EXCHANGE AGREEMENTExchange Agreement • April 5th, 2016 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 4th day of April, 2016, by and among AMEDICA CORPORATION, a Delaware corporation (the “Company”), all of the subsidiaries of the Company that are party to the Agreement (collectively, “Subsidiaries”), and RIVERSIDE MERCHANT PARTNERS, LLC (the “Holder”).
ASSIGNMENT AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTAssignment Agreement and Second Amendment to Loan and Security Agreement • April 5th, 2016 • AMEDICA Corp • Surgical & medical instruments & apparatus • California
This Assignment Agreement and Second Amendment to Loan and Security Agreement (the “Assignment Agreement”) is dated as April 4, 2016 (the “Effective Date”) by and among Amedica Corporation, a Delaware corporation (“Borrower”), Riverside Merchant Partners, LLC (“Assignee”), Hercules Technology III, L.P., a Delaware limited partnership (“HT III”), and Hercules Capital, Inc. (fka, Hercules Technology Growth Capital, Inc.), a Maryland corporation (“HC” and together with HT III “Hercules”).
SUBORDINATED CONVERTIBLE PROMISSORY NOTESubordinated Convertible Promissory Note • April 5th, 2016 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS SUBORDINATED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Convertible Note of Amedica Corporation, a Delaware corporation, (the “Company”), having its principal place of business at 1885 West 2100 South, Salt Lake City, UT 84119, designated as its Subordinated Convertible Promissory Note (this “Note”, or the “Note”).
COMMON STOCK PURCHASE WARRANT AMEDICA CORPORATIONSecurity Agreement • April 5th, 2016 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Riverside Merchant Partners, LLC 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 from the six (6) month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amedica Corporation, a Delaware corporation (the “Company”), up to 100,000 shares (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).
