Exhibit 10.2


 


SECOND AMENDED AND RESTATED REVOLVING NOTE


 


	$50,000,000	 	June 13, 2022




 


FOR VALUE RECEIVED, the undersigned, OrthoPediatrics
Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation (“OrthoPediatrics
US”), OrthoPediatrics EU Limited, a company incorporated and registered in England and Wales (“OrthoPediatrics EU”),
OrthoPediatrics Aus Pty Ltd., a company organized under the laws of Australia (“OrthoPediatrics Aus”), OrthoPediatrics
NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics NZ”), Orthex, LLC, a Florida limited liability
company (“Orthex”), OP EU B.V., a company organized under the laws of the Netherlands (“OP EU Netherlands”),
OP Netherlands B.V., a company organized under the laws of the Netherlands (“OP Netherlands”), Telos Partners, LLC,
a Colorado limited liability company (“Telos”), ApiFix Ltd., a company organized under the laws of Israel (“ApiFix
Israel”), OrthoPediatrics GmbH, a company organized under the laws of Germany (“OrthoPediatrics Germany”),
OrthoPediatrics Iowa Holdco, Inc., a Delaware corporation (“OrthoPediatrics Iowa Holdco”), MD Orthopaedics, Inc., an
Iowa corporation (“MD Ortho”), and MD International, Inc., an Iowa corporation (“MD International”
and together with OrthoPediatrics, OrthoPediatrics US, OrthoPediatrics EU, OrthoPediatrics Aus, OrthoPediatrics NZ, Orthex, OP EU Netherlands,
OP Netherlands, Telos, ApiFix Israel, OrthoPediatrics Germany, OrthoPediatrics Iowa Holdco and MD Ortho, “Borrowers”
and individually a “Borrower”), jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware
limited liability company (the “Lender”), at the place and times provided in the Fourth Amended and Restated Loan and
Security Agreement referred to below, the lesser of (i) the principal amount of $50,000,000 or (ii) the principal amount of the Revolving
Loan outstanding and owing to the Lender, together with all the accrued and unpaid interest under this Second Amended and Restated Revolving
Note pursuant to that certain Fourth Amended and Restated Loan and Security Agreement, dated as of December 31, 2017 (as amended, supplemented,
modified or restated from time to time, the “Fourth Amended and Restated Loan Agreement”) by and among Borrowers and
Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Fourth Amended and Restated
Loan Agreement.


 


The unpaid principal amount of this Second Amended
and Restated Revolving Note from time to time outstanding is subject to mandatory repayment as provided in the Fourth Amended and Restated
Loan Agreement and shall bear interest as provided in Section 3.1(b) of the Fourth Amended and Restated Loan Agreement. This Second Amended
and Restated Revolving Note may be voluntarily prepaid from time to time as provided in the Fourth Amended and Restated Loan Agreement
and any principal amounts repaid may be borrowed, repaid (without premium or penalty) and reborrowed again, from time to time in whole
or in part. All payments of principal and interest on this Second Amended and Restated Revolving Note shall be payable in lawful currency
of the United States of America in immediately available funds to such account as the Lender shall specify from time to time by notice
to the Borrowers. The principal and all accrued and unpaid interest under this Second Amended and Restated Revolving Note shall be due
and payable on the Maturity Date.


 


This Second Amended and Restated Revolving Note
is entitled to the benefits of, and evidences Obligations incurred under, the Fourth Amended and Restated Loan Agreement, to which reference
is made for a description of the security for this Second Amended and Restated Revolving Note and for a statement of the terms and conditions
on which Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Second
Amended and Restated Revolving Note and on which such Obligations may be declared to be immediately due and payable.





 






     


     


    

 


THIS SECOND AMENDED AND RESTATED REVOLVING NOTE
SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.


 


Each Borrower hereby waives all requirements as
to diligence, presentment, demand of payment, protest and (except as required by the Fourth Amended and Restated Loan Agreement) notice
of any kind with respect to this Second Amended and Restated Revolving Note.


 


This Second Amended and Restated Revolving Note
constitutes a renewal and restatement of, and replacement and substitution for, that certain Revolving Note dated as of August 4, 2020
in the principal amount of $25,000,000 executed by the Borrowers and made payable to the order of Lender (the “Prior Note”).
The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby, and nothing herein shall be deemed to constitute
a payment, settlement or novation of the Prior Note, or to release or otherwise adversely affect any lien, or any equivalent in the respective
jurisdictions, mortgage or security interest securing such indebtedness or any rights of Lender against any guarantor, surety or other
party primarily or secondarily liable for such indebtedness.


 


* * Signature Page to Follow * *


 









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IN WITNESS WHEREOF,
each of the undersigned has executed this Second Amended and Restated Revolving Note as of the day and year first written above.


 


	 	BORROWERS:




 


	 	ORTHOPEDIATRICS
    CORP.    
	 	 
	 	By:	/s/
    David Bailey                               
	 	Name: David Bailey
	 	Title: President
    & Chief Executive Officer  
	 	 
	 	ORTHOPEDIATRICS
    US DISTRIBUTION CORP.    
	 	 
	 	By:	/s/
    David Bailey
	 	Name: David Bailey
	 	Title: President
    & Chief Executive Officer  
	 	 
	 	ORTHOPEDIATRICS
    EU LIMITED    
	 	 
	 	By:	/s/
    Fred Hite
	 	Name: Fred Hite
	 	Title: Director
     
	 	 
	 	ORTHOPEDIATRICS
    AUS PTY LTD    
	 	 
	 	By:	/s/
    Fred Hite
	 	Name: Fred Hite
	 	Title: Director
     
	 	 
	 	ORTHOPEDIATRICS
    NZ LTD    
	 	 
	 	By:	/s/
    Fred Hite
	 	Name: Fred Hite
	 	Title: Chief
    Financial Officer  
	 	         
	 	ORTHEX, LLC
       
	 	 
	 	By:	/s/
    Fred Hite
	 	Name: Fred Hite
	 	Title: Manager








 






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	 	OP EU B.V.    
	 	 
	 	By:	/s/ Fred Hite                         
	 	Name: Fred Hite
	 	Title:   Managing Director    
	 	 
	 	OP NETHERLANDS B.V.    
	 	 
	 	By:	 /s/ Fred Hite
	 	Name: Fred Hite
	 	Title:   Managing Director    
	 	 
	 	TELOS PARTNERS, LLC    
	 	 
	 	By:	/s/ Fred Hite
	 	Name: Fred Hite
	 	Title:   Chief Financial Officer    
	 	 
	 	APIFIX LTD.    
	 	 
	 	By:	 /s/ Fred Hite
	 	Name: Fred Hite
	 	Title:   Director    








 






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	 	ORTHOPEDIATRICS GMBH    
	 	 
	 	By:	 /s/ Fred Hite                                    
	 	Name: Fred Hite
	 	Title:   Managing Director    
	 	 
	 	ORTHOPEDIATRICS IOWA HOLDCO INC.    
	 	 
	 	By:	/s/ David Bailey
	 	Name: David Bailey
	 	Title:   President & Chief Executive Officer    
	 	 
	 	MD ORTHOPAEDICS, INC.    
	 	 
	 	By:	 /s/ David Bailey
	 	Name: David Bailey
	 	Title:   President & Chief Executive Officer    
	 	 
	 	MD INTERNATIONAL, INC.    
	 	 
	 	By:	/s/ David Bailey
	 	Name: David Bailey
	 	Title:   President & Chief Executive Officer  





 








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