GLOBUS MEDICAL, INC. SECOND AMENDMENT TO VOTING AGREEMENT
Exhibit 10.21
GLOBUS MEDICAL, INC.
SECOND AMENDMENT TO
VOTING AGREEMENT
This Second Amendment to Voting Agreement (this Amendment), dated as of the 20th day of July 2012, is entered into by and among Globus Medical, Inc., a Delaware corporation (the Company), the undersigned holders of shares of the Companys Series E Preferred Stock, and the undersigned holders of shares of the Companys Common Stock, all of whom are party to that certain Voting Agreement (the Voting Agreement) dated as of July 23, 2007, by and among the Company and certain of its stockholders. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Voting Agreement.
WHEREAS, the parties hereto desire to amend the Voting Agreement to provide for the termination of the Voting Agreement immediately prior to the effectiveness of a registration statement under the Securities Act of 1933, as amended; and
WHEREAS, Section 3.6(a) of the Voting Agreement provides that the Voting Agreement may be amended only with the written consent of (i) the Company, (ii) holders of sixty percent (60%) of the then outstanding Series E Stock, voting as a separate class on an as-converted basis, and (iii) the holders of a majority of the then outstanding shares of Common Stock held by Key Common Holders;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Voting Agreement and agree as follows:
1. Amendment of Voting Agreement. The Voting Agreement is hereby amended by deleting Section 2.1(a) thereof in its entirety and amending and restating such Section 2.1(a) as follows:
(a) the date of the closing of a Reverse Merger (as such term is defined in the Certificate of Incorporation) or the date on which a registration statement filed under the Securities Act of 1933, as amended (the Securities Act) covering the offer and sale of shares of Common Stock in connection with a Qualified Public Offering is declared or ordered or otherwise becomes effective (and in each case such termination shall occur immediately prior to such effectiveness).
2. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but which, when taken together, shall constitute one instrument. One or more counterparts of this Amendment or any exhibit hereto may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof.
3. Effect on Voting Agreement. Except as specifically provided herein, the Voting Agreement shall remain in full force and effect. Except as specifically provided above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Company, the Investors or the Key Common Holders under the Voting Agreement.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.
[Signature page follows.]
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
COMPANY:
GLOBUS MEDICAL, INC. | ||
By: | /s/ David C. Paul | |
David C. Paul | ||
Chief Executive Officer |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
CLARUS LIFESCIENCES I, L.P.
By its General Partner, Clarus Ventures I GP, LP
By its General Partner, Clarus Ventures I, LLC
By: | /s/ Robert W. Liptak | |
Robert W. Liptak Managing Director |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR:
GS DIRECT, L.L.C. | ||
By: | /s/ Thomas Carella | |
Name: | Thomas Carella | |
Title: | Vice President |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR: | ||
GOLDMAN SACHS INVESTMENT PARTNERS MASTER Fund, L.P. | ||
By: Goldman Sachs Investment Partners GP, LLC, its General Partner | ||
By: | /s/ Gaurav Bhandari | |
Name: | Gaurav Bhandari | |
Title: | Managing Director |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTOR: | ||
GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND OFFSHORE HOLDINGS, L.P. | ||
By: | Goldman Sachs Private Equity Concentrated | |
Healthcare Offshore Holdings Advisors, Inc., | ||
General Partner | ||
By: | /s/ Jonathan Snider | |
Name: | Jonathan Snider | |
Title: | Vice President |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
INVESTORS:
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P. | GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P. | |||||||
By: Goldman Sachs PEP 2004 Advisors, L.L.C., General Partner | By: Goldman Sachs PEP 2004 Employee Funds GP, L.L.C., General Partner | |||||||
By: GSAM Gen-Par, L.L.C., Managing Member | ||||||||
By: | /s/ Jonathan Snider | |||||||
By: | /s/ Jonathan Snider | Print Name: | Jonathan Snider | |||||
Print Name: | Jonathan Snider | Title: | Vice President | |||||
Title: | Vice President | |||||||
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P. | GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P. | |||||||
By: Goldman Sachs PEP 2004 Offshore Holdings Advisors, Inc., General Partner | By: GS PEP 2002 Direct Investment Advisors, L.L.C., General Partner | |||||||
By: GSAM Gen-Par, L.L.C., Managing Member | ||||||||
By: | /s/ Jonathan Snider | |||||||
Print Name: | Jonathan Snider | By: | /s/ Jonathan Snider | |||||
Title: | Vice President | Print Name: | Jonathan Snider | |||||
Title: | Vice President | |||||||
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. | MULTI-STRATEGY HOLDINGS, L.P.
By: Multi-Strategy Holdings Offshore Advisors, Inc., General Partner | |||||||
By: Goldman Sachs PEP 2004 Direct Investment Advisors, L.L.C., General Partner | ||||||||
By: GSAM Gen-Par, L.L.C., Managing Member | By: | /s/ Jonathan Snider | ||||||
Print Name: | Jonathan Snider | |||||||
By: | /s/ Jonathan Snider | Title: | Vice President | |||||
Print Name: | Jonathan Snider | |||||||
Title: | Vice President |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: | ||
/s/ David C. Paul | ||
David C. Paul | ||
/s/ Sonali Paul | ||
Sonali Paul | ||
David C. Paul, as Trustee of the David C. Paul | ||
2010 Grantor Retained Annuity Trust U/A 4/6/10 | ||
By: | /s/ David C. Paul | |
David C. Paul, Trustee |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: | ||
/s/ David Davidar | ||
David Davidar | ||
/s/ Sarah G. Davidar | ||
Sarah G. Davidar | ||
David D. Davidar, as Trustee of the Davidar | ||
2009 Grantor Retained Annuity Trust U/A 8/6/09 | ||
By: | /s/ David D. Davidar | |
David D. Davidar, Trustee | ||
Berachah Foundation, Inc. | ||
By: | /s/ David D. Davidar | |
David D. Davidar, President |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ David M. Demski |
David M. Demski |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
Key Common Holders: |
/s/ Daniel Paul |
Daniel Paul |
/s/ Preetha Paul |
Preetha Paul |
Daniel Paul 2010 Grantor Retained Annuity |
Trust U/A 7/20/2010 |
By: | /s/ Daniel Paul | |
Daniel Paul, Trustee |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ Michael L. Boyer II |
Michael L. Boyer II |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ Kevin Carouge |
Kevin Carouge |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ Andrew Iott |
Andrew Iott |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ Gladstone K. Philip |
Gladstone K. Philip |
/s/ Jayanthi Philip |
Jayanthi Philip |
/s/ Jayanthi Philip |
Jayanthi Philip as custodian for Jachin Philip under the PA Uniform Transfers to Minors Act |
/s/ Jayanthi Philip |
Jayanthi Philip as custodian for Jonan Philip under the PA Uniform Transfers to Minors Act |
The foregoing Second Amendment to Voting Agreement is hereby executed as of the date first above written.
KEY COMMON HOLDERS: |
/s/ William S. Rhoda |
William S. Rhoda |