Company unless
and until Employee has established the contrary.


 


The
requirements of this Section 8B do not apply to any intellectual property for which no equipment, supplies, facility or trade
secret information of the Company was used, and which was developed, entirely on the Employee’s own time, and (i) which
does related (x) directly to the Company’s business or (y) to the Company’s actual or demonstrably anticipated research
and development or (ii) which does not result from any work the Employee performed for the Company.


 


C.
Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Inventions made
by Employee (solely or jointly with others) during his/her employment with the Company. The records will be in the form of notes,
sketches, drawings and any other format that may be specified by the Company. The records will be available to and remain the
sole property of the Company at all times.


 


D.
Patent, Trademark and Copyright Registrations. Employee agrees to assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, service
marks, mask works, or any other intellectual property rights in any and all countries relating thereto, including, but not limited
to, the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments and all other instruments the Company deems necessary in order to apply for and obtain such
rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights,
title, and interest in and to such inventions, and any copyrights, patents, trademarks, service marks, mask works, or any other
intellectual property rights relating thereto. Employee further agrees that his/her obligation to execute or cause to be executed,
when it is in his/her power to do so, any such instrument or paper shall continue after termination or expiration of this Agreement
of the cessation of his/her employment with the Company. If the Company is unable because of Employee’s mental or physical
incapacity or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United
States or foreign patents, trademarks or copyright registrations covering inventions or original works of authorship assigned
to the Company as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as Employee’s agent and attorney-in-fact to act for and in his/her behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters, patent, trade marks
or copyright registrations thereon with the same legal force and effect as if executed by Employee; this power of attorney shall
be a durable power of attorney which shall come into existence upon Employee’s mental or physical incapacity.


 




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9.
SURVIVAL AND REMEDIES. Employee’s obligations of nondisclosure, non-solicitation, non-interference, and non-competition
under this Agreement shall survive the cessation of Employee’s employment with the Company and shall remain enforceable
in accordance with the terms thereof. In addition, Employee acknowledges that upon a breach or threatened breach of any obligation
of nondisclosure, non-solicitation, non-interference, or non-competition of this Agreement, the Company will suffer irreparable
harm and damage for which money alone cannot fully compensate the Company. Employee therefore agrees that upon such breach or
threat of imminent breach of any such obligation, the Company shall be entitled to seek a temporary restraining order, preliminary
injunction, permanent injunction or other injunctive relief, without posting any bond or other security, barring Employee from
violating any such provision. This Section shall not be construed as an election of any remedy, or as a waiver of any right available
to the Company under this Agreement or the law, including the right to seek damages from Employee for a breach of any provision
of this Agreement and the right to require Employee to account for and pay over to the Company all profits or other benefits derived
or received by the Employee as the result of such a breach, nor shall this Section be construed to limit the rights or remedies
available under state law for any violation of any provision of this Agreement.


 


10.
RETURN OF COMPANY PROPERTY. All devices, records, reports, data, notes, compilations, lists, proposals, correspondence, specifications,
equipment, drawings, blueprints, manuals, DayTimers, planners, calendars, schedules, discs, data tapes, financial plans and information,
or other recorded matter, whether in hard copy, magnetic media or otherwise (including all copies or reproductions made or maintained,
whether on the Company’s premises or otherwise), pertaining to Employee’s work for the Company, or relating to the
Company or the Company’s Confidential Information, whether created or developed by the Employee alone or jointly during
his/her employment with the Company, are the exclusive property of the Company. Employee shall surrender the same (as well as
any other property of the Company) to the Company upon its request or promptly upon the cessation of employment. Upon the separation
of Employee’s employment, he/she agrees to sign and deliver the “Termination Certificate” attached as Exhibit
B, which shall detail all Company property that is surrendered upon separation of employment.


 


11.
NO CONFLICTING AGREEMENTS OR IMPROPER USE OF THIRD-PARTY INFORMATION. During her/his employment with the Company,
Employee shall not improperly use or disclose any confidential information or trade secrets of any former employer or other
person or entity, and Employee shall not bring on to the premises of the Company any unpublished document or confidential
information belonging to any such former employer, person or entity, unless consented to in writing by the former employer,
person or entity. Employee represents that he/she has not improperly used or disclosed any confidential information or trade
secrets of any other person or entity during the application process or while employed or affiliated with the Company.
Employee also acknowledges and agrees that he/she is not subject to any contract, agreement, or understanding that would
prevent Employee from performing his/her duties for the Company or otherwise complying with this Agreement. To the extent
Employee violates this provision, or his/her employment with the Company constitutes a breach or threatened breach of any
contract, agreement, or obligation to any third party, Employee shall indemnify and hold the Company harmless from all
damages, expenses, costs (including reasonable attorneys’ fees) and liabilities incurred in connection with, or
resulting from, any such violation or threatened violation.


 




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12.
TERMINATION.


