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”).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2020 • Spinal Elements Holdings, Inc. • Surgical & medical instruments & apparatus • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2017 by and between Amendia, Inc. (the “Company”) and Paul Graveline (the “Executive”), and is effective as of January 2, 2018 (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.
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.
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.
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
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”).
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.”
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.
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.
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.”
