CERTIFIED
TRUE COPY


 


	BANK
    OF AMERICA – CONFIDENTIAL	PAGE:  1


 


DATE: JULY
25, 2014


 


IRREVOCABLE
                                         STANDBY LETTER OF CREDIT NUMBER: 68105133



 


	 	ISSUING
                                         BANK

        BANK
        OF AMERICA, N.A.

        ONE
        FLEET WAY

        PA6-580-02-30

        SCRANTON,
PA 18507-1999 

	 	 
	BENEFICIARY

        AFH
        HOLDING & ADVISORY, LLC

        AMIR
        F HESHMATPOUR

        CHAIRMAN
        & MANAGING DIRECTOR

        9595
WILSHIRE BLVD SUITE 700 
	APPLICANT

        MUSCULOSKELETAL
        TRANSPLANT

        FOUNDATION,
        INC.

        125
        MAY STREET

        EDISON,
        NJ 08837

	 	 
	BEVERLY
HILLS, CA 90212 
	 


 


AMOUNT


NOT EXCEEDING
USD 340,000.00


NOT EXCEEDING
THREE HUNDRED FORTY THOUSAND AND 00/100’S US DOLLARS


 


EXPIRATION


JULY 25,
2015 AT OUR COUNTERS


 


GENTLEMEN:


 


WE HEREBY
OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER 68105133 IN YOUR FAVOR.


 


THIS CREDIT
IS AVAILABLE WITH BANK OF AMERICA BY PAYMENT AGAINST PRESENTATION OF BENEFICIARY’S DRAFT(S) AT SIGHT DRAWN ON BANK OF AMERICA
N.A.


 


DRAFT(S)
MUST BE ACCOMPANIED BY:


 


1.THE
ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY.


 


2.AN
AFFIDAVIT SIGNED BY AFH HOLDING AND ADVISORY LLC, CERTIFYING ONE OF THE FOLLOWING:


 


QUOTE


 


A.
BONE BIOLOGICS HAS FAILED TO RECEIVE EXTERNAL FUNDING TO EXTINGUISH THE FULL AMOUNT OF $340,000 OR A PORTION THEREOF STILL
OWED UNDER THE PURCHASE AGREEMENT TO ACQUIRE AFH ACQUISITION X, OR HAS NOT PAID AMOUNTS DUE AND OUTSTANDING. AS OF THE DATE
OF THIS DRAWING SUCH PAYMENT HAS NOT BEEN RECEIVED, AND THEREFORE WE DRAW IN THE AMOUNT OF $___________ OWED BY
BONE BILOGICS.


 






    	 



    	 



    

  


 


 


CERTIFIED TRUE COPY


 


	BANK
    OF AMERICA – CONFIDENTIAL	PAGE:  2



 


UNQUOTE


 


QUOTE


 


B. BONE
BIOLOGICS HAS RECEIVED EXTERNAL FUNDING TO EXTINGUISH THE FULL AMOUNT OF $340,000 OR A PORTION THEREOF STILL OWED UNDER THE PURCHASE
AGREEMENT TO ACQUIRE AFH ACQUISITION X, BUT HAS NOT PAID AMOUNTS DUE AND OUTSTANDING. AS OF THE DATE OF THIS DRAWING SUCH PAYMENT
HAS NOT BEEN RECEIVED, AND THEREFORE WE DRAW IN THE AMOUNT OF $ OWED BY BONE BILOGICS.


 


UNQUOTE


 


PARTIAL
DRAWINGS AND MULTIPLE DRAWINGS ARE ALLOWED.


 


DRAFT(S)
MUST STATE “DRAWN UNDER BANK OF AMERICA N.A., STANDBY LETTER OF CREDIT NUMBER 68105133 DATED JULY 22, 2015.”


 


DRAFT(S)
AND DOCUMENTS SHALL BE PRESENTED AT OUR OFFICES AT BANK OF AMERICA, N.A. ONE FLEET WAY, PA6-580 - 02-30, SCRANTON, PA 18507-1999,
ATTN: GLOBAL TRADE OPERATIONS, STANDBY UNIT.


