13D Filing: OrbiMed Advisors and Xtant Medical Holdings Inc. (XTNT)

(ii)

The minimum liquidity of the Issuer shall be $500,000 at all times.

(iii)

The minimum revenue base covenant will not be applicable for quarters ended after December 31, 2017.

(iv)

The Issuer will maintain a consolidated senior leverage ratio as follows:

Private Placement

As referenced above, the OrbiMed Purchasers have also agreed to purchase from the Issuer in the Private Placement, upon terms and conditions reasonably satisfactory to the OrbiMed Purchasers and the Issuer, simultaneously with the consummation of the Tier 2 Transaction, an aggregate of $6,809,887 of Shares at a price per share of $7.20 (which, on a pre-reverse stock split basis, equates to a price per share of $0.60).

The foregoing descriptions of the Restructuring Agreement, the Indenture, the Indenture Amendment, the 2016 SPA, the 2016 Notes, the 2016 Notes Amendment, the Indenture Notes SPA, the Indenture Notes, the PIK Notes SPA, the PIK Notes, the Registration Rights Agreement, the Investor Rights Agreement and the Facility Amendment do not purport to be complete and (i) in the case of  the Indenture, the Indenture Notes SPA, the Indenture Notes, the 2016 SPA, the 2016 Notes, the PIK Notes SPA, the PIK Notes, the Restructing Agreement, the Support Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the 2017 Notes Amendment are qualified in their entirety by reference to such documents that are attached hereto as Exhibits 2, 3, 4-5, 6, 7-8, 9, 10-11, 12, 13, 14, 15 and 16, respectively, and are incorporated by reference herein and (ii) in the case of the Indenture Amendment, the 2016 Notes Amendment, and the Facility Amendment are qualified in their entirety by reference to the definitive forms of such documents that will be filed by amendment to this Statement.  Other than as described in this Statement, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.