Exhibit 10.12


 


TERM NOTE B 


 


	$16,000,000	April 26, 2017


 


FOR VALUE RECEIVED, the undersigned, OrthoPediatrics
Corp., a Delaware corporation (“OrthoPediatrics”), OrthoPediatrics US Distribution Corp., a Delaware corporation,
(“OrthoPediatrics US Distribution”), 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”) and OrthoPediatrics NZ Ltd., a company organized under the laws of New Zealand (“OrthoPediatrics
NZ” and together with OrthoPediatics, OrthoPediatrics US Distribution, OrthoPediatrics EU and OrthoPediatrics Aus, “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 Third Amended and
Restated Loan and Security Agreement referred to below, the principal sum of $16,000,000, together with all accrued and unpaid
interest under this Term Note B (“Term Note”) pursuant to that certain Third Amended and Restated Loan and Security
Agreement, dated as of April 26, 2017 (as amended, supplemented, modified or restated from time to time, the “Third 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 Third Amended and Restated Loan Agreement.


 


The unpaid principal amount of this Term
Note from time to time outstanding is subject to mandatory repayment as provided in the Third Amended and Restated Loan Agreement
and shall bear interest as provided in Section 3.1 of the Third Amended and Restated Loan Agreement. This Term Note may be voluntarily
prepaid from time to time as provided in the Third Amended and Restated Loan Agreement. All payments of principal and interest
on this Term 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 Term Note shall be due and payable on the Term Loan Maturity Date.


 


This Term Note is entitled to the benefits
of, and evidences Obligations incurred under, the Third Amended and Restated Loan Agreement, to which reference is made for a description
of the security for this Term 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 Term Note and on which such Obligations may
be declared to be immediately due and payable.


 


THIS TERM 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 Third Amended and Restated Loan Agreement)
notice of any kind with respect to this Term Note.


 


* * Signature Page to Follow * *


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this Term Note as of the day and year first written above.


 


	 	BORROWERS:
	 	 
	 	ORTHOPEDIATRICS CORP.
	 	 
	 	By:	/s/ Mark Throdahl
	 	 	Name: Mark Throdahl
	 	 	Title: President and Chief Executive Officer


 


	 	ORTHOPEDIATRICS U.S. DISTRIBUTION CORP.
	 	 
	 	By:	/s/ Mark Throdahl
	 	 	Name: Mark Throdahl
	 	 	Title: President and Chief Executive Officer


 


	 	ORTHOPEDIATRICS EU LIMITED
	 	 
	 	By:	/s/ Fred Hite
	 	 	Name: Fred Hite
	 	 	Title: Chief Financial Officer


 


	 	ORTHOPEDIATRICS AUS PTY LTD
	 	 
	 	By:	/s/ Fred Hite
	 	 	Name: Fred Hite
	 	 	Title: Chief Financial Officer


 


	 	ORTHOPEDIATRICS NZ LTD
	 	 
	 	By:	/s/ Fred Hite
	 	 	Name: Fred Hite
	 	 	Title: Chief Financial Officer