Exhibit
4.2


 


THIS
WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


XTANT
MEDICAL HOLDINGS, INC.


 


WARRANT


 


dated
as of May 6, 2020


 


THIS
CERTIFIES THAT, for value received, ORBIMED ROYALTY OPPORTUNITIES II, LP or its successors or permitted assigns (such Person and
such successors and assigns each being the “Warrant Holder” with respect to the Warrant held by it), at any time and
from time to time on any Business Day on or prior to 5:00 p.m. (New York City time), on the Expiration Date (as herein defined),
is entitled (a) to subscribe for the purchase from Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”),
868,016 Shares at a price per Share equal to the Exercise Price (as herein defined), and (b) to the other rights set forth herein;
provided that the number of Shares issuable upon any exercise of this Warrant and the Exercise Price shall be adjusted
and readjusted from time to time in accordance with Section 4. By accepting delivery hereof, the Warrant Holder agrees
to be bound by the provisions hereof.


 


IN
FURTHERANCE THEREOF, the Company irrevocably undertakes and agrees for the benefit of the Warrant Holder as follows:


 


Section
1. Definitions and Construction.


 


(a)
Certain Definitions. As used herein (the following definitions being applicable in both singular and plural forms):


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with such Person.


 


“Appraised
Value” means at any time the fair market value thereof determined in good faith by the Board of Directors of the
Company as of a date which is within ten days of the date as of which the determination is to be made, subject to the rights of
the Requisite Holders pursuant to Section 4(m).


 


“Business
Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized
by law to close.


 


“Closing
Price” means, for any trading day with respect to a Share, (a) the last reported sale price on such day on the principal
national securities exchange on which the Shares are listed or admitted to trading or, if no such reported sale takes place on
any such day, the average of the closing bid and asked prices thereon, as reported in The Wall Street Journal, or (b) if
such Shares shall not be listed or admitted to trading on a national securities exchange, the last reported sales price on the
NASDAQ National Market System or, if no such reported sale takes place on any such day, the average of the closing bid and asked
prices thereon, as reported in The Wall Street Journal, or (c) if such Shares shall not be quoted on such National Market
System nor listed or admitted to trading on a national securities exchange, then the average of the closing bid and asked prices,
as reported by The Wall Street Journal for the over-the-counter market; provided that if clause (a), (b), or (c)
applies and no price is reported in The Wall Street Journal for any trading day, then the price reported in The Wall
Street Journal for the most recent prior trading day shall be deemed to be the price reported for such trading day.


 




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“Commission”
means the Securities and Exchange Commission or any other Federal agency administering the Securities Act at the time.


 


“Exchange
Act” means the Securities Exchange Act of 1934, or any successor Federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


“Exercise
Amount” means for any number of Warrant Shares as to which this Warrant is being exercised the product of (i) such
number of Warrant Shares times (ii) the Exercise Price.


 


“Exercise
Price” means $0.01 per Warrant Share, as adjusted from time to time pursuant to Section 4.


 


“Expiration
Date” means May 6, 2030.


 


“Initial
Holder” means OrbiMed Royalty Opportunities II, LP.


 


“Market
Price” on any day means (a) the unweighted average of the daily Closing Prices per Share for the 20 consecutive
trading days prior to such date or (b) if clauses (a), (b) and (c) of the definition of “Closing Price” are inapplicable,
then the Appraised Value as of such day shall apply.


 


“Person”
means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Requisite
Holders” means at any time holders of Warrant Shares and Warrants representing at least a majority of all of the
Warrant Shares either outstanding or issuable upon the exercise of all the outstanding Warrants.


 


“Securities
Act” means the Securities Act of 1933, or any successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


 


“Shares”
means the Company’s currently authorized common stock, $0.000001 par value, and stock of any other class or other consideration
into which such currently authorized capital stock may hereafter have been changed.


 




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“Warrant”
means, as the context requires, this warrant and any successor warrant hereto or warrants issued upon a whole or partial transfer
or assignment of any such Share purchase warrant or of any such successor warrant hereto.


 


“Warrant
Shares” means the number of Shares issued or issuable upon exercise of this Warrant as set forth in the introduction
hereto, as adjusted from time to time pursuant to Section 4.


 


(b)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted,
all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with generally accepted accounting principles. When used herein, the term “financial statements”
shall include the notes and schedules thereto. References to fiscal periods are to fiscal periods of the Company.


 


(c)
Computation of Time Periods. With respect to the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each mean “to but excluding”. Periods of days shall be counted in calendar days unless otherwise stated.


 


(d)
Construction. Unless the context requires otherwise, references to the plural include the singular and to the singular
include the plural, references to any gender include any other gender, the part includes the whole, the term “including”
is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”
and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. Section,
subsection, clause, exhibit and schedule references are to this Warrant, unless otherwise specified. Any reference to this Warrant
includes any and all permitted alterations, amendments, changes, extensions, modifications, renewals, or supplements hereto or
hereof, as applicable.


 


(e)
Exhibits and Schedules. All of the exhibits and schedules attached hereto shall be deemed incorporated herein by reference.


