EX-4.3



 Exhibit 4.3 

WARRANT AGREEMENT 
 NEITHER THIS
WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO SECTION 6 BELOW, AND EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT, NO SALE OR DISPOSITION MAY
BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. 
 WARRANT TO PURCHASE SHARES OF
COMMON STOCK 
 June 30, 2014 

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 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 to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or
exchanged. 
 1. Warrant Price. The “Warrant Price” shall initially be $4.65 per share, subject to adjustment as provided in Section 7
below. 
 2. Conditions to Exercise. The purchase right represented by this Warrant may be exercised at any time, or from time to time, in whole or
in part during the term commencing on the date hereof and ending at 5:00 P.M. (California time) on the fifth anniversary of the date of this Warrant (the “Expiration Date”). 

3. Method of Exercise or Conversion; Payment; Issuance of Shares; Issuance of New Warrant. 

(a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by Holder hereof,
in whole or in part, by the surrender of the original of this Warrant (together with a duly executed Notice of Exercise in substantially the form attached hereto) at the principal office of Company (as set forth in Section 18 below) and by
payment to Company, by certified or bank check, or wire transfer of immediately available funds, of an amount equal to the then applicable Warrant Price per share multiplied by the number of Warrant Shares then being purchased. In the event of any
exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered to, Holder hereof, or as such Holder may direct (subject to the terms of transfer contained herein and upon
payment by such Holder hereof of any applicable transfer taxes). Such delivery shall be made within 3 business days after exercise of this Warrant and at Company’s expense and, unless this Warrant has been fully exercised or expired, a new
Warrant having terms and conditions substantially identical to this Warrant and representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to Holder hereof within 3
business days after exercise of this Warrant. If the Warrant Shares can be issued electronically using the Fast Automated Securities Transfer Program of the Depository Trust Company (or similar program), upon Holder’s request at the time of
exercise the Company shall issue the Warrant Shares electronically in accordance with Holder’s written instructions. 
 (b)
Conversion. In lieu of exercising this Warrant as specified in Section 3(a), Holder may from time to time convert this Warrant, in whole or in part, into Warrant Shares by surrender of the original of this Warrant (together with a duly
executed Notice of Exercise in substantially the form attached hereto) at the principal office of Company, in which event Company shall issue to Holder the number of Warrant Shares computed using the following formula: 

 

							
	X	 	=	 	 Y (A-B)
	  	
		 		 	A	  	


  
 Warrant Agreement - Amedica 








 Where: 

X = the number of Warrant Shares to be issued to Holder. 

Y = the number of Warrant Shares requested to be purchased under this Warrant (at the date of such calculation). 

A = the Fair Market Value of one share of Company’s Common Stock (at the date of such calculation). 

B = Warrant Price (as adjusted to the date of such calculation). 

(c) Fair Market Value. For purposes of this Section 3, Fair Market Value of one share of Company’s Common Stock shall mean:

 (i) The average of the closing bid and asked prices of Common Stock quoted in the Over-The-Counter Market Summary, or the last reported sale price quoted on the Nasdaq Stock Market or on any other exchange on which the Common Stock is listed, whichever is applicable, as published in the
Eastern Edition of the Wall Street Journal for the five (5) trading days prior to the date of determination of Fair Market Value, multiplied by the number of shares of Common Stock into which each share of Common Stock is then
convertible; or 
 (ii) In the event of an exercise in connection with a merger, acquisition or other consolidation in which Company is not
the surviving entity, the value to be received per share of Common Stock by all holders of the Common Stock in such transaction as determined in the reasonable good faith judgment of Company’s Board of Directors; or 

(iii) In any other instance, the value as determined in the reasonable good faith judgment of Company’s Board of Directors. 

