$Amedica(AMDA)$ A special meeting of the stockholders of Amedica Corporation, a Delaware corporation (the “Company”), will be held at [__]:00 a.m., on October [__], 2015, at 1885 West 2100 South, Salt Lake City, UT 84119, for the following purposes:

1.

to approve the issuance of common stock of the Company, par value $0.01 per share (“Common Stock”), representing more than 19.99% of the outstanding Common Stock or voting power of the Company in exchange for an aggregate of gross proceeds of approximately $10 million pursuant to the exercise of the Series B and Series C Warrants issued in connection with that certain securities purchase agreement entered into with certain investors named therein, dated September 8, 2015, and any Series D Warrants issued in relation to the Series B or Series C Warrants, as required by the rules of The NASDAQ Stock Market (the “NASDAQ Rules”), including NASDAQ Rule 5635(d);

2.

to approve an amendment to the Company’s Restated Certificate of Incorporation to effectuate a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of between 1-for-2 and 1-for-15, inclusive, which ratio will be selected at the sole discretion of our Board of Directors at any whole number in the above range, with any fractional shares that would otherwise be issued as a result of the reverse stock split being rounded up to the nearest whole share (the “Reverse Stock Split”); provided, that our Board of Directors may abandon the Reverse Stock Split in its sole discretion;

3.

to ratify the Audit Committee’s appointment of Mantyla McReynolds LLC as Amedica’s independent registered public accounting firm for the year ending December 31, 2015; and

4.

to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt one or more of the foregoing Proposals.

Stockholders at the close of business on September 24, 2015 are entitled to vote in person or by proxy at the special meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as pr