 


(f)
No Presumption Against Any Party. Neither this Warrant nor any uncertainty or ambiguity herein shall be construed or resolved
using any presumption against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Warrant
has been reviewed by each of the parties and their counsel and, in the case of any ambiguity or uncertainty, shall be construed
and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of
all parties hereto.


 


Section
2. Exercise of Warrant.


 


(a)
Exercise and Payment. The Warrant Holder may exercise this Warrant in whole or in part, at any time or from time to time
on any Business Day, beginning six months after the date on which this Warrant is issued, on or prior to the Expiration Date,
by delivering to the Company either the original Warrant or a lost warrant affidavit, a duly executed notice (a “Notice
of Exercise”) in the form of Exhibit A and by payment to the Company of the Exercise Price per Warrant Share,
at the election of the Warrant Holder, either (i) by wire transfer of immediately available funds to the account of the Company
in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number
of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on
the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then
based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company
acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant
pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(ii) of Rule 144 under the Securities
Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided
for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference
herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance
with the terms of clause (ii).


 




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(b)
Effectiveness and Delivery. As soon as practicable but not later than five Business Days after the Company shall have received
such Notice of Exercise, (provided requisite payment shall have been received prior to such date), the Company shall execute and
deliver or cause to be executed and delivered, in accordance with such Notice of Exercise, a certificate or certificates representing
the number of Shares specified in such Notice of Exercise, issued in the name of the Warrant Holder or in such other name or names
of any Person or Persons designated in such Notice of Exercise. This Warrant shall be deemed to have been exercised and such Share
certificate or certificates shall be deemed to have been issued, and the Warrant Holder or other Person or Persons designated
in such Notice of Exercise shall be deemed for all purposes to have become a holder of record of Shares, all as of the date that
such Notice of Exercise.


 


(c)
Surrender of Warrant. The Warrant Holder shall surrender this Warrant to the Company when it delivers the Notice of Exercise,
and in the event of a partial exercise of the Warrant, the Company shall execute and deliver to the Warrant Holder, at the time
the Company delivers the Share certificate or certificates issued pursuant to such Notice of Exercise, a new Warrant for the unexercised
portion of the Warrant, but in all other respects identical to this Warrant.


 


(d)
Legend. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant
Shares are registered under the Securities Act, shall bear the following legend:


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


Any
certificate for Warrant Shares issued at any time in exchange or substitution for any certificate bearing such legend (unless
at that time such Warrant Shares are registered under the Securities Act) shall also bear such legend unless, in the written opinion
of counsel selected by the holder of such certificate (who may be an employee of such holder), which counsel and opinion shall
be reasonably acceptable to the Company, the Warrant Shares represented thereby need no longer be subject to restrictions on resale
under the Securities Act. If the Warrant is exercised when there is an effective registration statement covering the underlying
Warrant Shares, the certificate for the Warrant Shares shall not bear a legend.


 




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(e)
No Fractional Shares. No fractional Shares shall be issued by the Company in connection with any exercise of this Warrant.
If any fractional Shares would, but for this restriction, be issuable upon an exercise of the Warrant, in lieu of delivering such
fractional Shares, the number of Shares to be issued shall be rounded down to the next whole number and the Company shall pay
to the Warrant Holder, in cash, an amount equal to the same fraction times the Closing Price on the trading day immediately prior
to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day).


 


(f)
Expenses and Taxes. Except for taxes payable with respect to any income or revenue realized or recognized by the Warrant
Holder or any transferee thereof, the Company shall pay all expenses, taxes and owner charges payable in connection with the preparation,
issuance and delivery of certificates for the Warrant Shares and any new Warrants, except that if the certificates for the Warrant
Shares or the new Warrants are to be registered in a name or names other than the name of the Warrant Holder, funds sufficient
to pay all transfer taxes payable as a result of such transfer shall be paid by the Warrant Holder at the time of its delivery
of the Notice of Exercise or promptly upon receipt of a written request by the Company for payment.


 


Section
3. Validity of Warrant and Issuance of Shares.


 


(a)
The Company represents and warrants that this Warrant has been duly authorized, is validly issued, and constitutes the valid and
binding obligation of the Company.


 


(b)
The Company further represents and warrants that on the date hereof it has duly authorized and reserved, and the Company hereby
agrees that it will at all times until the Expiration Date have duly authorized and reserved, such number of Shares as will be
sufficient to permit the exercise in full of the Warrant, and that all such Shares are and will be duly authorized and, when issued
upon exercise of the Warrant, will be validly issued, fully paid and non-assessable, and free and clear of all security interests,
claims, liens, equities and other encumbrances.


 


Section
4. Antidilution Provisions. The Exercise Price in effect at any time, and the number of Warrant Shares that may be purchased
upon any exercise of the Warrant, shall be subject to change or adjustment as follows:


 


(a)
Share Reorganization. If the Company shall subdivide its outstanding Shares into a greater number of Shares, by way of
a stock split, stock dividend or otherwise, or consolidate its outstanding Shares into a smaller number of Shares (any such event
being herein called a “Share Reorganization”), then (i) the Exercise Price shall be adjusted, effective
immediately after the effective date of such Share Reorganization, to a price determined by multiplying the Exercise Price in
effect immediately prior to such effective date by a fraction, the numerator of which shall be the number of Shares outstanding
on such effective date before giving effect to such Share Reorganization and the denominator of which shall be the number of Shares
outstanding after giving effect to such Share Reorganization, and (ii) the number of Shares subject to purchase upon exercise
of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of Shares subject
to purchase immediately before such Share Reorganization by a fraction, the numerator of which shall be the number of Shares outstanding
after giving effect to such Share Reorganization and the denominator of which shall be the number of Shares outstanding immediately
before giving effect to such Share Reorganization.


