Exhibit
4.28


 


 


Amedica
Corporation


 


and


 


American
Stock Transfer & Trust Company, LLC, as


Warrant
Agent


 


 


Warrant
Agency Agreement


 


Dated
as of __________, 2018


 


WARRANT
AGENCY AGREEMENT


 


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”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of the Company’s Series B Preferred Stock, par value $0.01 per share (“Preferred
Stock”), together with warrants (the “Warrants”) to purchase shares of common stock, par value $0.01
per share (the “Common Stock”), pursuant to an effective registration statement on Form S-1 (File No. 333-223032)
(the “Registration Statement”), the Company wishes to issue Warrants in book entry form entitling the respective
holders of the Warrants (the “Holders”, which term shall include a Holder’s transferees, successors and
assigns and “Holder” shall include, if the Warrants are held in “street name”, a Participant (as defined
below) or a designee appointed by such Participant) to purchase an aggregate of up to [●] shares of Common Stock upon the
terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS,
the shares of Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be
issued separately, but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s
capacity as the Company’s transfer agent, the delivery of the Warrant Shares.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the
United States or any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 




    	 



     


    

 


(c)
“Close of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 


(j)
“Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or
exercise of Warrant in the form of a Global Warrant (as defined below).


 


(k)
“Warrant Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the
Warrants.


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment. The Company may from time to time
appoint a Co-Warrant Agent as it may, in its sole discretion, deem necessary or desirable. The Warrant Agent shall have no duty
to supervise, and will in no event be liable for the acts or omissions of, any co-Warrant Agent.


 


Section
3. Global Warrants.


 


(a)
The Warrants shall be issuable in book entry form (the “Global Warrants”). All of the Warrants shall initially
be represented by one or more Global Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a
nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary
(such institution, with respect to a Warrant in its account, a “Participant”).


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent to deliver to each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the
form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of
such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the
deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall
promptly issue and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant
Certificate Request Notice. Such Warrant Certificate shall be dated the original issue date of the Warrants, shall be manually
executed by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably
acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct
the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate
Delivery Date”).


 




    	 



     


    

 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice
of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1
hereto.


 


Section
5. Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or Vice President, either manually or by facsimile signature, and, if applicable, have
affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary
of the Company, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent
either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by
the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate
had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Agreement any such person was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders
of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of
each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company
may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on
the Termination Date, any Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants may be transferred,
split up, combined or exchanged for another Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants,
entitling the Holder to purchase a like number of shares of Common Stock as the Warrant Certificate or Warrant Certificates or
Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up,
combine or exchange any Warrant Certificate or Global Warrant shall make such request in writing delivered to the Warrant Agent,
and shall surrender the Warrant Certificate or Warrant Certificates to be transferred, split up, combined or exchanged at the
principal office of the Warrant Agent, provided that no such surrender is applicable to the Holder of a Global Warrant. Any requested
transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence of authority
of the party making such request that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject to the
last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange
of Warrant Certificates. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties
hereto and provided separately on the date hereof.


 


Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion
thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount, and satisfaction of
any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of Delaware,
and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the
Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant Certificate
of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or
mutilated.


 




    	 



     


    

 


Section
7. Exercise of Warrants; Exercise Price; Termination Date.


 





(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall
terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business
on the Termination Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant
in whole or in part upon surrender of the Warrant Certificate, if required, with a duly executed facsimile copy (or e-mail attachment)
of the Notice of Exercise. Within one (1) Trading Day following the date of delivery of the Notice of
Exercise, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise
by wire transfer or by cashier’s check drawn on a United States bank, to the Warrant Agent at the principal office of the
Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from time to time, unless a cashless
exercise procedure is specified in the applicable Notice of Exercise. In the case of the Holder of a Global Warrant, the Holder
shall deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other
provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in
book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall effect
exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation,
as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services
provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with
the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company
nor the Holders will receive interest on any deposits or Exercise Price.







 


(b)
Upon receipt of an Notice of Exercise for a cashless exercise, the Company will promptly calculate and transmit to the Warrant
Agent the number of Warrant Shares issuable in connection with such cashless exercise and deliver a copy of the Notice of Exercise
to the Warrant Agent, which shall issue such number of Warrant Shares in connection with such cashless exercise.


