SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2020, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each purchaser, including its respective successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
TENDER OFFER AGREEMENT BY AND BETWEEN ALPHATEC HOLDINGS, INC. AND EOS IMAGING S.A. DATED AS OF DECEMBER 16, 2020Tender Offer Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Tender Offer Agreement (this “Agreement”) is entered into as of December 16, 2020, by and between Alphatec Holdings, Inc., a corporation organized and existing under the laws of Delaware, represented by Mr. Patrick S. Miles, duly empowered for the purpose hereof (the “Purchaser”) and EOS Imaging S.A., a société anonyme organized and existing under the laws of France, with a share capital of EUR 266,569.46 divided into 26,656,946 ordinary shares with a nominal value of €0.01 each, whose registered office is at 10, rue Mercoeur, 75011 Paris, France, and registered with Paris Trade and Companies Register under No. 349 694 893, represented by Mr. Michael Lobinsky, duly empowered for the purpose hereof (the “Company”). The Purchaser and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties”.
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Debt Exchange Agreement (this “Agreement”) is dated as of December 16, 2020, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and Squadron Capital LLC, a Delaware limited liability company (“Lead Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2020, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
TENDER COMMITMENT BY AND BETWEEN ALPHATEC HOLDINGS, INC. AND DATED AS OF DECEMBER 16, 2020Tender Commitment • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This TENDER COMMITMENT (this “Agreement”) is entered into as of December 16, 2020, by and between Alphatec Holdings, Inc., a corporation organized and existing under the laws of Delaware, represented by Patrick S. Miles, duly empowered for the purpose hereof (“Bidder”), and [ ● ] (“Shareholder”). Bidder and Shareholder are each sometimes referred to individually as a “Party” and collectively as the “Parties”.
THIRD AMENDMENT TO CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This THIRD AMENDMENT TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of December 16, 2020, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation, ALPHATEC SPINE, INC., a California corporation and SAFEOP SURGICAL, INC., a Delaware corporation (each individually as a “Borrower” and collectively, as “Borrowers”) and SQUADRON MEDICAL FINANCE SOLUTIONS LLC, a Delaware limited liability company as lender (“Lender”).
Third Amended and Restated Term NoteTerm Note • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and, collectively, the “Borrowers”), jointly and severally promise to pay to the order of Squadron Medical Finance Solutions LLC, a Delaware limited liability company (hereinafter, with any subsequent holders, the “Lender”), 18 Hartford Avenue, Granby, CT 06035, the principal sum of EIGHTY FIVE MILLION DOLLARS ($85,000,000), made by the Lender to or for the account of the Borrowers pursuant to the Credit, Security and Guaranty Agreement dated as of November 6, 2018 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the other Credit Parties from time to time party thereto, and the Lender, with interest at the rate and payable in the manner stated therein.
