GLOBUS MEDICAL, INC. FIRST AMENDMENT TO VOTING AGREEMENT
Exhibit 10.3
GLOBUS MEDICAL, INC.
FIRST AMENDMENT TO
This First Amendment to Voting Agreement (this “Amendment”), dated as of the 4th day of April 2011, is entered into by and among Globus Medical, Inc., a Delaware corporation (the “Company”), the undersigned holders of shares of the Company’s Series E Preferred Stock, and the undersigned holders of shares of the Company’s Common Stock, all of whom are party to that certain Voting Agreement (the “Voting Agreement”) dated as of July 23, 2007, by and among the Company and certain of its stockholders. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Voting Agreement.
WHEREAS, the Company desires to increase the size of its Board of Directors from five to seven; and
WHEREAS, in connection therewith, the undersigned desire to amend the Voting Agreement to establish the rights of the holders of the various classes of the Company’s capital stock with respect to the election of directors; and
WHEREAS, Section 3.6(a) of the Voting Agreement provides that the Voting Agreement may be amended only with 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, and (iii) the holders of a majority of the then outstanding shares of Common Stock held by Key Common Holders;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Voting Agreement and agree as follows:
1. Amendment of Voting Agreement. The Stock Sale Agreement is hereby amended by deleting Section 1.3(b) thereof in its entirety and amending and restating such Section 1.3(b) as follows:
“(b) For so long as holders of the Company’s Class A Common Stock and Class B Common Stock are entitled under the Certificate of Incorporation, voting as a separate class, to elect five (5) members of the Board (the “Common Directors”), the Common Directors shall be five (5) individuals nominated by holders of a majority of the then outstanding Key Common Holder Shares. 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.””
2. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but which, when taken together, shall constitute by one instrument. One or more counterparts of this Amendment or any exhibit hereto may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof.
3. Effect on Voting Agreement. Except as specifically, provided herein, the Voting Agreement shall remain in full force and effect. Except as specifically provided above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Company, the Investors or the Key Common Holders under the Voting Agreement.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.
[Signature page follows.]
| First Amendment to Voting Agreement | 2 |
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
COMPANY:
GLOBUS MEDICAL, INC.
| By: | /s/ Xxxxx X. Xxxx | |
| Xxxxx X. Xxxx | ||
| Chief Executive Officer |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
CLARUS LIFESCIENCES I, L.P.
By its General Partner, Clarus Ventures I GP, LP
By its General Partner, Clarus Ventures I, LLC
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx Managing Director | ||
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
GS DIRECT, L.L.C.
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxx | |
| Title: | Vice President |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
XXXXXXX SACHS INVESTMENT PARTNERS MASTER
FUND, L.P.
By: Xxxxxxx Xxxxx Investment Partners GP, LLC,
its General Partner
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Caurav Bhandari | |
| Title: | Managing Director |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
XXXXXXX XXXXX PRIVATE EQUITY CONCENTRATED
HEALTHCARE FUND OFFSHORE HOLDINGS, L.P.
| By: | Xxxxxxx Sachs Private Equity Concentrated Healthcare Offshore Holdings Advisors, Inc., General Partner |
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | Vice President |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTORS:
| XXXXXXX XXXXX PRIVATE EQUITY PARTNERS 2004, X.X. |
XXXXXXX SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P. | |||||||
| By: Xxxxxxx Xxxxx PEP 2004 Advisors, L.L.C., General Partner | By: Xxxxxxx Sachs PEP 2004 Employee Funds GP, L.L.C., General Partner | |||||||
| By: GSAM Gen-Par, L.L.C., Managing Member | ||||||||
| By: | /s/ Xxxxxxxx Xxxxxx | |||||||
| By: | /s/ Xxxxxxxx Xxxxxx |
Print Name: | Xxxxxxxx Xxxxxx | |||||
| Print Name: | Xxxxxxxx Xxxxxx |
Title: | Vice President | |||||
| Title: | Vice President |
|||||||
| XXXXXXX XXXXX PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P. |
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P. | |||||||
| By: Xxxxxxx Sachs PEP 2004 Offshore Holdings Advisors, Inc., General Partner | By: GS PEP 2002 Direct Investment Advisors, L.L.C., General Partner | |||||||
| By: GSAM Gen-Par, L.L.C., Managing Member | ||||||||
| By: | /s/ Xxxxxxxx Xxxxxx |
|||||||
| Print Name: | Xxxxxxxx Xxxxxx |
By: | /s/ Xxxxxxxx Xxxxxx | |||||
| Title: | Vice President |
Print Name: | Xxxxxxxx Xxxxxx | |||||
| Title: | Vice President | |||||||
| XXXXXXX XXXXX PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. |
MULTI-STRATEGY HOLDINGS, L.P.
By: Multi-Strategy Holdings Offshore Advisors, Inc., General Partner | |||||||
| By: Xxxxxxx Sachs PEP 2004 Direct Investment Advisors, L.L.C., General Partner | ||||||||
| By: GSAM Gen-Par, L.L.C., Managing Member | By: | /s/ Xxxxxxxx Xxxxxx | ||||||
| Print Name: | Xxxxxxxx Xxxxxx | |||||||
| By: | /s/ Xxxxxxxx Xxxxxx |
Title: | Vice President | |||||
| Print Name: | Xxxxxxxx Xxxxxx |
|||||||
| Title: | Vice President |
|||||||
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTORS:
| /s/ Xxxx Xxxxxxxx |
| Xxxx Xxxxxxxx |
WESTERN NATIONAL LIFE INSURANCE COMPANY
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President |
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Vice President |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxx Xxxx |
| Xxxxx Xxxx |
| /s/ Xxxxxx Xxxx |
| Xxxxxx Xxxx |
Xxxxx X. Xxxx, as Trustee of the Xxxxx X. Xxxx
2010 Grantor Retained Annuity Trust U/A 4/6/10
| By: | /s/ Xxxxx X. Xxxx | |
| Xxxxx X. Xxxx, Trustee |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxx Xxxxxxx |
| Xxxxx Xxxxxxx |
| /s/ Xxxxx X. Xxxxxxx |
| Xxxxx X. Xxxxxxx |
Xxxxx X. Xxxxxxx, as Trustee of the Xxxxxxx
2009 Grantor Retained Annuity Trust U/A 8/6/09
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Xxxxx X. Xxxxxxx, Trustee |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxx X. Xxxxxx |
| Xxxxx X. Xxxxxx |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxxx X. Xxxx |
| Xxxxxx X. Xxxx |
| /s/ Xxxxxxx Xxxx |
| Xxxxxxx Xxxx |
Xxxxxx Xxxx 2010 Grantor Retained Annuity
Trust U/A 7/20/2010
| By: | /s/ Xxxxxx X. Xxxx | |
| Xxxxxx X. Xxxx, Trustee |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxxxx X. Xxxxx XX |
| Xxxxxxx X. Xxxxx XX |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxx Xxxxxxx |
| Xxxxx Xxxxxxx |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxxx Xxxx |
| Xxxxxx Xxxx |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ Xxxxxxx X. Xxxxx |
| Xxxxxxx X. Xxxxx |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
| /s/ A. Xxxxx Xxxxxx |
| A. Xxxxx Xxxxxx |
First Amendment to Voting Agreement
The foregoing First Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS:
KM MEDICAL, INC.
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | President |
XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST
DATED NOVEMBER 19, 2007
| By: | /s/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx, Trustee | ||
| /s/ Xxxxx X. Xxxxx | ||
| Xxxxx X. Xxxxx | ||
First Amendment to Voting Agreement