In the event of Section 3(c)(ii) or 3(c)(iii) above, Company’s Board of Directors shall prepare a certificate, to be signed by an
authorized officer of Company, setting forth in reasonable detail the basis for and method of determination of the per share Fair Market Value of the Common Stock. In the event of Section 3(c)(ii) or 3(c)(iii) above, the Board of Directors will
also certify to Holder that this per share Fair Market Value will be applicable to all holders of Company’s Common Stock. Such certifications must be made to Holder, in the event of Section 3(c)(ii) above, at least
ten (10) business days prior to the proposed effective date of the merger, acquisition or other consolidation, and in the event of Section 3(c)(iii), promptly after Holder requests a determination of the Fair Market Value of the
Common Stock, but in no event more than 5 business days, which price shall be valid for not less than 3 business days after it is communicated to Holder. In all cases, delivery of the Warrant Shares to be issued on conversion shall be made within 3
business days after exercise of this Warrant and at Company’s expense and, unless this Warrant has been fully exercised or expired, a new Warrant having terms and conditions substantially identical to this Warrant and representing the portion
of the Warrant Shares, if any, with respect to which this Warrant shall not have been exercised, shall also be issued to Holder hereof within 3 business days after exercise of this Warrant. If the Warrant Shares can be issued electronically using
the Fast Automated Securities Transfer Program of the Depository Trust Company (or similar program), upon Holder’s request at the time of exercise the Company shall issue the Warrant Shares electronically in accordance with Holder’s
written instructions. 
 (d) Automatic Exercise. To the extent this Warrant is not previously exercised, it shall be deemed to have
been automatically converted in accordance with Sections 3(b) and 3(c) hereof (even if not surrendered) as of immediately before its expiration, involuntary termination or cancellation (including, without limitation, pursuant to
Section 3(e)(ii)) if the then-Fair Market Value of a Warrant Share exceeds the then-Warrant Price, unless Holder notifies Company in writing to the contrary prior to such automatic exercise. The Warrant Shares shall be delivered within 3
business days after such automatic conversion, and if the Warrant Shares can be issued electronically using the Fast Automated Securities Transfer Program of the Depository Trust Company (or similar program), upon Holder’s request, the Company
shall issue the Warrant Shares electronically in accordance with Holder’s written instructions. 

  
 Warrant Agreement - Amedica 


  
 2 








 (e) Treatment of Warrant Upon Acquisition of Company. 

(i) Certain Definitions. For the purpose of this Warrant: “Acquisition” means any sale, license, assignment, or other
disposition of all or substantially all of the assets of Company, or any reorganization, consolidation, or merger of Company, or sale of outstanding Company securities by holders thereof, where the holders of Company’s securities as of
immediately before the transaction beneficially own less than a majority of the outstanding voting securities of the successor or surviving entity as of immediately after the transaction. For purposes of this Section 3(e), “Affiliate”
shall mean any person or entity that owns or controls directly or indirectly ten percent (10%) or more of the voting capital stock of Company, any person or entity that controls or is controlled by or is under common control with such persons
or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. Company shall provide Holder with written notice of any proposed Acquisition not later than ten (10) business days
prior to the closing thereof setting forth the material terms and conditions thereof, and shall provide Holder with copies of the draft transaction agreements and other documents in connection therewith and with such other information respecting
such proposed Acquisition as may reasonably be requested by Holder. 
 (ii) Acquisition for Cash. Holder agrees that, in the event of
an Acquisition in which the sole consideration is cash, this Warrant shall be automatically exercised (or terminate) as provided in Section 3(d) on and as of the closing of such Acquisition to the extent not previously exercised. 

(iii) Asset Sale. In the event of an Acquisition that is an arms length sale of all or substantially all of Company’s assets (and
only its assets) to a third party that is not an Affiliate of Company (a “True Asset Sale”), Holder may either (a) exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately
prior to the consummation of such Acquisition, or (b) permit the Warrant to continue until the Expiration Date if Company continues as a going concern following the closing of any such True Asset Sale. 

