DEBT EXCHANGE AGREEMENT
This Debt Exchange Agreement (this Agreement) is dated as of December 16, 2020, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and Squadron Capital LLC, a Delaware limited liability company (Lead Purchaser).
WHEREAS, the Company, certain of its subsidiaries, and Squadron Medical Finance Solutions LLC, as lender and an affiliate of Lead Purchaser, have entered into that certain Third Amendment, dated on or about the date hereof (the Third Amendment), to that certain Credit, Security and Guaranty Agreement, dated as of November 6, 2018 by and among the Company, certain of its subsidiaries and Lead Purchaser (as amended, the Existing Credit Agreement), pursuant to which, among other things, the Company and Lead Purchaser desire to exchange $30,000,000 of the Existing Term Loan (as defined in the Existing Credit Agreement) for shares of common stock of the Company, par value $0.0001 per share (Common Stock);
WHEREAS, the Company, Lead Purchaser and certain other purchasers (the SPA Purchasers) have entered into that certain Securities Purchase Agreement, dated on or about the date hereof (as the same may be amended from time to time, the Securities Purchase Agreement), pursuant to which the Company will sell and issue to the SPA Purchasers shares of Common Stock;
WHEREAS, in connection with the Securities Purchase Agreement and this Agreement, the Company, Lead Purchaser and the SPA Purchasers have entered into that certain Registration Rights Agreement, dated on or about the date hereof (as the same may be amended from time to time, the Registration Rights Agreement,), pursuant to which the Company will agree to provide certain registration rights in respect of the shares of Common Stock of the Company sold hereunder and thereunder; and
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue to Lead Purchaser a number of shares of its Common Stock, and, in exchange, Lead Purchaser desires to transfer to the Company $30,000,000 of outstanding debt obligations under the Existing Term Loan, as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement the following terms have the meanings set forth in this Section 1.1:
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.