 


(c) Upon the Warrant
Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Termination Date set forth in such
Warrant Certificate, with the executed Notice of Exercise, accompanied by payment of the Exercise Price for the shares to be purchased
(other than in the case of a cashless exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement
referred to in Section 6 in cash, or by certified check or cashier’s check drawn on a United States bank payable to the
order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Notice of Exercise and the
payment of the Exercise Price (other than in the case of a cashless exercise) and any other applicable amounts as set forth herein),
the Company shall cause the Warrant Shares purchased under such Warrant to be transmitted by the Warrant Agent to the Holder by
(i) provided that the Warrant Agent is participating in the DTC Fast Automated Securities Transfer Program, by crediting the Holder’s
or its designee’s balance account with DTC through the standard warrant exercise protocol then in effect with DTC ,
or (ii) if the Warrant Agent is not participating in the DTC Fast Automated Securities Transfer Program, by issuing and delivering
(via reputable overnight courier) to the address as specified in the Notice of Exercise, a certificate, registered in the name
of the Holder or its designee, in each case by the date that is two (2) Trading Days after the date of delivery of the Notice
of Exercise (the “Warrant Share Delivery Date”); provided, that the Holder delivers the payment to the Warrant
Agent of the aggregate Exercise Price with respect to the Notice of Exercise (other than in the case of a cashless exercise) within
one (1) Trading Day following the date of delivery of the Notice of Exercise; provided, further, that if the Holder fails to deliver
such payment within one (1) Trading Day following the date of delivery of the Notice of Exercise, such Warrant Share Delivery
Date shall instead become the first Trading Day following the delivery of such payment. Upon the date of delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with
respect to which any Warrants have been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment
of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day following
the Exercise Date. While the Warrants remains outstanding, the Company shall use a transfer agent that participates in the DTC
Fast Automated Securities Transfer Program. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to
any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company
and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a cashless
exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price
of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof, the Warrant
Agent will not be obligated to deliver certificates representing any such Warrant Shares until following receipt of such payment,
and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment
is delivered to the Warrant Agent.












 




    	 



     


    

 


(d)
The Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and
shall advise the Company via telephone at the end of each day on which funds for the exercise of any Warrant are received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


(e)
In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent
to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant
Certificate, subject to the provisions of Section 6 hereof.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver
all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law,
rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 


Section
9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and
delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming
due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)
As of the date hereof, and excluding the shares of Common Stock and Warrants to be issued in the Offering, the authorized capital
stock of the Company consists of (i) 250,000,000 shares of Common Stock, of which 3,073,414 shares of Common Stock are issued
and outstanding, and [●] shares of Common Stock are reserved for issuance upon exercise of the Warrants, and (ii) 130,000,000
shares of Preferred Stock, of which no shares are issued and outstanding. Except as disclosed in the Registration Statement, there
are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class
of capital stock of the Company.


 


(c)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares
of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number
of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)
The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants
surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until
any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such
Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction
that no such tax or governmental charge is due.


 




    	 



     


    

 


Section 10. Common
Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants
shall for all purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate
shall be dated, the date upon which the Notice of Exercise was delivered.




 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant
to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections
7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All
Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate
shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time
to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number
of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company
shall promptly deliver to the Holder by facsimile or e-mail a notice setting forth the Exercise Price after such adjustment and
any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding of such fraction to the nearest whole Warrant (rounded down).


 


(b)
The Company shall not issue fractions of shares or scrip representing fractions of shares of Common Stock upon exercise of Warrants
or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common
Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be
made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section
14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder
of the Holders from time to time of the Warrant Certificates shall be subject:


 


	 	(a)	Compensation
    and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 hereto for
    all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
    reasonable counsel fees) incurred without gross negligence, bad faith or willful misconduct by the Warrant Agent in connection
    with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
    to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct
    on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the
    reasonable costs and expenses of defending against any claim of such liability.



 



    	 



     


    

 


	 	(b)	Agent
    for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent
    is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with
    any of the Holders of Warrant Certificates or beneficial owners of Warrants.
	 	 	 
	 	(c)	Counsel.
    The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written
    advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
    omitted by it hereunder in good faith and in accordance with the advice of such counsel.
	 	 	 
	 	(d)	Documents.
    The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in
    reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document
    reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
	 	 	 
	 	(e)	Certain
    Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
    in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent
    permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company
    and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations
    of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed
    to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.
	 	 	 
