EXHIBIT 10.4



 


Bone Biologies, Corp.

175 May St. Suite 400

Edison, NJ 08837


 


July 1, 2014


 


Bruce Stroever, CEO

Musculoskeletal Transplant Foundation

125 May Street

Edison, NJ 08837


 


Re:   Director Offer
Letter


 


Dear Mr. Stroever:


 


Bone Biologies, 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 Commission (the “SEC”)
by the Company. Initially, you shall be appointed to serve as the Chairman of the Board. 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 Biologies, 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.


 




    	 



    	 



    


 


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 the “Management Consulting Agreement” between Musculoskeletal Transplant Foundation, Inc. and
the Company.


 


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.


 


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;


 




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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.


 


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.


 




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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.


 


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 BIOLOGIES, CORP.
	 	 	 
	 	By:	/s/
    Michael Schuler
	 	Name:	Michael Schuler
	 	Title:	Chief Executive Officer



 

	AGREED AND ACCEPTED:	 
	 	 	 
	 	/s/
    Bruce Stroever	 
	Name:	Bruce Stroever