 




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(b)
[Reserved].


 


(c)
Special Distributions; Above Market Purchases of Securities.


 


(i)
If the Company shall issue or distribute to any holder or holders of Shares evidences of indebtedness, any other securities of
the Company or any cash, property or other assets (excluding (i) a Share Reorganization and (ii) a Share Distribution), whether
or not accompanied by a purchase, redemption or other acquisition of Shares (any such non-excluded event being herein called a
“Special Distribution”), then the Warrant Holder shall be entitled to a pro-rata Share of such Special
Distribution as though the Warrant Holder had fully exercised this Warrant immediately prior to the record date for such Special
Distribution, and the Company shall pay or distribute such pro-rata share to the Warrant Holder when paid or distributed to the
holders of the Shares. A reclassification of the Shares (other than a change in par value, or from par value to no par value or
from no par value to par value) into shares of any other class of stock shall be deemed to be a distribution by the Company to
the holders of its Shares of such class of stock and, if the outstanding Shares shall be changed into a larger or smaller number
of Shares as part of such reclassification, a Share Reorganization.


 


(ii)
If, at any time after the date hereof, the Company or any Subsidiary shall repurchase (a “Repurchase”),
by self-tender offer or otherwise, any securities of the Company at an aggregate repurchase price that exceeds the aggregate Market
Price for the securities repurchased determined as of the Business Day immediately prior to the earliest of (i) the date of such
Repurchase, (ii) the commencement of an offer to repurchase or (iii) the public announcement of either (such date being referred
to as the “Determination Date”), then the Exercise Price and the number of Warrant Shares issuable upon
exercise of this Warrant shall be adjusted as follows:


 


The
Exercise Price shall be reduced to an amount equal to the product of (A) the Exercise Price in effect immediately prior to such
issuance or sale times (B) a fraction, (I) the numerator of which shall be (x) the product of (1) the Market Price for the Shares
as of the Determination Date times (2) the number of Shares outstanding immediately following the consummation of the Repurchase
less (y) the Repurchase Premium (as defined below), and (II) the denominator of which shall be (x) the product of (1) the Market
Price for the Shares as of the Determination Date times (2) the number of Shares outstanding immediately following the consummation
of the Repurchase.


 


The
number of Warrant Shares issuable upon exercise of this Warrant shall be increased to the number of Shares determined by multiplying
(x) the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such distribution times (y) a fraction
(1) the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment in clause (A) of this Section
4(c)(ii) and (2) the denominator of which shall be the Exercise Price in effect immediately after such adjustment.


 


The
amount by which the aggregate repurchase price for all securities repurchased in any Repurchase (including for such purposes any
fees or other direct or indirect consideration payable in connection therewith) exceeds the aggregate Market Price for such securities
is referred to as the “Repurchase Premium”.


 




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(d)
Capital Reorganization. Without limiting any of the other provisions hereof, if any (i) capital reorganization; (ii) reclassification
of the capital stock of the Company; (iii) merger, consolidation or reorganization or other similar transaction or series of related
transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately
thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity)
less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving
or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (iv) sale, lease, license, transfer,
conveyance or other disposition of all or substantially all of the assets of the Company; (v) sale of shares of capital stock
of the Company, in a single transaction or series of related transactions, representing at least 50% of the voting power of the
voting securities of or economic interests in the Company; or (vi) “person” (together with his, her or its Affiliates)
or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) acquires, directly or indirectly, the
beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of outstanding shares of capital
stock and/or other equity securities of the Company, in a single transaction or series of related transactions (including, without
limitation, one or more tender offers or exchange offers), representing at least 50% of the voting power of or economic interests
in the then outstanding shares of capital stock of the corporation shall be effected (each of clauses (i)-(vi) above, a “Corporate
Reorganization”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall
be made whereby each Warrant Holder shall thereafter continue to have the right to purchase and receive upon the terms and conditions
herein specified and in lieu of the Warrant Shares issuable upon exercise of the Warrants held by such Warrant Holder, shares
of stock in the surviving or acquiring entity (“Acquirer”), as the case may be, such that the aggregate
value of the Warrant Holder’s warrants to purchase such number of shares, where the value of each new warrant to purchase
one share in the Acquirer is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A)
hereto, is equivalent to the aggregate value of the Warrants held by such Warrant Holder, where the value of each Warrant
to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix
(B) hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration
date as the Warrants, and shall have a strike price, KAcq, that is calculated in accordance with Appendix (A)
hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group
for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes
of this Section 4(d) and Appendix (A) hereto.


