RESTRUCTURING AND EXCHANGE AGREEMENT BY AND AMONG XTANT MEDICAL HOLDINGS, INC., ORBIMED ROYALTY OPPORTUNITIES II, LP, ROS ACQUISITION OFFSHORE LP, AND THE CONSENTING NOTEHOLDERS PARTIES HERETO Dated as of January 11, 2018Restructuring and Exchange Agreement • January 12th, 2018 • Xtant Medical Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This RESTRUCTURING AND EXCHANGE AGREEMENT, dated as of January 11, 2018 (this “Agreement”), by and among: (i) Xtant Medical Holdings, Inc. (the “Company”); (ii) OrbiMed Royalty Opportunities II, LP (“OrbiMed”) and ROS Acquisition Offshore LP (“ROS” and, together with OrbiMed, the “Investors”); and (iii) the undersigned holders of Convertible Notes (as defined below) of the Company (each such holder, solely in its capacity as such a holder, a “Consenting Noteholder” and collectively the “Consenting Noteholders”). Each of the Company, the Investors and the Consenting Noteholders may hereinafter be referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are used and are not otherwise defined herein have the meanings given to them in Section 1.1.
