GLOBUS MEDICAL, INC. VOTING AGREEMENT JULY 23, 2007

Exhibit 10.2

GLOBUS MEDICAL, INC.

JULY 23, 2007

GLOBUS MEDICAL, INC.

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”).

RECITALS

WHEREAS, the Key Common Holders are beneficial owners of shares of the Class B Common Stock and Class A Common Stock of the Company;

WHEREAS, the Investors are purchasing shares of the Company’s Series E Preferred Stock (the “Series E Stock”), pursuant to that certain Series E Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”);

WHEREAS, the obligations of the Purchase Agreement are conditioned upon the execution and delivery of this Agreement; and

WHEREAS, in connection with the consummation of the Financing, the Company, the Key Common Holders and the Investors have agreed to provide for the future voting of their shares of the Company’s capital stock as set forth below.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.	VOTING.

1.1 As used in this Agreement, “Affiliated Party” means, with respect to a Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Holder, including, without limitation, any general partner, member, officer or director of such Holder, any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Holder, any family member of a Holder that is an individual or trust for the benefit of a Holder or family member of a Holder.

1.2 Key Common Holder Shares; Investor Shares.

(a) The Key Common Holders each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Key Common Holders after the date hereof (hereinafter collectively referred to as the “Key Common Holder Shares”) subject to, and to vote or cause to be voted the Key Common Holder Shares in accordance with, the provisions of this Agreement.

(b) The Investors each agree to hold all shares of voting capital stock of the Company (including but not limited to all shares of Series E Stock and all shares of Common Stock issued upon conversion of the Series E Stock) registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote or cause to be voted the Investor Shares in accordance with, the provisions of this Agreement.

1.3 Election of Directors. On all matters relating to the election of directors of the Company, the Key Common Holders and the Investors agree to vote all Key Common Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company), respectively, so as to elect members of the Company’s Board of Directors (the “Board”) as follows:

(a) For so long as holders of Series E Stock are entitled under the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the “Certificate of Incorporation”), voting as a separate class, to elect two (2) members of the Board (the “Series E Directors”), the Series E Directors shall be individuals nominated by Clarus Lifesciences I, L.P. together with its Affiliated Parties (collectively, “Clarus Ventures”) for so long as Clarus Ventures holds Series E Stock, which individuals shall initially be Xxxx Xxxxxxx and Xxxxxx Xxxxxx. In the event that Clarus Ventures ceases to be entitled to nominate the Series E Directors pursuant to the preceding sentence, such Series E Directors shall be nominated by holders of at least a majority of the then outstanding shares of Series E Stock. Any vote or action by written consent taken to remove any directors elected pursuant to this Section 1.3(a), or to fill any vacancy created by the resignation, removal or death of any director elected pursuant to this Section 1.3(a), shall also be subject to the provisions of this Section 1.3(a).

(b) For so long as holders of Common Stock are entitled under the Certificate of Incorporation, voting as a separate class, to elect three (3) members of the Board (the “Common Directors”), the Common Directors shall be three (3) individuals nominated by holders of a majority of the then outstanding Key Common Holder Shares, which individuals shall initially be Xxxxx Xxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxx. Any vote or action by written consent taken to remove any director elected pursuant to this Section 1.3(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.3(b), shall also be subject to the provisions of this Section 1.3(b). The Series E Directors and Common Directors are collectively referred to herein as “Designated Directors.”

(c) The Company shall provide the Holders with 10 days’ prior written notice of any intended mailing of a notice to stockholders for a meeting at which directors are to be elected (a “Stockholder Mailing”); provided, however, that in the event the Company receives notice (the “Investor Notice”) from any person, entity or group entitled to nominate a Designated Director hereunder (such person, entity or group, a “Designating Party”) that such Designating Party, having the right to do so hereunder, desires to replace the individual then serving as the Designated Director nominated by such Designating Party pursuant to Section 1.3 hereof, the Company shall not call a special meeting of stockholders for the purpose of electing directors, but shall instead deliver to the holders of Series E Stock and/or Common Stock, as applicable, a written consent of stockholders for the purpose of electing directors, within five (5) days after receipt of such Investor Notice, and each holder of Series E Stock and/or Common Stock, as applicable, shall execute and return to the Company such written stockholder consent within ten (10) days after receipt of such consent. Except with respect to a director who is being elected by written consent of stockholders pursuant to the immediately preceding sentence, the Designating Party entitled to nominate directors of the Company hereunder, shall give written notice to all other parties to this Agreement, prior to such Stockholder Mailing, of the persons designated pursuant to

Section 1.3 as nominees for election as directors. The Company agrees to nominate and recommend for election as directors only the individuals designated, or to be designated, pursuant to Section 1.3. If a Designating Party shall fail to give notice to the Company as provided above, it shall be deemed that such Designating Party’s nominee then serving as a director shall be such Designating Party’s nominee for reelection. If the Holder or group of Holders entitled to designate a director notifies the other Holders of its or their desire to remove such director from office, each Holder agrees to vote, or cause to be voted, all Key Common Holder Shares or Investor Shares, as applicable, owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to effectuate such removal and to elect any new designee designated by such Holder or group of Holders.

1.4 No Liability for Election of Recommended Director. None of the parties hereto and no officer, director, stockholder, partner, member, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

1.5 Legend.

(a) Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Key Common Holder Shares and the Investor Shares the following restrictive legend (the “Legend”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

(b) The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Key Common Holder Shares or Investor Shares theretofore represented by a certificate carrying the Legend. If at any time or from time to time any Key Common Holder or Investor holds any certificate representing shares of the Company’s capital stock not bearing the aforementioned legend, such Key Common Holder or Investor agrees to deliver such certificate to the Company promptly upon request received from the Company to have such legend placed on such certificate.

1.6 Transfers. The Company shall not permit the transfer of any of the Key Common Holder Shares or Investor Shares on its books or issue a new certificate representing any of the Key Common Holder Shares or Investor Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Common Holder or Investor, as applicable.

1.7 Other Rights. Except as provided by this Agreement, the Purchase Agreement or any other Related Agreements (as defined in the Purchase Agreement), each Key Common Holder and Investor shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Common Holder Shares and the Investor Shares, respectively.

1.8 Change of Control.

(a) In the event that the Board and the holders of at least a majority of the then outstanding shares of the voting stock of the Company, voting together as a single class on an as-converted basis (the “Requisite Stockholders”), approve any Acquisition or Asset Transfer (as such terms are defined in the Certificate of Incorporation), or in the event the Requisite Stockholders approve a Control Stock Sale (as defined in Section 1.8(b) below) complying with the conditions set forth in clauses (i) through (iii) of Section 1.8(b) below (any such Acquisition, Asset Transfer or Control Stock Sale shall be referred to hereinafter as a “Sale Event”), each Holder shall consent to, vote for and raise no objections to such Sale Event, and (A) if such Sale Event is an Acquisition structured as a merger or consolidation of the Company, or is an Asset Transfer, the Holders shall each waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Transfer, or (B) if such Sale Event is an Acquisition structured as a sale of the stock of the Company or a Control Stock Sale, each Holder shall agree to sell its Key Common Holder Shares and its Investor Shares on the terms and conditions approved by the Board (if applicable) and the Requisite Stockholders; provided, in any case, that the terms of any such Sale Event do not provide that such Holder would receive less than the amount that would be distributed to such Holder in the event the proceeds from the Sale Event were distributed in accordance with the Certificate of Incorporation, as in effect at the time of such Sale Event without giving effect to any waiver or agreement not to treat such Sale Event as a Liquidation Event under the Certificate of Incorporation (unless such waiver or agreement is signed by such Holder). The Holders shall each take all reasonably necessary and appropriate actions approved by the Board (if applicable) and the Requisite Stockholders in connection with the consummation of any Sale Event, including the execution of such agreements and such instruments and other actions reasonably necessary to effectuate such Sale Event; provided, however, that in no event shall the obligations to be undertaken by any Holder in connection with such Sale Event (by way of representations, warranties, indemnities or otherwise) be, without the written consent of such Holder, materially different, in any manner not based ratably on the amount of net proceeds to be received by such Holder in connection with such Sale Event, from those to be so undertaken by any other Holder.