(iv) Assumption of Warrant. Upon the closing of any Acquisition other than as particularly described in Section 3(e)(ii) or
3(e)(iii) above, Company shall, unless Holder requests otherwise, cause the surviving or successor entity to assume this Warrant and the obligations of Company hereunder, and this Warrant shall, from and after such closing, be exercisable for the
same class, number and kind of securities, cash and other property as would have been paid for or in respect of the shares issuable (as of immediately prior to such closing) upon exercise in full hereof as if such shares had been issued and
outstanding on and as of such closing, at an aggregate Warrant Price equal to the aggregate Warrant Price in effect as of immediately prior to such closing; and subject to further adjustment thereafter from time to time in accordance with the
provisions of this Warrant. 
 (v) Delivery of Consideration. The cash and/or property received in connection with the exercise or
conversion of this Warrant as provided in this Subsection 3(e) shall be delivered to Holder promptly, but in no event longer than 3 business days after the closing of the Acquisition. 

4. Representations and Warranties of Holder and Company. 

(a) Representations and Warranties by Holder. Holder represents and warrants to Company as of the date hereof with respect to this
Warrant as follows: 
 (i) Evaluation. Holder has substantial experience in evaluating and investing in private placement transactions
of securities of companies similar to Company so that Holder is capable of evaluating the merits and risks of its investment in Company and has the capacity to protect its interests. 

(ii) Resale. Except for transfers to an affiliate of Holder, Holder is acquiring this Warrant and the Warrant Shares issuable upon
exercise of this Warrant (collectively the “Securities”) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. Holder understands that the Securities have not been registered
by reason of a specific exemption from the registration provisions of the Securities Act of 1933, as amended (the “Act”) and such Securities have not been registered or qualified under any applicable state securities laws, each of which
depends upon, among other things, the bona fide nature of the investment intent as expressed herein. 

  
 Warrant Agreement - Amedica 


  
 3 








 (iii) Rule 144. Holder acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under the Act. 

(iv) Accredited Investor. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

 (v) Opportunity To Discuss. Holder has had an opportunity to discuss Company’s business, management and financial affairs with
its management and an opportunity to review Company’s facilities. Holder understands that such discussions, as well as the written information issued by Company, were intended to describe the aspects of Company’s business and prospects
which Company believes to be material but were not necessarily a thorough or exhaustive description. 
 (b) Representations and Warranties
by Company. Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof. 

(i) Corporate Organization and Authority. Company (a) is a corporation duly organized, validly existing, and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (c) is qualified as a foreign
corporation in all jurisdictions where such qualification is required. 
 (ii) Corporate Power. Company has all requisite legal and
corporate power and authority to execute, issue and deliver this Warrant, to issue the Warrant Shares issuable upon exercise or conversion of this Warrant, and to carry out and perform its obligations under this Warrant and any related agreements.

 (iii) Authorization; Enforceability. All corporate action on the part of Company, its officers, directors and shareholders
necessary for the authorization, execution, delivery and performance of its obligations under this Warrant and for the authorization, issuance and delivery of this Warrant and the Warrant Shares issuable upon exercise of this Warrant has been taken
and this Warrant constitutes the legally binding and valid obligation of Company enforceable in accordance with its terms. 
 (iv) Valid
Issuance of Warrant and Warrant Shares. This Warrant has been validly issued and is free of restrictions on transfer other than restrictions on transfer set forth herein and under applicable state and federal securities laws. The Warrant Shares
issuable upon exercise or conversion of this Warrant, when issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be
free of restrictions on transfer other than restrictions on transfer under this Warrant and under applicable state and federal securities laws. Subject to applicable restrictions on transfer, the issuance and delivery of this Warrant and the Warrant
Shares issuable upon exercise or conversion of this Warrant are not subject to any preemptive or other similar rights or any liens or encumbrances except as specifically set forth in Company’s Certificate of Incorporation (“Certificate of
Incorporation”) or this Warrant. The offer, sale and issuance of the Warrant Shares, as contemplated by this Warrant, are exempt from the prospectus and registration requirements of applicable United States federal and state security laws, and
neither Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption. 