 


Moreover,
appropriate provision shall be made with respect to the rights and interests of each Warrant Holder to the end that the provisions
hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. The Company
shall not effect any such Corporate Reorganization unless prior to or simultaneously with the consummation thereof the successor
corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company
and the Requisite Holders to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants, at
the last address of such holder appearing on the books of the Company, such shares of stock, as, in accordance with the foregoing
provisions, such holder may be entitled to purchase, and the other obligations under these Warrants. The provisions of this Section
4(d) shall similarly apply to successive Corporate Reorganizations. If the Company, in spite of using its best efforts, is
unable to cause these Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate
Reorganization, then the Company shall pay the Warrant Holders an amount per Warrant to purchase one share in the Company that
is calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto. Such payment
shall be made in cash in the event that the Corporate Reorganization results in the Company or the shareholders of the Company
receiving cash from the Acquirer at the closing of the transaction, and shall be made in shares of the Company (with the value
of each share in the Company is determined according to SCorp in Appendix (B) hereto) for all other Corporate
Reorganizations. In the event that a Corporate Reorganization involves the payment of cash as well as other securities, such payment
to the Warrant Holders shall be also be made in both cash and shares in the same proportion as the cash and non-cash portions
of the considerations.


 




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(e)
Adjustment Rules.


 


(i)
Any adjustments pursuant to this Section 4 shall be made successively whenever any event referred to herein shall occur,
except that, notwithstanding any other provision of this Section 4, no adjustment shall be made to the number of Warrant
Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number
of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount
to 1% or more of the number of Warrant Shares to be so delivered.


 


(ii)
No adjustments shall be made pursuant to this Section 4 in respect of the issuance of Warrant Shares upon exercise of the
Warrant.


 


(iii)
If the Company shall take a record of the holders of its Shares for any purpose referred to in this Section 4, then (x)
such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company
shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 4
in respect of such action.


 


(iv)
In computing adjustments under this Section 4, (A) fractional interests in Shares shall be taken into account to the nearest
one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.


 


(f)
Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would
require an adjustment pursuant to this Section 4, the Company shall take any action which may be necessary, including obtaining
regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable
all Shares which the Warrant Holder is entitled to receive upon exercise of the Warrant.


 




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(g)
Notice of Adjustment. Not less than 20 days prior to the record date or effective date, as the case may be, of any action
which requires or might require an adjustment or readjustment pursuant to this Section 4, the Company shall give notice
to the Warrant Holder of such event, describing such event in reasonable detail and specifying the record date or effective date,
as the case may be, and, if determinable, the required adjustment and computation thereof. If the required adjustment is not determinable
at the time of such notice, the Company shall give notice to the Warrant Holder of such adjustment and computation as soon as
reasonably practicable after such adjustment becomes determinable. In connection with any such adjustment or readjustment, at
its sole cost and expense, the Company will also cause independent certified public accountants of recognized national standing
(which may be the regular auditors of the Company) selected by the Company to verify its computations and, in connection with
the preparation of the Company’s quarterly financial statements prepare a report setting forth such adjustment or readjustment
and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is
based, including a statement of (i) the consideration received or to be received by the Company for any Share Distribution issued
or sold or deemed to have been issued, (ii) the number of Shares outstanding or deemed to be outstanding, and (iii) the Exercise
Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by this Section 4)
on account thereof. The Company will forthwith mail a copy of each such report to the Warrant Holder and will, upon the written
request at any time of the Warrant Holder, furnish to such holder a like report setting forth the Exercise Price at the time in
effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its office
and will cause the same to be available for inspection at such office during normal business hours by the Warrant Holder or any
prospective purchaser of this Warrant designated by the Warrant Holder.


 


(h)
Subsequent Warrants. Irrespective of any adjustments in the Exercise Price or the number of Warrant Shares issuable upon
exercise of this Warrant, any successor or replacement warrants issued theretofore or thereafter may continue to express the same
Exercise Price per Share and number and kind of Warrant Shares as are stated in this Warrant.


 


(i)
Disputes. Any dispute which arises between the Warrant Holder and the Company with respect to the calculation of the adjusted
Exercise Price or Warrant Shares issuable upon exercise shall be determined by the independent auditors of the Company, and such
determination shall be binding upon the Company and the holders of the Warrants and the Warrant Shares if made in good faith and
without manifest error.


 


(j)
Other Actions Affecting Shares.


 


(i)
Equitable Equivalent. In case any event shall occur as to which the provisions of this Section 4 set forth above
hereof are not strictly applicable but the failure to make any adjustment would not, in the opinion of the Warrant Holder, fairly
protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of this Section
4, then, in each such case, at the request of the Warrant Holder, the Company shall appoint, at the Company’s expense,
a firm of independent investment bankers of recognized national standing (which shall be completely independent of the Company
and shall be satisfactory to the holder or the Requisite Holders), which shall give their opinion upon the adjustment, if any,
on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, in
an manner so as to reduce dilution, the purchase rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder of this Warrant and shall make the adjustments described therein.


 




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(ii)
No Avoidance. The Company shall not, by amendment of its certificate of incorporation or by-laws or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of securities 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 unlimited dilution or other impairment as if the holder was a shareholder of the
Company entitled to the benefit of fiduciary duties afforded to shareholders under Delaware law.