(b) No Holder shall be a party to any transaction or series of related transactions to which the Company is not a party and in which in excess of fifty percent (50%) of the Company’s voting power is transferred (whether one such transaction or a series of related transactions, a “Control Stock Sale”) unless:

(i) such Control Stock Sale is approved by the Requisite Stockholders;

(ii) each stockholder of the Company who is not a Holder is given a reasonable opportunity to participate in such Control Stock Sale, with respect to shares of capital stock of the Company then held by such stockholder, on terms substantially equivalent to those granted to each other stockholder of the Company participating in such Control Stock Sale (all stockholders participating in such Control Stock Sale, collectively, the “Control Sale Participants”) with respect to shares of capital stock of the Company of the same class and (if applicable) series; and

(iii) the aggregate consideration received or to be received by the Control Sale Participants pursuant to such Control Stock Sale is allocated among the Control Sale Participants in substantially the manner specified in Article IV, Section 4 of the Company’s Certificate of Incorporation (as in effect at the time of such Control Stock Sale) as if (i) such Control Stock Sale were an Acquisition for such purpose and (ii) the Control Sale Participants comprised all of the stockholders of the Company.

1.9 Further Assurances. Each Holder, whether in his/her capacity as a Holder, officer or director of the Company, its subsidiaries, or otherwise, shall take or cause to be taken all such commercially reasonable actions in order expeditiously to consummate each Sale Event pursuant to Section 1.8 and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested; and otherwise cooperating with the Requisite Stockholders, and the prospective buyer; provided, however, that each Holder, shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise solely to the extent provided in the immediately following sentence. Each Holder agrees to execute and deliver such agreements as may be reasonably specified by the Requisite Stockholders, as the case may be, including, without limitation, agreements to (a) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to sell such Key Common Holder Shares or Investor Shares, as the case may be, and (b) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that, except with respect to individual representations, warranties, covenants, indemnities and other agreements of Holder of the type described in clause (a) above, each Holder’s liability shall be limited to the pro rata portion of the proceeds to such Holder in connection with such Sale Event or such lesser amount applied consistently to all other Holders, which shall be no less favorable than the terms applied to the Requisite Stockholders; provided, further, that in no event will the liability of each Holder exceed the proceeds received by such Holder.

1.10 Irrevocable Proxy. To secure the Key Common Holder’s and the Investor’s obligations to vote the Key Common Holder Shares and the Investor Shares in accordance with this Agreement, each Key Common Holder and each Investor hereby appoints the Chairman of the Board of Directors or the Chief Executive of the Company, or either of them from time to time, or their designees, as such Key Common Holder’s or Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Key Common Holder’s Common Holder Shares or such Investor’s Investor Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Key Common Holder or Investor if, and only if, such Key Common Holder or Investor fails to vote all of such Key Common Holder’s Key Common Holder Shares or such Investor’s Investor Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Key Common Holder’s or Investor’s written consent or signature. The proxy and power granted by each Key Common Holder and Investor pursuant to this Section 1.10 are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Key Common Holder Shares or Investor Shares, as the case may be, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Key Common Holder Shares or Investor Shares.

1.11 Vote to Increase Authorized Common Stock. Each Holder agrees to promptly vote or cause to be voted all Key Common Holder Shares or and Investor Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Series E Stock outstanding at any given time. If there shall be two or more classes of Common Stock of the Company, the increase of authorized shares of Common Stock set forth in this Section 1.11 shall apply to all classes of Common Stock, as applicable.

2.	TERMINATION.

2.1 This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

(a) the date of the closing of a Qualified Public Offering or Reverse Merger (as such terms are defined in the Certificate of Incorporation);

(b) the date of the closing of an Acquisition, Asset Transfer or Control Stock Sale; or

(c) the date as of which the parties hereto terminate this Agreement in accordance with the provisions of Section 3.6 hereof.

3.	MISCELLANEOUS.

3.1 Ownership. Each Key Common Holder represents and warrants to the Investors and the Company that, except as set forth in that certain Voting Agreement dated as of June 14, 2004 (the “Founders Voting Agreement”) by and among the Company and certain of its stockholders (a) such Key Common Holder now owns the Key Common Holder Shares set forth in the Company’s stock ledger, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy (other than the Proxy) or entered into any other voting agreement or similar arrangement, other than one which has expired or terminated prior to the date hereof, and (b) such Key Common Holder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Key Common Holder enforceable in accordance with its terms. By executing this Agreement, the Key Common Holders agree that any and all voting agreements, voting trusts, proxies and any other similar voting arrangement other than the Founders Voting Agreement shall be terminated and of no further force and effect; provided, however, that nothing contained herein shall terminate, amend or modify the terms of the Founders Voting Agreement, and the obligations imposed under this Agreement on the parties to the Founders Voting Agreement shall in all respects be subject to the rights and obligations set forth in the Founders Voting Agreement, unless such Founders Voting Agreement is terminated. The Proxy (as defined in the Founders Voting Agreement) or any successor thereof hereby agrees and covenants to vote all shares subject to such agreement in accordance with the provisions and terms of this Agreement. Each Holder that is party to the Founders Voting Agreement agrees and covenants to not change the individual designated as the Proxy unless such individual agrees to become party to this Agreement and be bound by the provisions herein.

3.2 “Market Stand-Off” Agreement. Each Holder hereto hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that:

(a) such agreement shall apply only to the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.;

(b) all officers and directors of the Company enter into similar agreements; and

(c) all holders of one percent (1%) or more of the outstanding capital stock enter into similar agreements.

The Company agrees to use all reasonable efforts to ensure that the “lock-up” obligation of the Holders under this Section 3.2, and any agreement entered into by the Holders as a result of their obligations under this Section 3.2, shall provide that all Holders will participate on a pro-rata basis in any early release of portions of the securities of any stockholder subject to such “lock-up” obligations.

The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period.

3.3 Further Action. If and whenever the Key Common Holder Shares are sold, the Key Common Holders or the personal representative of the Key Common Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Common Holder Shares to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement.

3.4 Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

3.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.

3.6 Amendment or Waiver.

(a) Except as otherwise expressly provided in Section 2.1 hereof, this Agreement may be amended or terminated or the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally, or in a particular instance, and either retroactively or prospectively) only upon the written consent of (i) the Company, (ii) holders of sixty percent (60%) of the then outstanding Series E Stock, voting as a separate class on an as-converted basis, (iii) the holders of a majority of the then outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon conversion of Series E Stock) held by Key Common Holders; provided, however, that in the event an amendment, modification or waiver adversely affects the rights and/or obligations of any party under this Agreement in a manner materially different from the manner in which it affects the rights and/or obligations of the other parties, such amendment, modification or waiver shall be binding on such adversely affected party only with the written consent of such adversely affected party.

(b) The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 3.6 shall be binding on the Company, each of the parties hereto (whether or not such party consented to such amendment or termination) and any assignee of any such party. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(c) Notwithstanding anything to the contrary herein, the Company shall be entitled to amend EXHIBIT A hereto and/or EXHIBIT B hereto, as applicable, to add any person or entity that acquires capital stock of the Company, and becomes a party to this Agreement by executing a counterpart signature page hereto (an “Additional Party”), such that such Additional Party is added as follows: (i) such Additional Party acquiring Common Stock shall be added to EXHIBIT A hereto, and shall be considered a Key Common Holder for purposes hereunder, (ii) such Additional Party acquiring Series E Stock shall be added to EXHIBIT B hereto, and shall be considered an Investor for purposes hereunder, or (iii) such Additional Party acquiring both Common Stock and Series E Stock shall be added to both EXHIBIT A and EXHIBIT B hereto, and shall be considered as both a Key Common Holder and an Investor for purposes hereunder (provided, however, that only Common Stock held by such Additional Party shall be considered for any provision requiring the approval of holders of Common Stock hereunder, and only the Series E Stock held by such individual shall be considered for any provision requiring the approval of holders of Preferred Stock and/or Investor Shares hereunder). No consent, approval or other action of any other party hereto shall be required for such an amendment by the Company to EXHIBIT A and/or EXHIBIT B hereof pursuant to this Section 3.6(c). This Section 3.6(c) may only be amended in accordance with the provisions of Section 3.6(a) above.

3.7 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

3.8 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives. The rights and obligations of the Company hereunder may not be assigned without the prior written consent of (i) holders of sixty percent (60%) of the then outstanding Series E Stock, voting as a separate class on an as-converted basis and (ii) the holders of a majority of the then outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon conversion of Series E Stock) held by Key Common Holders.

3.9 Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Common Holder Shares or Investor Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Key Common Holder Shares or Investor Shares, as the case may be, for purposes of this Agreement.

3.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.

3.11 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach.

3.12 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of

any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative.

3.13 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature page hereof and to any other party at the address appearing on the books of the Company or at such address as the Company, or such party, respectively, may designate by ten (10) days advance written notice to the other parties hereto.

