FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2015 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2015, between Amedica Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES D PREFUNDED COMMON STOCK PURCHASE WARRANT1AMEDICA Corp • September 8th, 2015 • Surgical & medical instruments & apparatus
THIS SERIES D PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [______________]2 (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Amedica Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price for the exercise of the Warrant Shares, $___________ in the aggregate (the “Aggregate Exercise Price”), was fully paid at Closing and no additional consideration is required to be paid by the Holder upon exercise of this Warrant.
SERIES A COMMON STOCK PURCHASE WARRANT AMEDICA CORPORATIONAMEDICA Corp • September 8th, 2015 • Surgical & medical instruments & apparatus
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month and one day anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Amedica Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 8th, 2015 • AMEDICA Corp • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2015, between Amedica Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 8th, 2015 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Amedica Corporation, a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,000,000 of registered and unregistered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the "Common Stock”) and common stock purchase warrants (the “Warrants” and, together with the Shares and the Common Stock underlying the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc., as placement agent (“Ladenburg” or the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
SERIES C COMMON STOCK PURCHASE WARRANT AMEDICA CORPORATIONAMEDICA Corp • September 8th, 2015 • Surgical & medical instruments & apparatus
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Company has obtained the Shareholder Approval (as defined in the Purchase Agreement (as defined below)) (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Amedica Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SETTLEMENT AND WAIVER AGREEMENTSettlement and Waiver Agreement • September 8th, 2015 • AMEDICA Corp • Surgical & medical instruments & apparatus
This Settlement and Waiver Agreement (the “Agreement”) is entered into as of the 8th day of September, 2015, by and among Amedica Corporation, a Delaware corporation with offices located at 1885 West 2100 South, Salt Lake City, UT 84119 (the “Company”), and MG Partners II, Ltd. (the “Holder”), with reference to the following facts:
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 8th, 2015 • AMEDICA Corp • Surgical & medical instruments & apparatus
THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of September 8, 2015, and is entered into by and 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 signatory hereto as lenders (together with HTGC, collectively the “Lenders”, and each individually, a “Lender”), Amedica Corporation, a Delaware corporation (“Borrower”), and the guarantors signatory hereto (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
FIRST AMENDMENT TOAMEDICA Corp • September 8th, 2015 • Surgical & medical instruments & apparatus
This First Amendment to Warrant to Purchase Shares of Common Stock (this “Amendment”) dated as of September 8, 2015, is made by and between Amedica Corporation, a Delaware corporation (the “Company”), and Hercules Technology III, L.P., a Delaware limited partnership (the “Warrant Holder”), and it hereby amends that certain Warrant to Purchase Shares of Common Stock of the Company (the “Existing Warrant”) originally issued to Hercules on June 30, 2014 in connection with the Company’s entrance into that certain Loan and Security Agreement (the “Loan and Security Agreement”), by and between the Company, Hercules Technology Growth Capital, Inc., as administrative collateral agent for the lenders thereunder and as a lender, the financial institutions who are parties to the Loan and Security Agreement, and Hercules, as a lender.
