GLOBUS MEDICAL, INC. (a Delaware corporation) [•] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
Globus Medical, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Goldman, Sachs & Co. (“Goldman Sachs”), Piper Jaffray & Co. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Goldman Sachs and Piper Jaffray & Co. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedules A and B hereto and (ii) the g
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Globus Medical, Inc., a Delaware corporation (the “Company”), and [employee] (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 5th, 2020 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this ___ day of August, 2020 (the “Effective Date”), by and between Globus Medical, Inc., a Delaware corporation with its principal office in Montgomery County, Pennsylvania (the “Company”), and Kelly Huller, a resident of Pennsylvania (“Executive”), hereinafter collectively referred to as “the Parties”.
BOND HEDGE GUARANTEEBond Hedge Guarantee • November 7th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
WHEREAS, the Dealer and the Counterparty have executed and delivered a Confirmation and a related side letter dated as of February 26, 2020, pursuant to which the Dealer sold to the Counterparty, and the Counterparty purchased from the Dealer, call options entitling the Counterparty to purchase shares of Counterparty common stock, par value USD 0.001 per share (the “Confirmation”);
BOND HEDGE AMENDMENT LETTER AGREEMENTBond Hedge Amendment Letter Agreement • November 7th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS BOND HEDGE AMENDMENT LETTER AGREEMENT (this “Letter Agreement”), dated as of September 1, 2023, is entered into among Royal Bank of Canada (the “Dealer”), NuVasive, Inc. (the “Counterparty”) and Globus Medical, Inc. (the “Parent”).
WARRANT AMENDMENT LETTER AGREEMENTWarrant Amendment Letter Agreement • November 7th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT AMENDMENT LETTER AGREEMENT (this “Letter Agreement”), dated as of September 1, 2023, is entered into among JPMorgan Chase Bank, National Association, New York Branch (the “Dealer”), NuVasive, Inc. (the “Company”) and Globus Medical, Inc. (the “Parent”).
WARRANT GUARANTEEWarrant Guarantee • November 7th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT GUARANTEE (this “Guarantee”), dated as of September 1, 2023, is entered into among JPMorgan Chase Bank, National Association, New York Branch (the “Dealer”) NuVasive, Inc. (the “Company”) and Globus Medical, Inc. (the “Parent”).
CREDIT AGREEMENTCredit Agreement • July 27th, 2016 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of May 3, 2016 by and between GLOBUS MEDICAL, INC., a Delaware corporation and GLOBUS MEDICAL NORTH AMERICA, INC., a Pennsylvania corporation (each individually, a “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 2nd, 2016 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of September 1, 2016 (this “Amendment”), by and between Globus Medical Ireland, Ltd., a private limited company existing under the laws of Ireland (“Buyer”), and Alphatec Holdings, Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein as the “Parties.” Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement, as defined below.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 9th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus
This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 8, 2023 (the “Agreement Date”), by and among (i) Globus Medical, Inc., a Delaware corporation (“Parent”), (ii) NuVasive, Inc., a Delaware corporation (the “Company”), and (iii) David Paul and Sonali Paul (collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).
PURCHASE AND SALE AGREEMENT dated as of July 25, 2016 between Globus Medical Ireland, Ltd. and Alphatec Holdings, Inc.Purchase and Sale Agreement • July 27th, 2016 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 2nd, 2015 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of February 24, 2015, by and among Branch Medical Group, Inc., a Delaware corporation (the “Company”), Globus Medical, Inc., a Delaware corporation and the parent entity of Merger Sub (“Parent”), BM Acquisition, Inc., a Delaware corporation (“Merger Sub”), and Spine Therapy Technologies, LLC, a North Carolina limited liability company as representative of the stockholders of the Company (the “Stockholders’ Representative”). Parent, Merger Sub and the Company are referred to herein as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among GLOBUS MEDICAL, INC., ZEBRA MERGER SUB, INC., and NUVASIVE, INC. dated as of February 8, 2023Agreement and Plan of Merger • February 9th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2023, by and among Globus Medical, Inc. (“Parent”), a Delaware corporation, Zebra Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and NuVasive, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 2023Credit Agreement • October 2nd, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
This Credit Agreement, dated as of September 27, 2023, is between GLOBUS MEDICAL, INC., a Delaware corporation (“Globus”) and GLOBUS MEDICAL NORTH AMERICA, INC., a Pennsylvania corporation (“Globus North America” and together with Globus, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), the Lenders, U.S. Bank National Association, a national banking association, as Administrative Agent, Joint Lead Arranger, and Joint Book Runner, Citizens Bank, N.A., as Syndication Agent, Joint Lead Arranger and Joint Book Runner and Royal Bank of Canada, as Documentation Agent. The parties hereto agree as follows:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 1st, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2023 (the “First Supplemental Indenture”), is entered into among NuVasive, Inc., a Delaware corporation (the “Company”), Globus Medical, Inc., a Delaware corporation (“Parent”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 26th day of March, 2012, and effective January 3, 2012 (the “Effective Date”), by and between Globus Medical, Inc., a Delaware corporation with its principal office in Montgomery County, Pennsylvania (the “Company”), and Richard Baron, a resident of Pennsylvania (“Executive”), hereinafter collectively referred to as “the Parties”.
