Amedica Corporation and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of __________, 2018 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2018 (“Agreement”), between Amedica Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT AMEDICA CORPORATIONSecurity Agreement • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $500,000.00, with respect to the first tranche of $565,000.00 under that certain convertible promissory note in the original principal amount of $840,000.00 on January 30, 2018 by the Company (as defined below) to the Holder (as defined below)) (the “Note”), L2 Capital, LLC, a Kansas limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Amedica Corporation, a Delaware corporation (the “Company”), up to 68,257 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) (with the understanding that the Holder shall only
UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
The undersigned, Amedica Corporation, a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Amedica Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) for the purchase and sale of an aggregate of 12,500 Closing Units consisting of one share of the Company’s Preferred Stock and [ ] Warrants to purchase one share of the Company’s Com
COMMON STOCK PURCHASE WARRANT AMEDICA CORPORATIONCommon Stock Purchase Warrant • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 [_____], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) 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). This Warrant shall initially be issued and maintained in the form of a security held in b
ContractWarrant Agreement • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
FORM OF WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • April 26th, 2018 • AMEDICA Corp • Surgical & medical instruments & apparatus
This Warrant Amendment Agreement (this “Agreement”), dated as of March 6, 2018, is by and between Amedica Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