 


A.
By Either Party. Either Party may terminate the Employee’s at-will employment at any time with or without notice,
and with or without cause. Except as provided in this Section 12, upon termination of employment, Employee shall only be entitled
to Employee’s accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, policies and arrangements
for the period preceding the effective date of the termination of employment.


 


B.
Termination Without Cause. If the Company terminates Employee’s employment without Cause (defined below), Employee
shall be entitled to receive continuing severance pay at a rate equal to Employee’s Base Salary, as then in effect, for
twelve (12) months from the date of termination of employment, less all required tax withholdings and other applicable deductions,
payable in accordance with the Company’s standard payroll procedures, commencing on the effective date of a Separation Agreement
and Release of claims against the Company that has not been revoked, in substantially the form of Exhibit C attached hereto, the
timely execution and performance by Employee of which is specifically a condition to his receipt of any of the payments and benefits
provided under this Section 12B; provided that (1) such Separation Agreement and Release shall be executed and be fully
effective within sixty (60) days of the Employee’s termination of employment; (2) the first payment shall include any amounts
that would have been paid to Employee if payment had commenced on the date of termination of employment; and (3) Employee shall
not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under
Section 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, the Company will pay
or reimburse the premiums for such coverage of Employee (and his dependents, as applicable) at the same rate it pays for active
employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s
obligation to make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA
or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, any of the foregoing payments due under
this Section 12B shall commence within sixty (60) days of Employee's termination of employment, provided that if such sixty
(60)-day period spans two (2) calendar years, payments shall commence in the latter calendar year. In addition to the foregoing
and subject to Employee’s execution of a Separation Agreement and Release of claims against the Company that has been executed
and not revoked within any applicable rescission period that has expired within sixty (60) days of the Employee’s termination
of employment, Employee shall be entitled to the pro-rated amount of any unpaid bonus for the calendar year in which his termination
of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date
of payment thereof) and paid after the end of such calendar year but on or before March 15 of the following calendar year and
in such manner as determined by the Board (or a committee thereof) in its sole discretion pursuant to the terms thereof.


 




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C.
Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates Employee’s
employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Employee
terminates his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Employee shall
be entitled to receive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, policies
and arrangements for the period preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal
to one time Employee’s Base Salary, as then in effect, less all tax withholdings and other applicable deductions the Company
reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation
Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty
(60) days of the Employee’s termination of employment, in substantially the form of Exhibit C attached hereto, the execution
and performance by Employee of which is specifically a condition to his receipt of any of the payments and benefits provided under
this Section 12C; provided that Employee shall not be required to execute a release of any claims arising from the Company’s
failure to comply with its obligations under Section 12A. If Employee timely and effectively elects continuation coverage under
the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for
such coverage of Employee (and his dependents, as applicable) at the same rate it pays for active employees for a period for twelve
(12) months from the date of termination of employment; provided that the Company’s obligation to make such payments
shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise
terminates such coverage. Notwithstanding the previous provisions of this Section 12C, any payments due under this Section 12C
shall commence within sixty (60) days of Employee's termination of employment, provided that if such sixty (60)-day period
spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Employee’s
timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission
period that has expired within sixty (60) days of the Employee’s termination of employment, Employee shall be entitled to
the pro-rated amount of any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant
to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and and paid after
the end of such calendar year but on or before March 15 of the following calendar year and in such manner as determined by the
Board (or a committee thereof) in its sole discretion pursuant to the terms thereof. The payments and benefits described in this
Section 12C are in lieu of, and not in addition to, the payments and benefits described in Section 12B, it being understood by
Employee that he shall be paid and receive only one set of severance payments and benefits.


 


D.
Termination for Cause, Death or Disability, or Resignation. If Employee’s employment with the Company terminates
voluntarily by Employee other than for Good Reason pursuant to Section 12C above, for Cause by the Company or due to Employee’s
death or disability, then payments of compensation by the Company to Employee hereunder will terminate immediately (except as
to amounts already earned).


 


E.
Definitions.


 


1.
“Cause.” For all purposes under this Agreement, “Cause” is defined as (i) gross negligence or willful
failure to perform Employee’s duties and responsibilities to the Company; (ii) commission of any act of fraud, theft, embezzlement,
financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company;
(iii) conviction of, or pleading guilty or nolo contendere to, any felony or a lesser crime involving dishonesty or moral
turpitude; or (iv) material breach by Employee of any of his obligations under this Agreement or any written agreement or covenant
with the Company, including the policies adopted from time to time by the Company applicable to all employees.


 




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2.
“Good Reason.” For purposes of Section 12.C. of this Agreement, “Good Reason” is defined as Employee’s
resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence
of one or more of the following, without Employee’s express written consent: (i) a material reduction of Employee’s
duties, authority, reporting level, or responsibilities, relative to Employee’s duties, authority, reporting level, or responsibilities
in effect immediately prior to such Change in Control; (ii) a material reduction in Employee’s base compensation; or (iii)
the Company’s requiring of Employee to change the principal location at which Employee is to perform his services by more
than fifty (50) miles. Employee will not resign for Good Reason without first providing the Company with written notice within
thirty (30) days of the initial occurrence of the event that Employee believes constitutes “Good Reason” specifically
identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty
(30) days following the date of such notice during which such condition shall not have been cured.


