INCENTIVE STOCK OPTION AGREEMENT AMEDICA CORPORATIONIncentive Stock Option Agreement • November 8th, 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”).
NON-QUALIFIED STOCK OPTION AGREEMENT AMEDICA CORPORATIONNon-Qualified Stock Option Agreement • November 8th, 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATIONWarrant Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
This certifies that, for value received, Zions First National Bank (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”), Twenty-Five Thousand (25,000) 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 $2.00 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
WARRANT AGREEMENTWarrant Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AGREEMENT, dated of February 24, 2006 (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”).
SERIES E WARRANT AGREEMENTWarrant Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS SERIES E WARRANT AGREEMENT (this “Warrant Agreement”) dated of September 14, 2010, is made by and between CREATION CAPITAL LLC, a Delaware limited liability company (“Creation Capital”), and AMEDICA CORPORATION, a Delaware corporation (the “Company”).
SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 31, 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).
THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS THIRD AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 15, 2013, 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).
FIRST ADDENDUM TO CENTREPOINTE BUSINESS PARK LEASE AGREEMENT NETCentrepointe Business Park Lease Agreement Net • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Utah
This First Addendum to Centrepointe Business Park Lease Agreement Net (this “Addendum”) is entered into as of January 31, 2012 between Centrepointe Properties, LLC (“Landlord”) and Amedica Corporation (“Tenant”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 27, 2010, and is made by and among Amedica Corporation, a Delaware corporation (the “Company”), the holders of certain securities of the Company who acquired such securities prior to the date hereof (collectively, the “Prior Investors”), and the purchasers of securities issued pursuant to the Company’s Series E offering completed on or about the date hereof whose names are set forth on Schedule A to be attached hereto (the “2010 Investors”).
ContractWarrant Agreement • November 8th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.
