—] Shares Amedica Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • January 29th, 2014 • Surgical & medical instruments & apparatus • Delaware
This certifies that, for value received, [ ], (referred to herein as the “Holder”), is entitled to purchase from Amedica Corporation, a Delaware corporation with offices at 1885 West 2100 South, Salt Lake City, UT 84119 (the “Company”), [ ] ([ ]) shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), as such number and class of securities may be adjusted in accordance with the terms of Section 4 below, for the Stated Purchase Price (defined below), at any time commencing on the first anniversary of the date hereof and shall terminate at 5:00 p.m. (New York City time) on the Warrant Expiration Date (as defined below) in accordance with the terms hereof. “Stated Purchase Price” shall mean the purchase price to be paid upon exercise of this Warrant in accordance with the terms hereof, which price initially shall be $2.20 per share of Common Stock. The Stated Purchase Price shall be subject to adjustment from time to time pursuant to the provisions of Section 4 b
DISTRIBUTION AGREEMENTDistribution Agreement • January 29th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
This DISTRIBUTION AGREEMENT (the “Agreement”), by and between AMEDICA CORPORATION, a Delaware corporation with a principal place of business at 1885 West 2100 South, Salt Lake, City, Utah 84119 (“Amedica”) and Orthopaedic Synergy, Inc., a Delaware corporation with a principal place of business at 50 O’Connell Way #10, East Taunton, MA 02718 (the “OSI”) is effective as of the 22nd day of February, 2010 (the “Effective Date”). Amedica and OSI are each referred to herein as a “Party” and collectively as the “Parties.”
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 28, 2014, is entered into by and among AMEDICA CORPORATION, a Delaware corporation (“Borrower”), US SPINE, INC., a Delaware corporation (“Guarantor”), the Lenders (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), in its capacity as administrative and collateral agent (together with its successors and assigns in such capacity, the “Agent”) for the Lenders (as defined below).
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • January 29th, 2014 • Surgical & medical instruments & apparatus • Delaware
This Amendment to Warrant to Purchase Shares of Common Stock (this “Amendment”) dated as of December 23, 2013, is made by and between Amedica Corporation, a Delaware corporation (the “Company”), and the undersigned, (the “Warrant Holder”), and it hereby amends that certain Warrant to Purchase Shares of Common Stock of the Company originally issued as of [August 30/September 19], 2013 (the “Existing Warrant”), in connection with the Company’s offering of up to 100 units wherein each unit consisted of 50,000 shares of the Company’s Series F Convertible Preferred Stock and one five year warrant to acquire 25,000 shares of the Company’s common stock exercisable at $1.00 per share.
JOINT DEVELOPMENT AND LICENSE AGREEMENTConfidential Treatment Requested • January 29th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • Utah
This Joint Development Agreement (the “Agreement”) entered into as of the 8th day of February, 2010 (the “Effective Date”) is by and between Amedica Corporation, a Delaware corporation with a principal place of business at 1885 West 2100 South, Salt Lake, City, Utah 84119 (“Amedica”) and Orthopaedic Synergy, Inc., a Delaware corporation with a principal place of business at 50 O’Connell Way #10, East Taunton, MA 02718 (“OSI”). Amedica and OSI are each referred to herein as a “Party” and collectively as “Parties”.
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • January 29th, 2014 • Surgical & medical instruments & apparatus • Delaware
This Amendment to Warrant to Purchase Shares of Common Stock (this “Amendment”) dated as of December 23, 2013, is made by and between Amedica Corporation, a Delaware corporation (the “Company”), and the undersigned, TGP Securities, Inc. (the “Warrant Holder”), and it hereby amends that certain Warrant to Purchase Shares of Common Stock of the Company originally issued as of [August 30/September 19], 2013 (the “Existing Warrant”), in connection with the Company’s offering of up to 100 units wherein each unit consisted of 50,000 shares of the Company’s Series F Convertible Preferred Stock and one five year warrant to acquire 25,000 shares of the Company’s common stock exercisable at $1.00 per share.