GLOBUS MEDICAL, INC. 2012 EQUITY INCENTIVE PLANGlobus Medical Inc • May 8th, 2012 • Surgical & medical instruments & apparatus • Delaware
The purpose of the Globus Medical, Inc. 2012 Equity Incentive Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Globus Medical, Inc. (the “Company”) by linking the individual interests of the Non-Employee Directors, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan provides a mechanism through which the Company may grant equity and equity-based awards as well as cash bonus and other cash awards to Eligible Individuals.
GUARANTYGuaranty • October 2nd, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
This Guaranty, dated as of September 27, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by and between each of the Persons identified as Guarantors on the signature pages hereof (each an “Initial Guarantor”) and each other Guarantor, in favor of U.S. Bank National Association, a national banking association, in its capacity as Administrative Agent for the Lenders under the Credit Agreement dated as of September 27, 2023, between GLOBUS MEDICAL, INC., a Delaware corporation (“Globus”) and GLOBUS MEDICAL NORTH AMERICA, INC., a Pennsylvania corporation (“Globus North America” and together with Globus, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), the Lenders, and the Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
GLOBUS MEDICAL, INC. INVESTOR RIGHTS AGREEMENT JULY 23, 2007Investor Rights Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
In consideration of the transfer to the undersigned of 6,912,442 shares of Series E Preferred Stock of Globus Medical, Inc., a Delaware corporation (the “Company”), the undersigned represents that it is a transferee of Goldman, Sachs & Co., on behalf of its Principal Strategies Group and agrees that, as of the date written below, it shall become a party to, and a Holder as defined in, that certain Investor Rights Agreement dated as of July 23, 2007, as such agreement may have been amended from time to time (the “Investor Rights Agreement”), among the Company and the persons named therein, and as a transferee shall be fully bound by, and subject to all of the covenants, terms and conditions of the Investor Rights Agreement as though an original party thereto and shall be deemed an Investor for all purposes thereof.
GLOBUS MEDICAL, INC. FIRST AMENDMENT TO VOTING AGREEMENTVoting Agreement • July 23rd, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This First Amendment to Voting Agreement (this “Amendment”), dated as of the 20th day of July 2012, is entered into by and among Globus Medical, Inc., a Delaware corporation (the “Company”), and the undersigned holders of shares of the Company’s Common Stock, all of whom are party to that certain Voting Agreement (the “Voting Agreement”) dated as of June 14, 2004, by and among the Company and certain of its stockholders. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Voting Agreement.
GLOBUS MEDICAL, INC. NO COMPETITION AND NON-DISCLOSURE AGREEMENTNCND Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
This No Competition and Non-Disclosure Agreement (“NCND Agreement”) is made and entered into between Globus Medical, Inc., its subsidiaries and divisions including Algea Therapies, Inc. (collectively the “Company”) and (“Employee”) effective (“Effective Date”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 16, 2012, by and between GLOBUS MEDICAL, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
VICE PRESIDENT EMPLOYMENT AGREEMENTVice President Employment Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS VICE PRESIDENT EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this May 18, 2005 (the “Effective Date”), by and between Globus Medical, Inc., a Delaware corporation with its principal office in Montgomery County, Pennsylvania (the “Company”), and Brett Murphy, a resident of Florida (the “Vice President”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2013 • Globus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of May 31, 2013, by and between GLOBUS MEDICAL, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2015 • Globus Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 14th day of September 2015, and effective as of September 8, 2015 (the “Effective Date”), by and between Globus Medical, Inc., a Delaware corporation with its principal office in Montgomery County, Pennsylvania (the “Company”), and David M. Demski, a resident of Pennsylvania (“Employee”), hereinafter collectively referred to as “the Parties”.