 


3.“Change
in Control.” For all purposes under this Agreement, a “Change in Control” means a Change in Control, as defined
in the Plan, that occurs after the date hereof; provided, that a liquidation, dissolution or winding up of the Company or change
in the state of the Company’s incorporation shall not constitute a Change in Control event for purposes of this Agreement.


 


F.
No Other Benefits. In the event of a termination of Employee’s employment with the Company, the provisions of this
Section 12 are Employee’s exclusive right to severance benefits and are in lieu of participation in any other severance
policy or plan to which Employee might otherwise be entitled.


 


G.
Termination from any Offices Held. Upon his termination of employment with the Company, Employee agrees that and any and
all offices held, if applicable, shall be automatically terminated. Employee agrees to cooperate with the Company and execute
any documents reasonably required by the Company or competent authorities to effect this provision.


 


13.
GENERAL PROVISIONS.


 


A.
Governing Law; Consent To Personal Jurisdiction. The laws of the State of Minnesota shall govern the Employee’s employment
and this Agreement without regard to conflict of laws principles. Employee hereby consents to the personal jurisdiction of the
state courts located in Hennepin County, State of Minnesota, and the federal court sitting in Hennepin County, State of Minnesota,
if that court otherwise possesses jurisdiction over the matter, for any legal proceeding concerning the Employee’s employment
or termination of employment, or arising from or related to this Agreement or any other agreement executed between the Employee
and the Company.


 


B.
Entire Agreement. This Agreement, together with the Exhibits hereto, sets forth this entire Agreement between the Company
(and any of its related or affiliated entities, officers, agents, owners or representatives) and the Employee relating to the
subject matter herein, and supersedes any and all prior discussions and agreements, whether written or oral, on the subject matter
hereof, including without limitation that certain Employment Agreement effective as of February 11, 2019 between the Company and
Employee. To the extent that this Agreement may conflict with the terms of another written agreement between the Employee and
the Company, the terms of this Agreement will control.


 




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C.
Modification. No modification of or amendment to this Agreement will be effective unless in writing and signed by Employee
and an authorized representative of the Company.


 


D.
Waiver. The Company’s failure to enforce any provision of this Agreement shall not act as a waiver of its ability
to enforce that provision or any other provision. The Company’s failure to enforce any breach of this Agreement shall not
act as a waiver of that breach or any future breach. No waiver of any of the Company’s rights under this Agreement will
be effective unless in writing. Any such written waiver shall not be deemed a continuing waiver unless specifically stated, and
shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically waived.


 


E.
Successors and Assigns. This Agreement shall be assignable to, and shall inure to the benefit of, the Company’s affiliates,
subsidiaries, successors and assigns. Employee shall not have the right to assign his/her rights or obligations under this Agreement.


 


F.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable, and all
of which together shall constitute one agreement. Signatures of the Parties that are transmitted in person or by facsimile or
e-mail shall be accepted as originals.


 


G.
Further Assurances. Employee agrees to execute any proper oath or verify any document required to carry out the terms of
this Agreement.


 


H.
Title and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will
be disregarded in interpreting or construing this Agreement.


 


I.
Notices. All notices and communications that are required or permitted to be given under this Agreement shall be in writing
and shall be sufficient in all respects if given and delivered in person, by electronic mail, by facsimile, by overnight courier,
or by certified mail, postage prepaid, return receipt requested, to the receiving Party at the Party’s addresses shown on
the signature blocks below or to such other address as such Party may have given to the other by notice pursuant to this Section.
Notice shall be deemed given (i) on the date of delivery in the case of personal delivery, electronic mail or facsimile, or (ii)
on the delivery or refusal date as specified on the return receipt in the case of certified mail or on the tracking report in
the case of overnight courier.


 


J.
Section 409A. The amounts payable under this Agreement are intended to be exempt from the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”). Any payments due under this Agreement on account
of a termination of employment shall only be payable if the termination constitutes a “separation from service” within
the meaning of Section 409A. To the extent that any such payments are determined to be subject to Section 409A, (i) the terms
of this Agreement shall be interpreted to avoid incurring any penalties under Section 409A, (ii) any right to a series of installment
payments is to be treated as a right to a series of separate payments, and (iii) any payments due to a “specified employee”
of a publicly-traded company upon a separation from service shall be delayed until the first day of the seventh month following
such separation from service. Notwithstanding the foregoing, in no event shall the Company be responsible for any taxes or penalties
due under Section 409A.


 


14.
EMPLOYEE’S ACKNOWLEDGMENTS. Employee acknowledges that he/she is executing this Agreement voluntarily and without
duress or undue influence by the Company or anyone else and that Employee has carefully read this Agreement and fully
understands the terms, consequences, and binding effect of this Agreement.


