0001193125-13-481248 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 20 , by and between Amedica Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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WARRANT TO PURCHASE SHARES OF COMMON STOCK OF AMEDICA CORPORATION
Warrant Agreement • December 20th, 2013 • AMEDICA Corp • 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

SERIES E WARRANT AGREEMENT
Warrant Agreement • December 20th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware

THIS SERIES E WARRANT AGREEMENT (this “Warrant Agreement”) dated April 7, 2010, is made by and between ZIONS FIRST NATIONAL BANK, (“Zions”), and AMEDICA CORPORATION, a Delaware corporation (“Amedica”). Zions and Amedica are each referred to herein as a “Party” and collectively, the “Parties.”

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • December 20th, 2013 • AMEDICA Corp • Surgical & medical instruments & apparatus • Utah

This Severance and Change in Control Agreement (the “Agreement”) is entered into as of the [•] day of [•], [•] by and between Amedica Corporation, a Delaware corporation (the “Company”) and [•] (the “Executive”).

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