 


(k)
Calculation of Consideration Received. The consideration for the issue or sale of any Share Distribution shall, irrespective
of the accounting treatment of such consideration:


 


(i)
insofar as it consists of cash, be computed at the amount of cash actually received by the Company without reduction for any expenses
paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters,
dealers or others performing similar services in connection with such issue or sale;


 


(ii)
insofar as it consists of property (including securities) other than cash actually received by the Company, be computed at the
Appraised Value thereof at the time of such issue or sale; and


 


(iii)
insofar as it consists neither of cash nor of other property, be computed as having no value.


 


(l)
Adjustment of Par Value. If for any reason (including the operation of the adjustment provisions set forth in this Warrant),
the Exercise Price on any date of exercise of this Warrant shall not be lawful and adequate consideration for the issuance of
the relevant Warrant Shares, then the Company shall take such steps as are necessary (including the amendment of its certificate
of incorporation so as to reduce the par value of the Shares) to cause such Exercise Price to be adequate and lawful consideration
on the date the payment thereof is due, but if the Company shall fail to take such steps, then the Company acknowledges that the
Warrant Holder shall have been damaged by the Company in an amount equal to an amount, which, when added to the total Exercise
Price for the relevant Warrant Shares, would equal lawful and adequate consideration for the issuance of such Warrant Shares,
and the Company irrevocably agrees that if the Warrant Holder shall then forgive the right to recover such damages from the Company,
such forgiveness shall constitute, and the Company shall accept such forgiveness as, additional lawful consideration for the issuance
of the relevant Warrant Shares.


 


(m)
Appraisal.


 


(i)
If the Requisite Holders shall, for any reason whatsoever, disagree with the Company’s determination of the Appraised Value
of a Share, then such holders shall by notice to the Company (an “Appraisal Notice”) given within 60
days after the Company notifies the holders of such determination, elect to dispute such determination, and such dispute shall
be resolved as set forth in clause (ii) of this Section 4(m).


 




    	10



    	 



    

 


(ii)
The Company shall within 10 days after an Appraisal Notice shall have been given, engage an independent investment bank of national
repute (the “Appraiser”) selected by the Requisite Holders and retained pursuant to an engagement letter
between the Company and the Appraiser with respect to such valuation in form and substance reasonably acceptable to the Requisite
Holders, to make an independent determination of the Appraised Value of a Share; such value shall be determined without deduction
for (a) liquidity considerations, (b) minority shareholder status, or (c) any liquidation or other preference or any right of
redemption in favor of any other equity securities of the Company. The costs of engagement of such investment bank for any such
determination of Appraised Value shall be paid by the Company.


 


Section
5. [Reserved].


 


Section
6. Transfer of Warrant. The Warrant Holder upon transfer of the Warrant must deliver to the Company a duly executed Warrant
Assignment in the form of Exhibit B and upon surrender of this Warrant to the Company, the Company shall execute and deliver
a new Warrant with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified
in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred
or assigned, in the name of the Warrant Holder, and upon the Company’s execution and delivery of such new Warrant, this
Warrant shall promptly be cancelled; and provided that any assignee shall have all of the rights of the Initial Holder
hereunder. The Warrant Holder shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or
exchange of this Warrant shall be without charge to the Warrant Holder (except as provided above with respect to transfer taxes,
if any) and any new Warrant issued shall be dated the date hereof.


 


Section
7. Assistance in Disposition of Warrant or Warrant Shares. Notwithstanding any other provision herein, in the event that
it becomes unlawful for the Warrant Holder to continue to hold the Warrant, in whole or in part, or some or all of the Shares
held by it, or restrictions are imposed on the Warrant Holder by any statute, regulation or governmental authority which, in the
judgment of the Warrant Holder, make it unduly burdensome to continue to hold the Warrant or such Shares, the Warrant Holder may
sell or otherwise dispose of the Warrant (subject to the restrictions on transfer provided in Section 6) or its Shares,
and the Company agrees to provide reasonable assistance to the Warrant Holder in disposing of the Warrant and such Shares in a
prompt and orderly manner and, at the request of the Warrant Holder, to provide (and authorize the Warrant Holder to provide)
financial and other information concerning the Company to any prospective purchaser of the Warrant or Shares owned by the Warrant
Holder.


 


Section
8. Identity of Transfer Agent. The Transfer Agent for the Common Stock is Corporate Stock Transfer, Inc. with a mailing
address of 3200 Cherry Creek Drive South #430, Denver, CO 80209. Upon the appointment of any subsequent transfer agent for the
Shares, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.


 




    	11



    	 



    

 


Section
9. Covenants. The Company agrees that:


 


(a)
[Reserved].


 


(b)
[Reserved].


 


(c)
[Reserved].


