GUARANTEE AND COLLATERAL AGREEMENT for EXPORT IMPORT BANK CREDIT FACILITY Dated as of October 29, 2012, made by K2M HOLDINGS, INC. K2M, INC. and THE OTHER GRANTORS REFERRED TO HEREIN in favor of SILICON VALLEY BANK, as Administrative AgentGuarantee and Collateral Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of October 29, 2012, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (each an “EXIM Lender” and, collectively, the “EXIM Lenders”) from time to time parties to that certain Export Import Bank Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among K2M, Inc., a Delaware corporation (the “Borrower”), K2M UK Limited, a company organized under the laws of the United Kingdom (“K2M UK”), K2M Holdings, Inc., a Delaware corporation (“Holdings”), the other Loan Pa
30,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of October 29, 2012, among K2M HOLDINGS, INC. as a Guarantor, K2M, INC. and K2M UK LIMITED Jointly and Severally as the Borrower, the GUARANTORS from time to time parties hereto,...Credit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of October 29, 2012, is entered into by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
EMPLOYMENT AGREEMENT effective as of August 12, 2010 (the “Effective Date”), by and between K2M, Inc., a Delaware corporation with its principal place of business at 751 Miller Drive SE, Leesburg, Virginia 20175 (the “Company”), and Eric Major, residing at 38253 North Fork Road, Purcellville, VA 20132 (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Greg Cole (“Executive”) and K2M, Inc. (the “Company”) are parties to an employment agreement, effective as of August 12, 2010 (the “Agreement”) setting forth the terms of Executive’s employment by the Company; and
AMENDMENT To EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Amendment to Exclusive License Agreement, entered into as of the 17th day of February, 2010 (“Amendment Effective Date”) by and between Spinal LLC (hereafter “Spinal”), a Florida Limited Liability Company, with its principal place of business located at 360 Tomahawk Drive, Maunee, Ohio 43537, and K2M, Inc., a Delaware Corporation and successor to K2M, LLC (hereafter “K2M”), with its principal place of business located at 751 Miller Drive, SE, Suite F1, Leesburg, Virginia 20175.
AMENDED AND RESTATED RESOURCES GROUP MANAGEMENT SERVICES AGREEMENTResources Group Management Services Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Resources Group Management Services Agreement (as amended, modified or supplemented from time to time, this “Agreement”) is entered into as of August 8, 2013 by and among (i) K2M Group Holdings, Inc., a Delaware corporation (“Group Holdings”), (ii) K2M Holdings, Inc., a Delaware corporation (“Holdings”), (iii) K2M, Inc., a Delaware corporation (“K2M” and together with Group Holdings and Holdings, each a “Company” and collectively, the “Companies”), and (iv) WCAS Management Corporation, a Delaware corporation (“WCAS Management”).
FIRST AMENDMENT TO ASSET PURCHASE AND EARN OUT AGREEMENTAsset Purchase and Earn Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO ASSET PURCHASE AND EARN OUT AGREEMENT (the “Agreement”) is made and entered into as of this 15 day of June, 2012 (the “First Amendment Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (“Dr. Carbone”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of November, 2011 (the “Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and Nexgen Spine, Inc., a Delaware corporation (“Nexgen”).
LEASE AGREEMENT BETWEEN RIVERAIR, LC, as Landlord AND K2 MEDICAL, LLC. As TenantLease Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS LEASE is made and entered into as of this 12th day of May 2004, by and between RIVERAIR, LC (herein called “Landlord”), and K2 MEDICAL, LLC. (herein called “Tenant”).
ASSIGNMENT AND EARN-OUT AGREEMENTAssignment and Earn-Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New Jersey
This Assignment and Earn-Out Agreement (“Agreement”) is made and entered with effect as of this 8th day of March, 2004 by and between K2 Medical, LLC, a Delaware limited liability company (“K2” or the “Company”), and the persons listed on the signature page hereto under the heading Assignors (each an “Assignor” and collectively the “Assignors”).
