TERM NOTE B

Exhibit 10.12

TERM NOTE B

$16,000,000 April 26, 2017

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 this Term Note B (“Term Note”) pursuant to that certain Third Amended and Restated Loan and Security Agreement, dated as of April 26, 2017 (as amended, supplemented, modified or restated from time to time, the “Third Amended and Restated Loan Agreement”) by and among Borrowers and Xxxxxx. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Third Amended and Restated Loan Agreement.

The unpaid principal amount of this Term Note from time to time outstanding is subject to mandatory repayment as provided in the Third Amended and Restated Loan Agreement and shall bear interest as provided in Section 3.1 of the Third Amended and Restated Loan Agreement. This Term Note may be voluntarily prepaid from time to time as provided in the Third Amended and Restated Loan Agreement. All payments of principal and interest on this Term Note shall be payable in lawful currency of the United States of America in immediately available funds to such account as the Lender shall specify from time to time by notice to the Borrowers. The principal and all accrued and unpaid interest under this Term Note shall be due and payable on the Term Loan Maturity Date.

This Term Note is entitled to the benefits of, and evidences Obligations incurred under, the Third Amended and Restated Loan Agreement, to which reference is made for a description of the security for this Term Note and for a statement of the terms and conditions on which Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Term Note and on which such Obligations may be declared to be immediately due and payable.

THIS TERM NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

Each Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Third Amended and Restated Loan Agreement) notice of any kind with respect to this Term Note.

* * Signature Page to Follow * *

IN WITNESS WHEREOF, the undersigned has executed this Term Note as of the day and year first written above.

	BORROWERS:
	ORTHOPEDIATRICS CORP.
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: President and Chief Executive Officer

	ORTHOPEDIATRICS U.S. DISTRIBUTION CORP.
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: President and Chief Executive Officer

	ORTHOPEDIATRICS EU LIMITED
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

	ORTHOPEDIATRICS AUS PTY LTD
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

	ORTHOPEDIATRICS NZ LTD
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer