NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). SUBJECT TO SECTION 5 BELOW, THIS WARRANT AND THE SECURITIES UNDERLYING
THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND IN ACCORDANCE WITH ALL
APPLICABLE STATES SECURITIES LAWS AND, IF REQUIRED BY THE COMPANY, AN OPINION OF COUNSEL FOR HOLDER OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE SATISFACTORY TO COMPANY, THAT SUCH TRANSFER IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT. ADDITIONALLY,
THIS WARRANT MAY NOT BE EXERCISED ABSENT AN AVAIALBLE EXEMPTION FROM THE REGISTRATION REQUIRMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK

of

AMEDICA CORPORATION


 


July
28, 2017


 


THIS
CERTIFIES THAT, for value received, North Stadium Investments, LLC, a Missouri limited liability company (“Holder”),
is entitled to subscribe for and purchase Six Hundred and Sixty Thousand (660,000) fully paid and nonassessable shares of Common
Stock of Amedica Corporation, a Delaware corporation (“Company”) upon payment of the Warrant Price (as hereinafter
defined), in all cases subject to the adjustments and provisions and upon the terms and conditions hereinafter set forth. The
exercise price shall be the Warrant Price. This Warrant is being issued in connection with that certain secured promissory note
by and between Holder and Company dated July 28, 2017. 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 $0.42 per share, subject to adjustment as provided in
Section 6 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. (Central time) on the fifth anniversary
following 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 15 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 Warrant Shares 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, converted or expired, a new Warrant having terms and conditions substantially
identical to this Warrant, representing the portion of the Warrant Shares, if any, and with respect to the remaining term of this
Warrant with respect to which this Warrant shall not have been exercised or converted, shall also be issued to Holder hereof within
3 business days after exercise of this Warrant.


 







    	 



     


    

 


(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


 


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)
For any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the average of the last reported sales price of the Common Stock on the Trading Market on which
the Common Stock is then listed or quoted for the five (5) trading days prior to the date of determination of Fair Market Value
as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b) if the Common Stock is quoted on the OTC Bulletin Board, the average of the closing bid and asked prices of Common Stock on
the OTC Bulletin Board for the five (5) trading days prior to the date of determination of Fair Market Value, (c) if the Common
Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported
in the “Pink Sheets” published by Pink OTC Markets Group, Inc. (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company; 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 Common Stock in such transaction as determined in
the reasonable good faith judgment of Company’s Board of Directors.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New
York Stock Exchange (or any successors to any of the foregoing).


 


In
the event of Section 3(c)(ii) 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 Common Stock. In the event of Section 3(c)(ii), 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. In all cases, delivery of the Warrant Shares to be issued on conversion shall be made within 3 business
days after conversion of this Warrant and at Company’s expense and, unless this Warrant has been fully exercised, converted
or expired, a new Warrant having terms and conditions substantially identical to this Warrant, representing the portion of the
Warrant Shares, if any, and with respect to the remaining term of this Warrant with respect to which this Warrant shall not have
been exercised, shall also be issued to Holder hereof within 3 business days after conversion of this Warrant.


 




    	 	2	 



    	 



    

 


(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, Company shall issue the Warrant Shares electronically in accordance with Holder’s
written instructions delivered to Company in a timely manner.


 


(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 arm’s 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.


 




    	 	3	 



    	 



    

 


(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)
No Public Sale or Distribution. Holder is (i) acquiring these Warrants and (ii) upon exercise of the Warrants or upon a
conversion of the Warrants will acquire the Warrant Shares issuable upon exercise of the Warrants (together with the Warrants,
the “Securities”), for its own account and not with a view towards, or for resale in connection with, the public sale
or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by
making the representations herein, Holder reserves the right to dispose of the Securities at any time in accordance with or pursuant
to registration under the Securities Act or an available exemption from such registration requirements and in each case in accordance
with any applicable state securities laws. Holder does not presently have any agreement or understanding, directly or indirectly,
with any person to distribute any of the Securities.


 


(iii)
Accredited Investor Status. Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D under the Securities Act.


 


(iv)
Reliance on Exemptions. Holder understands that the Securities have not been registered under the Securities Act or any
applicable state securities laws and are being offered and sold to it in reliance on the exemptions from registration under the
Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act and
pursuant to similar exemptions from any applicable state securities laws and that the Company is relying in part upon the truth
and accuracy of, and Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of Holder set forth herein in order to determine the availability of such exemptions and the eligibility of Holder to acquire
the Securities.


