ContractAlphatec Holdings, Inc. • March 19th, 2014 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2014 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2014, by and among Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and those lenders set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).
FACILITY AGREEMENTFacility Agreement • March 19th, 2014 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FACILITY AGREEMENT (this “Agreement”), dated as of March 17, 2014, between Alphatec Holdings, Inc., a Delaware Corporation (the “Borrower”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “Lenders” and, together with the Borrower, the “Parties”).
GUARANTY AND SECURITY AGREEMENT among ALPHATEC HOLDINGS, INC., as Grantor, and ALPHATEC SPINE, INC., ALPHATEC INTERNATIONAL LLC, and ALPHATEC PACIFIC, INC. as Grantors and Guarantors, and DEERFIELD PRIVATE DESIGN FUND II, L.P., DEERFIELD PRIVATE...Guaranty and Security Agreement • March 19th, 2014 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS GUARANTY AND SECURITY AGREEMENT dated as of March 17, 2014 (this “Agreement”) is entered into among ALPHATECH HOLDINGS, INC., a Delaware corporation (“AHI”), ALPHATEC SPINE, INC., a California corporation (“ASI”), ALPHATEC INTERNATIONAL LLC, a Delaware limited liability company (“AILLC”), ALPHATEC PACIFIC, INC., a Japanese company (“API”), and any other Person who becomes a party hereto pursuant to Section 7.16 (the “Grantors” and each, a “Grantor”), each other Person signatory hereto as a “Guarantor” (as defined below), and DEERFIELD MGMT, L.P., as Agent, DEERFIELD PRIVATE DESIGN FUND II, L.P., DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P. and DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P. (the “Lenders”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • March 19th, 2014 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 17 day of March, 2014, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (“Alphatec Holdings”), ALPHATEC SPINE, INC., a California corporation (“Alphatec Spine”), ALPHATEC INTERNATIONAL LLC, a Delaware limited liability company (“Alphatec International”), and ALPHATEC PACIFIC, INC. (also known as Kabushiki-Kaisha Alphatec Pacific), a Japanese company (“Alphatec Pacific” and together with Alphatec Holdings, Alphatec Spine, and Alphatec International, each being referred to herein individually as a “Borrower”, and collectively as “Borrowers”), and MIDCAP FUNDING IV, LLC, a Delaware limited liability company, (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