3.14 Entire Agreement. This Agreement and the Exhibits hereto, along with the Purchase Agreement and the other Related Agreements (as defined in the Purchase Agreement) and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement, the Purchase Agreement and the other Related Agreements and the other documents delivered pursuant thereto.

3.15 Aggregation of Stock. In determining the number of Key Common Holder Shares and Investor Shares, as the case may be, owned by a Holder for purposes of exercising rights under this Agreement, all Key Common Holder Shares and Investor Shares, as the case may be, held by Affiliated Parties of such Holder shall be aggregated together (provided that no shares shall be attributed to more than one entity or person within any such group of Affiliated Parties).

3.16 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Series E Stock, any purchaser of such shares of Series E Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor” and a party hereunder unless sixty percent (60%) of the Investor Shares consent otherwise.

3.17 Additional Common Holders. In the event that after the date of this Agreement, the Company issues shares of capital stock to any employee or consultant, which shares constitute one percent (1%) or more of the Company’s then outstanding capital stock the Company shall use its best efforts to cause such person to execute a counterpart signature page hereto as a Key Common Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Common Holder.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


COMPANY:

GLOBUS MEDICAL, INC.

By:		/s/ Xxxxx X. Xxxx
		Xxxxx X. Xxxx
		President and Chief Executive Officer

Address:

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


KEY COMMON HOLDERS:

4 Spine, LLC		401k Profit Shareing Plan and Trust of Orthopaedic Associates, P.A. FBO Xxxxxxx X. Xxxxxxxx

By:	/s/ Xxxxx XxXxxxxxx	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name: Xxxxx XxXxxxxxx		Name: Xxxxxxx X. Xxxxxxxx, M.D.
	Title: Manager

/s/ Xxxxxxx Xxxx		/s/ Xxxxx Xxxxxx
Xxxxxxx Xxxx		Xxxxx Xxxxxx

		Xxxxxxx X. Xxxx Credit Shelter Trust

/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx		By:	/s/ Xxxxxxxxx X. Xxxx
			Name: Xxxxxxxxx X. Xxxx
			Title: Trustee

/s/ Xxxx Xxxxx		/s/ Xxxxx Xxxxxxxx
Xxxx Xxxxx		Xxxxx Xxxxxxxx

/s/ Xxxx Xxxxxx		/s/ Xxxxxx X. Xxxxxxxxx
Xxxx Xxxxxx		Xxxxxx X. Xxxxxxxxx

Xxxxxxx XxXxxxxxxx, XX, Trustee of the Family Trust created under the Xxxxx X. XxXxxxxxxx Five Year GRAT II dated March 16, 2005		Xxxxxxx XxXxxxxxxx, XX, Trustee of the GST Nonexempt Family Trust created under the Xxxxx X. XxXxxxxxxx Five Year GRAT II dated March 16, 2005

		By:	/s/ Xxxxxxx XxXxxxxxxx XX
By:	/s/ Xxxxxxx XxXxxxxxxx XX		Name: Xxxxxxx XxXxxxxxxx XX
	Name: Xxxxxxx XxXxxxxxxx XX		Title: Trustee
	Title: Trustee

VOTING AGREEMENT

SIGNATURE PAGE


		X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02 FBO X. Xxxxxx

/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx

		By:	/s/ X. Xxxxxx
			Name: X. Xxxxxx
			Title: Co-Trustee

X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02 FBO X. Xxxxxx		X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02 FBO X. Xxxxxx

By:	/s/ X. XxXxxxxxxx	By:	/s/ X. Xxxxxx
	Name: X. XxXxxxxxxx		Name: X. Xxxxxx
	Title: Co-Trustee		Title: Co-Trustee

X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02 FBO X. Xxxxxx		X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02 FBO X. Xxxxxx

By:	/s/ X. Xxxxxx	By:	/s/ X. XxXxxxxxxx
	Name: X. Xxxxxx		Name: X. XxXxxxxxxx
	Title: Co-Trustee		Title: Co-Trustee

X. Xxxxxx, X. XxXxxxxxxx and X. Xxxxxx, CoTrustees, Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02 FBO X. Xxxxxx

		/s/ Xxxxx Xxxxx
		Xxxxx Xxxxx

By:	/s/ X. Xxxxxx
	Name: X. Xxxxxx
	Title: Co-Trustee

/s/ Xxxx X. Xxxxx		/s/ Xxxxx X. Xxxxx
Xxxx X. Xxxxx		Xxxxx X. Xxxxx

/s/ Xxx X. Xxxxx		/s/ Xxxxxxx X. Xxxxxxxxxx
Xxx X. Xxxxx		Xxxxxxx X. Xxxxxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxx Xxxxx		/s/ Xxxxxx Xxxxx
Xxxxx Xxxxx		Xxxxxx Xxxxx

/s/ Xxxx Xxxxxxxxx Xxxxxxx		/s/ Xxxxx Xxxxxx
Xxxx Xxxxxxxxx Xxxxxxx		Xxxxx Xxxxxx

/s/ Xxxxx Xxxxxx		/s/ Xxxxxx X. Xxxx, Xx.
Xxxxx Xxxxxx		Xxxxxx X. Xxxx, Xx.

/s/ Xxxxx Xxxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx		Xxxxxxx Xxxxxxx

/s/ Xxxxx Xxxxxx, III		/s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxx Xxxxxx, III		Xxxxxxx X. Xxxxxx, Xx.

Berachah Foundation, Inc.

By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: President

		Big Horn Associates, L.L.C.

/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
		By:	/s/ Xxxxx XxXxxxxxx
			Name: Xxxxx XxXxxxxxx
			Title: Manager

/s/ Xxxxx Xxxxx		/s/ Xxxxxx Xxxx Xxxxxx
Xxxxx Xxxxx		Xxxxxx Xxxx Xxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


						/s/ Xxxxxxxx Xxxxxx
						Xxxxxxxx Xxxxxx

/s/ Xxxxx Xxxxxx						/s/ Xxxxxxx X. Xxxxx
Xxxxx Xxxxxx						Xxxxxxx X. Xxxxx

/s/ Xxxx Xxxxx						/s/ Xxxxxxxxxx Xxxxx
Xxxx Xxxxx						Xxxxxxxxxx Xxxxx

/s/ Xxxxxx Xxxxx						/s/ Xxxxx Xxxxx
Xxxxxx Xxxxx						Xxxxx Xxxxx

/s/ Xxxx X. Xxxxxx						/s/ Xxxxx X. Xxxxxx
Xxxx X. Xxxxxx						Xxxxx X. Xxxxxx

/s/ Xxxxxxx X. Xxxxx, XX						/s/ Xxxxxx X. Xxxxxxx, III
Xxxxxxx X. Xxxxx, XX						Xxxxxx X. Xxxxxxx, III

/s/ Xxxxx Xxxxxx						/s/ Xxxxx Xxxxxx Branch
Xxxxx Xxxxxx						Xxxxx Xxxxxx Branch

/s/ Xxxxxx Xxxxx Xxxxxx						/s/ Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx Xxxxxx						Xxxxx Xxxxxxxx Xxxxxx

/s/ Xxxxxxx Xxxxxxx						/s/ Xxxxx Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxx						Xxxxx Xxxxx Xxxxxxx

/s/ Xxxxxxxx Xxxxx						/s/ Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx Xxxxx						Xxxxx Xxxxxxx Xxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


		C2R Investors LLC

/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
		By:	/s/ Xxxxxxxx Xxxxx-Xxxxx
			Name: Xxxxxxxx Xxxxx-Xxxxx
			Title: President

/s/ Xxxx Xxxxxxxx		/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxx Xxxxxxxx		Xxxxxxx X. Xxxxxxxxxx

/s/ Xxxxx X. Xxxxxx		/s/ Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx		Xxxxxxx X. Xxxxxx

/s/ Xxxxx Cappuccino		/s/ Xxxxx Xxxxxxx
Xxxxx Cappuccino		Xxxxx Xxxxxxx

/s/ Xxxxx Xxxxxxx		/s/ Xxxx X. Xxxxxxx, XX
Xxxxx Xxxxxxx		Xxxx X. Xxxxxxx, XX

/s/ Xxxxxxxxxxx X. Xxxxxxxxx		/s/ Xxxxxxx X. Xxxxxx
Xxxxxxxxxxx X. Xxxxxxxxx		Xxxxxxx X. Xxxxxx

Xxxxxxx Xxxxxx & Co. Inc. Custodian for Xxxxxx X. Xxxxx XXX-Rollover 89100044		Xxxxxxx Xxxxxx & Co. Inc. Custodian for Xxxxxx X. Xxxxx Simple XXX-88910987

By:	/s/ Xxxxxx X. Xxxxx	By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx		Name: Xxxxxx X. Xxxxx
	Title: Owner		Title: Owner

/s/ Xxxxx Xxxxxxxxxxx		/s/ Xxxxxx Xxxxxx
Xxxxx Xxxxxxxxxxx		Xxxxxx Xxxxxx

VOTING AGREEMENT

SIGNATURE PAGE



/s/ Xxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxxxxxxxx

/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx

		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx

/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx

/s/ Xxxxxxx Xxxxxxx		/s/ Xxxxxx X. Xxxx, Xx.
Xxxxxxx Xxxxxxx		Xxxxxx X. Xxxx, Xx.