 




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IN
WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Employment Agreement as of the date first written
above.


 


	EMPLOYEE	XTANT MEDICAL HOLDINGS, INC.
	 	 	 	 
	Print Name:	Greg Jensen	 	Print Name:	Ron Berlin
	 	 	 	 	 
	Signature:	/s/
    Greg Jensen	 	Signature:	/s/
    Ron Berlin 
	 	 	 	 	 
	Date: 	August 8, 2019	 	Chief Operations Officer and General
    Manager
	 	 	 	 	 
	 	 	 	Date:	August 8, 2019


 




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EXHIBIT
A


 


LIST
OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP


 


IS
A LIST ATTACHED? (PLEASE CHECK): _____YES __X__NO


 


NOTE:
The following is a list of all Prior Inventions made, conceived, developed or reduced to practice by Employee prior to his/her
employment with the Company. IF NO SUCH LIST IS ATTACHED, THAT MEANS EMPLOYEE IS NOT ASSERTING THE EXISTENCE OF ANY PRIOR INVENTIONS.


 




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EXHIBIT
B


 


TERMINATION
CERTIFICATE


 


I
hereby represent and certify that I have in all material respects complied with my obligations to the Company under the Employment
Agreement between the Company and me to which the form of this Certificate is attached as Exhibit B.


 


I
also represent that on or before my last day, I have specifically returned the following items:


 


	 	[  ]	Computer/laptop	 
	 	 	 	 
	 	[  ]	Keys/access
    cards	 
	 	 	 	 
	 	[  ]	Company
    credit card	 
	 	 	 	 
	 	[  ]	Other
equipment (please list)	 
	 	 	 


 




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EXHIBIT
C


 


FORM
OF SEPARATION AGREEMENT AND RELEASE


 


This
Separation Agreement (“Agreement”) and the Release, which is attached and incorporated by reference as Exhibit
A (“Release”), are made by and between Greg Jensen (“Employee”), and Xtant Medical Holdings,
Inc., its affiliates, related or predecessor corporations, subsidiaries, successors and assigns (“Employer”).


 


Employer
and Employee (collectively, “Parties”) wish to end their employment relationship in an honorable, dignified
and orderly fashion. Toward that end, the Parties have agreed to separate according to the following terms.


 


IN
CONSIDERATION OF THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:


 


1.
Termination. Employee’s employment shall end on a date and time Employer shall determine (“Termination Date”).


 


2.
Consideration. Employer shall, (1) after receipt of a fully executed Agreement and Release; (2) after expiration of all
applicable rescission periods; and (3) provided Employee complies with his obligations under this Agreement, provide Employee
with separation benefits (“Consideration”) in compliance with Employee’s Employment Agreement (“Exhibit
B”):


 


3.
Termination of Benefits. Except as otherwise provided by this Agreement, Employee’s participation in Employer’s
employee benefits, bonus, and all other compensation or commission plans, will terminate on the Termination Date, unless otherwise
provided by law, or benefit plan. Employee shall receive no compensation or benefits under such plans, except as specifically
provided in Section 2 of this Agreement.


 


4.
Execution of Agreement and Release of all Claims. Employee agrees to fully execute this Agreement, and the Release attached
as Exhibit A, releasing any and all actual or potential claims which may have arisen at any time during his employment with or
termination from employment with Employer. Employee’s failure to execute this Agreement and/or Release, or any attempt to
rescind this Agreement or that Release, shall terminate this Agreement, and the Parties’ respective rights and obligations
under this Agreement.


 


5.
Satisfactory Performance and Cooperation During Transition. Employee shall fully cooperate with Employer in responding
to questions, providing assistance and information, and defending against claims of any type, and will otherwise assist Employer
as Employer may request through Employee’s Termination Date (“Transition Period”). More specifically:


 


(a)
During the Transition Period, Employee shall reasonably cooperate with Employer as it meets and otherwise communicates/works,
with Employer’s employees, customers, strategic relationships, consultants, and vendors on the transition of Employee’s
duties to other individuals. Employee shall be available, upon reasonable notice, during business hours to respond to Employer’s
questions and electronic communications. Employer shall reimburse Employee for Employee’s reasonable out-of-pocket expenses
(such reimbursement shall not include compensation for any such time or Employee’s attorney’s fees) incurred in accordance
with this paragraph upon submission of receipts to Employer for such expenses.


 


 








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(b)
Employee shall not, absent Employer’s specific approval, initiate any form of communication with Employer’s employees,
customers or strategic partners regarding Employer, Employer’s products or Employees, and shall communicate with such persons
in the above capacity only in conjunction with person(s) who Employer has designated to participate in such communications.


