MANAGEMENT
CONSULTING AGREEMENT


 


This
Management Consulting Agreement (this “Agreement”)
is entered into as of September 19 with an effective date of September 19 (the “Effective Date”),
by and between Bone Biologics, Corp., a Delaware corporation (the “Company”),
and the Musculoskeletal Transplant Foundation, Inc. (“Consultant”).


 


1.
Scope of Services. 


 


1.1
Services. Consultant agrees to provide the services of Bruce Stroever (“Stroever”) to serve as the
Company’s Chairman of the Board of Directors (“Chairman”). To the extent determined by mutual
agreement of the Company, Consultant, and Stroever, Stroever will provide services to the Company as listed on Exhibit A
attached hereto (the “Services”). Such services, as outlined in Exhibit A, are subject to change
as mutually agreed to between the Parties. The manner and means by which Stroever chooses to provide the Services under this Agreement
are in Stroever’s sole discretion and control, subject to direction from Consultant. Stroever agrees to exercise the highest
degree of professionalism in providing the Services under this Agreement. Consultant agrees to use its reasonable commercial efforts
to perform the Services such that the results are satisfactory to the Company. Consultant may not subcontract or otherwise delegate
its obligations under this Agreement without the Company’s prior written consent.


 


2. Fees; Expenses.
 In
consideration for the Services to be provided hereunder, the Company shall provide to Consultant the fees set forth under Exhibit
B attached hereto. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable
evidence that the amount involved was expended and related to the Services provided under this Agreement.


 


3. Directors & Officers Insurance Coverage.
 Company
shall provide proof of Directors & Officers insurance coverage from a responsible company. Company shall name Consultant and
Stroever as an additional insureds on said policy to the extent they provide Services to Company, and shall provide Consultant
and Shuler with an insurance certificate indicating the same.


 


4. Independent Contractor Relationship.
 Consultant,
and any of Consultant’s employees, including Stroever’s, relationship with the Company will be that of an independent
contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship.
As part of the Services, Stroever may be engaged to act on behalf of the Company in negotiations with investors, vendors, and
other interested parties. In the event that Stroever participates in these negotiations, the representations made and the positions
advanced will be those of the Company and, not Consultant. Consultant shall not be authorized to incur on behalf of the Company
any potential liability in excess of $50,000 without the prior consent of the Board, which consent shall be evidenced in
writing. Because Consultant and any of Consultant’s employees, including Stroever, are independent contractors, the Company
will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or
obtain worker’s compensation insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for
complying with all applicable state and federal laws, including obligations such as payment of taxes, social security, disability
and other contributions based on fees paid to Consultant, its agents or employees under this Agreement. Consultant further agrees
to make all necessary withholdings or payments for social security, make unemployment insurance and/or disability insurance contributions,
and provide worker’s compensation insurance for Stroever during the term of the Agreement.


 




    	 



    	 



    


 


5. Confidential Information.



 


5.1
Confidential Information. Consultant agrees during the term of this Agreement and thereafter that it will (and will cause
all of its agents, principals and employees to) take all steps reasonably necessary to hold the Company’s Confidential Information
(as defined below) in trust and confidence, and not use the Confidential Information in any manner or for any purpose not expressly
set forth in this Agreement, and not disclose any such Confidential Information to any third party without first obtaining the
Company’s express written consent on a case-by-case basis. “Confidential Information” means any
information disclosed by the Company to Consultant, or created by or on behalf of Consultant during the course of providing the
Services hereunder, and includes, without limitation, any: (a) trade secrets, inventions, antibodies and other biological materials,
cell lines, samples of assay components, mask works, ideas, processes, procedures, formulations, formulas, source and object codes,
data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information
regarding plans for research, developmental or experimental work, new products, clinical data, test data, marketing and selling,
business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of the employees and other services providers of the Company. Notwithstanding the other
provisions of this Agreement, nothing received by Consultant will be considered to be Confidential Information if (1) it has been
previously published or is otherwise readily available to the public other than by a breach of any obligation of confidentiality
or (2) it has been rightfully received by Consultant from a third party without any obligation of confidentiality.


 


5.2
Third Party Information. Consultant understands that the Company has received and will in the future receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s
part to maintain the confidentiality of such information and use it only for certain limited purposes. Consultant agrees to hold
Third Party Information in confidence and not to disclose to anyone (other than Company personnel) or to use, except in connection
with performing the Services, Third Party Information unless expressly authorized in writing by an officer of the Company.


