EX-10.8



 Exhibit 10.8 

AMENDED AND RESTATED TERM NOTE 

TERM NOTE 
  

			
	$30,000,000	  	March 8, 2018

 FOR VALUE RECEIVED, the undersigned (individually, a “Borrower” and,
collectively, the “Borrowers”), jointly and severally promise to pay to Globus Medical, Inc. (hereinafter, with any subsequent holders, the “Lender”), 2560 General Armistead Avenue, Audubon, PA 19403, the
principal sum of THIRTY MILLION DOLLARS ($30,000,000), or, if less, the aggregate unpaid principal balance of the Term Loan made by the Lender to or for the account of any Borrower pursuant to the Credit, Security and Guaranty Agreement dated as of
September 1, 2016 (as amended by the First Amendment to Credit, Security and Guaranty Agreement, dated as of March 30, 2017, the Second Amendment to Credit, Security and Guaranty Agreement, dated as of the date hereof, and as may be
further amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among the Borrowers, the other Credit Parties from time to time party thereto, and the Lender, with interest at the
rate and payable in the manner stated therein. 
 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. This Term Note amends and restates in its entirety that promissory note of Alphatec Holdings, Inc. and Alphatec Spine, Inc. in favor of Lender dated as of
September 1, 2016. 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. 
 The
Lender’s books and records concerning the Term Loan, the accrual of interest thereon, and the repayment of such Term Loan, shall be prima facie evidence of the indebtedness to the Lender hereunder. 

No delay or omission by the Lender in exercising or enforcing any of the Lender’s powers, rights, privileges, remedies, or discretions
hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default. 

This Term Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns. 
 THIS NOTE AND ALL MATTERS
RELATING HERETO OR ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. 
 EACH BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK COUNTY,
STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S 

  
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ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. 

EACH BORROWER, AND LENDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER AND LENDER ACKNOWLEDGES THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ISSUING AND ACCEPTING THIS NOTE, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH BORROWER AND LENDER
WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the Borrowers have caused this Term Note to be duly executed
as of the date set forth above. 
  

					
	 ALPHATEC HOLDINGS, INC.

		
	 By:
	 	 /s/ Jeffrey Black

		 	 Name:
	 	 Jeffrey Black

		 	 Title:
	 	 Chief Financial Officer



  

					
	 ALPHATEC SPINE, INC.

		
	 By:
	 	 /s/ Jeffrey Black

		 	 Name:
	 	 Jeffrey Black

		 	 Title:
	 	 Chief Financial Officer



  

					
	 SAFEOP SURGICAL, INC.

		
	 By:
	 	 /s/ Jeffrey Black

		 	 Name:
	 	 Jeffrey Black

		 	 Title:
	 	 Chief Financial Officer



 [Signature Page to Term Note]