 


(v)
Information. Holder and its advisors, if any, have had access to the Company’s reporting documents as filed with
the United States Securities and Exchange Commission (the “SEC”) filed electronically on EDGAR and available at www.sec.gov
and has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities that have been requested by Holder. Holder and its advisors, if any, have been afforded
the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by
Holder or its advisors, if any, or its representatives shall modify, amend or affect Holder’s right to rely on the Company’s
representations and warranties contained herein. Holder understands that its investment in the Securities involves a high degree
of risk. Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 




    	 	4	 



    	 



    

 


(vi)
No Governmental Review. Holder understands that no United States federal or state agency or any other government or governmental
agency, including but not limited to the SEC, has passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the
offering of the Securities.


 


(vii)
Transfer or Resale. Holder understands that: (i) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred, directly or indirectly, unless
(A) subsequently registered thereunder, (B) such sale, offer, assignment or transfer is to the Company, (C) the sale, offer, assignment
or transfer is made pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144
thereunder, if available, and in accordance with any applicable state securities laws provided that Holder has furnished to the
Company reasonable assurances, in form and substance reasonably satisfactory to the Company, that registration is not required
under the Securities Act or (D) such sale, offer, assignment or transfer is pursuant to a transaction that does not require registration
under the Securities Act or any applicable state securities laws provided that such Holder has furnished to the Company an opinion
of counsel of recognized standing in form and substance reasonably satisfactory to the Company that registration is not required
under the Securities Act; (ii) neither the Company nor any other person is under any obligation to register the Securities under
the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


 


(viii)
Legends. Holder understands that the certificates or other instruments representing the Warrant Shares issuable upon exercise
of this Warrant, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such stock certificates):


 


THESE
SECURITIES HAVE NOTBEEN NOR WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
SUBJECT TO SECTION 5 BELOW, THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY,
EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS
AND IN ACCORDANCE WITH ALL APPLICABLE STATES SECURITIES LAWS AND, IF REQUIRED BY THE COMPANY, AN OPINION OF COUNSEL FOR HOLDER
OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO COMPANY, THAT SUCH TRANSFER IS NOT REQUIRED TO BE REGISTERED UNDER
THE SECURITIES ACT.


 


The
legend set forth above shall be removed and/or the Company shall issue a certificate without such legend to the holder of the
Securities upon which it is stamped if (i) such Securities are registered for resale by the holder under the Securities Act, or
(ii) the Securities are sold, assigned or transferred pursuant to Rule 144, or can be sold, assigned or transferred pursuant to
Rule 144 without the requirement to be in compliance with Rule 144(c)(i), and such holder provides the Company with reasonable
assurances, in form and substance reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer
of the Securities may be made without registration under the applicable requirements of the Securities Act including an opinion
of counsel for Holder reasonably satisfactory to Company.


 


(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.


 




    	 	5	 



    	 



    

 


(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.


 


5.
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 Securities 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 Securities 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.


 




    	 	6	 



    	 



    

 


6.
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, 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 6. 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 6(a) and
6(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.


 


7.
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 6 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 15 hereof.


 




    	 	7	 



    	 



    

 


8.
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.


 


9.
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.


 


10.
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.


 


11.
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.


 


12.
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.


 


13.
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 Delaware, 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.


 


14.
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. 


 


15.
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 written
notice to the other party delivered in accordance with this Section 15), 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:
    COO


 




    	 	8	 



    	 



    

 


	 	If
    to Holder:	North
    Stadium Investments, LLC
	 	 	620
    N. Tradewinds Pkwy
	 	 	Suite
    A
	 	 	Columbia,
    MO 65201


 


16.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.


 


17.
Consent to Jurisdiction 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 Utah. By execution and delivery of this Agreement,
each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Salt Lake County, State of Utah; (b)
waives any objection as to jurisdiction or venue in Salt Lake County, State of Utah; (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 15, and shall be deemed effective
and received as set forth in Section 15. 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.


 


18.
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 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 COMPANY AGAINST HOLDER OR
ITS ASSIGNEE OR BY HOLDER OR ITS ASSIGNEE AGAINST 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 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.


 


19.
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 17, 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.


 


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


 


	AMEDICA
    CORPORATION	 
	 	 	 
	By:	 	 
	Name:	David
    O’Brien	 
	Title:	Vice
    President and General Manager	 


 




    	 	9	 



    	 



    

 


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 Common Stock (the “Common Stock”)
    of Amedica Corporation (the “Company”), pursuant to the terms of the Warrant Agreement dated July 28, 2017 (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. If the undersigned is not converting
this Warrrant pursuant to Section 3(b) of the Warrant, the undersigned represents it is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as amended, and the representations made by Holder in the
Warrant in respect of the purchase of the Warrant are true and correct as to the undersigned as of the date hereof in respect
to the exercise of the Warrant.


 


Please
issue a certificate representing the shares of 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:	_______
    ___, 201___


 




    	 	10