(v) No Conflict. The execution, delivery, and performance of this Warrant will not result in (a) any violation of, be in conflict
with, or constitute a default under, with or without the passage of time or the giving of notice (1) any provision of Company’s Certificate of Incorporation or by-laws; (2) any provision of any judgment, decree, or order to which
Company is a party, by which it is bound, or to which any of its material assets are subject; (3) any contract, obligation, or commitment to which Company is a party or by which it is bound; or (4) any statute, rule, or governmental
regulation applicable to Company, or (b) the creation of any lien, charge or encumbrance upon any assets of Company. 
 (vi)
Capitalization. The capitalization table of Company attached hereto as Annex A is complete and accurate as of the date hereof (after giving effect to the issuance of this Warrant) and reflects (a) all outstanding capital stock of Company
and (b) all outstanding warrants, options, conversion privileges, preemptive rights or 

  
 Warrant Agreement - Amedica 


  
 4 








 
other rights or agreements to purchase or otherwise acquire or issue any equity securities or convertible securities of Company. Company has initially reserved 618,336 shares of Common Stock for
issuance upon exercise of the Warrant. 
 5. Legends. 

(a) Legend. If required by the Act, each certificate representing the Warrant Shares shall be endorsed with substantially the following
legend: 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED (UNLESS SUCH TRANSFER IS TO
AN AFFILIATE OF HOLDER) UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF
RULE 144 OF THE SECURITIES ACT OF 1933, OR (IF REASONABLY REQUIRED BY COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION. 

Company need not enter into its stock records a transfer of Warrant Shares unless the conditions specified in the foregoing legend are
satisfied. Company may also instruct its transfer agent not to allow the transfer of any of the Warrant Shares unless the conditions specified in the foregoing legend are satisfied. 

(b) Removal of Legend and Transfer Restrictions. The legend relating to the Act endorsed on a certificate pursuant to
paragraph 5(a) of this Warrant shall be removed and Company shall issue a certificate without such legend to Holder if (i) the Securities are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act
is available or (ii) Holder provides to Company an opinion of counsel for Holder reasonably satisfactory to Company, a no-action letter or interpretive opinion of the staff of the Securities and Exchange
Commission (“SEC”) reasonably satisfactory to Company, or other evidence reasonably satisfactory to Company, to the effect that public sale, transfer or assignment of the Securities may be made without registration and without compliance
with any restriction such as Rule 144. If certificates representing the Warrant Shares can be issued electronically using Fast Automated Securities Transfer Program of the Depository Trust Company, on request of Holder, Company shall issue the
Warrant Shares electronically as Holder requests. 
 6. Transfers of Warrant. In connection with any transfer by Holder of this Warrant, Company may
require the transferee to provide Company with written representations and warranties that transferee is acquiring this Warrant and the shares of Common Stock to be issued upon exercise in compliance with the Act, and may require a legal opinion, in
form and substance satisfactory to Company and its counsel, stating that such transfer is exempt from the registration and prospectus delivery requirements of the Act and any applicable state securities laws; provided, that Company shall not
require an opinion of counsel if the transfer is to an affiliate of Holder. Following any transfer of this Warrant, at the request of either Company or the transferee, the transferee shall surrender this Warrant to Company in exchange for a new
warrant of like tenor and date, executed by Company. Upon any partial transfer, Company will also execute and deliver to Holder a new warrant of like tenor with respect to the portion of this Warrant not so transferred. Subject to the foregoing,
this Warrant is transferable on the books of Company at its principal office by the registered Holder hereof upon surrender of this Warrant properly endorsed. 