/s/ Xxxxxx Xxxxxx		/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxx		Xxxxxx Xxxxxxxx

D Team		Xxxxxx Xxxx 2010 Grantor Retained Annuity Trust U/A 7/20/10

By:	/s/ Xxxxx XxXxxxxxx
	Name: Xxxxx XxXxxxxxx	By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Trustee

VOTING AGREEMENT

SIGNATURE PAGE


		Xxxxxxx, Xxxxx X., Trustee, Xxxxxxx 2009 Grantor Retained Annuity Trust U/A 8/6/09

		By:	/s/ Xxxxx X. Xxxxxxx
			Name: Xxxxx X. Xxxxxxx
			Title: Trustee

Xxxxxxx, Xxxx as Custodian for Xxxxx Xxxxxxx under the Pennsylvania Uniform Transfers to Minors Act

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Custodian

/s/ Xxxxxxx Xxxxxxx		/s/ Xxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxx		Xxxxx X. Xxxxxxx

/s/ Xxxxx X. Xxxxxxx		/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, as joint tenant with the right of survivorship		Xxxxx X. Xxxxxxx, as joint tenants with the right of survivorship

/s/ Xxxx Xxxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxx Xxxxxxx		Xxxxxxx Xxxxxxx

/s/ Xxxxxx X. Xxxxxxx, Xx.		/s/ Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx, Xx.		Xxxxx X. Xxxxxx

/s/ Xxxxxxxx Xxxxxx		/s/ Xxxxx XxXxxxxxx
Xxxxxxxx Xxxxxx		Xxxxx XxXxxxxxx

/s/ Xxxxx Deutsch		/s/ Xxxxxx Xxxxxxx
Xxxxx Deutsch		Xxxxxx Xxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxxxxx Xxxxxxxx		/s/ Page Xxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxxx		Page Xxxxxx Xxxxxxx

		/s/ Xxxxxxx X. XxXxxxxx, III
		Xxxxxxx X. XxXxxxxx, III

		Xxxxxx X. Xxxxxxx XX 2010 Grantor Retained Annuity Trust I, dated July 1, 2010

/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx

		By:	/s/ Xxxxxx X. Xxxxxxx
			Name: Xxxxxx X. Xxxxxxx
			Title: Trustee

Xxxxxx X. Xxxxxxx XX 2011 Grantor Retained Annuity Trust I, dated July 1, 2011		Xxxxx X. XxXxxxxxxx and Xxxxxxx XxXxxxxxxx, XX, Co-Trustees of the Xxxxx X. XxXxxxxxxx Revocable Trust dated June 7, 1993, as amended

By:	/s/ Xxxxxx X. Xxxxxxx
	Name: Xxxxxx X. Xxxxxxx	By:	/s/ Xxxxxxx XxXxxxxxxx, XX
	Title: Trustee		Name: Xxxxxxx XxXxxxxxxx, XX
			Title: Co-Trustee

Xxxxx X. XxXxxxxxxx and Xxxxxxx XxXxxxxxxx, XX, Co-Trustees of the Xxxxx X. XxXxxxxxxx Revocable Trust dated June 7, 1993, as amended		Xxxxx X. XxXxxxxxxx, Trustee of the Xxxxx X. XxXxxxxxxx Grantor Retained Annuity Trust III dated September 16, 2009

By:	/s/ Xxxxx X. XxXxxxxxxx	By:	/s/ Xxxxx X. XxXxxxxxxx
	Name: Xxxxx X. XxXxxxxxxx		Name: Xxxxx X. XxXxxxxxxx
	Title: Co-Trustee		Title: Trustee

/s/ Xxxxxxx X. Xxxxx		/s/ Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx		Xxxx X. Xxxxxxx

/s/ Xxxx Xxxxxxx		/s/ Xxxxxxx Xxxxxxxx, Xx.
Xxxx Xxxxxxx		Xxxxxxx Xxxxxxxx, Xx.

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxxxxxxx Xxxxxxx		/s/ Xxxxx X. Xxxxx
Xxxxxxxxxxx Xxxxxxx		Xxxxx X. Xxxxx

/s/ Xxxxxx Xxxx		/s/ Xxxxxxxxxxx Xxxx
Xxxxxx Xxxx		Xxxxxxxxxxx Xxxx

/s/ Xxxxxx X. Xxxxxxx, Xx.		/s/ Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx, Xx.		Xxxxx X. Xxxxx

/s/ Xxxxxxxxx Xxxxxxxx		/s/ Xxxxxxx X. Xxxxxx
Xxxxxxxxx Xxxxxxxx		Xxxxxxx X. Xxxxxx

Equity Trust Company Custodian FBO: Xxxxxxxx X. Xxxxxxx XXX
		/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx

By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name: Xxxxxxxx X. Xxxxxxx	/s/ Xxxx Xxxxxxxxx
		Xxxx Xxxxxxxxx

/s/ Xxxxxxxx X. Xxxxxxxxx		/s/ Xxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxxxx		Xxx X. Xxxxxx

/s/ Xxxxxxx X. Xxxxxxx		/s/ Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxxx		Xxxxx Xxxxxx

First Clearing, LLC FBO Xxxxxxx X. Xxxxxxxxx XXX		First Clearing, LLC for the benefit of Xxxx Xxxxxxx

By:	/s/ Xxxxxxx X. Xxxxxxxxx	By:	/s/ Xxxx Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxxxx		Name: Xxxx Xxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


First Clearing, LLC for the benefit of Xxxx Xxxxxxx

		/s/ Xxxxxxx Xxxxxx
		Xxxxxxx Xxxxxx

By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx

/s/ Xxxxxx X. Xxxxxxx, Xx.		/s/ Xxxxxxx Xxxxxxx Xxxxxx, Jr.
Xxxxxx X. Xxxxxxx, Xx.		Xxxxxxx Xxxxxxx Xxxxxx, Jr.

/s/ Xxxxx Xxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx		Xxxxxxx Xxxxxxx

/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx

/s/ Xxxxx X. Xxxxx		/s/ Xxxx X. Xxxxxx
Xxxxx X. Xxxxx		Xxxx X. Xxxxxx

Xxxx X. Xxx , LLC

		/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx

By:	/s/ Xxxx X. Xxx
	Name: Xxxx X. Xxx
	Title: Manager

/s/ Xxxxx X. Xxxxxxxx		/s/ Xxxxx Xxxxxxxx
Xxxxx X. Xxxxxxxx		Xxxxx Xxxxxxxx

Xxxxxxxx Childrens Trust, Xxxxxx Xxxxxx Trustee

		/s/ Xxxx Xxxxxxxx
		Xxxx Xxxxxxxx

By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx
	Title: Trustee

VOTING AGREEMENT

SIGNATURE PAGE


	Glastein Capital Investors, LLC

/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Managing Partner

/s/ Xxxx Xxxxxx	/s/ Xxxxxxx Xxxxxxx
Xxxx Xxxxxx	Xxxxxxx Xxxxxxx

/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx

/s/ Xxxxxx X. Xxxxxxx	/s/ Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxx	Xxxx Xxxxxxxx

/s/ Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx

	/s/ Brinal Gupta
	Brinal Gupta

/s/ Xxxxxxx Xxxxxxx	/s/ Xxxx Xxxxxxx
Xxxxxxx Xxxxxxx	Xxxx Xxxxxxx

/s/ Xxxxx X. Xxxxxx, Xx.	/s/ Xxxxxx X. Xxxx
Xxxxx X. Xxxxxx, Xx.	Xxxxxx X. Xxxx

/s/ Xxxxx Xxxxxx	/s/ Xxxx X. Xxxxxxxxx
Xxxxx Xxxxxx	Xxxx X. Xxxxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxxx Xxxx		/s/ Xxxxxxxx X. Xxxx
Xxxxxxx Xxxx		Xxxxxxxx X. Xxxx

