INDENTURE between ORTHOPEDIATRICS CORP., as Issuer andIndenture • November 1st, 2018 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of [•], 20[•], between ORTHOPEDIATRICS CORP., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • October 2nd, 2017 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________, 20__, by and between OrthoPediatrics Corp., a Delaware corporation (the “Company”), and ______________, [a director / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
2,275,000 Shares OrthoPediatrics Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2022 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • New York
OrthoPediatrics Corp., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) 750,000 shares (the “Firm Shares”) of Common Stock, $0.00025 par value per share (the “Common Stock”) and (ii) 1,525,000 pre-funded warrants to purchase up to an aggregate of 1,525,000 shares of Common Stock (the “Pre-Funded Warrants”) at an exercise price of $0.00025 per share, of the Company. The Company has also granted to the several Underwriters an option to purchase up to 341,250 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Shares.” The shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants are herein referred to as the “Warrant Shares.” The Shares, the Warrant Shares and the Pre-Funded War
OrthoPediatrics Corp. and U.S. BANK Trust Company, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 12, 2024 4.75% Convertible Senior Notes due 2030Indenture • August 12th, 2024 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of August 12, 2024, between OrthoPediatrics Corp., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Employment AgreementEmployment Agreement • May 5th, 2022 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Indiana
This Employment Agreement (“Agreement”) is made and entered into this 1st day of March, 2022, by and between Joe Hauser (“Employee”) and OrthoPediatrics Corp. (“Employer”).
Employment AgreementEmployment Agreement • October 18th, 2024 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Indiana
This Employment Agreement (“Agreement”) is made and entered into this October 15, 2024, by and between Daniel (Dan) Gerritzen (Employee”) and OrthoPediatrics Corp. (“Employer”).
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 31, 2017 by and among SQUADRON CAPITAL LLC as Lender, ORTHOPEDIATRICS CORP., ORTHOPEDIATRICS US DISTRIBUTION CORP., ORTHOPEDIATRICS EU LIMITED, ORTHOPEDIATRICS AUS PTY LTD,...Loan and Security Agreement • January 8th, 2018 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Illinois
THIS FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 31, 2017 and is made by and among Squadron Capital LLC, a Delaware limited liability company with its principal place of business located at 18 Hartford Avenue, Granby, Connecticut 06035 (“Lender”), OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatrics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “Borrowers” and individually a “Borrower”, and each having its principal place of business at 2850 Frontier Drive, Warsaw, I
REVOLVING NOTERevolving Note • June 16th, 2016 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”) and OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics US” and collectively with OrthoPediatrics, “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Second Amended and Restated Loan and Security Agreement referred to below, the lesser of (i) the principal amount of $7,000,000 or (ii) the principal amount of the Revolving Loan outstanding and owing to the Lender, together with all the accrued and unpaid interest under this Revolving Note pursuant to that certain Second Amended and Restated Loan and Security Agreement, dated as of May 30, 2014 (as amended, supplemented, modified or restated from time to time, the “Second Amended and Restated Loan Agreement”) by and among Borrower and Lender. Capitalized terms used herein and not de
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSEquity Interest Purchase Agreement • December 11th, 2019 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
On June 4, 2019, OrthoPediatrics Corp. (the "Company") entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with the stockholders of Vilex in Tennessee, Inc., a Tennessee Corporation ("Vilex"), and the members of Orthex, LLC, a Florida limited liability company ("Orthex"), providing for the purchase by the Company of all of the issued and outstanding shares of stock of Vilex and all of the issued and outstanding units of membership interests in Orthex (the "Acquisition") from such stockholders and members, respectively (collectively, the "Sellers"). Orthex and Vilex (together, the "Vilex Companies") are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatric congenital deformities and limb length discrepancies.