 


5.3
No Conflict of Interest. Consultant agrees and represents that it is not aware of any conflicts of interests or additional
relationships that would preclude Stroever from performing the Services. Consultant and Stroever will provide written notice to
the Company if any conflicts of interest arise. The Company will determine in its sole discretion if a conflict of interest arises.


 


5.4
Confidential Information of Others. Consultant represents and warrants that, as of the Effective Date, Consultant’s
act of entering into this Agreement, acquiring any equity or other interest in the Company (if any), and providing the Services
to the Company do not violate any outstanding agreement or obligation, of Consultant’s. Consultant further agrees that it
will not perform any Services for the Company which would conflict with any agreement or obligation of Consultant or which would
cause or result in any other person or entity having any ownership interest in any intellectual property of the Company, and will
promptly notify the Company in writing in the event that any proposed Services may conflict with any such agreement or obligation,
or result in such person or entity having any ownership interest. If the Company determines, in its sole discretion, that any
of the foregoing has occurred or is likely to occur, the Company may terminate this Agreement immediately upon written notice.


 


6. Work Product and Intellectual Property Rights.



 


6.1
Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any trade secrets,
ideas, inventions (whether patentable or unpatentable), antibodies and other biological materials, cell lines, samples of assay
components, mask works, processes, procedures, formulations, formulas, software source and object codes, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs and techniques, trademarks, manufacturing techniques,
or other copyrightable or patentable works. Consultant agrees to disclose promptly in writing to the Company, or any person designated
by the Company, all Work Product which is solely or jointly conceived, made, reduced to practice, or learned by Consultant in
the course of any work performed for the Company (“Company Work Product”).


 


6.2
Assignment of Company Work Product. Consultant irrevocably assigns to the Company all right, title and interest worldwide
in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including
without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary
Rights”). If Consultant has any rights to the Company Work Product that cannot be assigned to the Company, Consultant
unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against
the Company with respect to such rights, and agrees, at the Company’s request and expense, to consent to and join in any
action to enforce such rights. If Consultant has any right to the Company Work Product that cannot be assigned to the Company
or waived by Consultant, Consultant unconditionally and irrevocably grants to the Company during the term of such rights, an exclusive,
irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees,
to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed,
such rights.


 




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6.3
Enforcement of Proprietary Rights. Consultant will assist the Company in every proper way to obtain, and from time to time
enforce, United States and foreign Proprietary Rights relating to Company Work Product in any and all countries. To that end Consultant
will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company
may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights
and the assignment thereof. In addition, Consultant will execute, verify and deliver assignments of such Proprietary Rights to
the Company or its designee. Consultant’s obligation to assist the Company with respect to Proprietary Rights relating to
such Company Work Product in any and all countries shall continue beyond the termination of this Agreement, but the Company shall
compensate Consultant at a reasonable rate after such termination for the time actually spent by Consultant at the Company’s
request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure Consultant’s
signature on any document needed in connection with the actions specified above, Consultant hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled
with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted
acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Consultant.


 


7. Consultant Representations and Warranties.

Consultant hereby represents and warrants that (a) no portion of the Services nor any element thereof will infringe the Proprietary
Rights of any third party; (b) Consultant will, and will cause its employees and agents (including but not limited to Stroever)
to comply with all applicable laws and regulations in connection with the performance of the Services and its other obligations
hereunder; and (c) Consultant has full right and power to enter into and perform this Agreement without the consent of any third
party or breach of any third party obligation.


 


8. Term and Termination



 


8.1
Term. This Agreement shall be effective as of the Effective Date and shall continue in effect until 6 months after effective
date of agreement unless terminated earlier as provided herein. Thereafter, this Agreement shall automatically renew for successive
three (3) month periods unless either party provides written notice to the other party at least 10 days in advance of the renewal
term of its decision not to renew the term. This Agreement is intended to be temporary in nature, and will cease once the Company
retains a permanent Chief Executive Officer.


 


8.2
Termination. Either Party may terminate this Agreement in the event of the other party’s material breach of this Agreement,
if such breach is not cured within ten (10) days’ of written notice thereof from the non-breaching party. The Company may
terminate this Agreement (a) immediately without notice in the event of Consultant’s breach of (or as provided in) Sections
4 through 6 hereof; or (b) for its convenience if the Company finds a replacement Chief Executive Officer, upon at least ten (10)
days’ prior written notice to Consultant. Consultant may terminate this Agreement for its convenience upon at least thirty
(30) days’ prior written notice to the Company.


