INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2020 between Spinal Elements Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
●] Shares Spinal Elements Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 13, 2017 by and among AMENDIA, INC., as the Borrower, KAMD BUYER, INC., as Holdings, ANTARES CAPITAL LP, as Agent for all Lenders, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT...Credit Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 13, 2017, by and among AMENDIA, INC., a Georgia corporation (the “Company” or “Borrower”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto from time to time that are designated as a “Credit Party”, ANTARES CAPITAL LP, a limited partnership (in its individual capacity, “Antares Capital”), as Agent for ANTARES HOLDINGS LP (in its individual capacity, “Antares Finance”) and the other financial institutions from time to time party to this Agreement (collectively, the “Lenders” and, individually, each a “Lender”).
OFFICE LEASEOffice Lease • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 13, 2017, by and among AMENDIA, INC., a Georgia corporation (the “Company” or “Borrower”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto from time to time that are designated as a “Credit Party”, ANTARES CAPITAL LP, a limited partnership (in its individual capacity, “Antares Capital”), as Agent for ANTARES HOLDINGS LP (in its individual capacity, “Antares Finance”) and the other financial institutions from time to time party to this Agreement (collectively, the “Lenders” and, individually, each a “Lender”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of April 29, 2016, by and between the First Lien Agent (such term, and each other term used but not defined in this preamble or in the recitals to this Agreement, having the meaning assigned thereto in Section 1), for itself and on behalf of the other First Lien Creditors, and the Second Lien Agent, for itself and on behalf of the other Second Lien Creditors, and acknowledged and agreed by the Borrower and the other Obligors.
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2017 by and between Amendia, Inc. (the “Company”) and Steve McGowan (the “Executive”), and is effective as of the date set forth above (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SPINAL ELEMENTS HOLDINGS, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [•], 2020Registration Rights Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [•], 2020, is made by and among:
AMENDMENT NO. 1 TO SECOND LIEN NOTE PURCHASE AGREEMENTSecond Lien Note Purchase Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SECOND LIEN NOTE PURCHASE AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 29, 2016, by and among KAMD Merger Sub, Inc., a Georgia corporation (the “Initial Issuer”) and, upon the consummation of the Closing Date Merger, as the successor-in-interest to the Initial Issuer by operation of law as a result of the Closing Date Merger, Amendia, Inc., a Georgia corporation (the “Company”), KAMD Buyer, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party,” MetLife Private Equity Holdings, LLC (“MPEH”), as an initial Purchaser, MetLife Insurance K.K. (“MLKK”), as an initial Purchaser, and Cortland Capital Market Services LLC, as Agent for the Purchasers.
SPINAL ELEMENTS HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENT (NON- EMPLOYEE DIRECTORS)Stock Option Agreement • October 8th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences a stock option granted by Spinal Elements Holdings, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Spinal Elements Holdings, Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
SPINAL ELEMENTS HOLDINGS, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 8th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences a stock option granted by Spinal Elements Holdings, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Spinal Elements Holdings, Inc. 2020 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
CONSENT TO, REAFFIRMATION OF AND THIRD AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS CONSENT TO, REAFFIRMATION OF AND THIRD AMENDMENT TO INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of June 20, 2019 by and among Cortland Capital Market Services LLC, in its capacity as agent for the Second Lien Creditors under the Second Lien Loan Documents, including its successors and assigns in such capacity from time to time (“Second Lien Agent”), and Antares Capital LP, in its capacity as agent for the First Lien Creditors under the First Lien Documents, including its successors and assigns in such capacity from time to time (“First Lien Agent”), as acknowledged and agreed by the Borrower and the other Obligors acknowledging this Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 7, 2019, by and among AMENDIA, INC. (the “Borrower”), the other Persons party hereto that are designated as Credit Parties, the Lenders from time to time parties hereto, and ANTARES CAPITAL LP, as Agent (in such capacity, the “Agent”) for the Lenders under the Credit Agreement and other Loan Documents.
AMENDMENT NO. 4 TO SECOND LIEN NOTE PURCHASE AGREEMENTSecond Lien Note Purchase Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 4 TO SECOND LIEN NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 7, 2019, by and among AMENDIA, INC., a Georgia corporation (the “Issuer”), KAMD BUYER, INC., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as Credit Parties, and the Purchasers.
