First Amendment to Voting Agreement



 Exhibit 10.3 
 GLOBUS MEDICAL, INC. 
 FIRST AMENDMENT TO 

VOTING AGREEMENT 
 This First Amendment to Voting Agreement (this “Amendment”), dated as of the 4th day of April 2011, 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 Company desires to increase the size of its Board of Directors from five to seven; and

 WHEREAS, in connection therewith, the undersigned desire to amend the Voting Agreement to establish the rights of the holders
of the various classes of the Company’s capital stock with respect to the election of directors; 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 Stock Sale Agreement is hereby amended by deleting Section 1.3(b) thereof in its entirety and amending and restating such Section 1.3(b) as follows:

 “(b) For so long as holders of the Company’s Class A Common Stock and Class B Common Stock are entitled
under the Certificate of Incorporation, voting as a separate class, to elect five (5) members of the Board (the “Common Directors”), the Common Directors shall be five (5) individuals nominated by holders of a majority of
the then outstanding Key Common Holder Shares. Any vote or action by written consent taken to remove any director elected pursuant to this Section 1.3(b), or to fill any vacancy created by the resignation, removal or death of a director elected
pursuant to this Section 1.3(b), shall also be subject to the provisions of this Section 1.3(b). The Series E Directors and Common Directors are collectively referred to herein as “Designated Directors.”” 

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 by 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.] 

  

					
	First Amendment to Voting Agreement	 	2	 	









 The foregoing First 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


  
 First Amendment to Voting
Agreement 








 The foregoing First 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




  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 INVESTOR: 
 GS DIRECT, L.L.C. 
  

			
	By:	 	 /s/ Gerald J. Cardinale

	Name:	 	 Gerald J. Cardinale

	Title:	 	 Vice President



  
 First Amendment to Voting
Agreement 








 The foregoing First 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:	 	 Caurav Bhandari

	Title:	 	 Managing Director



  
 First Amendment to Voting
Agreement 








 The foregoing First 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



  
 First Amendment to Voting
Agreement 








 The foregoing First 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
	 		 		 	


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 INVESTORS: 
  

	
	 /s/ Troy Fukumoto

	Troy Fukumoto

 WESTERN NATIONAL LIFE INSURANCE COMPANY

  

			
	By:	 	 /s/ Troy Fukumoto

	Name:	 	 Troy Fukumoto

	Title:	 	 Vice President


 THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY 
  

			
	By:	 	 /s/ Troy Fukumoto

	Name:	 	 Troy Fukumoto

	Title:	 	 Vice President



  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ David Paul

	David 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


  
 First Amendment to Voting
Agreement 








 The foregoing First 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


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ David M. Demski

	David M. Demski


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ Daniel S. Paul

	Daniel S. Paul
	
	 /s/ Preetha Paul

	Preetha Paul

 Daniel Paul 2010 Grantor Retained Annuity 
 Trust U/A 7/20/2010 
  

			
	By:	 	 /s/ Daniel S. Paul

		 	Daniel S. Paul, Trustee


  
 First Amendment to Voting
Agreement 








 The foregoing First 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


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ Kevin Carouge

	Kevin Carouge


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ Andrew Iott

	Andrew Iott


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ William S. Rhoda

	William S. Rhoda


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

 

	
	 /s/ A. Brett Murphy

	A. Brett Murphy


  
 First Amendment to Voting
Agreement 








 The foregoing First Amendment to Voting Agreement is hereby executed as of the date first
above written. 
 KEY COMMON HOLDERS: 

KM MEDICAL, INC. 
  

			
	By:	 	 /s/ Karen M. Tovey

	Name:	 	 Karen M. Tovey

	Title:	 	 President


 KAREN M. TOVEY GRANTOR RETAINED ANNUITY
TRUST 
 DATED NOVEMBER 19, 2007 

 

			
	By:	 	 /s/ Karen M. Tovey

		 	Karen M. Tovey, Trustee
	
	 /s/ Karen M. Tovey

	Karen M. Tovey


  
 First Amendment to Voting
Agreement