WARRANT AGREEMENTWarrant Agreement • November 7th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, Hampshire MedTech Partners II, LP, a Texas 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 $500,000 by the Warrant Price (as hereinafter defined), in all cases subject to the provisions and upon the terms and conditions hereinafter set forth. The exercise price shall be the Warrant Price. This Warrant is being issued pursuant to Section 2.6(a) of that certain Loan and Security Agreement by and between Holder and Company dated November 6, 2014 (the “Loan Agreement”). As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $0.01 par value per share, and any stock into which such shares may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT, dated as of November 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among Hampshire MedTech Partners II, LP, a Texas limited partnership (“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”).
AMENDMENT AND WAIVERSecurities Purchase Agreement • November 7th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus
This Amendment and Waiver (this “Amendment”) is dated as of November 6, 2014, and is made 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 (“Holder”).
CONSENT AND WAIVERConsent and Waiver • November 7th, 2014 • AMEDICA Corp • Surgical & medical instruments & apparatus
This CONSENT AND WAIVER, dated as of November 6, 2014 (“Consent”), is made by Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent (the “Agent”) under the Loan Agreement (as defined below) and the other Requisite Lenders thereunder, Amedica Corporation, a Delaware corporation (the “Borrower”) and US Spine, Inc. (the “Guarantor”).