Stockholders’ AgreementStockholders Agreement • October 16th, 2017 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 16, 2017, is entered into by and between OrthoPediatrics Corp., a Delaware corporation (the “Company”), and Squadron Capital LLC, a Delaware limited liability company (“Squadron”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT OF ORTHOPEDIATRICS CORP.Registration Rights Agreement • October 16th, 2017 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
THIS FIRST AMENDMENT to the Registration Rights Agreement (this “Amendment”), dated as of October 16, 2017, is entered into by and between OrthoPediatrics Corp., a Delaware corporation (the “Company”), and Squadron Capital LLC, a Delaware limited liability company (“Squadron”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Rights Agreement (as defined below).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSEquity Interest Purchase Agreement • March 13th, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
On June 4, 2019, OrthoPediatrics Corp. (the "Company") entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with the stockholders of Vilex in Tennessee, Inc., a Tennessee Corporation ("Vilex"), and the members of Orthex, LLC, a Florida limited liability company ("Orthex"), providing for the purchase by the Company of all of the issued and outstanding shares of stock of Vilex and all of the issued and outstanding units of membership interests in Orthex (the "Acquisition") from such stockholders and members, respectively (collectively, the "Sellers"). Orthex and Vilex (together, the "Vilex Companies") are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatric congenital deformities and limb length discrepancies.
TERM NOTE BTerm Note • August 10th, 2017 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “Borrowers” and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Third Amended and Restated Loan and Security Agreement referred to below, the principal sum of $16,000,000, together with all accrued and unpaid interest under
ASSET PURCHASE AGREEMENT BY AND AMONG SQUADRON NEWCO LLC, AS PURCHASER, SQUADRON CAPITAL LLC, VILEX IN TENNESSEE, INC., ORTHEX, LLC, AND ORTHOPEDIATRICS CORP. DATED AS OF DECEMBER 31, 2019 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 6th, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2019, by and among (i) Squadron Newco LLC, a Delaware limited liability company (“Purchaser”), (ii) Squadron Capital LLC, a Delaware limited liability company (“Squadron” and together with Purchaser, the “Purchaser Parties” and each, a “Purchaser Party”), (iii) Vilex in Tennessee, Inc., a Tennessee corporation (“Seller”), (iv) Orthex, LLC, a Florida limited liability company (“Orthex”), and (v) OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics” and together with Seller and Orthex, the “Seller Parties” and each, a “Seller Party”). Squadron is joining this Agreement for the limited purposes set forth in Section 1.5(a)(iii), Section 1.5(a)(iv), Article III, and Article VI of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meaning assigned to such term as set forth in Section 8.1 hereof.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 5th, 2019 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Illinois
This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 4, 2019, by and among Squadron Capital LLC, a Delaware limited liability company (“Lender”), OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “Borrowers” and individually a “Borrower”).
TERM NOTETerm Note • June 16th, 2016 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics” or “Borrower”) promises to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Second Amended and Restated Loan and Security Agreement referred to below, the principal sum of $11,400,743.38, together with all the accrued and unpaid interest under this Term Note pursuant to that certain Second Amended and Restated Loan and Security Agreement, dated as of May 30, 2014 (as amended, supplemented, modified or restated from time to time, the “Second Amended and Restated Loan Agreement”) by and among Borrower and Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Second Amended and Restated Loan Agreement.
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2023 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 15, 2022, by and among Squadron Capital LLC, a Delaware limited liability company (“Lender”), OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”) and the subsidiaries of OrthoPediatrics parties hereto (“Borrowers” and individually a “Borrower”).
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • June 5th, 2019 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Florida
This EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 4, 2019, by and among (i) OrthoPediatrics Corp., a Delaware corporation (“Purchaser”), (ii) the Persons set forth on Schedule 2.1, each referred to herein as a “Seller” and collectively as the “Sellers”), (iii) Abraham Lavi, as “Sellers’ Representative” for the purposes of this Agreement, and (iv) the Persons set forth as Selling Equityholders on Schedule 2.1 (each, a “Selling Equityholder” and collectively, the “Selling Equityholders”).
SHARE PURCHASE AGREEMENT BY AND AMONG ORTHOPEDIATRICS CORP. as purchaser, THE MAjor shareholders (AS DEFINED HEREIN), Apifix Ltd. as Company AND Trendlines Incubators Israel Ltd. AS SELLERS’ REPRESENTATIVE DATED APRIL 1, 2020 SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 1st, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2020, by and among (i) OrthoPediatrics Corp., a Delaware corporation (“Purchaser”), (ii) the shareholders set forth on Schedule 2.1 as Major Shareholders (each referred to herein as a “Major Shareholder” and collectively as the “Major Shareholders”), (iii) ApiFix Ltd., a private company incorporated under the laws of the State of Israel, having its registered address at 17 T’chelet St., Misgav, 20174 ISRAEL, with company registration no. 514584747 (the “Company”) and (iv) Trendlines Incubators Israel Ltd. a private company incorporated under the laws of the State of Israel, having its registered address at 17 T’chelet St., Misgav, 20174 ISRAEL, with company registration no. 512229584, as “Sellers’ Representative”, solely in its capacity as the Sellers’ Representative.