KAMD Holdings, Inc.Spinal Elements Holdings, Inc. • October 8th, 2020 • Surgical & medical instruments & apparatus
On behalf of KAMD Holdings, Inc. (“KAMD”), I am pleased to extend to you this consulting agreement on the following terms and conditions:
KAMD Holdings, Inc.Spinal Elements Holdings, Inc. • June 26th, 2020 • Surgical & medical instruments & apparatus
On behalf of KAMD Holdings, Inc. (“KAMD”), I am pleased to extend to you this consulting agreement on the following terms and conditions:
AMENDMENT NO. 2 TO SECOND LIEN NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SECOND LIEN NOTE PURCHASE AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 29, 2016, by and among KAMD Merger Sub, Inc., a Georgia corporation (the “Initial Issuer”) and, upon the consummation of the Closing Date Merger, as the successor-in-interest to the Initial Issuer by operation of law as a result of the Closing Date Merger, Amendia, Inc., a Georgia corporation (the “Company”), KAMD Buyer, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party,” MetLife Private Equity Holdings, LLC (“MPEH”), as an initial Purchaser, MetLife Insurance K.K. (“MLKK”), as an initial Purchaser, and Cortland Capital Market Services LLC, as Agent for the Purchasers.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among SPINAL ELEMENTS HOLDINGS, INC., and THE STOCKHOLDERS PARTY HERETO Dated as of [•], 2020Stockholders Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
MANAGEMENT AGREEMENTManagement Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Management Agreement (the “Agreement”), is made as of April 29, 2016, by and among KAMD Holdings, Inc., a Delaware corporation (“Parent”), KAMD Buyer, Inc., a Delaware corporation (“Buyer”), KAMD Merger Sub, Inc., a Georgia corporation (“Merger Sub”, and together with Parent and Buyer, the “KAMD Entities”) and Kohlberg & Co., L.L.C., a Delaware limited liability company (“Kohlberg”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTAnd Restated Credit Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement”) is entered into as of June 13, 2019, by and among AMENDIA, INC. (the “Borrower”), the other Persons party hereto that are designated as Credit Parties, the Lenders from time to time parties hereto, and ANTARES CAPITAL LP, as Agent (in such capacity, the “Agent”) for the Lenders under the Credit Agreement and other Loan Documents.
CONSENT TO SUBLEASESublease Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Georgia
This Consent to Sublease (this ‘‘Agreement”) is executed as of June 13, 2019, between G&I IX WEST OAK LLC, a Delaware limited liability company (“Landlord”), AMENDIA, INC., a Georgia corporation d/b/a Spinal Elements (“Tenant”), and MiRus LLC, a Delaware limited liability company (“Subtenant”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Management Agreement (this “Amendment”), is made as of July 12, 2018, by and among KAMD Holdings, Inc., a Delaware corporation (“Parent”), KAMD Buyer, Inc., a Delaware corporation (“Buyer”), Amendia, Inc., a Georgia corporation (”Amendia”) and Kohlberg & Co., L.L.C., a Delaware limited liability company (“Kohlberg”). Capitalized terms used but not defined herein have the definitions ascribed to them in that certain Management Agreement, dated as of April 29, 2016 (the “Management Agreement”), by and among Parent, Buyer, KAMD Merger Sub, Inc. a Georgia corporation (“Merger Sub”), and Kohlberg.
LETTER AGREEMENT WAIVER AND TERMINATIONLetter Agreement Waiver and Termination • October 8th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, KAMD Holdings, Inc. (now, Spinal Elements Holdings, Inc.) (the “Company”) and Steve Healy (the “Director”) entered into a letter agreement dated December 17, 2018 for the purpose of establishing the terms and conditions of the Director’s employment with the Company as its Executive Chairman and member of the Executive Committee of the Board of Directors of KAMD Holdings, Inc. (the “Letter Agreement”);
CABOT PROPERTIES, INC. INDUSTRIAL REAL ESTATE LEASE Multi-Tenant Net Form Landlord: Cabot II – GA1W13, LLC Tenant: Amendia, Inc. Property Address: 1755 West Oak Parkway, Marietta, GeorgiaSpinal Elements Holdings, Inc. • June 26th, 2020 • Surgical & medical instruments & apparatus
ROYALTY AGREEMENTRoyalty Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
This Royalty Agreement (“Agreement”) is entered into as of April 13, 2017 (the “Effective Date”), by and between Spinal Elements, Inc., a Delaware corporation (“SEI”), and Jason Blain, an individual with an address of 3875 Copper Crest Road, Encinitas, CA 92024 (“Blain”). SEI and Blain are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENTGuaranty Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SECOND AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENT, dated as of March 13, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty Agreement”), is made by KOHLBERG TE INVESTORS VII, L.P., a Cayman Islands exempted limited partnership (the “Guarantor”), acting by its general partner, Kohlberg Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, Kohlberg GP Management VII, L.L.C., a Delaware limited liability company, in favor of ANTARES CAPITAL LP, as administrative agent (in such capacity, the “Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to that certain Amended and Restated Credit Agreement, dated as of April 13, 2017 (as the same has been and may from time to time be amended, amended and restated, supplemented or otherwise modified, including, without limitation, pursuant to the Sixth Amendment (as defined below), the “Credit
FIRST AMENDMENT TO LEASELease • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of February 14, 2020 (“Effective Date”), by and between CARLSBAD PALOMAR, LLC, a Delaware limited liability company (“Landlord”), and SPINAL ELEMENTS, INC., a Delaware corporation (“Tenant”).
