Exhibit
10.2


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual Property
Security Agreement (this “Agreement”) is entered into as of May 25, 2016 by and among (i) SILICON VALLEY
BANK (“Bank”) and (ii) XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”),
BACTERIN INTERNATIONAL, INC., a Nevada corporation (“Bacterin”), X-SPINE SYSTEMS, INC., an Ohio corporation
(“X-spine”), and XTANT MEDICAL, INC., a Delaware corporation (“Xtant”, and together
with Holdings, Bacterin and X-spine, individually and collectively, jointly and severally, the “Grantor”).


 


RECITALS


 


A.           Bank
has agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the “Loans”)
in the amounts and manner set forth in that certain Loan and Security Agreement, dated as of the date hereof (as the same may be
further amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein
are used as defined in the Loan Agreement). Bank is willing to make the Loans to Grantor, but only upon the condition, among others,
that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is
described below) to secure the obligations of Grantor under the Loan Agreement.


 


B.           Pursuant
to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantor’s right, title and
interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.


 


NOW, THEREFORE, for
good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of its obligations under the Loan Agreement, Grantor hereby represents, warrants,
covenants and agrees as follows:


 


AGREEMENT


 


To secure its obligations
under the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest
in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”),
including, without limitation, the following:


 


1.          Any
and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing,
created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the
“Copyrights”);


 


2.          Any
and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;


 


3.          Any
and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;


 


4.          All
patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set
forth on Exhibit B attached hereto (collectively, the “Patents”);


 




     


     


    

 


5.          Any
trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections,
and the entire goodwill of the business of Grantor connected with and symbolized by such trademarks, including without limitation
those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


6.          All
mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without
limitation those set forth on Exhibit D attached hereto (collectively, the “Mask Works”);


 


7.          Any
and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right,
but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified
above;


 


8.          All
licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Mask Works and all license fees and royalties arising
from such use to the extent permitted by such license or rights;


 


9.          All
amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and


 


10.         All
proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing.


 


This security interest
is granted in conjunction with the security interest granted to Bank under the Loan Agreement. The rights and remedies of Bank
with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan
Documents, and those which are now or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of
Bank provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in equity
shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise
by Bank of any one or more of the rights, powers or remedies provided for in this Agreement, the Loan Agreement or any of the other
Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any
person, including Bank, of any or all other rights, powers or remedies.


 


[Signature page follows.]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.


 


	 	 	GRANTOR:
	 	 	 
	Address of Grantor:	 	 
	 	 	 
	c/o Xtant Medical Holdings, Inc.	 	 
	600 Cruiser Lane	 	 
	Belgrade, Montana 59714	 	 
	Attn:  Mr. John Gandolfo, Chief Financial Officer 	 	 
	Fax: (406) 388-0480	 	 
	Email:  jgandolfo@xtantmedical.com	 	 
	 	 	 
	XTANT MEDICAL HOLDINGS, INC.	 	BACTERIN INTERNATIONAL, INC.
	 	 	 
	By	/s/ John P. Gandolfo	 	By	/s/ John P. Gandolfo
	Name: John P. Gandolfo	 	Name: John P. Gandolfo
	Title:  CFO	 	Title:  CFO
	 	 	 
	X-SPINE SYSTEMS, INC.	 	XTANT MEDICAL, INC.
	 	 	 
	By	/s/ Daniel Goldberger	 	By	/s/ Daniel Goldberger 
	Name: Daniel Goldberger	 	Name: Daniel Goldberger
	Title:  CEO	 	Title:  CEO
	 	 	 
	 	 	BANK:
	 	 	 
	Address of Bank:	 	SILICON VALLEY BANK
	 	 	 
	Silicon Valley Bank 	 	By	/s/ Priya Iyer 
	504 Lavaca Street, Suite #1100 	 	Name: Priya Iyer
	Austin, Texas 78701	 	Title: Director
	Attn: Ms. Priya Iyer	 	 
	Fax: (512) 794-0885	 	 
	Email: piyer@svb.com