ASSET PURCHASE AND EARN OUT AGREEMENTAsset Purchase and Earn Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
THIS ASSET PURCHASE AND EARN OUT AGREEMENT (the “Agreement”) is made and entered into as of this 12th day of February, 2010 (the “Effective Date”) by and between K2M, Inc. (“K2M”) a Delaware corporation, and John Carbone, MD, an individual residing at 20 West Spring Way, Lutherville, MD 21093 (“Dr. Carbone”).
10,000,000 SENIOR SECURED CREDIT FACILITY EXPORT IMPORT BANK CREDIT AGREEMENT dated as of October 29, 2012, among K2M HOLDINGS, INC., As a Guarantor, THE OTHER GUARANTORS FROM TIME TO TIME PARTIES HERETO, K2M, INC., as the Borrower, THE SEVERAL EXIM...Senior Secured Credit Facility • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS EXPORT IMPORT BANK CREDIT AGREEMENT (this “Agreement”), dated as of October 29, 2012, is entered into by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time parties to this Agreement, the several banks and other financial institutions or entities from time to time parties to this Agreement (each an “EXIM Lender” and, collectively, the “EXIM Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the EXIM Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 2 to Agreement and Plan of Merger (this “Amendment”) amends that certain Agreement and Plan of Merger, dated as of July 2, 2010, by and among K2M Group Holdings, Inc., a Delaware corporation (“Parent”), K2M, Inc., a Delaware corporation (the “Company”), and the Stockholders’ Committee consisting of John Andres, Gordon Donald, M.D., John P. Kostuik, M.D., Theodore Lundberg and Lewis Parker (the “Stockholders’ Committee”), as amended by Amendment No. 1 thereto dated as of August 12, 2010 (the “Merger Agreement”). This Amendment is entered into effective as of this 21st day of December, 2012 by and among Parent and the Stockholders’ Committee. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Waiver and First Amendment to Credit Agreement (this “Amendment”) is entered into as of May 20, 2013, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 OTT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of this 12th day of August, 2010, by and among Altitude Group Holdings, Inc., a Delaware corporation (“Parent”), and K2M, Inc., a Delaware corporation (the “Company”). This Amendment amends that certain Agreement and Plan of Merger, dated as of July 2, 2010, by and among Parent, Altitude Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, the Company, and the other parties named therein (the “Merger Agreement”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of February 26, 2014, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).
Mr. Eric Major President and CEO K2 Medical, LLC Suite F-lAssignment and Earn-Out Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus
Royalty Agreement Between K2M, Inc. and Josef Gorek, M.D.Royalty Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
This royalty agreement is made and effective this 1st day of April, 2007 (the “Effective Date”) between K2M, Inc., having an address at 751 Miller Drive, SE, Suite F-1, Leesburg, Virginia 20175 (“K2M”) and Josef Gorek, M.D., having an address at P.O. Box 365, Ross, CA 94957 (“Dr. Gorek”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ALTITUDE GROUP HOLDINGS, INC., ALTITUDE MERGER SUB, INC., K2M, INC. AND THE STOCKHOLDERS’ COMMITTEE NAMED HEREIN Dated as of July 2, 2010Merger Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as amended from time to time according to the provisions of Section 12.03 hereof, this “Agreement”) is made and entered into as of July 2, 2010 by and among ALTITUDE GROUP HOLDINGS, INC., a Delaware corporation (“Parent”), ALTITUDE MERGER SUB, INC., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, collectively, the “Buyer Parties”), K2M, INC., a Delaware corporation (the “Company”), and John P. Kostuik, Theodore Lundberg, Lewis Parker, Gordon Donald and John Andres, in their capacities as members of the Stockholders’ Committee (as hereinafter defined).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 7th, 2014 • K2m Group Holdings, Inc. • Surgical & medical instruments & apparatus • Virginia
This Agreement is entered into as of the 2 day of Sep, 2004 (“Effective Date”) by and between Spinal LLC (hereafter “SPINAL”), a Florida Limited Liability Company with its principal place of business located at 1517 Coining Drive, Toledo, Ohio, 43612, and K2M, LLC. (hereafter “K2M”), a Delaware Limited Liability Company, with its principal place of business located at 751 Miller Road Lccsburg, VA 20175.
