EXHIBIT 10.2






 


THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


	Warrant
    No. 1	Number
    of Shares: 3,955,697
	Date of Issuance:
    October 24, 2014	(subject to adjustment)


 


BONE
BIOLOGICS, CORP.


 


Common
Stock Purchase Warrant


 


Bone
Biologics, Corp., a Delaware corporation (the “Company”), for value received, hereby certifies that Hankey
Capital, LLC, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section
6 below), up to 3,955,697 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of $0.001 par value
per share common stock of the Company (the “Common Stock”), at an exercise price of $1.58 per share. The shares
issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions
of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,”
respectively.


 


1.
Exercise.


 


(a)
Manner of Exercise. This Warrant may be exercised by the Registered Holder, at any time and from time to time on
or before the Expiration Date, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto
as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal
office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate
Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase
Price”), unless the Registered Holder exercises its net issue rights as set forth in Section 1(c) below. The Purchase
Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness
of the Company to the Registered Holder.


 


(b)
Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior
to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a)
above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such
exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock
to be represented by such certificates.


 




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(c)
Net Issue Exercise.


 


(i)
In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to receive shares
equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office
of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed
by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to
such Registered Holder a number of shares of Common Stock computed using the following formula:


 


	X
    =	Y
    (A - B)	 
	 	A	 


 


	 	Where	X
    =	The
    number of shares of Common Stock to be issued to the Registered Holder.
	 	 	 	 
	 		Y
    =	The
    number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A
    =	The
    fair market value of one share of Common Stock (at the date of such calculation).
	 	 	 	 
	 	 	B
    =	The
    Exercise Price (as adjusted to the date of such calculation).


 


(ii)
For purposes of this Section 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean:


 


(A)
if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s
Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission,
then the fair market value of Common Stock shall be the initial “Price to Public” per share specified in the final
prospectus with respect to the offering;


 


(B)
if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s
Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter:


 


(1)
if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall
be deemed to be the average of the closing prices over a 60 day period ending three days before the date of calculation; or


 


(2)
if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average
of the closing bid or sales price (whichever is applicable) over the 60 day period ending three days before the date of calculation;
or


 




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(C)
if neither (A) nor (B) is applicable, the fair market value shall be at the highest price per share which the Company could obtain
on the date of calculation from a willing buyer (not a current employee or director) for shares of the Common Stock sold by the
Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at
such time subject to a Significant Transaction as described in Section 6(b) below, in which case the fair market value per share
of the Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant
to such acquisition.


 


(d)
Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and
in any event within three business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered
to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes)
may direct:


 


	 	i.	a
    certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and
	 	 	 
	 	ii.	in
    case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date,
    calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect
    to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares
    purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment
    thereof).


 


2.
Adjustments.


 


(a)
Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a
greater number of shares or a dividend in Common Stock shall be paid in respect of the Common Stock, the Exercise Price in effect
immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such
subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of the Common
Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be
made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed
to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately
prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise
Price in effect immediately after such adjustment.


 


(b)
Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or
any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar
corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise
hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled
to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation,
the stock or other securities or property to which such holder would have been entitled upon such consummation if such holder
had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each
such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon
the exercise of this Warrant after such consummation.


 




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(c)
Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant
to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement
of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable after such adjustment.


 


3.
Transfers.


 


(a)
Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise
in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and
registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law
then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.
Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially
to the foregoing effect.


 


(b)
Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the
principal office of the Company.


 


(c)
Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders
of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder
of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly
assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address
as shown on the warrant register by written notice to the Company requesting such change.


 


4.
No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger,
dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.


 




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5.
Representations and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to
the Company as follows:


 


(a)
Purchase Entirely for Own Account. The Registered Holder acknowledges that this Warrant is given to the Registered
Holder in reliance upon the Registered Holder’s representation to the Company, which by its acceptance of this Warrant the
Registered Holder hereby confirms, that the Warrant, and the Warrant Stock (collectively, the “Securities”)
being acquired by the Registered Holder are being acquired for investment for the Registered Holder’s own account, not as
a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has
no present intention of selling, granting any participation in, or otherwise distributing the same except under circumstances
that will not result in a violation of the Securities Act or any other federal or state securities laws. By executing this Warrant,
the Registered Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to
any of the Securities. The Registered Holder represents that it has full power and authority to execute this Warrant. The Registered
Holder has not been formed for the specific purpose of acquiring any of the Securities.


 


(b)
Disclosure of Information. The Registered Holder has had an opportunity to discuss the Company’s business,
management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management.
The Registered Holder understands that such discussions, as well as any written information issued by the Company, were intended
to describe the aspects of the Company’s business which it believes to be material.


 


(c)
Restricted Securities. The Registered Holder understands that the Securities have not been registered under the
Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations
as expressed herein. The Registered Holder understands that the Securities are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Registered Holder must hold the Securities indefinitely
unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. The Registered Holder further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to,
the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside
of the Registered Holder’s control, and which the Company may not be able to satisfy.


 


(d)
No Public Market. The Registered Holder understands that no public market now exists for any of the securities issued
by the Company and that the Company has made no assurances that a public market will ever exist for the Securities.


 


(e)
Legends. The Registered Holder understands that the Securities, and any securities issued in respect of or exchanged
for the Securities, may bear one or all of the following legends:


 


(i)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 




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(ii)
Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the
certificate so legended.