	 	(f)	No
    Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on
    any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.
	 	 	 
	 	(g)	No
    Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any
    of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).
	 	 	 
	 	(h)	No
    Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
    herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are
    made solely by the Company.
	 	 	 
	 	(i)	No
    Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
    specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates
    against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend
    to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion,
    assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of
    any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement
    or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or
    responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or
    in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with
    respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
    or attempt to initiate any proceedings at law.


 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor
Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust
business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver
such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned,
any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 




    	 



     


    

 


In
case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been
countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates
so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent
may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant
Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)
The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company),
and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.


 


(b)
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate
shall be full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence,
bad faith or willful misconduct, or for a breach by it of this Agreement.


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
or in the Warrant Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)
The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price
or the making of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible
for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such
adjustment or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of
any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate
or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 




    	 



     


    

 


(f)
Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party hereto
for the carrying out or performing by any party of the provisions of this Agreement.


 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer, Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action
taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent
carries out such instructions without gross negligence, bad faith or willful misconduct.


 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant
Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent
to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the
Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period
of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection
by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment
of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until
a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000.
After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and
transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section
17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.


 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to
the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class
of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with
the provisions of this Agreement.


 




    	 



     


    

 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder
of any Warrant Certificate to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant
Certificate, shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following
the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized
overnight courier, (c) on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered
or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via
facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after
the date of transmission, if such notice or communication is delivered via facsimile or email attachment on a day that is not
a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


(a)
If to the Company, to:


 


Amedica
Corporation


1885
West 2100 South


Salt
Lake City, UT 84119


Attention:
Controller


Fax:
(801) 839-3605


Email:
bcloward@amedica.com


 


With
a copy (which shall not constitute notice) to:


 


Life
Science Law, PC


4372
W. Mille Lacs Dr.


South
Jordan, UT 84009


Attention:
Kevin J. Ontiveros


Fax:
(801) 880-7013


Email:
kontiveros@lifesciencelawpc.net


 


(b)
If to the Warrant Agent, to:


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
New York 11219


Attention:
Frank Ruggiero


email:
FRuggiero@amstock.com


Facsimile:
(718) 765-8713


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service
to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.


 


(c)
If to the Holder of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any
notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the
Company. Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder
of any Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures
of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
of Global Warrant certificates in order to add to the covenants and agreements of the Company for the benefit of the Holders of
the Global Warrant certificates or to surrender any rights or power reserved to or conferred upon the Company in this Agreement,
provided that such addition or surrender shall not adversely affect the interests of the Holders of the Global Warrant certificates
in any material respect.


 




    	 



     


    

 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
a majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement
or modifying in any manner the rights of the Holders of the Global Warrant certificates; provided, however, that
no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are
exercisable or reducing the percentage required for consent to modification of this Agreement may be made without the consent
of the Holder of each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s
execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the
Company that states that the proposed amendment complies with the terms of this Section 20.


 


Section
21. Successors. All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company,
the Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant
Certificates.


 


Section
23. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to the conflicts of law principles thereof.


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
26. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the
holders of the Common Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor
thereof) of the Securities and Exchange Commission.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	AMEDICA
    CORPORATION
	 	 	 
	 	By:	 
	 	Name:	B.
Sonny Bal
	 	Title:	President
    and Chief Executive Officer


 


	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	Michael
Legregin
	 	Title:	Senior
    Vice President


 


[Signature Page to
Warrant Agency Agreement]


 




    	 



     


    

 


Annex
A: Form of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
American Stock Transfer & Trust Company, LLC as Warrant Agent for Amedica Corporation (the “Company”)


 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company
hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	Name
    of Holder of Warrants in form of Global Warrants: _____________________________
	 	 	 
	 	2.	Name
    of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	 	 
	 	3.	Number
    of Warrants in name of Holder in form of Global Warrants: ___________________
	 	 	 
	 	4.	Number
    of Warrants for which Warrant Certificate shall be issued: __________________
	 	 	 
	 	5.	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________
	 	 	 
	 	6.	Warrant
    Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:


_____________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:


______________________________________________


 


Name
of Authorized Signatory:


________________________________________________________________


 


Title
of Authorized Signatory:


_________________________________________________________________


 


Date:


____________________________________________________________________________________


 




    	 



     


    

 


Exhibit
1: Form of Warrant Certificate