Sincerely,
August 28, 2014
Bone Biologics, Inc.
175 May Street, Suite 400
Edison, NJ 08837
Attn: | Bruce Stroever, Chairman | |
Michael Schuler, CEO | ||
William Jay Treat, President |
Musculoskeletal Transplant Foundation
125 May Street
Edison, NJ 08837
Attn: | Bruce Stroever, President, CEO |
Dear Mr. Stroever and Mr. Schuler:
Reference is made to the Amended and Restated Letter of Intent, dated as of May 7, 2014 (the “LOI”), by and among AFH Holding and Advisory, LLC, Bone Biologics, Inc., and the Musculoskeletal Transplant Foundation. This letter shall constitute the parties’ agreement that:
1. Amendment.
(a) The first sentence of the section titled “Termination” (beginning with “After the execution” and ending with “to May 30, 2014”) is hereby deleted in its entirety and replaced with the following sentence:
“After the execution of this LOI by the parties, this LOI may be terminated: (i) upon the mutual written agreement of AFH Advisory and the Company, (ii) by AFH Advisory as a result of the material breach by the Company of the binding provisions of this LOI, (iii) by the Company as a result of the material breach by AFH Advisory of the binding provisions of this LOI, (iv) by either party as a direct result of a material finding from due diligence, in such party’s reasonable discretion, which must be exercised within the next ninety (90) days but in no event later than the execution of the agreement setting forth the material terms of the Business Combination (whichever occurs first) after such time this subparagraph (iv) will expire or (v) by either AFH Advisory or the Company in the event Closing II has not occurred prior to September 30, 2014.
Binding Effect. Except as amended hereby, the terms and provisions set forth in the LOI shall remain in full force and effect and, to the extent applicable under the terms of the LOI, be binding on the parties thereto.
2. Counterparts. This letter may be signed in counterparts (including by facsimile or electronic mail transmission), any one of which need not contain the signature of more than one party, but all such counterparts taken together will constitute one and the same agreement.
Sincerely,
AFH HOLDING AND ADVISORY, LLC | ||
By: | ||
Name: | Amir F. Heshmatpour | |
Title: | Managing Director | |
DATED: |
ACKNOWLEDGED AND AGREED:
BONE BIOLOGICS, INC. | MUSCULOSKELETAL TRANSPLANT FOUNDATION | |||
By: | By: | |||
Name: | William Jay Treat | Name: | Michael J. Kawas | |
Title: | President | Title: | Executive Vice President and Chief Financial Officer | |
DATED: | DATED: |
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