7. Adjustment for Certain Events. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time upon the occurrence of certain events, as follows: 
 (a) Reclassification or Merger. In case
of (i) any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or
combination), (ii) any merger of Company with or into another corporation (other than a merger with another corporation in which Company is the acquiring and the surviving corporation and which does not result in any reclassification or change
of outstanding securities issuable upon exercise of this Warrant), or (iii) any sale of all or substantially all of the assets of Company, Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver
to Holder a new Warrant (in form and substance satisfactory to Holder of this Warrant), or Company shall make appropriate provision without the issuance of a new Warrant, so that Holder shall have the right to receive, at a total purchase price not
to exceed that payable upon the exercise of the unexercised portion of this 

  
 Warrant Agreement - Amedica 


  
 5 








 
Warrant, and in lieu of the Warrant Shares theretofore issuable upon exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Common Stock then purchasable under this Warrant, or in the case of such a merger or sale in which the consideration paid consists all or in part of
assets other than securities of the successor or purchasing corporation, at the option of Holder, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the value of the Warrant Shares
purchasable upon exercise of this Warrant at the time of the transaction. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions
of this subparagraph (a) shall similarly apply to successive reclassifications, changes, mergers and transfers. 
 (b) Subdivision or
Combination of Shares. If Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Common Stock, the Warrant Price shall be proportionately decreased and the number of Warrant
Shares issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant Price shall be proportionately increased and the number of Warrant Shares issuable hereunder shall be proportionately decreased in the case of
a combination. 
 (c) Stock Dividends and Other Distributions. If Company at any time while this Warrant is outstanding and unexpired
shall (i) pay a dividend with respect to Common Stock payable in Common Stock, then the Warrant Price shall be adjusted, from and after the date of determination of shareholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or
distribution, and (B) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution; or (ii) make any other distribution with respect to Common Stock (except any
distribution specifically provided for in Sections 7(a) and 7(b)), then, in each such case, provision shall be made by Company such that Holder shall receive upon exercise of this Warrant a proportionate share of any such dividend or
distribution as though it were Holder of the Warrant Shares as of the record date fixed for the determination of the shareholders of Company entitled to receive such dividend or distribution. 

(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Warrant Shares purchasable hereunder shall
be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Warrant Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter. 
 (e) Adjustment for
Dilutive Issuance. The Warrant Price and the number of Warrant Shares issuable upon exercise of this Warrant or, if the Warrant Shares are Common Stock, the number of shares of Common Stock issuable upon conversion of the Warrant Shares, shall
be subject to adjustment, from time to time in the manner set forth in Company’s Certificate of Incorporation as if the Warrant Shares were issued and outstanding on and as of the date of any such required adjustment (but in no case shall a
single set of circumstances resulting in an adjustment in accordance with the Company’s Certificate of Incorporation result in a duplicative adjustment). The provisions set forth for the Warrant Shares in Company’s Certificate of
Incorporation relating to adjustment of the number of shares of Common Stock issuable upon conversion of the Warrant Shares in effect as of the date hereof may not be amended, modified or waived, without the prior written consent of Holder unless
such amendment, modification or waiver affects the rights associated with the Warrant Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Warrant
Shares. Subject to the foregoing, the Company may, subject to applicable law, amend its Certificate of Incorporation without the consent of Holder. 

(f) Pay-to-Play Transaction. In the event that the Company’s Certificate of Incorporation provides, or is amended to so provide,
for the amendment or modification of the rights, preferences or privileges of the Common Stock, or the reclassification, conversion or exchange of the Common Stock, on account of the failure of a holder of the Common Stock to participate in an
equity financing transaction (a “Pay-to-Play Provision”), such Pay-to-Play Provision shall not apply to the Holder and this Warrant shall remain exercisable for the same number and type of shares of equity securities for which it was
exercisable immediately prior to such equity financing transaction. 
 (g) Price Protection. If after the date hereof but on or before
June 30, 2015, or if in connection with the PIPE Financing (defined below), the Company sells or issues Common Stock at a per share price less than the Warrant Price, or 

