Form of Subscription Agreement For Series D Conv. Pref. Stock

Exhibit 10.2

AMEDICA CORPORATION

SUBSCRIPTION AGREEMENT THE SECURITIES OFFERED IN THE FORM OF THE SERIES D CONVERTIBLE PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT" ), OR ANY STATE SECURITIES LAWS. THE SECURITIES OFFERED HEREBY CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THIS AGREEMENT AND SUCH LAWS.

Amedica Corporation Creation Capital LLC 615 Arapeen Drive 100 Congress Avenue Suite 302 Suite 2000 Salt Lake City, Utah 84108 Austin, Texas 78701 Attention: Ashok Khandkar Attention: Gregg R. Honigblum Phone: (801) 583-5100 Phone: (512) 370-4900

Ladies and Gentlemen:

1. Subscription . Subject to the terms and conditions of this agreement (this " Subscription Agreement" ) and the terms of the offering described in the Confidential Private Placement Memorandum dated March 28, 2007 (the " Memorandum" ), for shares of Series D Convertible Preferred Stock, par value $0.01 per share (" Series D Preferred Stock" ), of Amedica Corporation, a Delaware corporation (the " Company" ), the undersigned, intending to be legally bound, hereby subscribes for and agrees to purchase from the Company shares of Series D Preferred Stock, being issued and sold by the Company, at a purchase price of $3.00 per share. In connection with the undersigned' s delivery of this Subscription Agreement to Creation Capital, the Company' s placement agent (the " Placement Agent" ), at its address set forth above, the undersigned herewith delivers a check in (or, at the option of the Company, wire transfer of) the amount of $ (representing the number of shares of Series D Preferred Stock to be purchased multiplied by $3.00), made payable to " Amedica Stock Subscription Escrow," which amount represents the aggregate purchase price of the shares of Series D Preferred Stock purchased by the undersigned. If the undersigned wire transfers the subscription amount, the instructions for the wire transfer are as follows:

Name of Bank: Wells Fargo Bank, N.A Address of Bank:

299 South Main Street

Salt Lake City, UT 84111 ABA Number:

XXX XXX XXX Account Number:

XXXXXXXXXX Attn: Corporate Trust Services Reference:

FBO Amedica Stock Escrow Reference: (Name of Investor)


1

ANY SUBSCRIPTION FOR SHARES OF SERIES D PREFERRED STOCK MUST BE FOR A MINIMUM OF 35,000 SHARES (or a minimum investment of $105,000); however, the Company reserves the right in its discretion to accept subscriptions for lesser amounts.

Except to the extent provided by applicable state securities laws, the undersigned agrees that this subscription is irrevocable and will survive the death, disability or incapacitation of the undersigned. The undersigned further understands that if and to the extent this subscription is not accepted, in whole or in part, by the Company or the Placement Agent, the amounts received on behalf of the Company from the undersigned will be returned, without interest, to the undersigned. 2. Access to Information . By initialing this Subscription Agreement in the space provided below, the undersigned acknowledges (a) receipt of a copy of the Memorandum and represents that the undersigned has read, carefully reviewed and understood the Memorandum; (b) that the Company has made available to the undersigned, or the undersigned' s personal advisors, the opportunity to obtain additional information to verify the accuracy of the information contained in the Memorandum to the undersigned' s satisfaction, and to evaluate the merits and risks of the undersigned' s investment in shares of Series D Preferred Stock; and (c) that undersigned and/or the undersigned' s advisors has/have had the opportunity to ask questions and receive answers from the officers and other representatives of the Company regarding the terms and conditions of this Subscription Agreement, the financial position of the Company, the prospects, operations and affairs of the Company and other matters.

PLEASE INITIAL HERE :

Initial 3. Representations and Warranties . The undersigned hereby represents and warrants to the Company and the Placement Agent and to each other person who subscribes for shares of Series D Preferred Stock, with the understanding that the Company and the Placement Agent will evaluate this subscription (and the undersigned' s suitability as a purchaser of shares of Series D Preferred Stock) in reliance on the undersigned' s representations and warranties and that the other subscribers for shares of Series D Preferred Stock will rely on the undersigned' s representations and warranties in subscribing for the Series D Preferred Stock as follows:

(a) The Company has answered all inquiries the undersigned has made concerning the Company, its business and financial condition, or any other matter relating to the operation of the Company and the offer and sale of the Series D Preferred Stock. No person has made any oral or written statement or inducement to the undersigned that is contrary to the information set forth in the Memorandum.

(b) The undersigned has the requisite knowledge and experience in financial and business matters, and financial and business matters of the type in which the Company is engaged, to be capable of evaluating the merits and risks (including tax considerations) of an investment in the Company through a purchase of shares of Series D Preferred Stock.

(c) If the undersigned is a foreign investor, the undersigned is not a " U.S. person" within the meaning of Regulation S promulgated under the Securities Act, because: (1) the undersigned is not a natural person resident in the United States, or (2) a partnership or corporation organized or incorporated under the laws of any jurisdiction and formed by a U.S. person pr ...