/s/ Xxxxx X. Xxxx		/s/ Xxxxx Xxxxxxxx
Xxxxx X. Xxxx		Xxxxx Xxxxxxxx

/s/ Xxxxx X. Xxxxx		/s/ Xxxxx Xxxxxxxxx
Xxxxx X. Xxxxx		Xxxxx Xxxxxxxxx

/s/ Xxxxxx X. Xxxxxxxxxxxx		/s/ Xxxxxx Xxxx
Xxxxxx X. Xxxxxxxxxxxx		Xxxxxx Xxxx

/s/ Xxxxx Xxxxxxx Xxxx		/s/ Xxxxxxx Xxxxx Xxxx
Xxxxx Xxxxxxx Xxxx		Xxxxxxx Xxxxx Xxxx

/s/ Xxxxx Xxxx Xxxx		/s/ Xxxxxxxx Xxx Xxxx
Xxxxx Xxxx Xxxx		Xxxxxxxx Xxx Xxxx

XXX FBO Xxxxxxxx X. Xxxxxx Xxxxxxxx LLC as Custodian		XXX NFS LLC/FMTC FBO: Xxxxx Xxxxx Acct: 670-584576

By:	/s/ Xxxxx Sanariago	By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Sanariago		Name: Xxxxx Xxxxx
	Title: SPV		Title: President

		J. Xxxx XxXxxx, Inc. Profit Sharing

/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
		By:	/s/ J. Xxxxx XxXxxx
			Name: J. Xxxxx XxXxxx
			Title: President

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxx Xxxxx		/s/ Dhinakaran Xxxxx
Xxxxxx Xxxxx		Xxxxxxxxxx Xxxxx

		Xxxxxxx Family Investments, LLC

/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
		By:	/s/ Xxxx X. Xxxxxxx, Xx.
			Name: Xxxx X. Xxxxxxx, Xx.

/s/ Xxxxx Xxxxxxxx		/s/ Xxxxxx X. Xxxxx
Xxxxx Xxxxxxxx		Xxxxxx X. Xxxxx

		Xxxxxx, Xxxxxxxx X. and Xxxxxx X. Xxxx, Trustees, GST Exempt Trust U/Will Xxxxxxx X. Xxxxxx
/s/ Xxxx Xxxxxx Xxxxx, Xx.
Xxxx Xxxxxx Xxxxx, Xx.
		By:	/s/ Xxxxxxxx X. Xxxxxx
			Name: Xxxxxxxx X. Xxxxxx
			Title: Co-Trustee

Xxxxxx, Xxxxxxxx X. and Xxxxxx X. Xxxx, Trustees, GST Exempt Trust U/Will Xxxxxxx X. Xxxxxx		Xxxxx X. Xxxxx, Trustee of the Xxxxx X. Xxxxx Grantor Retained Annity Trust dated November 19, 2007

By:	/s/ Xxxxxx X. Xxxx
	Name: Xxxxxx X. Xxxx	By:	/s/ Xxxxx X. Xxxxx
	Title: Co-Trustee		Name: Xxxxx X. Xxxxx
			Title: Trustee

/s/ Xxxxxxx Xxxxxx		/s/ Xxxx Xxxxxx
Xxxxxxx Xxxxxx		Xxxx Xxxxxx

/s/ Xxxxx Xxxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx		Xxxxxxx Xxxxxxx

/s/ Xxxxxxxx Kiss		/s/ Xxxxx X. Xxxxxxxx
Xxxxxxxx Kiss		Xxxxx X. Xxxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxx Xxxxx		/s/ Xxxxx X. Xxxxx
Xxxx Xxxxx		Xxxxx X. Xxxxx

KM Medical

		/s/ Xxxxxx X. Xxxxxxxxx
		Xxxxxx X. Xxxxxxxxx
By:	/s/ Xxxxx X. Xxxxx
	Name: Xxxxx X. Xxxxx
	Title: President

/s/ Xxxxxx X. Xxxxxxx		/s/ Xxxxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx		Xxxxxxxx Xxxxxxx

/s/ Xxxxx Xxxxx		/s/ Nazariy Krokhtyak
Xxxxx Xxxxx		Nazariy Krokhtyak

/s/ Xxxxxx X. Xxxxxxx		/s/ Anjali Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxx		Anjali Xxxxxx Xxxxx

/s/ Deepa Xxxxxxx Xxxxx		/s/ Xxxxxxxxxxx X. Xxxx
Xxxxx Xxxxxxx Xxxxx		Xxxxxxxxxxx X. Xxxx

/s/ Xxxxxxx Xxxxxxxxx Xxxxxxx		/s/ Xxxx X. Xxxxxxx
Xxxxxxx Xxxxxxxxx Xxxxxxx		Xxxx X. Xxxxxxx

/s/ Xxxxxx X. Xxxxxxx		/s/ Xxxxxx Xxxxxxxxx
Xxxxxx X. Xxxxxxx		Xxxxxx Xxxxxxxxx

/s/ Xxxx Xxxxxxxxx		/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxxxx		Xxxx Xxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxx Xxx						/s/ Xxxxx Xxxxx
Xxxxxx Xxx						Xxxxx Xxxxx

/s/ Xxxxxxx X. Xxxxx						/s/ Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx						Xxxxxx X. Xxxxxx

/s/ Xxxxx X. Xxxxxxxxxx						/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx						Xxxxx X. Xxxxxxxxxx

/s/ Xxxxx X. Xxxxxxx, Xx.						/s/ Xxxxxxxxx Xxxx
Xxxxx X. Xxxxxxx, Xx.						Xxxxxxxxx Xxxx

/s/ Xxxxxx X. Xxxxxx						/s/ Xxxxx Xxxx
Xxxxxx X. Xxxxxx						Xxxxx Xxxx

/s/ Xxxxx X. Xxxxxxx						/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx						Xxxxx X. Xxxxxxx

/s/ Xxxxx Xxxx						/s/ Xxxxxxx X. Xxxx
Xxxxx Xxxx						Xxxxxxx X. Xxxx

/s/ Xxxxxx X. Xxxx, Jr.						/s/ Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxx, Jr.						Xxxxxxx X. Xxxxxx

/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxx Xxxxxxxx		/s/ Xxxx X. XxXxxx
Xxxxx Xxxxxxxx		Xxxx X. XxXxxx

XxXxxxxx & Associates, Inc.

		/s/ Xxxxxx XxXxxxxxx
		Xxxxxx XxXxxxxxx
By:	/s/ Xxxx XxXxxxxx
	Name: Xxxx XxXxxxxx
	Title: President

/s/ Xxxxxxx X. XxXxxxxxx		/s/ Xxxxxxx X. XxXxx
Xxxxxxx X. XxXxxxxxx		Xxxxxxx X. XxXxx

/s/ Xxxxx X. XxXxxxx		/s/ J. Xxxxx XxXxxx
Xxxxx X. XxXxxxx		J. Xxxxx XxXxxx

/s/ Xxxxxxx Xxxxxx		/s/ Xxxx Xxxxxx XxXxx
Xxxxxxx Xxxxxx		Xxxx Branch XxXxx

Medvest, LLC

		/s/ Xxxxxxx X. Xxxxxxxxxx
		Xxxxxxx X. Xxxxxxxxxx

By:	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: President

		Millennium Trust Company, LLC Cust. FBO Xxxx Xxxxxx Xxxxx, XXX # 00000X000

/s/ Xxxxxxxxxxx X. Xxxxxxxxx
Xxxxxxxxxxx X. Xxxxxxxxx

		By:	/s/ Xxxx Xxxxx
			Name: Xxxx Xxxxx

/s/ Xxxxxx Xxxxxx		/s/ Xxxx X. Xxxxxxxxx
Xxxxxx Xxxxxx		Xxxx X. Xxxxxxxxx

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Xxxxxxx X. Xxxxx		/s/ Xxxxx Xxxxxxxx
Xxxxxxx X. Xxxxx		Xxxxx Xxxxxxxx

/s/ Xxxxx Xxxxxxxx		/s/ Xxxxxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx		Xxxxxxxx X. Xxxxxxxx

		Xxxxxx Xxxxxx & Co. Custodian for Xxxxxx X. Rock SEP-XXX 70417068-1

/s/ Xxxx Xxxxx
Xxxx Xxxxx

		By:	/s/ Xxxxxx X. Rock
			Name: Xxxxxx X. Rock
			Title: SEP XXX Owner

/s/ Xxxx X. Xxxxxxx		/s/ Xxx Xxxxxxxx
Xxxx X. Xxxxxxx		Xxx Xxxxxxxx



/s/ Xxxx Xxxxxx		/s/ Andrew Brett Murphy
John Murphy		Andrew Brett Murphy


		/s/ Jason Nash
		Jason Nash

Neuro Spine Ventures LLC		NeuroMaxx Surgical, Inc.

