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”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 29th, 2019 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • Maryland
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 6, 2018, is entered into by and between MIDCAP FUNDING IV TRUST, in its capacity as agent under the ABL Documents (as defined below) (including its successors and assigns in such capacity from time to time, “ABL Agent”) and SQUADRON MEDICAL FINANCE SOLUTIONS LLC, as lender under the Term Loan Documents (as defined below) (including its successors and assigns in such capacity from time to time, including any successor pursuant to any initial or subsequent Refinancing of the Term Loan Credit Agreement, “Term Lender”), and is acknowledged and agreed by the ABL Borrowers, the Term Loan Borrowers and the other Obligors.
Re: Resignation and Transition AgreementAlphatec Holdings, Inc. • March 29th, 2019 • Surgical & medical instruments & apparatus
This letter acknowledges and confirms your resignation as President and as a member of the Board of Directors of Alphatec Holdings, Inc. and as President and COO of Alphatec Spine, Inc. (collectively, “ATEC”), effective December 31, 2018 (the “Separation Date”). You have been a valued member of the ATEC leadership team, and we desire you to provide ongoing consulting services for a transition period following your Separation Date. This letter contains the terms and conditions of your separation and the consulting services thereafter (the “Consulting Services”).
ALPHATEC SPINE, INC. ALPHATEC HOLDINGS, INC.Release Agreement • March 29th, 2019 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus • California
The purpose of this letter agreement (the “Agreement”) is to set forth the terms of your separation from Alphatec Spine, Inc. and Alphatec Holdings, Inc. (collectively, and together with their affiliates, “ATEC” or “the Company”). You have been employed by the Company on an at-will basis. Your employment ended effective December 31, 2018 (the “Separation Date”). You acknowledge that other than as set forth in that certain Resignation and Transition Agreement between you and ATEC (the “Resignation Agreement”), you will perform no further duties, functions or services for ATEC after the Separation Date. Payment of the Separation Consideration (defined below) is contingent on your agreement to and compliance with the terms of this Agreement. Neither this offer to you nor ATEC’s entering into this Agreement shall constitute an admission by the Company. This letter shall be construed as an offer of compromise.
TERM NOTETerm Note • March 29th, 2019 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This is a promissory note (“Term Note”) to which reference is made in Section 2.3 of the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Term Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