 


(f)
Accredited Investor. The Registered Holder is either an accredited investor as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act or has such knowledge and experience (or is relying on a purchaser representative who has
such knowledge and experience) in financial and business matters that the Registered Holder is capable of evaluating the merits
and risks of acquiring the Securities.


 


6.
Termination. This Warrant (and the right to purchase Warrant Stock upon exercise hereof) shall terminate upon the
earliest to occur of the following (the “Expiration Date”): (a) the date that is three (3) years after the
Date of Issuance (b) the sale, conveyance or disposal of all or substantially all of the Company’s property or business
or the Company’s merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of
the Company) or any other transaction or series of related transactions in which more than 50% of the voting power of the Company
is disposed of (each a “Significant Transaction”), provided that this Section 6(b) shall not apply to
a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company
is the surviving corporation, or (c) the closing of a firm commitment underwritten public offering pursuant to a registration
statement under the Securities Act. In the event of a Significant Transaction, the Registered Holder shall thereafter be entitled
to purchase the kind and amount of shares of stock and other securities and property (including cash) which the Registered Holder
would have been entitled to receive had this Warrant been exercised immediately prior to the effective date of such Significant
Transaction.


 


7.
Limitations on Conversions. Notwithstanding anything to the contrary contained herein, at any time that any of
Company’s equity securities are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), the number of Common Stock shares that may be acquired by the Registered Holder upon any exercise
of this Warrant, or otherwise in respect hereof, shall be limited to the extent necessary to insure that, following such exercise,
or other acquisition, the total number of Common Stock shares then beneficially owned by Payee and its Affiliates (as defined
in Section 13(d) of the Exchange Act) and any other persons whose beneficial ownership of the common stock shares would be aggregated
with Payee’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the “5% Maximum Percentage”)
of the total number of issued and outstanding Common Stock shares (including for such purpose the Common Stock shares issuable
upon such exercise or other acquisition). For such purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Company shall, instead of issuing or transferring
Common Stock shares in excess of the limitation referred to herein, suspend its obligation to issue Common Stock shares in excess
of the foregoing limitation until such time, if any, as such Common Stock shares may be issued in compliance with such limitation;
provided, that, by written notice to Company, Payee may waive the provisions of this section or increase or decrease the 5% Maximum
Percentage to any other percentage specified in such notice; provided further that any such waiver or increase or decrease will
not be effective until the 61st day after such notice is received by Company.


 


8.
Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery
upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time
shall be issuable upon the exercise of this Warrant.


 




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9.
Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed,
to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue
and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like
tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of the Common Stock
called for on the face or faces of the Warrant or Warrants so surrendered.


 


10.
Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety
if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


11.
No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have
or exercise any rights by virtue hereof as a stockholder of the Company.


 


12.
No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder.
In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s
Board of Directors.


 


13.
Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by
the party against which enforcement of the amendment or waiver is sought.


 


14.
Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing
or interpreting any provision of this Warrant.


 


15.
Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State
of Delaware, without giving effect to principles of conflicts of law.


 


16.
Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall
inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.


 


17.
Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.


 


18.
Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such
provision or provisions shall be excluded from this Warrant, and the balance of this Warrant shall be interpreted as if such provision
or provisions were so excluded and shall be enforceable in accordance with its terms.


 




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19.
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this
Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power or remedy of such
non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default
be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval
of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any
party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


20.
Notices. Unless otherwise provided herein, any notice required or permitted by this Warrant shall be in writing
and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours
after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified
at such party’s address as set forth on the signature page, or as subsequently modified by written notice.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties have executed this Common Stock Purchase Warrant as of the date first forth above.


 


	 	BONE
    BIOLOGICS, CORP.:
	 	 
	 	By:	/s/
    Michael Schuler
	 	Name:	Michael Schuler
	 	Title:	Chief Executive
    Officer
	 	Address:	175
                                         May Street, Suite 400

        

	 	 	Edison,
        NJ 08837
	 	 	 
	 	HANKEY
    CAPITAL, LLC
	 	 
	 	By:	/s/
    W. Scott Dobbins
	 	Name:	W. Scott Dobbins
	 	Title:	President
	 	Address:	4751 Wilshire
    Blvd #110
	 	 	Los Angeles, CA
    90010


 




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EXHIBIT
A


 


PURCHASE/EXERCISE
FORM


 


	To:	Bone
    Biologics, Corp.	Dated:


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant No. 1 (the “Warrant”), hereby irrevocably
elects to (a) purchase _____ shares of the Common Stock covered by the Warrant and herewith makes payment of $ ________, representing
the full purchase price for such shares at the price per share provided for in the Warrant, or (b) exercise the Warrant for ________
shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of the Warrant.


 


The
undersigned acknowledges that it has reviewed the representations and warranties contained in Section 5 of the Warrant and by
its signature below hereby makes such representations and warranties to the Company. Defined terms used but not defined in this
Purchase/Exercise Form shall have the meanings assigned to them in the Warrant.


 


	 	Signature:	 
	 	Name (print):	 
	 	Title (if applic.):	 
	 	Company (if applic.):	 


 




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EXHIBIT
B


 


ASSIGNMENT
FORM


 


FOR
VALUE RECEIVED, ____________________________________ hereby sells, assigns and transfers all of the rights of the undersigned
under the attached Warrant with respect to the number of shares of Common Stock covered thereby set forth below, to:


 


	Name
    of Assignee	Address/Fax
    Number	No.
    of Shares


 


 


 


 


 


 


	Dated:	 	 	Signature:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Witness:	 


 








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