 


THIS LETTER
OF CREDIT IS TRANSFERABLE IN FULL AND NOT IN PART. ANY TRANSFER MADE HEREUNDER MUST CONFORM STRICTLY TO THE TERMS HEREOF AND TO
THE CONDITIONS OF RULE 6 OF THE INTERNATIONAL STANDBY PRACTICES (ISP98) FIXED BY THE INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION
NO. 590. SHOULD YOU WISH TO EFFECT A TRANSFER UNDER THIS CREDIT, SUCH TRANSFER WILL BE SUBJECT TO THE RETURN TO US OF THE ORIGINAL
CREDIT INSTRUMENT, ACCOMPANIED BY OUR FORM OF TRANSFER, PROPERLY COMPLETED AND SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR FIRM,
BEARING YOUR BANKERS STAMP AND SIGNATURE AUTHENTICATION AND PAYMENT OF OUR TRANSFER FEE. SUCH TRANSFER FORM TRANSFER FORM IS AVAILABLE
UPON REQUEST.


 


COMMUNICATIONS
WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND SHALL BE ADDRESSED TO US AT ONE FLEET WAY, PA6-580 - 02 - 30, SCRANTON,
PA 18507-1999, ATTN: GLOBAL TRADE OPERATIONS, STANDBY UNIT, PHONE: 1-800-370-7519, SPECIFICALLY REFERRING TO THE NUMBER OF THIS
LETTER OF CREDIT.


 


EXCEPT AS
OTHERWISE EXPRESSLY STATED HEREIN, THIS CREDIT IS ISSUED SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 590.


 


IF YOU REQUIRE
ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION, PLEASE CALL 800-370-7519 OPT 1 .


 




    	 



    	 



    


 


 


 


CERTIFIED
TRUE COPY


 


	BANK
    OF AMERICA – CONFIDENTIAL	PAGE:  3




 


THIS IS
AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 68105133


 


 





 






AUTHORIZED
SIGNATURE


THIS
DOCUMENT CONSISTS OF 3 PAGE(S).


 






    	 



    	 



    

 


 


 





	BANK
OF AMERICA – CONFIDENTIAL 
	PAGE:  1



 


	DATE:
JULY 28, 2014 



	 
	AMENDMENT
TO IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 68105133 

	 
	AMENDMENT
NUMBER 1 






 


	 	ISSUING
                                         BANK

        BANK
        OF AMERICA, N.A.

        ONE
        FLEET WAY

        PA6-580-02-30

        SCRANTON,
PA 18507-1999 

	 	 
	BENEFICIARY

        AFH
        HOLDING & ADVISORY, LLC

        AMIR
        F HESHMATPOUR

        CHAIRMAN
        & MANAGING DIRECTOR

        10830
        MASSACHUSETTS AVE
	APPLICANT

        MUSCULOSKELETAL
        TRANSPLANT

        FOUNDATION,
        INC.

        125
        MAY STREET

        EDISON,
NJ 08837 




 



PENTHOUSE SUITE


LOS
        ANGELES, CA 90 024


 


 THIS AMENDMENT
IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE CRED: AND MUST BE ATTACHED THERETO.


 


THE ABOVE
MENTIONED CREDIT IS AMENDED AS FOLLOWS:


 


THE BENEFICIARY
HAS BEEN AMENDED TO:


AFH HOLDING
& ADVISORY, LLC


AMIR F HESHMATPOUR


CHAIRMAN
& MANAGING DIRECTOR


10830 MASSACHUSETTS
AVE


 


PENTHOUSE
SUITE


LOS ANGELES,
CA 90024


 


ALL OTHER
TERMS AND CONDITIONS REMAIN UNCHANGED.


 


IF YOU REQUIRE
ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS AMENDMENT, PLEASE CALL 800-370-7519 OPT 1 .


 






    	 



    	 



    

 


 


 


	BANK
OF AMERICA – CONFIDENTIAL 
	PAGE:  2




 


 





 









AUTHORIZED
SIGNATURE


THIS
DOCUMENT CONSISTS OF 2  PAGE(S).