 


6.
Stipulation of No Charges. Employee affirmatively represents that he has not filed nor caused to be filed any charges,
claims, complaints, or actions against Employer before any federal, state, or local administrative agency, court, or other forum.
Except as expressly provided in this Agreement or required by law, Employee acknowledges and agrees that he has been paid all
wages, bonuses, compensation, benefits and other amounts that are due, with the exception of any vested right under the terms
of a written ERISA-qualified benefit plan. Employee waives any right to any form of recovery or compensation from any legal action,
excluding any action claiming this Agreement and Release violate the Age Discrimination in Employment Act (“ADEA”)
and/or the Older Workers Benefit Protection Act (“OWBPA”), filed or threatened to be filed by Employee or on
Employee’s behalf based on Employee’s employment, terms of employment, or separation from, Employer. Employee understands
that any Consideration paid to Employee pursuant to this Agreement may be deducted from any monetary award he may receive as a
result of a successful ADEA and/or OWBPA claim or challenge to this Agreement and Release. This does not preclude Employee from
eligibility for unemployment benefits, and does not preclude or obstruct Employee’s right to file a Charge with the Equal
Employment Opportunity Commission (“EEOC”).


 


7.
Return of Property. Employee shall return, on or before the Termination Date, all Employer property in Employee’s
possession or control, including but not limited to any drawings, orders, files, documents, notes, computers, laptop computers,
fax machines, cell phones, smart devices, access cards, fobs, keys, reports, manuals, records, product samples, correspondence
and/or other documents or materials related to Employer’s business that Employee has compiled, generated or received while
working for Employer, including all electronically stored information, copies, samples, computer data, disks, or records of such
materials. Employee must return to Employer, and Employee shall not retain, any Employer property as previously defined in this
section.


 


8.
Agreement Not to Seek Future Employment. Employee agrees that he will never knowingly seek nor accept employment or a consulting/independent
contractor relationship with Employer, nor any other entity owned by Xtant Medical Holdings, Inc., either directly or through
a consulting firm.


 


9.
Withholding For Amounts Owed to Employer. Execution of this Agreement shall constitute Employee’s authorization for
Employer to make deductions from Employee’s Consideration, for Employee’s indebtedness to Employer, or to repay Employer
for unaccrued Paid Time Off already taken, employee purchases, wage or benefit overpayment, or other Employer claims against Employee,
to the extent permitted by applicable law.


 


10.
Non-Disparagement. Employee agrees that, unless it is in the context of an EEOC or other civil rights or other government
enforcement agency investigation or proceeding, Employee will make no critical, disparaging or defamatory comments regarding Employer
or any Released Party, as defined in the Release, in any respect or make any comments concerning the conduct or events which precipitated
Employee’s separation. Furthermore, Employee agrees not to assist or encourage in any way any individual or group of individuals
to bring or pursue a lawsuit, charge, complaint, or grievance, or make any other demands against Employer or any Released Party.
This provision does not prohibit Employee from participating in an EEOC or other civil rights or other government enforcement
agency charge, investigation or proceeding, or from providing testimony or documents pursuant to a lawful subpoena or as otherwise
required by law.


 


 








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11.
Compliance with Employment Agreement and Protection of Confidential Information. Employee agrees to comply with the provisions
of and the restrictions set forth in his Employment Agreement (Exhibit B). Employee agrees to never divulge or use any trade secrets,
confidential information, or other proprietary information of Employer which Employee obtained or to which Employee had access
during his employment with Employer. For purposes of this latter obligation, “Confidential Information” means
information that is not generally known and that is proprietary to Employer or that Employer is obligated to treat as proprietary.
It includes, but is not limited to, information or data of Employer concerning its business, financial statements, patient contact
information and data, products, plans, ideas, drawings, designs, concepts, inventions, discoveries, improvements, patent applications,
know-how, trade secrets, prototypes, processes, techniques and other proprietary information. It does not include information
that Employee can establish: (i) is already lawfully in the possession of Employee through independent means at the time of disclosure
thereof; (ii) is or later becomes part of the public domain through no fault of Employee; (iii) is lawfully received by Employee
from a third party having no obligations of confidentiality to Employer; or (iv) is required to be disclosed by order of a governmental
agency or by a court of competent jurisdiction. Any information that Employee knows or should reasonably know is Confidential
Information, or that Employer treats as Confidential Information, will be presumed to be Confidential Information.


 


12.
Confidentiality. It is the intent of Employer and Employee that the terms of this Agreement be treated as Confidential,
except to the extent this Agreement is required to be disclosed under applicable federal securities laws, as determined by Employer.
Employee warrants that he has not and agrees that he will not in the future disclose the terms of this Agreement, or the terms
of the Consideration to be paid by Employer to Employee as part of this Agreement, to any person other than his attorney, tax
advisor, spouse, or representatives of any state or federal regulatory agency, who shall be bound by the same prohibitions against
disclosure as bind Employee, and Employee shall be responsible for advising those individuals or agencies of this confidentiality
provision. Employee shall not provide or allow to be provided to any person this Agreement, or any copies thereof, nor shall Employee
now or in the future disclose the terms of this Agreement to any person, with the sole exception of communications with Employee’s
spouse, attorney and tax advisor, unless otherwise ordered to do so by a court or agency of competent jurisdiction.