 


(d)
Securities Filings; Rules 144 & 144A. The Company will (i) timely file any reports required to be filed by it under
the Securities Act, the Exchange Act or the rules and regulations adopted by the Commission thereunder, (ii) use its best efforts
to cooperate with the Warrant Holder and each holder of Warrant Shares in supplying such information concerning the Company as
may be necessary for the Warrant Holder or holder of Warrant Shares to complete and file any information reporting forms currently
or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale
of any Warrants or Warrant Shares, and (iii) take such further action as the Warrant Holder may reasonably request to the extent
required from time to time to enable the Warrant Holder to sell Warrant Shares without restriction and without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 or 144A under the Securities Act, as such Rules
may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission; provided that
this subsection (d) shall not require the Company to make any filing under the Securities Act or Exchange Act which the Company
is not otherwise obligated to make; and provided, further, that this subsection (d) shall not require the Company to make
any cash payment to the Warrant Holder.


 


(e)
Obtaining of Governmental Approvals and Stock Exchange Listings. The Company will, at its own expense, (i) obtain and keep
effective any and all permits, consents and approvals of governmental agencies and authorities which may from time to time be
required of the Company in order to satisfy its obligations hereunder, and (ii) take all action which may be necessary so that
the Warrant Shares, immediately upon their issuance upon the exercise of the Warrants, will be listed on each securities exchange,
if any, on which the Shares are then listed.


 


(f)
[Reserved].


 


(g)
Structural Dilution. So long as this Warrant remains outstanding, the Company shall not permit any of its Subsidiaries
to issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase,
or any warrants or options for the purchase of any equity securities of such Subsidiary or any securities convertible into or
exchangeable for such equity securities (or any rights to subscribe for or to purchase, or any warrants or options for the purchase
of any such convertible or exchangeable securities), whether or not immediately exercisable or exercisable prior to the Expiration
Date or thereafter.


 


(h)
Notices Of Corporate Action. In the event of:


 


(i)
any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any distribution, or any right to subscribe for, purchase or otherwise acquire any Shares or any other
securities or property, or to receive any other right, or


 




    	12



    	 



    

 


(ii)
any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation
or merger involving the Company and any other Person or any transfer of all or substantially all the assets of the Company to
any other Person, or any Corporate Reorganization, or


 


(iii)
any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or


 


(iv)
any issuance of any Shares, Convertible Security or Option by the Company,


 


the
Company will mail to the Warrant Holder a notice specifying (i) the date or expected date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right,
(ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, (iii) the time, if any such time is to be fixed, as of which the holders
of record of Shares (or other securities under Section 4(d)) shall be entitled to exchange their Shares (or other securities
under Section 4(d)) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization,
consolidation, merger, transfer, dissolution, liquidation or winding-up and a description in reasonable detail of the transaction
and (iv) the date of such issuance, together with a description of the security so issued and the consideration received by the
Company therefor. Such notice shall be mailed at least 20 days prior to the date therein specified.


 


Section
10. Lost, Mutilated or Missing Warrants. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant, and, in the case of loss, theft or destruction, upon receipt of indemnification
satisfactory to the Company (in the case of the Initial Holder its unsecured, unbonded agreement of indemnity or affidavit of
loss shall be sufficient) or, in the case of mutilation, upon surrender and cancellation of the mutilated Warrant, the Company
shall execute and deliver a new Warrant of like tenor and representing the right to purchase the same aggregate number of Warrant
Shares.


 


Section
11. Waivers; Amendments. Any provision of this Warrant may be amended or waived with (but only with) the written consent
of the Company and the Requisite Holders; provided that no such amendment or waiver shall, without the written consent
of the Company and the Warrant Holder, (a) change the number of Warrant Shares issuable upon exercise of the Warrant or the Exercise
Price, (b) shorten the Expiration Date, or (c) amend, modify or waive the provisions of this Section 11 or the definition
of “Requisite Holders”. Any amendment or waiver effected in compliance with this Section 11 shall be binding
upon the Company and the Warrant Holder. The Company shall give prompt notice to the Warrant Holder of any amendment or waiver
effected in compliance with this Section 11. No failure or delay of the Company or the Warrant Holder in exercising any
power or right hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. No notice or demand on the Company in any case shall entitle the Company to any other
or future notice or demand in similar or other circumstances. The rights and remedies of the Company and the Warrant Holder hereunder
are cumulative and not exclusive of any rights or remedies which it would otherwise have.


 




    	13



    	 



    

 


Section
12. Miscellaneous.


 


(a)
Shareholder Rights. The Warrant shall not entitle any Warrant Holder, prior to the exercise of the Warrant, to any voting
or other rights as a shareholder of the Company.


 


(b)
Expenses. The Company shall pay all reasonable expenses of the Warrant Holder, including reasonable fees and disbursements
of counsel, in connection with the preparation of the Warrant, any waiver or consent hereunder or any amendment or modification
hereof (regardless of whether the same becomes effective), or the enforcement of the provisions hereof; provided that the
Company shall not be required to pay any expenses of the Warrant Holder arising solely in connection with a transfer of the Warrant.


 


(c)
Successors and Assigns. All the provisions of this Warrant by or for the benefit of the Company or the Warrant Holder shall
bind and inure to the benefit of their respective successors and assigns.