By:	/s/ Andrew T. Rock	By:	/s/ Brad Odom
	Name: Andrew T. Rock		Name: Brad Odom
	Title: Managing Partner		Title: Principal

VOTING AGREEMENT

SIGNATURE PAGE


NFS FBO Antoinette Booth IRA ACC# 675-353680		NFS FBO Harry Booth IRA ACC# 675-353671

By:	/s/ Antoinette Booth	By:	/s/ Harry Booth
	Name: Antoinette Booth		Name: Harry Booth

/s/ Marcin Niemiec		/s/ Michael O’Brien
Marcin Niemiec		Michael O’Brien

Ocean Spine LLC

By:	/s/ Doug Sarmousakis	/s/ Cindy S. Oliver
	Name: Doug Sarmousakis	Cindy S. Oliver
	Title: Distribution Principal

/s/ Mark D. Oliver		/s/ Raymond L. Oliver
Mark D. Oliver		Raymond L. Oliver

/s/ Karen Olson		/s/ Terrance D. Olson
Karen Olson		Terrance D. Olson

/s/ Patrick S. O’Neill
Patrick S. O’Neill

/s/ Lisa W. Pandelidis		/s/ Thomas Parker
Lisa W. Pandelidis		Thomas Parker

/s/ James Parolie		/s/ Jason M. Pastor
James Parolie		Jason M. Pastor

VOTING AGREEMENT

SIGNATURE PAGE


	Paul, David C., as Trustee of the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10

/s/ Nirali Patel
Nirali Patel
	By:	/s/ David C. Paul
		Name: David C. Paul
		Title: Trustee

/s/ Daniel Paul	/s/ Daniel S. Paul
Daniel Paul	Daniel S. Paul

/s/ David C. Paul
David C. Paul

/s/ Sonali Paul	/s/ Preetha Paul
Sonali Paul	Preetha Paul

/s/ James T. Pauwels	/s/ Steven Payne
James T. Pauwels	Steven Payne

/s/ Jeffrey W. Peary	/s/ Walter C. Peppelman, Jr.
Jeffrey W. Peary	Walter C. Peppelman, Jr.

/s/ R. Keith Perkins	/s/ Khiem Pham
R. Keith Perkins	Khiem Pham

VOTING AGREEMENT

SIGNATURE PAGE


Philip, Jayanthi as custodian for Jachin Philip under the PA Uniform Transfers to Minors Act		Philip, Jayanthi as custodian for Jonan Philip under the PA Uniform Transfers to Minors Act

By:	/s/ John Davidar	By:	/s/ John Davidar
	Name: John Davidar		Name: John Davidar
	Title: Custodian		Title: Custodian

/s/ Gladstone K. Philip		/s/ Jayanthi Philip
Gladstone K. Philip		Jayanthi Philip

/s/ Matthew Frank Philips		/s/ Edward A. Pinkos, Jr.
Matthew Frank Philips		Edward A. Pinkos, Jr.

/s/ Steve Poletti		/s/ Ray Polito
Steve Poletti		Ray Polito

		Powers Family Descendants Trust

/s/ Daniel A. Pontecorvo
Daniel A. Pontecorvo

		By:	/s/ Alexandros D. Powers
			Name: Alexandros D. Powers
			Title: Grantor to Trust

Powers Family Descendants Trust

		/s/ Peter D. Quick
		Peter D. Quick

By:	/s/ Peri A. DeOrio
	Name: Peri A. DeOrio
	Title: Trustee

		RBC Dain Rauscher Custodian FBO Paul Asdourian IRA

/s/ Shairali Rao
Shairali Rao

		By:	/s/ Paul Asdourian
			Name: Paul Asdourian, MD

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Edward Reilley		/s/ David S. Rendall
Edward Reilley		David S. Rendall

/s/ Samuel J. Rendall
Samuel J. Rendall

		/s/ Gregory L. Rhinehart
		Gregory L. Rhinehart

/s/ William S. Rhoda		/s/ Richard Richardson
William S. Rhoda		Richard Richardson

/s/ Julie Robbins		/s/ Paul V. Robbins
Julie Robbins		Paul V. Robbins

/s/ R. Phil Roof, Jr.		/s/ Steven L. Rotola
R. Phil Roof, Jr.		Steven L. Rotola

/s/ David Rubenstein		/s/ Scott A. Rushton
David Rubenstein		Scott A. Rushton

/s/ J. Nicole Rutz		/s/ Kevin D. Rutz
J. Nicole Rutz		Kevin D. Rutz

Saint Francis Growth Fund

		/s/ Chad Weldon Saunders
		Chad Weldon Saunders

By:	/s/ Kevin J. Makley
	Name: Kevin J. Makley
	Title: President

VOTING AGREEMENT

SIGNATURE PAGE


	Schultz Ventures, LLC

/s/ Carla Schaaphok
Carla Schaaphok

	By:	/s/ Karl D. Schultz Jr.
		Name: Karl D. Schultz Jr.
		Title: Managing Partner

/s/ Arnold M. Schwartz	/s/ Suken A. Shah
Arnold M. Schwartz	Suken A. Shah

/s/ Adam H. Shain	/s/ Lewis S. Sharps
Adam H. Shain	Lewis S. Sharps

/s/ Melanie Sharps	/s/ Joshua L. Shiels
Melanie Sharps	Joshua L. Shiels

/s/ Ouida Simpson	/s/ Selwyn Simpson
Ouida Simpson	Selwyn Simpson

/s/ Rupinder Singh	/s/ Amit Sinha
Rupinder Singh	Amit Sinha

/s/ David N. Smith	/s/ Michael L. Smith
David N. Smith	Michael L. Smith

	Spine Capital Partners II, LLC

/s/ Patrick Smith
Patrick Smith

	By:	/s/ Dale W. Gaines
		Name: Dale W. Gaines
		Title: Owner

VOTING AGREEMENT

SIGNATURE PAGE


Spine Capital Partners, LLC

		/s/ Scott C. Stein
		Scott C. Stein

By:	/s/ Dale W. Gaines
	Name: Dale W. Gaines
	Title: Manager

/s/ Don O. Stovall, Jr.		/s/ Jerry Stovall
Don O. Stovall, Jr.		Jerry Stovall

/s/ Brian J. Sullivan		/s/ Laurie Summers
Brian J. Sullivan		Laurie Summers

/s/ John Sutcliffe		/s/ Cynthia Maurer Sutton
John Sutcliffe		Cynthia Maurer Sutton

/s/ Douglas C. Sutton		/s/ Brandon Tanguay
Douglas C. Sutton		Brandon Tanguay

/s/ Michael R. Tanner
Michael R. Tanner

		TECHNOMED HOLDINGS LLC

/s/ Frederick A. Tecce
Frederick A. Tecce

		By:	/s/ Lawrence J. Binder, Jr.
			Name: Lawrence J. Binder, Jr.
			Title: Manager

The 2010 Kamaldeep S. Momi Family Dynasty Trust
DTD 9-14-2010

By:	/s/ Navjot Singh
	Name: Navjot Singh
	Title: Trustee

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Gregory Scott Thompson				/s/ Duane Tice
Gregory Scott Thompson				Duane Tice

/s/ Trenton T. Tillman, III				/s/ Karen M. Tovey
Trenton T. Tillman, III				Karen M. Tovey

/s/ Jason C. Travis				/s/ Sue Tremlett
Jason C. Travis				Sue Tremlett

/s/ G. Todd Turner				/s/ Tisha Sue Turner
G. Todd Turner				Tisha Sue Turner

/s/ Leon Turo				/s/ Joseph T. Ullrich
Leon Turo				Joseph T. Ullrich

/s/ Candace A. Undercuffler				/s/ W. Christopher Urban
Candace A. Undercuffler				W. Christopher Urban

/s/ Luke A. Urtz
Luke A. Urtz

/s/ Paul P. Vessa				/s/ Todd K. Volk
Paul P. Vessa				Todd K. Volk

/s/ John Wadsworth				/s/ Richard Washburn
John Wadsworth				Richard Washburn

/s/ Kimberly Weaner				/s/ Jonathan Weller
Kimberly Weaner				Jonathan Weller

VOTING AGREEMENT

SIGNATURE PAGE


/s/ Jane R. Wendt
Jane R. Wendt

Whynot LLC

		/s/ Carol M. Wildermuth
		Carol M. Wildermuth

By:	/s/ Mark Christensen
	Name: Mark Christensen
	Title: Manager

/s/ Malcolm Williams		/s/ Thomas A.S. Wilson, Jr.
Malcolm Williams		Thomas A.S. Wilson, Jr.

