Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iy) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (iiz) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. any Lender and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) that Agent, the Lenders Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the LendersLender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the LendersLender, and any governmental regulatory agency, and (ii) upon request of the Lenders Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent Loan and Lender TermsSecurity Agreement - Amedica SCHEDULE A

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. the Lenders ​ ​ ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender TermsAGENT AND LENDER TERMS

Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with BorrowerXxxxxxxx’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. any Lender and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) that Agent, the Lenders Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the LendersLender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the LendersLender, and any governmental regulatory agency, and (ii) upon request of the Lenders Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 2 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Agent and Lender TermsTAXES; INCREASED COSTS

Compliance and Resolution. Each Borrower agrees that a failure to comply with Borrower’s Borrowers’ obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by BorrowerBorrowers, will constitute a breach of the obligations of Borrower Borrowers under the financing agreements among BorrowerBorrowers, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s Borrowers’ obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s Borrowers’ obligations under this Addendum, then (i) Agent, the Lenders and Borrower Borrowers will meet and resolve any such issue in good faith to the satisfaction of BorrowerBorrowers, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower Borrowers will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender TermsInc.

Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with BorrowerXxxxxxxx’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders believes that sf-4553578 there is a substantial risk of such assertion) that Agent, the Lenders and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the Lenders, and any governmental regulatory agency, and (ii) upon request of the Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology IIICapital IV, L.P. and Hercules Capital, Inc. sf-4553578 ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this AddendumExhibit I, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) that Agent, the Lenders Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the LendersLender. In the event of (i) a failure to comply with Borrower’s obligations under this AddendumExhibit I; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this AddendumExhibit I, then (i) Agent, the Lenders Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the LendersLender, and any governmental regulatory agency, and (ii) upon request of the Lenders Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among to Hercules Technology IIIIV, L.P. and any Affiliates of Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender TermsInc.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) that Agent, the Lenders Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to the Lenders Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements among Borrower, Agent and the LendersLender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Agent or the Lenders Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, the Lenders Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, the LendersLender, and any governmental regulatory agency, and (ii) upon request of the Lenders Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements among Hercules Technology II, L.P., Hercules Technology III, L.P. and Hercules Capital, Inc. ADDENDUM 3 to LOAN AND SECURITY AGREEMENT Agent and Lender TermsInc.