 


(d)
Severability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


(e)
Notices. Any notice or other communication hereunder shall be in writing and shall be sufficient if sent by first-class
mail or courier, postage prepaid, and addressed as follows: (a) if to the Company, addressed to the Company at its address for
notices as set forth below its signature hereon or any other address as the Company may hereafter notify to the Warrant Holder
and (b) if to the Warrant Holder, addressed to such address as the Warrant Holder may hereafter from time to time notify to the
Company for the purposes of notice hereunder.


 


(f)
Equitable Remedies. Without limiting the rights of the Company and the Warrant Holder to pursue all other legal and equitable
rights available to such party for the other parties’ failure to perform its obligations hereunder, the Company and the
Warrant Holder each hereto acknowledge and agree that the remedy at law for any failure to perform any obligations hereunder would
be inadequate and that each shall be entitled to specific performance, injunctive relief or other equitable remedies in the event
of any such failure.


 


(g)
Continued Effect. Rights and benefits conferred on the holders of Warrant Shares pursuant to the provisions hereof (including
Section 6) shall continue to inure to the benefit of, and shall be enforceable by, such holders, notwithstanding the surrender
of the Warrant to, and its cancellation by, the Company upon the full or partial exercise or repurchase hereof.


 


(h)
Governing Law. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW.


 


(i)
Section Headings. The section headings used herein are for convenience of reference only and shall not be construed in
any way to affect the interpretation of any provisions of this Warrant.


 


[Signature
Page Follows.]


 




    	14



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized signatory as of the day and year first
above written.


 


	 	XTANT
    MEDICAL HOLDINGS, INC.
	 	 	 
	 	By	/s/
    Greg Jensen
	 	Name:
    	Greg
    Jensen
	 	Title:
    	Vice
    President, Finance and Chief Financial Officer


 


	 	Address
    for Notices:
	 	 
	 	Xtant
    Medical Holdings, Inc.
	 	664
    Cruiser Lane
	 	Belgrade,
    Montana 59714
	 	Attention:
    Greg Jensen


 


[Signature
Page to Warrant]


 




    	 



    	 



    

 


Exhibit
A to Warrant


 


Form
of Notice of Exercise


 


____________________,20___


 


To:
Xtant Medical Holdings, Inc.


 


Reference
is made to the Warrant dated __________. Terms defined therein are used herein as therein defined.


 


The
undersigned, pursuant to the provisions set forth in the Warrant, hereby irrevocably elects and agrees to purchase _______ Shares,
and makes payment herewith in full therefor at the Exercise Price of $_______________ in the following form: ___________________________________________________________.


 


[If
the number of Shares as to which the Warrant is being exercised is less than all of the Shares purchasable thereunder, the undersigned
hereby requests that a new Warrant representing the remaining balance of the Shares be registered in the name of ______________,
whose address is: _______________________________.]


 


The
undersigned hereby represents that it is exercising the Warrant for its own account or the account of an Affiliate for investment
purposes and not with the view to any sale or distribution and that the Warrant Holder will not offer, sell or otherwise dispose
of the Warrant or any underlying Warrant Shares in violation of applicable securities laws.


 


	 	[NAME
    OF WARRANT HOLDER]
	 	 	          
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[ADDRESS
    OF WARRANT HOLDER]


 




    	 



    	 



    

 


Exhibit
B to Warrant


 


Form
of Warrant Assignment


 


Reference
is made to the Warrant dated ____________, issued by [_______________________]. Terms defined therein are used herein as therein
defined.


 


FOR
VALUE RECEIVED ____________________ (the “Assignor”) hereby sells, assigns and transfers all of the rights of the
Assignor as set forth in such Warrant, with respect to the number of Warrant Shares covered thereby as set forth below, to the
Assignee(s) as set forth below:


 


Number
of Warrant Shares


 


 


	Name(s)
    of Assignee(s)	Address(es)	Number
    of Warrant Shares
	 	 	 
	 	 	 
	 	 	 


 


All
notices to be given by the Company to the Assignor as Warrant Holder shall be sent to the Assignee(s) at the above listed address(es),
and, if the number of Shares being hereby assigned is less than all of the Shares covered by the Warrant held by the Assignor,
then also to the Assignor.


 


In
accordance with Section 6 of the Warrant, the Assignor requests that the Company execute and deliver a new Warrant or Warrants
in the name or names of the assignee or assignees, as is appropriate, or, if the number of Shares being hereby assigned is less
than all of the Shares covered by the Warrant held by the Assignor, new Warrants in the name or names of the assignee or the assignees,
as is appropriate, and in the name of the Assignor.


 


The
undersigned represents that the Assignee has represented to the Assignor that the Assignee is acquiring the Warrant for its own
account or the account of an Affiliate for investment purposes and not with the view to any sale or distribution, and that the
Assignee will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares except under circumstances as will not
result in a violation of applicable securities laws.


