THIS
WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


BONE
BIOLOGICS, INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


	No.
    CW-7	April
    29, 2013


 


VOID
AFTER APRIL 28, 2020


 


THIS
CERTIFIES THAT, for value received, MUSCULOSKELETAL TRANSPLANT FOUNDATION, INC. or assigns (the “Holder”),
is entitled to subscribe for and purchase from BONE BIOLOGICS, INC., a California corporation, with its principal office at 100
Rancho Rd., Suite 7-231, Thousand Oaks, CA 91362 (the “Company”) the number of Exercise Shares as set
forth in this Warrant at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one
of a series of warrants (the “Warrants”) pursuant to the terms of the Note and Warrant Purchase Agreement
dated April 29, 2013, by and among the Company and the Purchasers therewith (the “Purchase Agreement’).


 


Unless
indicated otherwise, the number of Exercise Shares that the Holder may purchase by exercising this warrant is equal to (A) the
product of (i) fifty percent (50%) multiplied by (ii) such Purchaser’s Loan Amount for the Closing in which this warrant
is issued, divided by (B) $2.00.


 


1.
DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement or
the Notes. As used herein, the following terms shall have the following respective meanings:


 


(a)
“Exercise Period” shall mean the period commencing upon the date hereof and the date ending seven
(7) years from the date hereof, unless sooner terminated as provided below.


 


(b)
“Exercise Price” for each Exercise Share shall mean $2.00.


 


(c)
“Exercise Shares” shall mean shares of the Company’s Common Stock.


 




    	1.



    	 



    

 


2.
EXERCISE OF WARRANT. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise
Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate
by notice in writing to the Holder):


 


(a)
An executed Notice of Exercise in the form attached hereto;


 


(b)
Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness, unless this Warrant
is net exercised pursuant to Section 2.1; and


 


(c)
This Warrant.


 


Upon
the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered
in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to
the Holder within a reasonable time after the


 


rights
represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all
of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the
Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the
remaining number of Exercise Shares purchasable hereunder.


 


The
person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall
be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of
the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to
have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are
open.


 


2.1
Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one Exercise Share is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash,
the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise
in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula:


 





	 	X
    =	Y
(A-B) 
	 
	 	 	A	 


 


	 	Where
    X =	the
    number of Exercise Shares to be issued to the Holder
	 	 	 
	 	Y
    =	the
    number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion
    of the Warrant being canceled (at the date of such calculation)
	 	 	 
	 	A
    =	the
    fair market value of one Exercise Share (at the date of such calculation)
	 	 	 
	 	B
    =	Exercise
    Price (as adjusted to the date of such calculation)


 




    	2.



    	 



    

 


For
purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board
of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in
connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the
per share offering price to the public of the Company’s initial public offering.


 


3.
COVENANTS OF THE COMPANY.


 


3.1
Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise
of the rights represented by the Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that
the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient
number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented
by this Warrant. If any at time during the Exercise Period the number of authorized but unissued shares of such series of the
Company’s equity securities shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of such series of the
Company’s equity securities to such number of shares as shall be sufficient for such purposes.


 


3.2
Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that
the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient
number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented
by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of such series of the
Company’s equity securities shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of such series of the
Company’s equity securities to such number of shares as shall be sufficient for such purposes.


 


4.
REPRESENTATIONS OF THE HOLDER.


 


4.1
Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and the Exercise
Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or Exercise Shares
or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares
the Holder is acquiring is being acquired for, and will be held for, its account only.


 




    	3.



    	 



    

 


4.2
Securities Are Not Registered.


 


(a)
The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933,
as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company
is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations,
the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection
with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no
such present intention.


 


(b)
The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently registered
under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to
register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration.


 


(c)
The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Act
unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability
of certain current public information about the Company, the resale following the required holding period under Rule 144 and the
number of shares being sold during any three month period not exceeding specified limitations. The Holder is aware that the conditions
for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions
in the foreseeable future.


 


4.3
Disposition of Warrant and Exercise Shares.


 


(a)
The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless
and until:


 


(i)
The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no
action will be recommended to the Commission with respect to the proposed disposition;


 


(ii)
There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is
made in accordance with said registration statement; or


 


(iii)
The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that
such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities
laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities
Act, except in unusual circumstances.


 




    	4.



    	 



    

 


(b)
The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following
legend:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  



 


4.4
Accredited Investor Status. The Holder is an “accredited investor” as defined in Regulation D promulgated under
the Act.


 


5.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF EXERCISE SHARES.


 


5.1
Changes in Securities. In the event of changes in the series of equity securities of the Company comprising the Exercise Shares
by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations,
reorganizations, liquidations, or the like, the number and class of Exercise Shares available under the Warrant in the aggregate
and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate
Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior
to the event and had the Holder continued to hold such shares until after the event requiring adjustment. For purposes of this
Section 5, the “Aggregate Exercise Price” shall mean the aggregate Exercise Price payable in connection
with the exercise in full of this Warrant. The form of this Warrant need not be changed because of any adjustment in the number
of Exercise Shares subject to this Warrant.