  
 Warrant Agreement - Amedica 


  
 6 








 
sells or issues options, warrants or securities convertible into Common Stock with an exercise or conversion per share price less than the then current Warrant Price, the Warrant Price shall
automatically adjust to such lower price, provided however, that the sale or issuance of Common Stock, or options to purchase Common Stock, to employees or consultants pursuant to a board and stockholder approved equity incentive plan shall not be
considered a sale or issuance of Common Stock for the purposes of this Section 7(g). For the purposes of this Section 7(g), the term “PIPE Financing” means the Company’s sale or issuance of its equity securities after the
date hereof for gross proceeds of not less than $4,000,000, where the holders of such securities are provided with rights to require the Company to register such equity securities, or any part thereof, for resale, but in all cases excluding 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. 

8. Notice of Adjustments; Redemption. Whenever any Warrant Price or the kind or number of securities issuable under this Warrant shall be adjusted
pursuant to Section 7 hereof, Company shall prepare a certificate signed by an officer of Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon exercise of this Warrant after giving effect to such adjustment, and within thirty (30) days of such adjustment shall cause copies of such certificate to be
delivered to Holder in accordance with Section 18 hereof. 
 9. Financial and Other Reports. 

(a) Financial Statements. From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company
shall furnish to Holder, (i) as soon as available and in any event within 30 days after the end of each fiscal month, unaudited consolidated (and if available, consolidating) balance sheets, statements of income or operations and cash flow
statements of Company and its Subsidiaries as of the end of such fiscal month and that portion of the fiscal year ending as of the close of such fiscal month, in a form acceptable to Holder and certified by Company’s president, chief executive
officer or chief financial officer, (ii) as soon as available and in any event within 45 days after the end of each fiscal quarter, unaudited consolidated (and if available, consolidating) balance sheets, statements of income or operations and
cash flow statements of Company and its Subsidiaries as of the end of such fiscal quarter and that portion of the fiscal year ending as of the close of such fiscal quarter, in a form acceptable to Holder and certified by Company’s president,
chief executive officer or chief financial officer and (iii) as soon as available and in any event within ninety (90) days after the end of each fiscal year, audited consolidated (and if available, consolidating) balance sheets, statements
of income or operations and cash flow statements of Company and its Subsidiaries as of the end of such fiscal year, together with a report of an independent certified public accounting firm reasonably acceptable to Holder, which report shall contain
an unqualified opinion stating that such audited financial statements fairly present in all material respects the financial position of Company and its Subsidiaries for the periods indicated therein in conformity with GAAP applied on a basis
consistent with prior years without qualification as to the scope of the audit or as to going concern and without any similar qualification. All such financial statements are to be prepared using GAAP (subject, in the case of unaudited financial
statements, to the absence of footnotes and normal year end audit adjustments). 
 (b) Capitalization Table. Within 30 days of the end
of each calendar quarter, if the Company is a private company, Company shall also deliver to Holder an updated capitalization table of Company in the form attached hereto as Annex A. 

(c) Additional Documents. The Company shall supply documentation Holder requests in writing to evaluate whether to exercise (in
cash or a net issuance basis) this Warrant, including without limitation, (i) any merger/purchase/asset sale agreement and related documents and estimated payout allocations to each of the respective stockholders, warrant and option holders in
connection with an Acquisition, (ii) the most recent capitalization tables, 409A valuations (if any), and board determination of share value (including any waterfall or per share allocations provided to the equity interest holders), and
(iii) most recent certificate of incorporation or organizational documentation, provided that Company shall not be obligated to provide any such information if and to the extent it is subject to confidentiality provisions preventing such
disclosure or to attorney-client privilege. 
 10. Registration Rights. At all times prior to the Expiration Date and thereafter so long as Holder
owns any Warrant Shares, Company shall take all actions necessary to cause the Warrant Shares to be freely tradable pursuant to Rule 144. In addition, if after the date hereof up through the Expiration Date Company files a registration statement
under the Act to register the sale of any of its securities, Company shall include in such registration statement the Warrant Shares remaining available under this Warrant together with all Warrant Shares then held by Holder. Company shall provide
Holder immediate notice of such registration statement having been declared effective, and once effective, Company shall keep such registration statement continuously 

