Bone
Biologics, Corp.


100
Rancho Rd., Suite 7 - 231


Thousand
Oaks, CA 91362


 


June
25, 2014


 


Steve Warnecke


1026 Anaconda
Drive


Castle Rock,
CO 80108


 


Re:
Director Offer Letter


 


Dear Mr.
Warnecke:


 


Bone
Biologics, Corp. (the “Company”), is pleased to offer you a position as a member of its Board of Directors
(the “Board”), effective upon the filing of a Form 8K (the “8K”) with the Securities Exchange
Comission (the “SEC”) by the Company. Initially, you shall serve as the chair of the Board’s Audit Committee.
We believe that your background and experience will be a significant asset to the Company, and we look forward to your participation
on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (this “Agreement”)
shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services that
you agree to provide the Company.


 


Bone
Biologics, Inc. (“BB Inc.”) entered into a letter agreement with AFH Holding & Advisory, LLC and the Musculoskeletal
Transplant Foundation, Inc. that contemplates a merger (the “Merger”) in which BB Inc. will become a wholly-owned
subsidiary of the Company. After consummation of the Merger, the Board will consist of seven (7) members. Within four days of
the consummation of the Merger, the Company will file the 8K with the SEC.


 


1.
Term. This Agreement is effective as of the date of the filing of the 8k. Your term as director shall continue subject
to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-election
each year at the annual shareholder’s meeting and upon re-election (unless a staggered board is implemented), the terms
and provisions of this Agreement shall remain in full force and effect.


 


2.
Services. You shall render services as a member of the Board and as a member of one or more committees of the Board
(hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number
of meetings of the Board and any committees on which you serve as a member as regularly or specially called. You may attend and
participate at each such meeting, via teleconference, video conference or in person. You shall consult with the other members
of the Board as necessary via telephone, electronic mail or other forms of correspondence.


 


3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar
Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company
(except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting
or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization
for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if
the performance of such services would conflict with areas of interest to the Company.


 




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4.
Compensation. Assuming your material compliance with the terms of this Offer Letter, compensation for your services
to the Company shall be as described in this section.


 


a.
You will receive a retainer of $25,000 annually.


 


b.
For so long as you serve as the chair of the Audit Committee of the Board, you shall receive an additional retainer of $5,000
annually.


 


c.
You shall receive an option to purchase 50,000 shares of the Company’s $0.001 par value per share Common Stock (“Common
Stock”) at an exercise price of $1.00 per share upon completion of your first year of service as a member of the Board.
These options will have a term of 10 years.


 


d.
You shall receive $50,000 worth of Common Stock upon completion of each year of service as a member of the Board. Such issuances
of Common Stock shall be split into four installments, each valued at $12,500 and distributed quarterly on the date that the Company
files its Form 10-Q or Form 10-K, as applicable, with the SEC. The Common Stock will be valued at the average of the trading price
for shares of Common Stock over the 10 day period prior to the issuance.


 


e.
You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel
expenses for in-person meetings).


 


5.
D&O Insurance Policy. The Company maintains an insurance policy for officers and directors (the “D&O
Insurance Policy”), and the Company shall include you as an insured under the D&O insurance policy during the term
of this Agreement.


 


6.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned
by you without the prior written consent of the Company.


 


7.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a.
Definition. For purposes of this Agreement the term “Confidential Information” means:


 


i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which
has or could have commercial value or utility in the business in which the Company is engaged; or


 


ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.


 


iii.
Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas,
designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice),
discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data,
know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier
identities, characteristics and agreements.


 




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b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:


 


i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality
portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;


 


ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such
information; and


 


iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or
constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents
or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement,
or upon your termination or Resignation, as defined in Section 9 herein.


 


d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written
consent of the Company, except as may be necessary in the course of your business relationship with the Company. You further agree
that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary
in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination
of this Agreement.


 


e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade
secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout
the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs,
know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this
Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and
provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect
such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.


 


8.
Non-Solicitation. During the term of your appointment, you shall not directly solicit for employment any employee of
the Company with whom you have had contact due to your appointment.


 




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9.
Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders
holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership
on the Board may be terminated for any or no reason at any meeting of the Board or by written consent of, a majority of the Board
at any time, or if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony.
You may also terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the
Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no
time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation,
your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including
the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in
connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have
not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.


 


10.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights
and obligations of the parties hereunder, shall be determined in accordance with the law of the State of Delaware applicable to
agreements made and to be performed entirely in the State of Delaware.


 


11.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to
the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter
hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written
consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver
of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.
The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect
the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement
may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one
and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to
be the same, and equally enforceable, as an original of such signature.


 


12.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless
from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible
amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance
of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance
to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding
to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall
be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written
request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts
so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled
to be indemnified by the Company.


 




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13.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted
to create any right for you to continue employment with the Company.


 


14.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to
accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions
arising under this Agreement.


 


[Remainder
of Page Intentionally Left Blank; Signature page follows] 


 




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This
Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.


 


	 	Sincerely,
	 	 	 
	 	BONE
    BIOLOGICS, CORP.
	 	 	 
	 	By:	/s/
    Michael Schuler
	 	Name:	Michael Schuler
	 	Title:	Chief Executive
    Officer


 


	AGREED
    AND ACCEPTED:	 
	 	 
	 	/s/
    Steve Warnecke 	 
	Name:	Steve Warnecke	 


 


[Signature
Page to Director Offer Letter - Steve Warnecke]