NON-QUALIFIED STOCK OPTION AGREEMENT AMEDICA CORPORATIONNon-Qualified Stock Option Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT made as of the day of , 200 , between Amedica Corporation (the “Company”), a Delaware corporation having a principal place of business in Salt Lake City, Utah, and (name/address) (the “Participant”).
INCENTIVE STOCK OPTION AGREEMENT AMEDICA CORPORATIONIncentive Stock Option Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT made as of the day of , 20 , between Amedica Corporation (the “Company”), a Delaware corporation having a principal place of business in Salt Lake City, Utah and of , an employee of the Company (the “Employee”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • September 24th, 2013 • Surgical & medical instruments & apparatus • Delaware
This certifies that, for value received, (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 up to and including 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 $1.00 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 below. “Warrant Expiration Date” means 5:00 p.m., New York City time, on the fifth anniversa
WARRANT AGREEMENTWarrant Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AGREEMENT, dated as of October 25, 2004 (the “Warrant Agreement”), is by and between CREATION CAPITAL LLC, a Delaware limited liability company (“Creation Capital”), and AMEDICA CORPORATION, a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of December 17, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among General Electric Capital Corporation (“GECC”), in its capacity as administrative and collateral agent for Lenders (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), Amedica Corporation, a Delaware corporation (“Borrower”), and the other Persons (as defined below), if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
PLEDGE AGREEMENTPledge Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
This PLEDGE AGREEMENT, dated as of December 17, 2012 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and between AMEDICA CORPORATION, a Delaware corporation (“Borrower” and together with any other Person that joins this Pledge Agreement as a Pledgor in accordance with Section 27, collectively, the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
SERIES D WARRANT AGREEMENTWarrant Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS SERIES D WARRANT AGREEMENT (this “Warrant Agreement”) dated of April 27, 2007, is made by and between CREATION CAPITAL LLC, a Delaware limited liability company (“Creation Capital”), and AMEDICA CORPORATION, a Delaware corporation (the “Company”).
WARRANT TO PURCHASE 113,022 SHARES OF SERIES F CONVERTIBLE PREFERRED STOCKAMEDICA Corp • September 24th, 2013 • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for value received, Zions First National Bank (“Holder”), a national bank, is entitled to subscribe for and purchase: One Hundred Thirteen Thousand Twenty Two (113,022) shares of fully paid and nonassessable shares of Series F Convertible Preferred Stock of Amedica Corporation, a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series F Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Series F Convertible Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 17, 2012, is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative and collateral agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Agent and the Lenders (as defined in the Loan Agreement referred to below).
COMMON STOCK WARRANT AGREEMENTWarrant Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK WARRANT AGREEMENT (this “Warrant Agreement”) dated of April 30, 2008, is made by and between CREATION CAPITAL LLC, a Delaware limited liability company (“Creation Capital”), and AMEDICA CORPORATION, a Delaware corporation (the “Company”).
AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • September 24th, 2013 • Surgical & medical instruments & apparatus • Delaware
This Amendment to Warrant to Purchase Shares of Common Stock (this “Amendment”) dated as of December 18, 2012, 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 (the “Existing Warrant”) originally issued in connection with the Company’s issuance and sale of its Senior Secured Subordinated Convertible Promissory Notes during the period beginning March 4, 2011 and ending February 15, 2012 (referred to herein collectively as the “Convertible Notes” and each individually as a “Convertible Note”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 24th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2013, is entered into by and among AMEDICA CORPORATION, a Delaware corporation (“Borrower”), US SPINE, INC., a Delaware corporation (“Guarantor”), 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 NO. 2 TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONAMEDICA Corp • September 24th, 2013 • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 2 to Warrant to Purchase Shares of Common Stock (this “Amendment”) dated as of February 1, 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 (the “Existing Warrant”) originally issued in connection with the Company’s issuance and sale of its Senior Secured Subordinated Convertible Promissory Notes during the period beginning March 4, 2011 and ending February 15, 2012.