/s/ Brian Wise		/s/ Steven B. Wolf
Brian Wise		Steven B. Wolf

		/s/ Arthur C. Wotiz
		Arthur C. Wotiz

/s/ Lizbeth Branch Wright		/s/ James Wurtz
Lizbeth Branch Wright		James Wurtz

		/s/ Michal Zentko
		Michal Zentko

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


INVESTOR(S):

CLARUS LIFESCIENCES I, L.P.

By its General Partner, Clarus Ventures I GP, LP
By its General Partner, Clarus Ventures I, LLC

By:		/s/ Robert W. Liptak
Robert W. Liptak
Managing Director

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


INVESTOR:

AIG ANNUITY INSURANCE COMPANY

By:		/s/ Marc H. Gamsin


Print Name:		Marc H. Gamsin


Title:		Vice President


INVESTOR:

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:		/s/ Marc H. Gamsin


Print Name:		Marc H. Gamsin


Title:		Vice President

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


INVESTOR:

GOLDMAN SACHS & CO., ON BEHALF OF ITS PRINCIPAL STRATEGIES GROUP

By:		/s/ Kenneth H. Eberts III


Print Name:		Kenneth H. Eberts III


Title:		Managing Director

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.


INVESTOR:

GS DIRECT, L.L.C.



BY:		/s/ Gerry Cardinale


NAME:		Gerry Cardinale


TITLE:		Managing Director

VOTING AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this VOTING AGREEMENT as of the date first above written.

INVESTOR(S):

GOLDMAN SACHS PRIVATE EQUITY

PARTNERS 2004, L.P.

PARTNERS 2004 EMPLOYEE FUND, L.P.

By: Goldman Sachs PEP 2004 Advisors, L.L.C.,

By: Goldman Sachs PEP 2004 Employee Funds GP,

General Partner

L.L.C., General Partner

By: GSAM Gen-Par, L.L.C., Managing Member

By:

/s/ Jennifer Barbetta

By:

/s/ Jennifer Barbetta

Print Name:

Jennifer Barbetta

Print Name:

Jennifer Barbetta

Title:

Authorized Signatory

Title:

Authorized Signatory

GS PRIVATE EQUITY PARTNERS 2002 –

GOLDMAN SACHS PRIVATE EQUITY

DIRECT INVESTMENT FUND, L.P.

PARTNERS 2004 OFFSHORE HOLDINGS, L.P.

By: GS PEP 2002 Direct Investment Advisors, L.L.C.,

By: Goldman Sachs PEP 2004 Offshore Holdings

General Partner

Advisors, Inc., General Partner

By: GSAM Gen-Par, L.L.C., Managing Member

By:

/s/ Jennifer Barbetta

By:

/s/ Jennifer Barbetta

Print Name:

Jennifer Barbetta

Print Name:

Jennifer Barbetta

Title:

Authorized Signatory

Title:

Authorized Signatory

GOLDMAN SACHS PRIVATE EQUITY

MULTI-STRATEGY HOLDINGS, L.P.

PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P.

By: Multi-Strategy Holdings Offshore Advisors, Inc.,

By: Goldman Sachs PEP 2004 Direct Investment

General Partner

Advisors, L.L.C., General Partner

By: GSAM Gen-Par, L.L.C., Managing Member

By:

/s/ Jennifer Barbetta

By:

/s/ Jennifer Barbetta

Print Name:

Jennifer Barbetta

Print Name:

Jennifer Barbetta

Title:

Authorized Signatory

Title:

Authorized Signatory

GOLDMAN SACHS INVESTMENT

PARTNERS MASTER FUND, L.P.

GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND

OFFSHORE HOLDINGS, L.P.

By:

/s/ Michelle Barone

By:

/s/ Ryan Boucher

Print Name:

Michelle Barone

Print Name:

Ryan Boucher

Title:

Vice President

Title:

Vice President

VOTING AGREEMENT

SIGNATURE PAGE

EXHIBIT A

LIST OF KEY COMMON HOLDERS

NAME OF KEY COMMON HOLDERS

4 Spine, LLC

Allison Ager

Gregg Albano

Robert T. Alston

Neel Anand

Shawn Anderson

Nick Ansari

Robert C. Antonelli

Paul Asdourian

RBC Dain Rauscher Custodian FBO Paul Asdourian IRA

Brian Bacon

B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees, Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02 FBO B. Kaplan

B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees, Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02 FBO B. Kaplan

John P. Baker

Kelly J. Baker

Roy P. Baker

Richard A. Balderston

Daxes Banit

George Baran

John Christian Barrett

Cindy Beatty

Sloan Beatty

Bernie L. Bell

Byard Bennett

Shalini Bennett

Cliff III Benson

Jr. Clifton Benson

Berachah Foundation, Inc.

David Bibbs

Big Horn Associates, L.L.C.

Kevin Biggs

Alisha Anne Binder

Randolph Bishop

IRA FBO Randolph C. Bishop Pershing LLC as Custodian

Craig Bjelde

Michael E. Black

Todd Black

EXHIBIT A

VOTING AGREEMENT

Dennis Booth

Antoinette Booth

Harry Booth

NFS FBO Harry Booth IRA ACC# 675-353671

NFS FBO Antoinette Booth IRA ACC# 675-353680

Mark D. Borden

Susan M. Bowers

Michael L. Boyer

III Donald Bradley

James Branch

Jamie Hanson Branch

Joseph Edwin Branch

Laura Caroline Branch

Michael Brannon

Lloyd Keith Brewton

Courtney Brown

Jason Timothy Burney

Phillip Butler

C2R Investors LLC

Dave Cacioppo

Carolyn J. Campanella

Janie W. Cannon

Stephen P. Cannon

Helen Cappuccino

Kevin Carouge

Jamie Carroll

II John Casteel

Christopher C. Cavanaugh

Michael C. Chabot

Janet Chelladurai

Larisa Cherby

Thor G. Christensen

Richard Colasante

Logan R. Collins

Millennium Trust Company, LLC Cust. FBO Joan Crosby Coney, IRA # 21354D836

Mark D. Copeland

Charles Crowley

Jr. Walter Crye

Lukasz Curylo

Aubrie Cusumano

D Team

Charles Davidar

David D. Davidar

Exhibit A

VOTING AGREEMENT

Sarah G. Davidar, joint tenants with the right of survivorship

Davidar, David D., Trustee, Davidar 2009 Grantor Retained Annuity Trust U/A 8/6/09

John Davidar

Sunitha Davidar

Davidar, John, as Custodian for Jadon Davidar pursuant to the PA Uniform Transfers to Minors Act

Martin J. Dempsey

David M. Demski

Vaneetha Demski

Frank DeStefano

Larry Deutsch

Robert Deutsch

Visuvasam Dhanaraj

Page Benson Dickens

Anthony J. DiMarino

Donna L. DiSclafani and Antonio DiSclafani, II, Co-Trustees of the Donna L. DiSclafani Revocable Trust dated June 7, 1993, as amended

Antonio DiSclafani, II, Trustee of the Family Trust created under the Donna L. DiSclafani Five Year GRAT II dated March 16, 2005

Antonio DiSclafani, II, Trustee of the GST Nonexempt Family Trust created under the Donna L. DiSclafani Five Year GRAT II dated March 16, 2005

Donna L. DiSclafani, Trustee of the Donna L. DiSclafani Grantor Retained Annuity Trust III dated September 16, 2009

