SET FORTH IN
ARTICLE 2 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Include the following legend on all Notes that are Transfer-Restricted
Securities (the "Restricted Note Legend"):]
THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE (AND ANY
BENEFICIAL INTEREST HEREIN) MAY NOT BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED,
EXCEPT:
(A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF;
(B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER
THE SECURITIES ACT;
(C)
TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED
INSTITUTIONAL BUYER AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;
OR
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(D)
UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT).
PRIOR TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE COMPANY AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE AND MAY RELY
UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
[Include the following legend for all Notes (the "Non-Affiliate Legend"):]
NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF BACTERIN
INTERNATIONAL HOLDINGS, INC. MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY
BENEFICIAL INTEREST HEREIN.
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No.: [
]
CUSIP: [
]
ISIN: [
]
Principal Amount $[__________]
[as revised by the Schedule of Increases
and Decreases of Global Note attached hereto]1
Bacterin International Holdings, Inc.
6.00% Convertible Senior Notes due 2021
Bacterin International Holdings, Inc., a Delaware corporation, promises to pay
to [ ],2 or registered assigns, the principal amount of $[ ] [(as revised by the
Schedule of Increases and Decreases of Global Note attached hereto)]3 on July
15, 2021.
Interest Payment Dates: [[___] and, thereafter,] January 15 and July 15 of each
year[, beginning on [___]].
Regular Record Dates: January 1 or July 1 of each year [(or [___], in the case
of the interest payment due on [___])].
Additional provisions of this Note are set forth on the other side of this Note.
1 Include for Global Notes only.
2 Insert Cede & Co. (or any other applicable Depositary or nominee thereof) for
Global Notes.
3 Include for Global Notes only.
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Bacterin International Holdings, Inc.
By:
Name:
Title:
Dated:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Wilmington Trust, National Association, as Trustee, certifies that this is one
of the Notes referred to in the within-mentioned Indenture.
By:
Authorized Signatory
Dated:
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[FORM OF REVERSE OF NOTE]
Bacterin International Holdings, Inc.
6.00% Convertible Senior Notes due 2021
This Note is one of a duly authorized issue of notes