  
 Warrant Agreement - Amedica 


  
 7 








 
effective until all Warrant Shares have been sold or can be sold without restriction under Rule 144, provided however, Company may declare “blackout” periods during which resales of the
Warrants Shares under the registration statement cannot be made provided that such blackout periods do not exceed twenty (20) trading days for every 12 consecutive month period. Not less than ten (10) days prior to filing any such
registration statement, Company shall contact Holder to determine the number of Warrant Shares to include in such registration statement. Holder shall have 5 business days to respond. Holder’s failure to respond shall constitute a waiver of
Holder’s right under this Section 10 for the registration statement for which it was contacted if such registration statement is in fact filed with the SEC within thirty (30) days of Company first contacting Holder to determine its
number of Warrant Shares to include. Such waiver shall not apply to any subsequent registration statement or if the registration statement is filed after such thirty (30) period, in which case the provisions of this Section 10 shall apply
to any such subsequent registration statement. 
 11. No Fractional Shares. No fractional share of Common Stock will be issued in connection with any
exercise or conversion hereunder, but in lieu of such fractional share Company shall make a cash payment therefor upon the basis of the Warrant Price then in effect. 

12. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise or conversion of this Warrant shall be made
without charge to Holder for any United States or state of the United States documentary stamp tax or other incidental expense with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by Company, and such
certificates shall be issued in the name of Holder. 
 13. No Shareholder Rights Until Exercise. Except as expressly provided herein, this Warrant
does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof. 
 14. Registry of Warrant.
Company shall maintain a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at such office or agency of Company, and Company and
Holder shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry. 
 15. Loss, Theft, Destruction or
Mutilation of Warrant. Upon receipt by Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to it,
and, if mutilated, upon surrender and cancellation of this Warrant, Company will execute and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in lieu hereof. 

16. Miscellaneous. 
 (a) Issue
Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by Company on the date hereof. 

(b) Successors. This Warrant shall be binding upon any successors or assigns of Company. 

(c) Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting
this Warrant. 
 (d) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the State of California, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or a legal
holiday. 
 17. No Impairment. Company will not, by amendment of its Certificate of Incorporation or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the
rights of Holder hereof against impairment. 
 18. Addresses. All notices or other communications given in connection with this Warrant shall be in
writing, shall be addressed to the parties at their respective addresses set forth below (unless and until a different address may be specified in a 

  
 Warrant Agreement - Amedica 


  
 8 








 
written notice to the other party delivered in accordance with this Section 18), and shall be deemed given (a) on the date of receipt if delivered by hand, (b) on the next business
day after being sent by a nationally-recognized overnight courier, or (c) on the fourth business day after being sent by registered or certified mail, return receipt requested and postage prepaid. 

 

			
	If to Company:	    	Amedica Corporation
		    	1885 West 2100 South
		    	Salt Lake City, UT 84119
		    	Attn: Kevin Ontiveros
		
	If to Holder:	    	Hercules Technology III, L.P.
		    	Legal Department
		    	Attention: Chief Legal Officer
		    	400 Hamilton Avenue, Suite 310
		    	Palo Alto, CA 94301
		    	Facsimile: 650-473-9194
		    	Telephone: 650-289-3060
		
	With a copy to:	    	PremierCounsel, LLP
		    	Attention: Steven O. Gasser
		    	49 Stevenson Street, Fourth Floor
		    	San Francisco, CA 94105
		    	Facsimile: 415-357-1414
		    	Telephone: 415-409-1790

