GLOBUS MEDICAL, INC. SECOND AMENDMENT TO VOTING AGREEMENT

Contract Categories: Business Operations - Voting Agreements
EX-10.21 4 d319036dex1021.htm SECOND AMENDMENT TO THE 2007 VOTING AGREEMENT, DATED JULY 20, 2012 Second Amendment to the 2007 Voting Agreement, dated July 20, 2012

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 Company’s Series E Preferred Stock, and the undersigned holders of shares of the Company’s 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