ASSET PURCHASE AGREEMENT BY AND AMONG CTL MEDICAL CORPORATION, AMEDICA CORPORATION, AND US SPINE, INC.Asset Purchase Agreement • October 5th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 5, 2018 (the “Effective Date”) by and among CTL Medical Corporation, a Delaware corporation, or its assign (in either case, “Buyer”), Amedica Corporation, a Delaware corporation, (“Amedica”), and US Spine, Inc., a Delaware corporation (“US Spine”). Amedica and US Spine are from time to time hereinafter referred to as the “Seller.” Capitalized terms not otherwise defined in the body of this Agreement are used as defined in Exhibit A.
GUARANTYGuaranty • October 5th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Utah
THIS GUARANTY, is dated as of October 1, 2018, by DANIEL CHON, individually (the “Guarantor”), in favor of AMEDICA CORPORATION, a Delaware corporation (the “Seller”), and is executed in connection with that certain Asset Purchase Agreement, of even date herewith, by and among, Buyer, as buyer, and Seller and US SPINE, INC., a Delaware corporation, collectively, as sellers (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Agreement. In consideration of the Seller’s giving, in its discretion, time, credit, or other accommodations to Buyer and its successors in connection with the Agreement, Guarantor agrees as follows:
SECURITY AGREEMENTSecurity Agreement • October 5th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Utah
THIS SECURITY AGREEMENT (this “Agreement”) dated effective as of the 1st day of October, 2018, is executed by CTL Medical Corporation, a Delaware corporation (hereinafter referred to as the “Debtor”), whose mailing address is 4550 Excel Parkway, Suite 300, Addison, Texas 75001, for the benefit of Amedica Corporation, a Delaware corporation (hereinafter referred to as the “Secured Party”), whose mailing address is 1885 West 2100 South, Salt Lake City, Utah 84119.
SECURITY AGREEMENT RELATING TO RIGHT OF FIRST NEGOTIATIONSecurity Agreement • October 5th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Texas
THIS SECURITY AGREEMENT RELATING TO RIGHT OF FIRST NEGOTIATION (this “Agreement”), dated effective as of the 1st day of October, 2018, is executed by Amedica Corporation, a Delaware corporation (hereinafter referred to as the “Obligor”), whose mailing address is 1885 West 2100 South, Salt Lake City, Utah 84119, for the benefit of CTL Medical Corporation, a Delaware corporation (hereinafter referred to as the “Secured Party”), whose mailing address is 4550 Excel Parkway, Suite 300, Addison, Texas 75001