SECOND AMENDED AND RESTATED TERM NOTE ATerm Note • January 8th, 2018 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “Borrowers” and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Fourth Amended and Restated Loan and Security Agreement referred to below, the principal sum of $20,000,000, together with all accrued and unpaid interest under
AGREEMENT AND PLAN OF MERGER BY AND AMONG ORTHOPEDIATRICS CORP., as PARENT, ORTHOPEDIATRICS IOWA HOLDCO, INC., AS MERGER SUB, MITCHELL DESIGNS, INC., AS TARGET COMPANY, AND JOHN MITCHELL, as shareholder DATED AS OF APRIL 1, 2022 AGREEMENT AND PLAN OF...Merger Agreement • April 4th, 2022 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Iowa
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 1, 2022, by and among (i) OrthoPediatrics Corp., a Delaware corporation (“Parent”), (ii) OrthoPediatrics Iowa Holdco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”); (iii) Mitchell Designs, Inc., an Iowa corporation (“Target Company”) and John Mitchell, as sole shareholder of Target Company (“Shareholder”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2016 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Illinois
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 19, 2015, by and among Squadron Capital LLC, a Delaware limited liability company (“Lender”), OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”) and OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics US” and collectively with OrthoPediatrics, “Borrower”).
FIRST AMENDED AND RESTATED REVOLVING NOTERevolving Note • August 6th, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics US”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”), OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ”), Orthex, LLC, a Florida limited liability company (“Orthex”), OP EU B.V., a company organized under the laws of the Netherlands (“OP EU Netherlands”), OP Netherlands B.V., a company organized under the laws of the Netherlands (“OP Netherlands”), Telos Partners, LLC, a Colorado limited liability company (“Telos”), ApiFix Ltd., a company organized under the laws of Israel (“ApiFix Israel”) and ApiFix, Inc., a Delaware corporation (“ApiFix” and together with OrthoPediatrics, OrthoPediatrics US, O
PURCHASE AGREEMENTPurchase Agreement • August 5th, 2024 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of August [___], 2024, between OrthoPediatrics Corp., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF MAY 30, 2014 by and between SQUADRON CAPITAL LLC as Lender and ORTHOPEDIATRICS CORP. as BorrowerLoan and Security Agreement • June 16th, 2016 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Illinois
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of May 30, 2014 and is made by and among Squadron Capital LLC, a Delaware limited liability company with its principal place of business located at 18 Hartford Avenue, Granby, Connecticut 06035 (“Lender”), OrthoPediatrics Corp., a Delaware corporation, with its principal place of business at 2850 Frontier Drive, Warsaw, Indiana 46582 (“Borrower”) and OrthoPediatrics US Distribution Corp., a Delaware corporation, with its principal place of business at 2850 Frontier Drive, Warsaw, Indiana 46582 (“Subsidiary”).
Execution Version THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into on January 4, 2022 but made effective as of...Loan and Security Agreement • January 6th, 2022 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
CREDIT AGREEMENT AND GUARANTYCredit Agreement • August 5th, 2024 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT AND GUARANTY (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of August 5, 2024 by and among ORTHOPEDIATRICS CORP., a Delaware corporation, ORTHOPEDIATRICS US DISTRIBUTION CORP., a Delaware corporation, VILEX IN TENNESSEE, INC., a Tennessee corporation, ORTHEX, LLC, a Florida limited liability company, TELOS PARTNERS, LLC, a Colorado limited liability company, MD ORTHOPAEDICS, INC., an Iowa corporation, MD INTERNATIONAL, INC., an Iowa corporation, ORTHOPEDIATRICS GP LLC, a Delaware limited liability company, ORTHOPEDIATRICS US L.P., a Delaware limited partnership, ORTHOPEDIATRICS IOWA HOLDCO, INC., a Delaware corporation, MEDTECH CONCEPTS LLC, a Delaware limited liability company, BOSTON BRACE INTERNATIONAL, INC., a Massachusetts corporation, ORTHOTIC SPECIALISTS, INC., an Arizona corporation , and any additional borrower that may hereafter be added to this Agreement and each of their success
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG ORTHOPEDIATRICS CORP., as purchaser, AND KEVIN UNGER AND DINZE LLC, AS SELLERS, DATED AS OF MAY 1, 2023 LIST OF EXHIBITS AND SCHEDULESMembership Interest Purchase Agreement • May 1st, 2023 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Indiana
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2023, by and among (i) ORTHOPEDIATRICS CORP., a Delaware corporation (the “Purchaser”), (ii) KEVIN UNGER, an Ohio resident (“Unger”), (iii) DINZE LLC, an Ohio limited liability company (“DINZE”), and (iv) Shani Bhavsar, the sole member of DINZE (the “DINZE Member”). Unger and DINZE are each referred to herein as a “Seller” and collectively as the “Sellers.”
