Alphatec Holdings, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 23rd, 2017 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2017, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 4th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 29, 2020 among Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and Squadron Medical Finance Solutions LLC, a Delaware limited liability company (“Squadron”, and Tawani Holdings LLC, an Illinois limited liability company (each such purchaser, 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).

Alphatec Holdings, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2010 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

Opinion of special intellectual property counsel for Scient’x to be delivered pursuant to Section 6(g) of the Underwriting Agreement.

COMMON STOCK PURCHASE WARRANT ALPHATEC HOLDINGS, INC.
Alphatec Holdings, Inc. • March 23rd, 2017 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 Shareholder 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 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).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

Contract
Alphatec Holdings, Inc. • March 5th, 2012 • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

10,900,000 Shares1 ALPHATEC HOLDINGS, INC. Common Stock PURCHASE AGREEMENT
Purchase Agreement • August 2nd, 2019 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

Alphatec Holdings, Inc., Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,900,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,635,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

SECURITIES PURCHASE AGREEMENT
Securities 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”).

Contract
Alphatec Holdings, Inc. • March 4th, 2009 • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

ALPHATEC HOLDINGS, INC.
Indenture • August 10th, 2021 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

INDENTURE, dated as of August 10, 2021, between Alphatec Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

11,428,570 Shares ALPHATEC HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT October 13, 2020
Underwriting Agreement • October 16th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT
Alphatec Holdings, Inc. • June 4th, 2020 • 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 May 29, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the seven-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 HERETO
Securities 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”).

STRICTLY CONFIDENTIAL Alphatec Holdings, Inc.
Letter Agreement • March 23rd, 2017 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
OMNIBUS JOINDER AND Amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENT
Credit, Security and Guaranty Agreement • January 9th, 2023 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

This OMNIBUS JOINDER AND Amendment No. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 6th day of January, 2023, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (“Holdings”), ALPHATEC SPINE, INC., a California corporation (“ATEC”, and each of Holdings and ATEC 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 Original Borrowers, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as agent (in such capacity and together with its permitted successors and assigns, the “Agent”), and the Lenders party hereto constituting the Required Lenders.

NON-QUALIFIED STOCK OPTION AGREEMENT ALPHATEC HOLDINGS, INC.
Non-Qualified Stock Option Agreement • March 5th, 2013 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its 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, as amended (the “Plan”);

INCENTIVE STOCK OPTION AGREEMENT ALPHATEC HOLDINGS, INC.
Incentive Stock Option Agreement • March 5th, 2013 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

AGREEMENT made as of ___________________, between Alphatec Holdings, Inc. (the “Company”), a Delaware corporation, and ______________________, an employee of the Company (the “Employee”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

ALPHATEC HOLDINGS, INC. $50,000,000 SALES AGREEMENT
Sales Agreement • August 6th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

Alphatec Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT, dated as of August 30, 2013, by and among ALPHATEC HOLDINGS, INC., ALPHATEC SPINE, INC., ALPHATEC INTERNATIONAL LLC, and ALPHATEC PACIFIC, INC., each as a Borrower, and collectively as...
Credit, Security and Guaranty Agreement • October 21st, 2015 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Maryland

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b­2 of the Securities Exchange Act of 1934, as amended.

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Contract
Sales Agency Agreement • May 8th, 2006 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Asterisks denote omissions.

Brian R. Snider 16227 Oak Creek Trail Poway, CA 92064
Alphatec Severance Agreement • May 12th, 2017 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California
SECURITY AGREEMENT
Security Agreement • April 2nd, 2007 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California

This Security Agreement is made and entered into this January 12, 2007, by and between BANK OF THE WEST (the “Bank”) and ALPHATEC SPINE, INC. (the “Debtor”).

INVESTMENT AGREEMENT BY AND BETWEEN ALPHATEC HOLDINGS, INC. AND ECLIPSE ADVISORS, LLC Dated May 8, 2012
Investment Agreement • May 8th, 2012 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

THIS INVESTMENT AGREEMENT is entered into as of the 8th day of May 2012 (this “Agreement”), by and between ECLIPSE ADVISORS, LLC (“Investor”), and ALPHATEC HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

STOCKHOLDERS' AGREEMENT ALPHATEC HOLDINGS, INC. formerly known as AMI ACQUISITION I CORP.
Stockholders' Agreement • May 15th, 2006 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • 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").

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2012 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on the 26th day of February, 2012 (the “Effective Date”), by and between Alphatec Holdings, Inc., Alphatec Spine, Inc. (collectively, each of Alphatec Holdings, Inc. and Alphatec Spine, Inc. shall be referred to as the “Company”), a Delaware corporation, and Dirk Kuyper (the “Executive”) (hereinafter collectively referred to as the “parties”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2008 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made this 17th day of July, 2006 (the “Commencement Date”), is entered into among Ebun S. Garner. Esq. (“Executive”), Alphatec Spine, Inc., a California corporation (the “ASI”), and Alphatec Holdings, Inc., a Delaware corporation (“Parent”) (collectively, ASI and Parent shall be referred to as the “Company”).

CREDIT, SECURITY AND GUARANTY AGREEMENT, dated as of November 6, 2018, by and among ALPHATEC HOLDINGS, INC., ALPHATEC SPINE, INC., and SAFEOP SURGICAL, INC. each as a Borrower, and collectively as Borrowers, the other Credit Parties party hereto, and...
Credit, Security and Guaranty Agreement • March 29th, 2019 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

THIS CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of November 6, 2018, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation, ALPHATEC SPINE, INC., a California corporation, SAFEOP SURGICAL, INC., a Delaware corporation, and each additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), the other Credit Parties listed on the signature pages hereof, and SQUADRON MEDICAL FINANCE SOLUTIONS LLC, a Delaware limited liability company as lender (“Lender”).

ALPHATEC SPINE, INC. SALES AGENCY AGREEMENT
Sales Agency Agreement • May 8th, 2006 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus

This Sales Agency Agreement (the "Agreement") is between Alphatec Spine, Inc., a California corporation (the "Company") and Keystone Surgical, LLC (hereinafter referred to as "Sales Agent") is made as of the 1st day of October, 2005 (the "Effective Date").

4,285,715 Shares ALPHATEC HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2023 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 8th, 2016 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of September 1, 2016 (this “Amendment”), by and between Globus Medical Ireland, Ltd., a private limited company existing under the laws of Ireland (“Buyer”), and Alphatec Holdings, Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein as the “Parties.” Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement, as defined below.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 17th, 2008 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • New York

This Exclusive License Agreement (this “Agreement”) is made effective as of December 18, 2007 (the “Effective Date”) by and among Alphatec Spine, Inc., a Delaware corporation with a principal place of business at 2051 Palomar Airport Road, Suite 100, Carlsbad, California 92008 (“Licensee”), Progressive Spinal Technologies LLC, a limited liability company organized under the laws of the state of Delaware, with an address at 410 East Walnut Street, Suite #8, Perkasie, Pennsylvania 18944 (“Licensor”) and for purposes of Section 7.2 and Section 11.15 hereof only Alphatec Holdings, Inc., a Delaware corporation with a principal place of business at 2051 Palomar Airport Road, Suite 100, Carlsbad, California 92008 (“Holdings”). Licensee and Licensor are each hereafter referred to individually as a “Party” and together as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • June 18th, 2008 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 13th day of June, 2008 (the “Effective Date”), is entered into among Peter Wulff (“Executive”), Alphatec Spine, Inc., a California corporation (the “ASI”), and Alphatec Holdings, Inc., a Delaware corporation (“Parent”) (collectively, ASI and Parent shall be referred to as the “Company”).

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