 


13.
Invalidity. In case any one or more of the provisions of this Agreement or Release shall be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement and Release
will not in any way be affected or impaired thereby.


 


14.
Non-Admissions. The Parties expressly deny any and all liability or wrongdoing and agree that nothing in this Agreement
or the Release shall be deemed to represent any concession or admission of such liability or wrongdoing or any waiver of any defense.


 


 








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15.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Minnesota, without reference
to its choice of law rules. Any action for breach of this Agreement shall be brought in the federal or state court, as appropriate,
located in Minnesota.


 


16.
Voluntary and Knowing Action. Employee acknowledges that he has had sufficient opportunity to review the terms of this
Agreement and attached Release, and that he has voluntarily and knowingly entered into this Agreement. Employer shall not be obligated
to provide any Consideration to Employee pursuant to this Agreement in the event Employee elects to rescind/revoke the Release.
The Release becomes final and binding on the Parties upon expiration of the rescission/revocation period, provided Employee has
not exercised his option to rescind/revoke the Release. Any attempt by Employee to rescind any part of the Release obligates Employee
to immediately return all Consideration under this Agreement to counsel for Employer.


 


17.
Legal Counsel and Fees. Except as otherwise provided in this Agreement and the Release, the Parties agree to bear their
own costs and attorneys’ fees, if any. Employee acknowledges that Employer, by this Agreement, has advised his that he may
consult with an attorney of his choice prior to executing this Agreement and the Release. Employee acknowledges that he has had
the opportunity to be represented by legal counsel during the negotiation and execution of this Agreement and the Release, and
that he understands he will be fully bound by this Agreement and the Release.


 


18.
Modification. This Agreement may be modified or amended only by a writing signed by both Employer and Employee.


 


19.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties’ respective successors
and assigns.


 


20.
Notices. Any notice, request or demand required or desired to be given hereunder shall be in writing and shall be addressed
as follows:


 


	 	If
    to Employer:	 	Xtant
    Medical Holdings, Inc.
	 	 	 	664
    Cruiser Lane
	 	 	 	Belgrade,
    MT 59714
	 	 	 	Attention:
    Chief Executive Officer
	 	 	 	 
	 	With
    a copy to:	 	Thomas
    A. Letscher
	 	 	 	Fox
    Rothschild LLP
	 	 	 	Campbell
    Mithun Tower - Suite 2000
	 	 	 	222
    South Ninth Street
	 	 	 	Minneapolis,
    MN 55402-3338
	 	 	 	 
	 	If
    to Employee:	 	Greg
    Jensen
	 	 	 	1308
    Summit Oaks Drive
	 	 	 	Burnsville,
    MN 55337


 


 








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Either
party may change its address by giving the other Party written notice of its new address.


 


21.
Waivers. No failure or delay by either Party in exercising any right or remedy under this Agreement will waive any provision
of this Agreement.


 


22.
Miscellaneous. This Agreement may be executed simultaneously in counterparts, each of which shall be an original, but all
of which shall constitute but one and the same agreement.


 


23.
Entire Agreement. Except for any continuing, post-employment, obligations under Exhibit B, or employment related Employer
policy, or as otherwise provided in this Agreement, this Agreement, the attached Release, and Exhibit B are the entire Agreement
between Employer and Employee relating to his employment and his separation. Employee understands that this Agreement and the
Release cannot be changed unless it is done in writing and signed by both Employer and Employee.


 


	 	EMPLOYEE
	 	 
	 	 	 
	 	 	Greg
    Jensen
	 	Dated:	___________,
    20____
	 	 	 
	 	XTANT
    MEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Its:	 
	 	Dated:
    	___________,
    20____


 


 








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EXHIBIT
A


RELEASE


 


	I.	Definitions.
    I, Greg Jensen, intend all words used in this release (“Release”) to have their plain meanings in ordinary
    English. Technical legal words are not needed to describe what I mean. Specific terms I use in this Release have the following
    meanings:


 


	 	A.	“I,”
    “Me,” and “My” individually and collectively mean Greg Jensen and anyone who has or
    obtains or asserts any legal rights or claims through Me or on My behalf.
	 	 	 
	 	B.	“Employer”
    as used in this Release, shall at all times mean Xtant Medical Holdings, Inc. and any affiliates, related or predecessor corporations,
    parent corporations or subsidiaries, successors and assigns.
	 	 	 
	 	C.	“Released
    Party” or “Released Parties” as used in this Release, shall at all times mean Xtant Medical Holdings,
    Inc. and its affiliates, related or predecessor corporations, subsidiaries, successors and assigns, present or former officers,
    directors, shareholders, agents, employees, representatives and attorneys, whether in their individual or official capacities,
    and its affiliates, related or predecessor corporations, parent corporations or subsidiaries, successors and assigns, present
    or former officers, directors, shareholders, agents, employees, representatives and attorneys, whether in their individual
    or official capacities, benefit plans and plan administrators, and insurers, insurers’ counsel, whether in their individual
    or official capacities, and the current and former trustees or administrators of any pension, 401(k), or other benefit plan
    applicable to the employees or former employees of Employer, in their official and individual capacities.
	 	 	 