 19. Governing Law. This Warrant has been negotiated and delivered to Holder in the State of California, and shall have
been accepted by Holder in the State of California. Delivery of Common Stock to Holder by the Company (or its transfer agent) under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 

20. Consent to Jurisdication and Venue. All judicial proceedings arising in or under or related to this Warrant may be brought in any state or federal
court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Santa Clara County, State of California;
(b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice
set forth in Section 18, and shall be deemed effective and received as set forth in Section 18. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring
proceedings in the courts of any other jurisdiction. 
 21. Mutual Waiver of Jury Trial. Because disputes arising in connection with complex
financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved
by a judge applying such applicable laws. EACH OF THE COMPANY AND HOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY,
“CLAIMS”) ASSERTED BY THE COMPANY AGAINST HOLDER OR ITS ASSIGNEE OR BY HOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than Company and Holder; Claims that
arise out of or are in any way connected to the relationship between the Company and Holder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement. 

22. Judicial Reference. If the waiver of jury trial set forth above is ineffective or unenforceable, the parties agree that all Claims shall be
resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of Santa Clara
County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding. 

  
 Warrant Agreement - Amedica 


  
 9 








 23. Prejudgment Relief. In the event Claims are to be resolved by arbitration, either party may seek from
a court of competent jurisdiction identified in Section 20, any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are
otherwise subject to resolution by judicial reference. 
 [Remainder of page intentionally left blank] 

  
 Warrant Agreement - Amedica 


  
 10 








 IN WITNESS WHEREOF, Company has caused this Warrant to be executed by its officer thereunto duly
authorized. 
  

					
	AMEDICA CORPORATION
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


  

					
	Agreed and Accepted:
	
	HERCULES TECHNOLOGY III, L.P.,
	a Delaware limited partnership
		
	By:	 	Hercules Technology SBIC
		 	Management, LLC, its General Partner
		
	By:	 	Hercules Technology Growth Capital, Inc.,
		 	its Manager
			
		 	By:	 	  

		 	Name:	 	Ben Bang
		 	Its:	 	Senior Counsel


  
 Warrant Agreement - Amedica 








 NOTICE OF EXERCISE 

To: 
 Amedica Corporation 

1885 West 2100 South 
 Salt Lake City, UT 84119 

Attn: Legal Department 
  

	1.	The undersigned Warrantholder (“Holder”) elects to acquire shares of the Common Stock (the “Common Stock”) of Amedica Corporation (the “Company”), pursuant to the terms of the Warrant
Agreement dated June 30, 2014 (the “Warrant”). 

  

	2.	Holder exercises its rights under the Warrant as set forth below: 

  

	 	(        )	Holder elects to purchase                  shares of Common Stock as provided in Section 3(a) and tenders herewith a check in the
amount of $         as payment of the purchase price. 

  

	 	(        )	Holder elects to convert the purchase rights into shares of Common Stock as provided in Section 3(b) of the Warrant. 

  

	3.	Holder surrenders the Warrant with this Notice of Exercise. 

 Holder represents that it is acquiring the
aforesaid shares of Common Stock for investment and not with a view to or for resale in connection with distribution and it has no present intention of distributing or reselling the shares. 

Please issue a certificate representing the shares of the Common Stock in the name of Holder or in such other name as is specified below: 

 

					
	 Name:
	 	  
	 	


					
			
	 Address:
	 	  
	 	


					
			
	 Taxpayer I.D.:
	 	  
	 	


					
			
	 Electronic Share Delivery Destination:
	 		 	

  

					
	[NAME OF HOLDER]
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	Duly Authorized Signatory
		
	Date:	 	                 , 20        



  
 Warrant Agreement - Amedica 








 ANNEX A 

CAPITALIZATION TABLE 
 [SEE
ATTACHED] 

  
 Warrant Agreement - Amedica