FREMONT FACILITY LEASE AGREEMENTFremont Facility Lease Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT is made this 1st day of April, 2016, between PROLOGIS LIMITED PARTNERSHIP I (“Landlord”), and the Tenant named below.
CARLSBAD STORAGE AREA LICENSE AGREEMENTStorage Area License Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is made as of this 27th day of July, 2018, by and between Carlsbad Palomar, LLC, a Delaware limited liability company (hereinafter called “Licensor”), and Spinal Elements, Inc., a Georgia corporation (hereinafter called “Licensee”).
FIRST AMENDMENT TO LEASELease • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of the 21st day of February, 2013, by and between CABOT II – GA1W13, LLC, a Delaware limited liability company (“Landlord”), and AMENDIA, INC., a Georgia corporation (“Tenant”).
Type: Warrant Warrant Holder: [_________] Aggregate Principal Amount of Series A Junior Subordinated Notes: $[_________] Exercise Price: $1.00 per each $1.00 Aggregate Principal Amount of Series A Junior Subordinated Notes Grant Date: [_________]Spinal Elements Holdings, Inc. • June 26th, 2020 • Surgical & medical instruments & apparatus • Delaware
This warrant to purchase and subscribe for the Aggregate Principal Amount of Series A Junior Subordinated Notes (the “Notes”), is granted by KAMD Holdings, Inc. (the “Company”) to the Warrant Holder. The initially capitalized terms Warrant Holder, Grant Date, Aggregate Principal Amount of Series A Junior Subordinated Notes and Exercise Price shall have the meanings set forth above.
CONSENT TO, REAFFIRMATION OF AND SECOND AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS CONSENT TO, REAFFIRMATION OF AND SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of July 12, 2018 by and among Cortland Capital Market Services LLC, in its capacity as agent for the Second Lien Creditors under the Second Lien Loan Documents, including its successors and assigns in such capacity from time to time (“Second Lien Agent”), and Antares Capital LP, in its capacity as agent for the First Lien Creditors under the First Lien Documents, including its successors and assigns in such capacity from time to time (“First Lien Agent”), as acknowledged and agreed by the Borrower and the other Obligors acknowledging this Agreement.
FIRST AMENDMENT TO FREMONT FACILITY LEASE AGREEMENTFremont Facility Lease Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of January 17, 2019, by and between Prologis Limited Partnership I, a Delaware limited partnership (“Landlord”) and Amendia, Inc., a Georgia corporation (“Tenant”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN MIRUS LLC As Buyer AND AMENDIA, INC. D/B/A SPINAL ELEMENTS As Seller June 13, 2019Asset Purchase Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Georgia
This Asset Purchase Agreement (this “Agreement”) is entered into as of June 13, 2019 (the “Effective Date”) by and between MiRus LLC, a Delaware limited liability company (“Buyer”), and Amendia, Inc. d/b/a Spinal Elements, a Georgia corporation (“Seller”). Buyer and Seller are collectively referred to as the “Parties” and each individually as a “Party.”
CONSENT TO, REAFFIRMATION OF AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 26th, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus
This CONSENT TO, REAFFIRMATION OF AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of April 13, 2017, by and among Cortland Capital Market Services LLC, in its capacity as agent under the Second Lien Creditors under the Second Lien Loan Documents, including its successors and assigns in such capacity from time to time (“Second Lien Agent”), and Antares Capital LP, in its capacity as agent for the First Lien Creditors under the First Lien Documents, including its successors and assigns in such capacity from time to time (“First Lien Agent”), as acknowledged and agreed by the Borrower and the other Obligors acknowledging this Agreement.