GLOBUS MEDICAL, INC. VOTING AGREEMENT JULY 23, 2007Voting Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of July, 2007, by and among GLOBUS MEDICAL, INC., a Delaware corporation (the “Company”), and those certain holders of the Company’s voting stock listed on EXHIBIT A hereto (the “Key Common Holders”) and the persons and entities listed on EXHIBIT B hereto (the “Investors” and, together with the Key Common Holders, the “Holders”).
VOTING AGREEMENTVoting Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2004 by and among Globus Medical, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto (individually, a “Stockholder” and collectively, the “Stockholders”), and David C. Paul, or such other person as may be appointed in place of such individual pursuant to the terms of this Agreement (the “Proxy”).
CREDIT AGREEMENTCredit Agreement • August 10th, 2020 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
GLOBUS MEDICAL, INC. 2021 EQUITY INCENTIVE PLANGlobus Medical Inc • June 4th, 2021 • Surgical & medical instruments & apparatus • Delaware
The purpose of the Globus Medical, Inc. 2012 Equity Incentive Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Globus Medical, Inc. (the “Company”) by linking the individual interests of the Non-Employee Directors, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Non-Employee Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Plan provides a mechanism through which the Company may grant equity and equity-based awards as well as cash bonus and other cash awards to Eligible Individuals.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2020 • Globus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated March 13, 2020, is entered into by and between GLOBUS MEDICAL, INC., a Delaware corporation and GLOBUS MEDICAL NORTH AMERICA, INC., a Pennsylvania corporation (each individually, a "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Each reference herein to “Borrower” shall mean each and every party, collectively and individually, defined above as a Borrower.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2021 • Globus Medical Inc • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 4, 2021, by and among GLOBUS MEDICAL, INC., a Delaware corporation (the “Company”), GLOBUS MEDICAL NORTH AMERICA, INC., a Pennsylvania corporation, (“North America”, and, together with the Company, the “Borrowers”) and CITIZENS BANK, N.A., as Lender.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2015 • Globus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 4, 2015, by and between GLOBUS MEDICAL, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
GLOBUS MEDICAL, INC. FIRST AMENDMENT TO AMENDED AND RESTATED STOCK SALE AGREEMENTStock Sale Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This First Amendment to Amended and Restated Stock Sale Agreement (this “Amendment”), dated as of the 14th day of January 2009, is entered into by and among Globus Medical, Inc., a Delaware corporation (the “Company”), the undersigned holders of shares of the Company’s Series E Preferred Stock, and the undersigned holders of shares of the Company’s Common Stock, all of whom are party to that certain Amended and Restated Stock Sale Agreement (the “Stock Sale Agreement”) dated as of July 23, 2007, by and among the Company and certain of its stockholders. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Stock Sale Agreement.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND FIRST AMENDMENT TO PRODUCT MANUFACTURE AND SUPPLY AGREEMENTPurchase and Sale Agreement • May 4th, 2017 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND FIRST AMENDMENT TO PRODUCT MANUFACTURE AND SUPPLY AGREEMENT is made as of February 9, 2017 (this “Amendment”), by and between Globus Medical Ireland, Ltd., a private limited company existing under the laws of Ireland (“Buyer”), and Alphatec Holdings, Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein as the “Parties.” Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Purchase Agreement, as defined below.
GLOBUS MEDICAL, INC. AMENDED AND RESTATED STOCK SALE AGREEMENT JULY 23, 2007Stock Sale Agreement • May 8th, 2012 • Globus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED STOCK SALE AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of July, 2007, by and among GLOBUS MEDICAL, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on EXHIBIT A hereto (the “Investors”) and each of the persons listed on EXHIBIT B hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”).