 


Dated:
_________________, 20___


 


	 	[NAME
    OF ASSIGNOR]
	 	 	          
	 	By	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[ADDRESS
    OF ASSIGNOR]


 




    	 



    	 



    

 


APPENDIX
A


 


Black
Scholes Option Pricing formula to be used when calculating the value of each new warrant to purchase one share in the Acquirer
shall be:


 


CAcq
= SAcqe-λ(TAcq-tAcq)N(d1) – KAcqe-r(TAcq-tAcq)N(d2),
where


 


CAcq
= value of each warrant to purchase one share in the Acquirer


 


SAcq
= price of Acquirer’s stock as determined by reference to the average of the closing prices on the securities
exchange or Nasdaq Global Market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization
described in Section 4(d) if the Acquirer’s stock is then traded on such exchange or system, or the average of the
closing bid or sale prices (whichever is applicable) in the over-the-counter market over the 20-day period ending three trading
days prior to the closing of the Corporate Reorganization if the Acquirer’s stock is then actively traded in the over-the-counter
market, or the then most recently completed financing if the Acquirer’s stock is not then traded on a securities exchange
or system or in the over-the-counter market.


 


TAcq
= expiration date of new warrants to purchase shares in the Acquirer = TCorp


 


tAcq
= date of issue of new warrants to purchase shares in the Acquirer


 


TAcq-tAcq
= time until warrant expiration, expressed in years


 


σ
= volatility = annualized standard deviation of daily log-returns (using a 262-day annualization factor) of the Acquirer’s
stock price on the securities exchange or Nasdaq Global Market over a 20-day trading period, determined by the Warrant Holders,
that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Corporate
Reorganization described in Section 4(d) if the Acquirer’s stock is then traded on such exchange or system, or the
annualized standard deviation of daily-log returns (using a 262-day annualization factor) of the closing bid or sale prices (whichever
is applicable) in the over-the-counter market over a 20-day trading period, determined by the Warrant Holder, that is within the
100-day trading period ending on the trading day immediately after the public announcement of the Corporate Reorganization if
the Acquirer’s stock is then actively traded in the over-the-counter market, or 0.6 (or 60%) if the Acquirer’s stock
is not then traded on a securities exchange or system or in the over-the-counter market.


 


N
= cumulative normal distribution function


 


d1
= (ln(SAcq/KAcq) + (r-λ+σ2/2)(TAcq-tAcq)) ÷ (σ√(TAcq-tAcq))


 


ln
= natural logarithm


 


λ
= dividend rate of the Acquirer for the most recent 12-month period at the time of closing of the Corporate Reorganization.


 


KAcq
= strike price of new warrants to purchase shares in the Acquirer = KCorp * (SAcq / SCorp)


 


r
= annual yield, as reported by Bloomberg at time tAcq, of the United States Treasury security measuring the nearest
time TAcq


 


d2
= d1- σ√(TAcq-tAcq)


 




    	Appendix A-1



    	 



    

 


Appendix
B


 


Black
Scholes Option Pricing formula to be used when calculating the value of each Warrant to purchase one share in the Company shall
be:


 


CCorp
= SCorpe-λ(TCorp-tCorp)N(d1) – KCorpe-r(TCorp-tCorp)N(d2),
where


 


CCorp
= value of each Warrant to purchase one share in the Company


 


SCorp
= price of Company stock as determined by reference to the average of the closing prices on the securities exchange
or Nasdaq Global Market over the 20-day period ending three trading days prior to the closing of the Corporate Reorganization
described in Section 4(d) if the Company’s stock is then traded on such exchange or system, or the average of the
closing bid or sale prices (whichever is applicable) in the over-the-counter market over the 20-day period ending three trading
days prior to the closing of the Corporate Reorganization if the Company’s stock is then actively traded in the over-the-counter
market, or the then most recently completed financing if the Company’s stock is not then traded on a securities exchange
or system or in the over-the-counter market.


 


TCorp
= expiration date of Warrants to purchase shares in the Company


 


tCorp
= date of public announcement of transaction


 


TCorp-tCorp
= time until Warrant expiration, expressed in years


 


σ
= volatility = the annualized standard deviation of daily log-returns (using a 262-day annualization factor) of the Company’s
stock price on the securities exchange or Nasdaq Global Market over a 20-day trading period, determined by the Warrant Holders,
that is within the 100-day trading period ending on the trading day immediately after the public announcement of the Corporate
Reorganization described in Section 4(d) if the Company’s stock is then traded on such exchange or system, or the
annualized standard deviation of daily-log returns (using a 262-day annualization factor) of the closing bid or sale prices (whichever
is applicable) in the over-the-counter market over a 20-day trading period, determined by the Warrant Holder, that is within the
100-day trading period ending on the trading day immediately after the public announcement of the Corporate Reorganization if
the Company’s stock is then actively traded in the over-the-counter market, or 0.6 (or 60%) if the Company’s stock
is not then traded on a securities exchange or system or in the over-the-counter market.


 


N
= cumulative normal distribution function


 


d1
= (ln(SCorp/KCorp) + (r-λ+σ2/2)(TCorp-tCorp)) ÷
(σ√(TCorp-tCorp))


 


ln
= natural logarithm


 


λ
= dividend rate of the Company for the most recent 12-month period at the time of closing of the Corporate Reorganization.


 


KCorp
= strike price of warrant


 


r
= annual yield, as reported by Bloomberg at time tCorp, of the United States Treasury security measuring the nearest
time TCorp


 


d2
= d1- σ√(TCorp-tCorp)


 




    	Appendix B-1