WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT

This Waiver and First Amendment to Credit Agreement (this “Amendment”) is entered into as of May 20, 2013, by and among K2M HOLDINGS, INC., a Delaware corporation (“Holdings”), K2M, INC., a Delaware corporation (the “US Borrower”) and K2M UK LIMITED, a company incorporated in England and Wales with company registration number 06950302 and with its registered office at Abbey House, Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 OTT (the “UK Borrower”, and collectively, jointly and severally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities party hereto, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK, as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower is indebted to the Lenders in the principal amount of up to $30,000,000, consisting of a revolving loan facility in an aggregate principal amount of up to $30,000,000, a letter of credit sub-facility in the aggregate availability amount of $1,000,000 (as a sublimit of the revolving loan facility); a swingline sub-facility in the aggregate availability amount of $5,000,000 (as a sublimit of the revolving loan facility) evidenced by that certain Credit Agreement dated as of October 29, 2012 by and among Holdings, Borrower, the several banks and other financial institutions or entities from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Domestic Credit Agreement”); and an EXIM sub-facility in the aggregate availability amount of $10,000,000 (as a sublimit of the revolving loan facility) evidenced by that certain Export Import Bank Credit Agreement dated as of October 29, 2012 by and among Holdings, US Borrower, the other Loan Parties from time to time parties to thereto, the several banks and other financial institutions or entities from time to time parties thereto (each an “EXIM Lender” and, collectively, the “EXIM Lenders”) and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “EXIM Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Credit Agreement or the EXIM Credit Agreement, as the context may require;

WHEREAS, repayment of the Obligations is secured by the Collateral as described in the Credit Agreement and the EXIM Credit Agreement and set forth in the Security Documents;

WHEREAS, the parties hereto have agreed to modify and amend certain terms and conditions of the Credit Agreement, subject to the terms and conditions contained herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

“Consolidated Adjusted EBITDA”: with respect to Specified Group Members on a consolidated basis for any period, (a) the sum, without duplication, of the amounts for such period of (i) Consolidated Net Income, plus (ii) to the extent reducing Consolidated Net Income for such period, (A) Consolidated Interest Expense, plus (B) provisions for taxes based on income, plus (C) total depreciation expense, plus (D) total amortization expense, plus (E) non-cash stock compensation expense, plus (F) non-cash expenses related to the purchase of Intellectual Property for the purpose of developing new products, provided that any cash payments owing by Borrower in connection with such purchases shall not be deducted from EBITDA until the period in which such cash payment is actually made, plus (G) expenses related to Borrower’s incremental expansion initiatives to the extent funded entirely with proceeds from investments in Borrower made by a Permitted Investor at the time such expenses are incurred, plus (H) charges, costs, and expenses paid in cash for severance in an aggregate amount not to exceed (1) for the quarter ending March 31, 2013, $323,000 and (2) for the quarter ending June 30, 2013, $300,000, plus (I) charges costs and expenses paid in cash for the conversion of agents to direct employees, in an aggregate amount not to exceed (1) for the quarter ending March 31, 2013, $190,000 and (2) for the quarter ending June 30, 2013, $250,000, plus (J) other non-cash expenses (as approved in writing by the Administrative Agent in its reasonable discretion up to the aggregate amount of $1,000,000 for the six month period ending on the date of determination and to the extent greater than $1,000,000 in the aggregate for the six month period ending on the date of determination, as approved in writing by the Administrative Agent and all Lenders in their discretion), including, without limitation, non-cash currency transaction expenses (provided that any non-cash currency transaction income will be subtracted from Consolidated Adjusted EBITDA) approved by the Administrative Agent as an ‘add back’ to Consolidated Adjusted EBITDA, minus (b) the sum, without duplication of the amounts for such period of (i) extraordinary non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period), plus (ii) other non-cash items increasing Consolidated Net Income for such period in Administrative Agent’s reasonable discretion, plus (iii) interest income.”

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“Streamline Period”: any period during which Borrower maintains Liquidity greater than Seven Million Five Hundred Thousand Dollars ($7,500,000) at all times during such period; provided that a Streamline Period may only commence on the first (1st) day of a calendar month. If, at any time during a Streamline Period, Borrower’s Liquidity is equal to or less than Seven Million Five Hundred Thousand Dollars ($7,500,000), the Streamline Period will immediately terminate, and the next Streamline Period will not commence until such time as Borrower provides the Administrative Agent with evidence satisfactory to the Administrative Agent that Borrower’s Liquidity is greater than Seven Million Five Hundred Thousand Dollars ($7,500,000) as of such date and was greater than Seven Million Five Hundred Thousand Dollars ($7,500,000) at all times during the immediately preceding calendar month. Commencing on the First Amendment Effective Date, Borrower shall be permitted to include cash held by SVB contributed by Welsh, Carson, Anderson & Stowe, which is designated by the Borrower in the Compliance Certificate to be used to finance Borrower’s incremental expansion initiatives, in the calculation of Liquidity solely for purposes of this definition.

“First Amendment Effective Date” is May     , 2013.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

[Signature Page to Waiver and First Amendment to Credit Agreement]

[Signature Page to Waiver and First Amendment to Credit Agreement]

[Signature Page to Waiver and First Amendment to Credit Agreement]