 


8.3
Return of Company Property; Noninterference. Upon termination of the Agreement or earlier as requested by the Company, Consultant
will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together
with all copies thereof, and any other material containing or disclosing any Company Work Product, Third Party Information or
Confidential Information of the Company. Consultant further agrees that any property situated on the Company’s premises
and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection
by the Company personnel at any time with or without notice. During the term, and for a period of two (2) years immediately following
the termination, of this Agreement, Consultant agrees not to solicit or induce any employee or other service provider of the Company
to terminate or breach an employment, contractual or other relationship with the Company.


 


8.4
Survival. Sections 2 and 4 through 8 shall survive any termination or expiration of this Agreement.


 


9. General Provisions.



 


9.1
Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the extent compatible with the applicable law as it shall then appear.


 




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9.2
Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California, without
reference to its conflicts of laws principles. Each party hereby expressly consents to the personal jurisdiction of the state
and federal courts located in Los Angeles County, California, with respect to any dispute arising out of or relating to this Agreement
or the subject matter hereof.


 


9.3
No Assignment. This Agreement may not be assigned by Consultant without the Company’s consent, and any such attempted
assignment shall be void and of no effect. The Company may assign this Agreement to any affiliate, successor or acquiror, whether
by operation of law or otherwise.


 


9.4
Notices. All notices, requests and other communications under this Agreement must be in writing, and must be sent by registered
or certified mail, postage prepaid and return receipt requested, overnight delivery, or facsimile.


 


9.5
Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and
continuing damage to the Company for which there may be no adequate remedy at law, and the Company is therefore entitled to seek
injunctive relief as well as such other and further relief as may be appropriate.


 


9.6
Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach.
No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall
not be required to give notice to enforce strict adherence to all terms of this Agreement.


 


9.7
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior discussions between the Company and Consultant. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party
to be charged.


 


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


 




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In
Witness Whereof, the parties have caused this Agreement to be
executed by their duly authorized representative.


 


	Company:	 
	 	 
	Bone Biologics, Corp.	 
	 	 	 
	By:	/s/
    William     Jay Treat	 
	Name:	William Jay Treat	 
	Title:	President	 
	Address:	175 May Street	 
	 	Suite #400	 
	 	Edison, NJ 08837	 


 


	Consultant:	 
	 	 	 
	The Musculoskeletal Transplant Foundation, Inc.	 
	 	 	 
	By:	/s/
    Michael J. Kawas	 
	Name:	Michael J. Kawas	 
	Title:	Executive Vice President/Chief Financial
    Officer 	 
	Address:	125 May Street 	 
	 	Edison,
NJ 08837	 


 


[Signature
Page to Consulting Agreement]


 




    	 



    	 



    


 


Exhibit
A


 


DESCRIPTION
OF SERVICES


 


The
Services shall include the following (without limitation): those services customarily associated with a company’s Chairman
of the Board of Directors. During the term of this Agreement, Stroever 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. Stroever may attend and participate
at each such meeting, via teleconference, video conference or in person. Stroever shall consult with the other members of the
Board as necessary via telephone, electronic mail or other forms of correspondence. Stroever will continue to be an employee of
Consultant, and will divide his efforts between Consultant and the Company consistent with industry best practices and his personal
experience, consistent with direction from his employer, Consultant. In no event will Stroever devote more than 50% of his time
to the Company. Stroever will not provide Services for the Company in excess of eight (8) hours in any given day, or forty (40)
hours in any given week.


 




    	 



    	 



    


 


Exhibit
B


 


FEES


 


Assuming
Consultant’s material compliance with the terms of this Agreement, compensation for Consultant’s services to the Company
shall be as described in this section.


 


Retainer:


 


Consultant
shall be paid a retainer of $35,000 annually. This amount shall be pro-rated based on the actual amount of time Stroever provides
Services to the Company pursuant to this Agreement. Cash fees shall be paid within 30 days of receipt of invoice from Consultant.


 


Common
Stock


 


Consultant
shall receive warrants for 50,000 shares of the Company’s $0.001 Common Stock upon completion of the first year of service
pursuant to this Agreement. Consultant shall thereafter receive $50,000 worth of Common Stock upon completion of each year of
service as the Company’s Chief Executive Officer. 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.


 


Reimbursement
for Reasonable Expenses


 


Consultant
shall be reimbursed for reasonable expenses incurred by Stroever in connection with the performance of Consultant’s Services.
Such reasonable expenses will be billed by Consultant, and include but are not limited to travel expenses for in-person meetings.
Reasonable expenses shall be paid within 30 days of receipt of invoice from Consultant.