FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT

FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT

THIS FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Amendment”) is effective as of August 11, 2011 (the “Effective Date”) by and between Bacterin International Holdings, Inc. (the “Company”) and Xxxxx Xxxxxxxx (“Consultant”). The Company and Consultant are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Parties recently entered into a Restricted Stock Agreement (the “Agreement”) with an effective date of June 1, 2011 even though the Agreement was not finally signed until August 11, 2011; and

WHEREAS, there were not enough authorized shares under the Company’s Equity Incentive Plan (the “Plan”) to make the grant contemplated by the Agreement on June 1, 2011;

WHEREAS, the June 1, 2011 grant date and the June 1, 2011 effective date in the Agreement were errors of administrative oversight; and

WHEREAS, the Parties wish to amend the Agreement to revise the grant date and the effective date from June 1, 2011 to August 11, 2011, the date the Agreement was finally signed by the Parties.

AGREEMENT

NOW, THEREFORE, the Parties hereby agree to amend the Agreement as follows:

1. The effective date in the preamble to the Agreement and the date of grant in Section 2 of the Agreement shall be August 11, 2011 instead of June 1, 2011.

2. All other provisions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, this First Amendment to Restricted Stock Agreement shall be effective as of the date first set forth above.

Bacterin International, Inc.			Consultant
By:	/s/ Xxx X. Xxxx		/s/ Xxxxx Xxxxxxxx
Name:	Xxx X. Xxxx		Xxxxx Xxxxxxxx
Title:	CEO