REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2014, between AMEDICA CORPORATION, a Delaware corporation (the “Company”), and MG PARTNERS II LTD., a company with limited liability organized under the laws of Gibraltar (the “Investor”).
WARRANT AGREEMENTWarrant Agreement • July 1st, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • California
THIS CERTIFIES THAT, for value received, Hercules Technology III, L.P., a Delaware limited partnership (“Holder”), is entitled to subscribe for and purchase that certain number of fully paid and nonassessable shares of Common Stock of Amedica Corporation, a Delaware corporation (“Company”), as determined by dividing $2,400,000 by the Warrant Price (as hereinafter defined), provided however, that if the Company has not received proceeds of at least $6,000,000 by August 15, 2014, pursuant to the Convertible Debt Offering as defined in that certain Loan and Security Agreement dated as of June 30, 2014, by and between the Company, Holder and the other parties thereto, then the $2,400,000 amount referred to above shall be increased to $2,900,000, in all cases subject to the provisions and upon the terms and conditions hereinafter set forth. The exercise price shall be the Warrant Price. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $0.01 par
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 1st, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT, dated as of June 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among Hercules Technology Growth Capital, Inc., a Maryland corporation (“HTGC”), 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 HTGC, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 1st, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • Illinois
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 30th day of June, 2014 by and between Amedica Corporation, a Delaware corporation (the “Company”), and MG Partners II Ltd., a company with limited liability organized under the laws of Gibraltar (the “Investor”).
