COMMON STOCK PURCHASE WARRANT ALPHATEC HOLDINGS, INC.Alphatec Holdings, Inc. • March 12th, 2018 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Stockholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alphatec Holdings, Inc., a Delaware corporation (the “Company”), up to [NUMBER] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENT by and among ALPHATEC HOLDINGS, INC. and EACH PURCHASER IDENTIFIED ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2018, by and among Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages attached to this Agreement (each purchaser, including its respective successors and assigns, also referred to herein as a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ALPHATEC HOLDINGS, INC.Alphatec Holdings, Inc. • March 12th, 2018 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date the Required Parent Stockholder Consent is received and effective (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alphatec Holdings, Inc., a Delaware corporation (the “Company”), up to [NUMBER] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Parent Common Stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ALPHATEC HOLDINGS, INC. AND EACH PURCHASER IDENTIFIED ON THE SIGNATURE PAGES HERETO MARCH , 2018Registration Rights Agreement • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March __, 2018, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and each of the several persons signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Warrant Exercise Agreement (this “Agreement”), dated as of March 8, 2018, is by and between Alphatec Holdings, Inc., a Delaware corporation (“Company”), and Armistice Capital Master Fund, Ltd. (“Holder”).
AGREEMENT AND PLAN OF MERGER among ALPHATEC HOLDINGS, INC. and SAFARI MERGER SUB, INC. and SAFEOP SURGICAL, INC. and THE KEY STOCKHOLDERS OF TARGET COMPANY IDENTIFIED ON SCHEDULE A and SAFARI HOLDING COMPANY, LLC dated as of March 6, 2018Agreement and Plan of Merger • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 6, 2018, is entered into among Alphatec Holdings, Inc., a Delaware corporation (“Parent”), Safari Merger Sub, Inc., a Delaware corporation (“Merger Sub”), SafeOp Surgical, Inc., a Delaware corporation (“Company”), the stockholders of the Company identified on Schedule A (collectively, the “Key Stockholders”); and Safari Holding Company, LLC, a Delaware limited liability company, solely in its capacity as Stockholder Representative (“Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2. CONSENT, JOINDER AND SECOND AMENDMENT TO...Guaranty Agreement • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This CONSENT, JOINDER AND SECOND AMENDMENT TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 8th day of March, 2018 (the “Second Amendment Effective Date”), by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (“Alphatec Holdings”), ALPHATEC SPINE, INC., a California corporation (“Alphatec Spine”; together with Alphatec Holdings, each being referred to herein individually as an “Original Borrower”, and collectively as “Original Borrowers”), SAFEOP SURGICAL, INC., a Delaware corporation (“New Borrower”, and New Borrower together with the Original Borrowers, the “Borrowers”), and GLOBUS MEDICAL, INC., a Delaware corporation, being referred to herein individually as “Lender.”
AMENDED AND RESTATED REVOLVING LOAN NOTERevolving Loan Note • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, each of ALPHATEC HOLDINGS, INC., a Delaware corporation, ALPHATEC SPINE, INC., a California corporation, and SAFEOP SURGICAL, INC., a Delaware corporation (individually, each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally unconditionally promises to pay to the order of MIDCAP FUNDING IV TRUST, a Delaware statutory trust (as successor by assignment to MidCap Financial, LLC and together with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at 7255 Woodmont Avenue, Suite 200, Bethesda, MD 20814, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, in the principal sum of FORTY MILLION DOLLARS and No/100 Dollars ($40,000,000.00), or, if less, the aggregate unpaid principal amount of all Revolving Loans made or deemed made by Lender to Borrowers under the terms of that certain Credit, Security and Guaran
ContractAlphatec Holdings, Inc. • March 12th, 2018 • Surgical & medical instruments & apparatus • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2. CONSENT, JOINDER AND OMNIBUS SEVENTH...Credit, Security and Guaranty Agreement • March 12th, 2018 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Maryland
This CONSENT, JOINDER AND OMNIBUS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 8th day of March, 2017, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (“Alphatec Holdings”) and ALPHATEC SPINE, INC., a California corporation (“Alphatec Spine”; together with Alphatec Holdings, each being referred to herein individually as an “Original Borrower”, and collectively as “Original Borrowers”), SAFEOP SURGICAL, INC., a Delaware corporation (“New Borrower”, and New Borrower, together with the Original Borrowers, the “Borrowers”), MIDCAP FUNDING IV TRUST (as Agent for Lenders, “Agent”), and MIDCAP FUNDING IV TRUST, 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.
Re: Support AgreementAlphatec Holdings, Inc. • March 12th, 2018 • Surgical & medical instruments & apparatus • Delaware
The undersigned understands that (a) Alphatec Holdings, Inc., a Delaware corporation (the “Company”), is entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with Safari Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), SafeOp Surgical, Inc., a Delaware corporation (“Target”), certain Key Stockholders of Target (the “Key Stockholders”) and certain other parties thereto, pursuant to which Merger Sub, on the terms and subject to the conditions therein, will merge with and into Target, such that immediately following the merger contemplated by the Merger Agreement (the “Merger”), Target will be a wholly-owned subsidiary of the Company (the “Merger Transaction”), (b) the Company and certain investors set forth on the signature pages thereto (the “Investors”), are entering into a Securities Purchase Agreement dated as of the date hereof (the “Securities Purchase Agreement”), pursuant to which t