 


6.
FRACTIONAL SHARES. NO fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Exercise Shares (including fractions) to be issued upon exercise of this Warrant shall be aggregated for
purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the
exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay
the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current
fair market value of one Exercise Share by such fraction.


 


7.
REORGANIZATION. In the event of, at any time during the Exercise Period, any capital reorganization or recapitalization of
the capital stock of the Company (other than a change in par value or from par value to no par value or no par value to par value
or as a result of a stock dividend or subdivision, split-up or combination of shares, and other than a Liquidation Transaction
(as defined in the Company’s Articles of Incorporation, as amended from time to time) which shall be governed by Section
8 below) (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions
shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the
Exercise Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Exercise Shares equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby, and the Exercise Price shall be appropriately adjusted
so that the Aggregate Exercise Price after such Organic Change shall be equal to the Aggregate Exercise Price immediately prior
to such Organic Change.


 




    	5.



    	 



    

  


8.
EARLY TERMINATION. In the event of, at any time during the Exercise Period prior to the exercise of this Warrant, a Liquidation
Transaction, the Company shall provide to the Holder 10 days’ advance written notice of the Closing of such transaction.
This Warrant shall terminate upon the consummation of the Liquidation Transaction.


 


9.
MARKET STAND-OFF AGREEMENT. Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or Exercise
Shares or other securities) of the Company held by Holder, during the 180-day period following the effective date of a registration
statement of the Company filed under the Act (or such longer period, not to exceed 18 days after the expiration of the 180-day
period, as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711). Holder agrees
to execute and deliver such other agreements as requested by the Company and/or the managing underwriter(s) which are consistent
with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company
may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The
underwriters of the Company’s stock are intended third party beneficiaries of this Section 9 and shall have the right, power
and authority to enforce the provisions hereof as though they were a party hereto.


 


10.
NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as
a stockholder of the Company.


 


11.
TRANSFER OF WARRANT. Subject to applicable laws and the restriction on transfer set forth on the first page of this Warrant,
this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery
of this Warrant and the form of assignment attached hereto to any transferee designated by the Holder. The transferee shall sign
an investment letter in form and substance satisfactory to the Company.


 


12.
LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on
such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 




    	6.



    	 



    

 


13.
AMENDMENT. Any term of this Warrant may be amended or waived with the written consent of the Company and the Majority Holders
provided that all Warrants are similarly affected. Upon the effectuation of such amendment or waiver in conformance with this
Section 13, the Company shall promptly give written notice thereof to the record holders of the Warrants who have not previously
consented thereto in writing.


 


14.
NOTICES, ETC. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed
on the signature page and to the Holder at the address listed on the Schedule of Purchasers to the Purchase Agreement or at such
other address as the Company or the Holder may designate by ten (10) days advance written notice to the other parties hereto.


 


15.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


16.
GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by and construed under
the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within
the State of California without giving effect to conflicts of laws principles.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	7.



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of April , 2013.


 


	 	Bone
    Biologics, Inc.
	 	 	 
	 	By:	/s/
    William Jay Treat
	 	Name:	William
    Jay Treat
	 	Title:	President
    & CTO
	 	 	 
	 	Address:	100
        Rancho Rd., Suite 7 – 231

        

	 	 	Thousand
    Oaks, CA 91362


 


WARRANT
SIGNATURE PAGE


 




    	 



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
AURORA SFC SYSTEMS, INC.


 


(1)
[  ] The undersigned hereby elects to purchase _______ shares of _______ (the “Exercise Shares”) of Bone
Biologics Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


[  ]
The undersigned hereby elects to purchase _______ shares of _______ (the “Exercise Shares”) of Bone
Biologics, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in
Section 2.1 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.


 


(2)
Please issue a certificate or certificates representing said Exercise Shares in the name of the undersigned or in such other name
as is specified below:





______________________





(Name)


 


______________________





______________________


 (Address)


 



(3)
The undersigned represents that (i) the aforesaid Exercise Shares are being acquired for the account of the undersigned for investment
and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention
of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding
its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge
and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment
and protecting the undersigned’s own interests; (iv) the undersigned understands that Exercise Shares issuable upon exercise
of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among
other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered
under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption
from such registration is available; (v) the undersigned is aware that the aforesaid Exercise Shares may not be sold pursuant
to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for
the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information
to the public about the Company and the Company has not made such information available and has no present plans to do so; and
(vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Exercise Shares unless and
until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition
is made in accordance with said registration statement, or, if reasonably requested by the Company, the undersigned has provided
the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.


 


	 	 	 
	(Date)	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Print
    name)


 




    	 



    	 



    

 


ASSIGNMENT
FORM


 


	 	(To
    assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)	 


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:
    	 	 
	 	(Please
    Print)	 
	 	 	 
	Address:
    	 	 
	 	(Please
    Print)	 
	 	 	 
	Dated:	 _____________,
    20__	 
	Holder’s
    

    Signature 	 	 
	Holder’s
    

    Address: 	 	 





 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.