STOCK PURCHASE AGREEMENT BY AND AMONG ORTHOPEDIATRICS CORP., as purchaser, Boston brace international, Inc., as the Company, and GREATBANC TRUST COMPANY, SOLELY in ITS capacity as trustee of the boston brace international, Inc. Employee stock...Stock Purchase Agreement • January 8th, 2024 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Indiana
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 5, 2024, by and among (i) OrthoPediatrics Corp., a Delaware corporation (“Purchaser”), (ii) Boston Brace International, Inc., a Massachusetts corporation (the “Company”), (iii) the Boston Brace International, Inc. Employee Stock Ownership Trust (the “Trust”), a trust duly formed in accordance with the laws of the Commonwealth of Massachusetts, established pursuant to and in connection with the Boston Brace International, Inc. Employee Stock Ownership Plan (the “Plan”, and together with the Trust, the “ESOP”), acting through GreatBanc Trust Company, not in any individual or corporate capacity, but solely in its capacity as the trustee of the Trust (the “Trustee”), (iv) the undersigned shareholders of the Company (the “Selling Equityholders”), and (v) Thomas Morrissey, not in any individual or corporate capacity, but solely in his capacity as the Selling Equityholders’ representative (the “Sellers’ Re
REVOLVING NOTERevolving Note • January 8th, 2018 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics US”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatrics, OrthoPediatrics US, OrthoPediatrics EU and OrthoPediatrics AZ, “Borrowers” and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Fourth Amended and Restated Loan and Security Agreement referred to below, the lesser of (i) the principal amount of $15,000,000 or (ii) the principal amount of the Revolving Loan outstan
TERM NOTE BTerm Note • June 5th, 2019 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”), OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ”) and Orthex, LLC, a Florida limited liability company (“Orthex” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU, OrthoPediatrics Aus and OrthoPediatrics NZ, “Borrowers” and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Fourth Amended and Restated Loan and Security Agreement referred to below, the
Ariel Dujovne, Fiducie Pega, 1411179 Canada Inc., Enrique Garcia-Belenguer, Fiducie Familiale EGB, Fady Rayes, Fiducie Fady Rayes, and James Edward Orsak as Vendors and ORTHOPEDIATRICS CANADA ULC as Purchaser and OrthoPediatrics Corp. as Solidary...Sale and Purchase Agreement • June 14th, 2022 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Quebec
AND: FIDUCIE PEGA, a trust constituted under the laws of Quebec, domiciled at 244-2600 Pierre-Dupuy Avenue, Montréal QC, Canada H3C 3R6; (“Pega Trust”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2016 • Orthopediatrics Corp • Surgical & medical instruments & apparatus • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 30, 2014, by and among OrthoPediatrics Corp., a Delaware corporation (the “Company”) and Squadron Capital LLC, a Delaware limited liability company (together with its successors and assigns “Squadron”), and the additional parties, if any, listed on Schedule I attached hereto.
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 4, 2020, by and among Squadron Capital LLC, a Delaware limited liability company (“Lender”), OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”), OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ”) and Orthex, LLC, a Florida limited liability company (“Orthex” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU, OrthoPediatrics Aus and OrthoPediatrics NZ, “Borrowers” and individually a “Borrower”).
AMENDED AND RESTATED TERM NOTE ATerm Note • August 10th, 2017 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, OrthoPediatrics Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation, (“OrthoPediatrics US Distribution”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”), OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “Borrowers” and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”), at the place and times provided in the Third Amended and Restated Loan and Security Agreement referred to below, the principal sum of $18,400,743.38, together with all accrued and unpaid interest und