John Doherty

First Clearing, LLC for the benefit of John Doherty

Michael E. Doran

John D. Dorchak

John Dowling

First Clearing, LLC for the benefit of John Dowling

Jr. William Duffield

Christopher Duneske

James W. Dwyer

Howard Dyer

Christopher Eddy

Willie S. Edwards

David M. Ellis

Jeyakaran Emmanuel

Juanita H. Emmett

Equity Trust Company Custodian FBO: Lawrence J. Gerrans IRA

Phillip G. Esce

Mark Etheridge

Patricia L. Farnquist

Ira L. Fedder

Michael F. Ferreri

Jason Ferris

First Clearing, LLC FBO Vincent J. Silvaggio IRA

Stephen Fisher

Exhibit A

VOTING AGREEMENT

Robert E. Flandry

Charles Stephen Foster

David Fowler

Farhang Fracyon

Stephen R. Froehlich

Craig W. Fultz

Dale W. Gaines

Gary A. Dix , LLC

Manny Gaspar

Karen M. Giordano

Elise Girasole

Girouard Childrens Trust, Marcia Currie Trustee

Lisa Glassner

Michael Glassner

Glastein Capital Investors, LLC

Chad Glerum

Michael Goldman

IRA NFS LLC/FMTC FBO: Lance Gomez Acct: 670-584576

Jeffrey Gordon

Joseph B. Gossman

Raul Granillo

Nicholas A. Grimaldi

Brinal Gupta

Matthew Hansell

Noah Hansell

Jr. Gregg Harris

Robert L. Hash

Grant Haugen

Ryan H. Hendricks

Stephan Hess

Stefanie L. Hill

Terry A. Hill

Julie Hinojosa

Jerry H. Huber

Dante Implicito

Aditya V. Ingalhalikar

Andrew Iott

David Michael Iott

Matthew David Iott

Nancy Wise Iott

Nicholas Jon Iott

Paul Iswariah

Arthur James

Dhinakaran James

Exhibit A

VOTING AGREEMENT

James Jamison

Family Investments Johnson

Donald R. Johnson II 2010 Grantor Retained Annuity Trust I, dated July 1, 2010

Donald R. Johnson II 2011 Grantor Retained Annuity Trust I, dated July 1, 2011

David Johnston

Dennis J. Jones

Fred Ingram Jones

Kanter, Geoffrey E. and Arnold M. Zaff, Trustees, GST Exempt Trust U/Will Richard T. Kanter

Michael Keegan

John Kendle

Glenn Kenney

Richard Kienzle

Jennifer Kiss

David G. Kitchens

Gary Klass

Scott A. Kline

KM Medical

Donald K. Kolletzki

Nilesh N. Kotecha

Terrence Koziara

David Kraus

Nazariy Krokhtyak

Edward H. Kuckens

Anjali Samuel Kukde

Deepa Praveen Kumar

Christopher A. Lacy

Carolyn Elizabeth Landman

Eric C. Landman

Steven D. Landman

Daniel Laskowitz

Carl Lauryssen

Dawn Laverty

Andrew Lee

Jason Leigl

Michael J. Lentz

Robert M. Lester

Craig S. Liberatore

Ralph H. Liberatore

James G. Lindley

Stephanie Long

Steven C. Ludwig

Shawn Luna

Diana S. Malcolm

James R. Malcolm

Exhibit A

VOTING AGREEMENT

Brian Malm

Timothy P. Mann

Edward K. Mark

Jeffrey D. Martin

Michael Martin

Jason Mayfield

Paul C. McAfee

Stephen C. McFee

McCanney & Associates, Inc.

Joshua McCloskey

Jeffrey R. McConnell

Jared A. McGrath

J. Bard McLean, Inc. Profit Sharing Plan

J. Derek McLean

William Mcnett

Jane Branch McRee

Medvest, LLC

Michael J. Melchionni

Christopher B. Michelsen

Thomas Miller

Paul W. Millhouse

William L. Mills

David Mitchell

Diane Mitchell

Kathleen M. Mitchell

Amarjit S. Momi Credit Shelter Trust

The 2010 Kamaldeep S. Momi Family Dynasty Trust DTD 9-14-2010

Ryan Moore

John P. Mulgrew

Rob Mulligan

Andrew Brett Murphy

John Murphy

Jason Nash

Neuro Spine Ventures LLC

NeuroMaxx Surgical, Inc.

Marcin Niemiec

Michael O’Brien

Ocean Spine LLC

Cindy S. Oliver

Mark D. Oliver

Raymond L. Oliver

Karen Olson

Terrance D. Olson

Patrick S. O’Neill

Exhibit A

VOTING AGREEMENT

Lisa W. Pandelidis

Thomas Parker

James Parolie

Jason M. Pastor

Nirali Patel

Daniel Paul 2010 Grantor Retained Annuity Trust U/A 7/20/10

Daniel Paul

Daniel S. Paul

Preetha Paul

David C. Paul

Sonali Paul

Paul, David C., as Trustee of the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10

James T. Pauwels

Steven Payne

Jeffrey W. Peary

Walter C. Peppelman

R. Keith Perkins

Khiem Pham

Gladstone K. Philip

Jayanthi Philip

Philip, Jayanthi as custodian for Jachin Philip under the PA Uniform Transfers to Minors Act

Philip, Jayanthi as custodian for Jonan Philip under the PA Uniform Transfers to Minors Act

Matthew Frank Philips

Jr. Edward Pinkos

Steve Poletti

Ray Polito

Daniel A. Pontecorvo

Powers Family Descendants Trust

Peter D. Quick

Shairali Rao

Edward Reilley

David S. Rendall

Samuel J. Rendall

Gregory L. Rhinehart

William S. Rhoda

Richard Richardson

Julie Robbins

Paul V. Robbins

Morgan Keegan & Co. Custodian for Andrew T. Rock SEP-IRA 70417068-1

R. Phil Roof

Steven L. Rotola

David Rubenstein

Scott A. Rushton

Exhibit A

VOTING AGREEMENT

J. Nicole Rutz

Kevin D. Rutz

Saint Francis Growth Fund

Chad Weldon Saunders

Carla Schaaphok

Schultz Ventures, LLC

Arnold M. Schwartz

Suken A. Shah

Adam H. Shain

Lewis S. Sharps

Melanie Sharps

Joshua L. Shiels

Amit Sinha

Ouida Simpson

Selwyn Simpson

Rupinder Singh

David N. Smith

Michael L. Smith

Patrick Smith

Spine Capital Partners, LLC

Spine Capital Partners II, LLC

Scott C. Stein

Don O. Stovall

Jerry Stovall

Brian J. Sullivan

Laurie Summers

John Sutcliffe

Cynthia Maurer Sutton

Douglas C. Sutton

Brandon Tanguay

Michael R. Tanner

Frederick A. Tecce

TECHNOMED HOLDINGS LLC

Gregory Scott Thompson

Duane Tice

III Trenton Tillman

Karen M. Tovey

Karen M. Tovey, Trustee of the Karen M. Tovey Grantor Retained Annity Trust dated November 19, 2007

Charles Schwab & Co. Inc. Custodian for Steven H. Tovey IRA-Rollover 89100044

Charles Schwab & Co. Inc. Custodian for Steven H. Tovey Simple IRA-88910987

Jason C. Travis

Sue Tremlett

G. Todd Turner

Exhibit A

VOTING AGREEMENT

Tisha Sue Turner

Leon Turo

Joseph T. Ullrich

Candace A. Undercuffler

W. Christopher Urban

Luke A. Urtz

Paul P. Vessa

Todd K. Volk

John Wadsworth

Richard Washburn

Kimberly Weaner

Jonathan Weller

Jane R. Wendt

Whynot LLC

Carol M. Wildermuth

Malcolm Williams

Thomas A.S. Wilson, Jr.

Brian Wise

Steven B. Wolf

Arthur C. Wotiz

Lizbeth Branch Wright

James Wurtz

Michal Zentko

Exhibit A

VOTING AGREEMENT

EXHIBIT B

SCHEDULE OF INVESTORS

Name of Investor

Clarus Lifesciences I, L.P.

GS Direct, L.L.C.

Goldman Sachs Investment Partners Master Fund, L.P.

Goldman Sachs Private Equity Concentrated Healthcare Fund Offshore Holdings, L.P.

Goldman Sachs Private Equity Partners 2004, L.P.

Goldman Sachs Private Equity Partners 2004 Offshore Holdings, L.P.

Goldman Sachs Private Equity Partners 2004 – Direct Investment Fund, L.P.

Goldman Sachs Private Equity Partners 2004 Employee Fund, L.P.

GS Private Equity Partners 2002 – Direct Investment Fund, L.P.

Multi-Strategy Holdings, L.P.

AIG Annuity Insurance Company

The Variable Annuity Life Insurance Company

Troy Fukumoto

EXHIBIT B

VOTING AGREEMENT

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GLOBUS MEDICAL, INC. VOTING AGREEMENT JULY 23, 2007

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