	 	D.	“My
    Claims” mean any and all of the actual or potential claims of any kind whatsoever I may have had, or currently may
    have against Employer or any Released Party, whether known or unknown, that are in any way related to My employment with or
    separation from employment with Employer, including, but not limited to any claims for: invasion of privacy; breach of written
    or oral, express or implied, contract; fraud; misrepresentation; violation of the Age Discrimination in Employment Act of
    1967 (“ADEA”), 29 U.S.C. § 626, as amended; the Genetic Information Nondiscrimination Act of 2008
    (“GINA”), 42 U.S.C. § 2000, et seq., the Older Workers Benefit Protection Act of 1990 (“OWBPA”),
    29 U.S.C. § 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e,
    et seq., the Americans with Disabilities Act (“ADA”), 29 U.S.C. § 2101, et seq., and as amended
    (“ADAAA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended,
    29 U.S.C. § 1001, et seq., Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Worker Adjustment
    and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101, et seq., the Family and Medical
    Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq.; National Labor Relations Act, 29 U.S.C. §
    141, et seq., the False Claims Act, 31 U.S.C. § 3729, et seq., Anti-Kickback Statute, 42 U.S.C. §
    1320a, et seq., the Minnesota Human Rights Act, Minn. Stat. § 363A.01, et seq., Minn. Stat. § 181,
    et seq., the Minnesota Whistleblower Act, Minn. Stat. § 181.931, et seq., the Montana Human Rights Act,
    Mont. Code Ann. § 49-1-101, et seq., the Montana Wrongful Discharge for Employment Act, Mont. Code Ann. §
    39-2-901, et seq., the Montana Wage Payment Act, Mont. Code Ann. § 39-3-201, et. seq., or any and all other
    Minnesota, Montana, and other state human rights or fair employment practices statutes, administrative regulations, or local
    ordinances, and any other Minnesota, Montana, or other federal, state, local or foreign statute, law, rule, regulation, ordinance
    or order, all as amended. This includes, but is not limited to, claims for violation of any civil rights laws based on protected
    class status; claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of
    the covenant of good faith and fair dealing; promissory estoppel; negligence; negligent hiring; retention or supervision;
    retaliation; constructive discharge; violation of whistleblower protection laws; unjust enrichment; violation of public policy;
    and, all other claims for unlawful employment practices, and all other common law or statutory claims.


 


 








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	II.	Agreement
    to Release My Claims. Except as stated in Section V of this Release, I agree to release all My Claims and waive any
    rights to My Claims. I also agree to withdraw any and all of My charges and lawsuits against Employer; except that
    I may, but am not required to, withdraw or dismiss, or attempt to withdraw or dismiss, any charges that I may have pending
    against Employer with the Employment Opportunity Commission (“EEOC”) or other civil rights enforcement
    agency. In exchange for My agreement to release My Claims, I am receiving satisfactory Consideration from Employer to which
    I am not otherwise entitled by law, contract, or under any Employer policy. The Consideration I am receiving is a full and
    fair consideration for the release of all My Claims. Employer does not owe Me anything in addition to what I will be receiving
    according to the Separation Agreement which I have signed.
	 	 
	III.	Unknown
    Claims. In waiving and releasing any and all actual, potential, or threatened claims against Employer, whether or
    not now known to me, I understand that this means that if I later discover facts different from or in addition to those facts
    currently known by me, or believed by me to be true, the waivers and releases of this Release will remain effective in all
    respects – despite such different or additional facts and my later discovery of such facts, even if I would not have
    agreed to the Separation Agreement and this Release if I had prior knowledge of such facts.
	 	 
	IV.	Confirmation
    of No Claims, Etc. I am not aware of any other facts, evidence, allegations, claims, liabilities, or demands relating
    to alleged or potential violations of law that may give rise to any claim or liability on the part of any Released Party under
    the Securities Exchange Act of 1934, the Sarbanes–Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer
    Protection Act, the False Claims Act, the Anti-kickback Statute. I understand that nothing in this Release interferes with
    My right to file a complaint, charge or report with any law enforcement agency, with the Securities and Exchange Commission
    (“SEC”) or other regulatory body, or to participate in any manner in an SEC or other governmental investigation
    or proceeding under any such law, statute or regulation, or to require notification or prior approval by Employer of any such
    a complaint, charge or report. I understand and agree, however, that I waive My right to recover any whistleblower award under
    the Securities Exchange Act of 1934, the Sarbanes–Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer
    Protection Act, or other individual relief in any administrative or legal action whether brought by the SEC or other governmental
    or law enforcement agency, Me, or any other party, unless and to the extent that such waiver is contrary to law. I agree that
    the Released Parties reserve any and all defenses which they might have against any such allegations or claims brought by
    Me or on My behalf. I understand that Employer is relying on My representations in this Release and related Separation Agreement.



 


 







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	V.	Exclusions
    from Release.


 


	 	A.	The
    term “Claims” does not include My rights, if any, to claim the following: unemployment insurance benefits; workers
    compensation benefits; claims for My vested post-termination benefits under any 401(k) or similar retirement benefit plan;
    My rights to group medical or group dental insurance coverage pursuant to section 4980B of the Internal Revenue Code of 1986,
    as amended (“COBRA”); My rights to enforce the terms of this Release; or My rights to assert claims that
    are based on events occurring after this Release becomes effective.
	 	 	 
	 	B.	Nothing
    in this Release interferes with My right to file or maintain a charge with the Equal Employment Opportunity Commission or
    other local civil rights enforcement agency, or participate in any manner in an EEOC or other such agency investigation or
    proceeding. I, however, understand that I am waiving My right to recover individual relief including, but not limited to,
    back pay, front pay, reinstatement, attorneys’ fees, and/or punitive damages, in any administrative or legal action
    whether brought by the EEOC or other civil rights enforcement agency, Me, or any other party.
	 	 	 
	 	C.	Nothing
    in this Release interferes with My right to challenge the knowing and voluntary nature of this Release under the ADEA and/or
    OWBPA.
	 	 	 
	 	D.	I
    agree that Employer reserves any and all defenses, which it has or might have against any claims brought by Me. This includes,
    but is not limited to, Employer’s right to seek available costs and attorneys’ fees as allowed by law, and to
    have any monetary award granted to Me, if any, reduced by the amount of money that I received in consideration for this Release.


 


	VI.	Older
    Workers Benefit Protection Act. The Older Workers Benefit Protection Act applies to individuals age 40 and older and
    sets forth certain criteria for such individuals to waive their rights under the Age Discrimination in Employment Act in connection
    with an exit incentive program or other employment termination program. I understand and have been advised that, if applicable,
    the above release of My Claims is subject to the terms of the OWBPA. The OWBPA provides that a covered individual cannot waive
    a right or claim under the ADEA unless the waiver is knowing and voluntary. If I am a covered individual, I acknowledge that
    I have been advised of this law, and I agree that I am signing this Release voluntarily, and with full knowledge of its consequences.
    I understand that Employer is giving Me twenty-one (21) days from the date I received a copy of this Release to decide whether
    I want to sign it. I acknowledge that I have been advised to use this time to consult with an attorney about the effect of
    this Release. If I sign this Release before the end of the twenty-one (21) day period it will be My personal, voluntary decision
    to do so, and will be done with full knowledge of My legal rights. I agree that material and/or immaterial changes to the
    Separation Agreement or this Release will not restart the running of this consideration period. I also acknowledge that the
    Separation Agreement, this Release and any other attachments or exhibits have each been written in a way that I understand.



 


 







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	VII.	Right
    to Rescind and/or Revoke. I understand that insofar as this Release relates to My rights under the Minnesota Human
    Rights Act, it shall not become effective or enforceable until fifteen (15) days after I sign it. Any such revocation must
    be in writing and hand-delivered to Employer or, if sent by mail, postmarked within the applicable time period, sent by certified
    mail, return receipt requested, and addressed as follows:


 


	 	A.	post-marked
    within the fifteen (15) day revocation period;
	 	 	 
	 	B.	properly
    addressed to:
	 	 	 
	 	 	Xtant
    Medical Holdings, Inc.
	 	 	664
    Cruiser Lane
	 	 	Belgrade,
    MT 59714
	 	 	Attn:
    Chief Executive Officer
	 	 	 
	 	 	and
	 	 	 
	 	C.	sent
    by certified mail, return receipt requested.


 


I
understand that the Consideration I am receiving for settling and releasing My Claims is contingent upon My agreement to be bound
by the terms of this Release. Accordingly, if I decide to rescind or revoke this Release, I understand that I am not entitled
to the Consideration described in the Separation Agreement. I further understand that if I attempt to rescind or revoke My release
of any claim, I must immediately return to Employer all Consideration I have received under My Agreement.


 


	VIII.	I
    Understand the Terms of this Release. I have had the opportunity to read this Release carefully and understand all
    its terms. I have had the opportunity to review this Release with My own attorney. In agreeing to sign this Release, I have
    not relied on any oral statements or explanations made by Employer, including its employees or attorneys. I understand and
    agree that this Release and the attached Agreement contain all the agreements between Employer and Me. We have no other written
    or oral agreements.


 


	 	 	
	 	 	Greg
    Jensen
	 	Dated:	____________,
    20____


 


 








    	 	 	EMPLOYEE INITIALS

	 	Ex. A-4	 



    	 	 	 



    

 


EXHIBIT
B


 


AGREEMENT