EXHIBIT 4.4






 


BONE
BIOLOGICS, INC.


 


AMENDMENT
NO. 1 TO

WARRANTS TO PURCHASE COMMON STOCK


 


This
Amendment No. 1 to Warrants To Purchase Common Stock (this “Amendment”)
is made as of August 2, 2013, by and between Bone Biologics, Inc., a California
corporation (the “Company”), and the undersigned holders of certain warrants to purchase Common Stock of the
Company (the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in that certain Note and Warrant Purchase Agreement, dated as of April 29, 2013 (collectively the “closing dates”
(the “Purchase Agreement”).


 


Recitals


 


WHEREAS,
pursuant to the Purchase Agreement, the Company previously issued certain warrants to purchase Common Stock to the Holders (the
“Existing Warrants”);


 


WHEREAS,
the Company and the Holders desire to amend the Existing Warrants as provided herein;


 


WHEREAS,
pursuant to Section 13 of each of the Existing Warrants, any term of such Existing Warrants may be amended by the written consent
of the Company and the Majority Holders (as defined in the Existing Warrants); and


 


WHEREAS,
the undersigned Holders constitute the Majority Holders (as defined in the Existing Warrants) and desire to amend the Existing
Warrants as provided below.


 


NOW,
THEREFORE, in consideration of the mutual agreements, covenants and considerations contained herein, the Company and the undersigned
Holders hereby agree to amend the Existing Warrants as follows:


 


 1. The second paragraph of each Existing warrant is hereby amended and restated in its entirety as set forth below:




 


“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) $1.00.”


 


2. Section
1(b) of each Existing Warrant is hereby amended and restated in its entirety as set forth below:


 


“(b)
Exercise Price” for each Exercise Share shall mean $1.00.”


 



    	 



    	 



    


 


3. Except
as expressly modified by this Amendment, all of the terms and conditions of the Existing Warrants are reaffirmed and shall remain
in full force and effect. Other than as stated in this Amendment, this Amendment shall not operate as a waiver of any condition
or obligation imposed on the parties under the Existing Warrants.


 


4. In
the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the Existing
Warrants, the provisions of this Amendment shall govern and control.


 


5. This
Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts
of law.


 


6. This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature
Page Follows]





 




    	 



    	 



    

 


In
Witness Whereof, the undersigned have executed this Amendment
No. 1 to Warrants to Purchase Common Stock as of the day and year first set forth above.


 


	 	COMPANY:
	 	 
	 	Bone
    Biologics, Inc.
	 	 	 
	 	By:	/s/
    Michael Schuler
	 	Name:	Michael
    Schuler
	 	Title:	CEO


 


Signature
Page to Amendment No. 1 to Warrants to Purchase Common Stock


 




    	 



    	 



    

 


In
Witness Whereof, the undersigned have executed this Amendment
No. 1 to Warrants to Purchase Common Stock as of the day and year first set forth above.


 


	 	HOLDER:
	 	 	 
	 	Musculoskeletal Transplant Foundation, Inc.
	 	 	 
	 	By:	/s/
    Michael J, Kawas
	 	Name:	Michael
J, Kawas
	 	Title:	EVP/CFO


 


Signature
Page to Amendment No. 1 to Warrants to Purchase Common Stock


 




    	 



    	 



    

 


In
Witness Whereof, the undersigned have executed this Amendment
No. 1 to Warrants to Purchase Common Stock as of the day and year first set forth above.


 


	 	HOLDER:
	 	 	 
	 	AFH
    Holding and Advisory, LLC
	 	 	 
	 	By:	/s/ Amir Heshmatpour
	 	Name:	Amir Heshmatpour
	` 	Title:	 


 


Signature
Page to Amendment No. 1 to Warrants to Purchase Common Stock


 




    	 



    	 



    

 


In
Witness Whereof, the undersigned have executed this Amendment
No. 1 to Warrants to Purchase Common Stock as of the day and year first set forth above.


 


	 	HOLDER:
	 	 	 
	 	Orthofix,
    Inc.
	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


Signature
Page to Amendment No. 1 to Warrants to Purchase Common Stock