ContractAlphatec 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 4th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 5, 2008 (the “Effective Date”) between SILICON VALLEY BANK (“Bank”), as collateral agent (the “Collateral Agent”), Bank, as a lender, and OXFORD FINANCE CORPORATION (“Oxford”; each, of Bank and Oxford are sometimes individually referred to as a “Lender” and collectively, as the “Lenders”), and ALPHATEC SPINE, INC., a California corporation (“Alphatec”) and ALPHATEC HOLDINGS, INC., a Delaware corporation (“Parent” and together with Alphatec, each a “Borrower” and collectively, “Borrowers”), provides the terms on which Lenders shall lend to Borrowers and Borrowers shall repay Lenders. The parties agree as follows:
AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 4th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Amendment to the License and Supply Agreement (this “Amendment”) is made as of January 14, 2008 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”). Capitalized terms undefined herein shall have the meaning ascribed them in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of January, 2008 (the “Effective Date”), is entered into among Jens Peter Timm (“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”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 4th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Second Amendment to the License and Supply Agreement (this “Amendment”) is made as of January 12, 2009 by and among Alphatec Spine, Inc., a Delaware corporation with a principal place of business at 5818 El Camino Real, 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 Alphatec Holdings, Inc., a Delaware corporation with a principal place of business at 5818 El Camino Real, Carlsbad, California 92008 (“Holdings”). Capitalized terms undefined herein shall have the meaning ascribed them in the Agreement.
ALPHATEC SPINE, INC. SALES AGENCY AGREEMENTSales Agency Agreement • March 4th, 2009 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Sales Agency Agreement (the “Agreement”) is between Alphatec Spine, Inc., a California corporation (the “Company”) and SS Fusion Medical, Inc. (Employer Identification Number # [***]) (hereinafter referred to as “Sales Agent”) is made as of January 2, 2008 (the “Effective Date”).
