AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE—NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Alphatec Holdings, Inc. • February 6th, 2006
SECURITY AGREEMENTSecurity Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • California
This Security Agreement is made and entered into this January 25, 2006, by and between BANK OF THE WEST (the “Bank”) and the undersigned (the “Debtor”).
STOCKHOLDERS' AGREEMENT ALPHATEC HOLDINGS, INC. formerly known as AMI ACQUISITION I CORP.Stockholders' Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS STOCKHOLDERS' AGREEMENT, originally dated as of March 17, 2005 (this "Agreement"), is by and among Alphatec Holdings, Inc. (formerly know as AMI Acquisition I Corp.), a Delaware corporation (the "Company"), HealthpointCapital Partners, LP (the "Fund"), and the investors as may from time to time be listed on Schedule I attached hereto (the Fund and such investors are collectively referred to herein as the "Investors").
CONTINUING GUARANTYContinuing Guaranty • February 6th, 2006 • Alphatec Holdings, Inc. • California
For value received and in consideration of the extension of credit by BANK OF THE WEST (the “Bank”) to ALPHATEC SPINE, INC. (the “Debtor”) or the benefits to the undersigned derived therefrom, the undersigned (each, a “Guarantor”), guarantees and promises to pay to the Bank any and all Indebtedness (as defined in Subsection 1 below) and agrees as follows:
CREDIT AGREEMENT (ACCOUNTS RECEIVABLE LINE OF CREDIT) (FOREIGN EXCHANGE SUB- FACILITY)Credit Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • California
This Agreement (the “Agreement”) is made and entered into as of January 25, 2006 by and between BANK OF THE WEST (the “Bank”) and ALPHATEC SPINE, INC. (the “Borrower”), on the terms and conditions that follow:
NON-QUALIFIED STOCK OPTION AGREEMENT ALPHATEC HOLDINGS, INC.Non-Qualified Stock Option Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • Delaware
WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its Series A-1 Common Stock, $.0001 par value per share (the "Shares"), under and for the purposes set forth in the Company's 2005 Employee, Director and Consultant Stock Plan (the "Plan");
RESTRICTED STOCK AGREEMENT ALPHATEC HOLDINGS, INC.Alphatec Holdings, Inc. • February 6th, 2006 • Delaware
AGREEMENT made as of the day of , 200 (the "Grant Date"), between Alphatec Holdings, Inc. (the "Company"), a Delaware corporation, and (the "Participant").
SUBLEASE AGREEMENTSublease Agreement • February 6th, 2006 • Alphatec Holdings, Inc.
This SUBLEASE AGREEMENT ("Sublease") is entered into this 26th day of August, 2005, by and between K2 INC., a Delaware corporation ("Sublessor") whose address is 5818 El Camino Real, Carlsbad, CA 92008 and ALPHATEC MANUFACTURING, INC., a California corporation ("Sublessee") whose address is Suite 100, 2051 Palomar Airport Road, Carlsbad, California 92008 ("Premises").
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 8th day of June, 2005, is entered into among Vicky A. Romanoski ("Employee"), Alphatec Manufacturing, Inc., a California corporation (the "Company"), and AMI Acquisition I Corp., a Delaware corporation ("Parent").
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 7th day of June, 2005, is entered into among Ronald G. Hiscock ("Employee"), Alphatec Manufacturing, Inc., a California corporation (the "Company"), and AMI Acquisition I Corp., a Delaware corporation ("Parent").
LOAN AGREEMENTLoan Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
This Loan Agreement is made and entered into as of August 11, 2005 between Shunshiro Yoshimi. (hereinafter referred to as the “Lender”) residing at 25-7 Asumigaoka, 7 Chome, Midori-ku, Chiba-shi, Chiba, Japan, and Alphatec Pacific, Inc. (hereinafter referred to as the “Borrower”) with its head office located at 5F Ichibancho M Building, 2-10 Ichiban-Cho Chiyoda-Ku, Tokyo 102-0082, Japan.
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS EXECUTIVE SERVICES AGREEMENT (this “Agreement”), made this 11th day of August, 2005, is entered into by Alphatec Spine Inc., a California corporation (the “Company”), and Shunshiro Yoshimi (“Yoshimi”), residing at 25-7 Asumigaoka, 7 Chome, Midori-ku, Chiba-shi, Chiba-ken
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 13th day of July, 2005, is entered into among Scott V. Palka ("Employee"), Alphatec Manufacturing, Inc., a California corporation (the "Company"), and Alphatec Holdings, Inc., a Delaware corporation ("Parent").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS STOCK PURCHASE AGREEMENT, dated as of August 11, 2005 (“Agreement”), by and between Alphatec Spine Inc., a California corporation (“Seller”), Shunshiro Yoshimi (“Buyer”).
SUBLEASE AGREEMENTSublease Agreement • February 6th, 2006 • Alphatec Holdings, Inc.
This SUBLEASE AGREEMENT ("Sublease") is entered into this 29th day of July, 2005, by and between K2 INC., a Delaware corporation ("Sublessor") whose address is 5818 El Camino Real, Carlsbad, CA 92008 and ALPHATEC MANUFACTURING, INC., a California corporation ("Sublessee") whose address is 6110 Corte Del Cedro, Carlsbad, CA 92011.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the 6th day of February, 2006, is entered into among Stephen T.D. Dixon (the “Employee”), Alphatec Manufacturing, Inc., a California corporation (the “Company”), and Alphatec Holdings, Inc., a Delaware corporation (“Parent”).
ALPHATEC SPINE, INC. ALPHATEC HOLDINGS, INC.Letter Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • California
The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from Alphatec Spine, Inc. and Alphatec Holdings, Inc. (collectively, the “Company”). Payment of the Separation Pay described below is contingent on your agreement to and compliance with the terms of this Agreement. Neither this offer to you nor the Company’s entering into this Agreement shall constitute an admission by the Company and this letter shall be construed as an offer of compromise.
INCENTIVE STOCK OPTION AGREEMENT ALPHATEC HOLDINGS, INC.Stock Option Agreement • February 6th, 2006 • Alphatec Holdings, Inc. • Delaware
AGREEMENT made as of the day of 200 , between Alphatec Holdings, Inc. (the "Company"), a Delaware corporation, and , an employee of the Company (the "Employee").
