First Amendment to Amended and Restated Stock Sale Agreement



 Exhibit 4.3 
 GLOBUS MEDICAL, INC. 
 FIRST AMENDMENT TO 

AMENDED AND RESTATED STOCK SALE AGREEMENT 

This First Amendment to Amended and Restated Stock Sale Agreement (this “Amendment”), dated
as of the 14th day of January 2009, 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 Amended and Restated Stock Sale Agreement (the “Stock Sale 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 Stock Sale Agreement. 
 WHEREAS, the
Company desires to authorize a new class of Common Stock designed “Class C Common Stock” and to establish the Globus Medical, Inc. 2008 Stock Plan and reserve 10,000,000 shares of Class C Common Stock for issuance thereunder; and

 WHEREAS, in connection therewith, the undersigned desire to amend the Stock Sale Agreement to include the Class C Common
Stock within the definition of “Common Stock” as such term is defined in the Stock Sale Agreement; and 
 WHEREAS,
Section 5.4 of the Stock Sale Agreement provides that the Stock Sale Agreement may be amended only with the written consent of (i) the Company, (ii) persons holding, in the aggregate, shares of Investor Stock (as such term is defined
in the Stock Sale Agreement) representing sixty percent (60%) of the voting power of all shares of Investor Stock then held by the Investors (as such term is defined in the Stock Sale Agreement) and their permitted assignees, and
(iii) persons holding, in the aggregate, shares of Key Holder Stock (as such term is defined in the Stock Sale Agreement) representing a majority of the voting power of all shares of Key Holder Stock then held collectively by Key Holders (as
such term is defined in the Stock Sale Agreement) and their respective permitted assignees, and the undersigned constitute the requisite signatories necessary to amend the Stock Sale Agreement; 

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 Stock Sale Agreement and agree as follows: 

1. Amendment of Stock Sale Agreement. The Stock Sale Agreement is hereby amended as follows: 

1.1 Section 1.13 of the Stock Sale Agreement is hereby deleted in its entirety and amended and restated as follows: 

“1.13 “Common Stock” shall mean shares of the Company’s Class A Common
Stock, Class B Common Stock and Class C Common Stock.” 







 1.2 Section 5.4 of the Stock Sale Agreement is hereby deleted in its entirety and
amended and restated as follows: 
 “5.4 Amendment and Waiver. This Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived with respect to any party to this Agreement (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of
(i) the Company, (ii) persons holding, in the aggregate, shares of Investor Stock representing sixty percent (60%) of the voting power of all shares of Investor Stock then held by the Investors and their permitted assignees, and
(iii) persons holding, in the aggregate, shares of Key Holder Stock representing a majority of the voting power of all shares of Key Holder Stock then held collectively by Key Holders and their respective permitted assignees. Any amendment,
termination or waiver effected in accordance with this Section 5.4 shall be binding on all parties hereto, even if they do not execute such consent; provided, however, that in the event an amendment, modification or waiver adversely
affects the rights and/or obligations of any party under this Agreement in a manner materially different from the manner in which it affects the rights and/or obligations of the other parties, such amendment, modification or waiver shall be binding
on such adversely affected party only with the written consent of such adversely affected party. No consent of any party hereto shall be necessary to include as a party to this Agreement (i) any transferee required to become a party pursuant to
Section 3.1 hereof or (ii) any additional holder of the Company’s Common Stock which the Company elects, or is required, to join as a party to this Agreement. No waivers of or exceptions to any term, condition or provision of this
Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company shall give prompt written notice of any amendment, modification or termination
hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver.” 
 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 Stock Sale Agreement. Except as specifically, provided herein, the Stock Sale 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 Holders under the Stock Sale
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.]


  
 2 








 The foregoing First Amendment to Amended and Restated Stock Sale 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








 The foregoing First Amendment to Amended and Restated Stock Sale 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








 The foregoing First Amendment to Amended and Restated Stock Sale Agreement is hereby
executed as of the date first above written. 
  

			
	INVESTOR:
	
	GOLDMAN SACHS INVESTMENT PARTNERS MASTER FUND LP
	
	BY: GOLDMAN SACHS INVESTMENT PARTNERS GP, LLC, ITS GENERAL
PARTNER
		
	By:	 	 /s/ Michelle Barone



			
		
	Print Name:	 	 Michelle Barone



			
		
	Title:	 	 Vice President









 The foregoing First Amendment to Amended and Restated Stock Sale Agreement is hereby
executed as of the date first above written. 
  

			
	INVESTOR:
	
	GS DIRECT, L.L.C.
		
	BY:	 	 /s/ Katherine B. Enquist

	NAME:	 	Katherine B. Enquist
	TITLE:	 	Managing Director








 The foregoing First Amendment to Amended and Restated Stock Sale Agreement is hereby
executed as of the date first above written. 
  

													
	INVESTORS:	 		 		 		 	
			
	GOLDMAN SACHS PRIVATE EQUITY	 		 	GOLDMAN SACHS PRIVATE EQUITY
	PARTNERS 2004, L.P.	 		 	PARTNERS 2004 EMPLOYEE FUND, L.P.
			
	By: Goldman Sachs PEP 2004 Advisors, L.L.C.,	 		 	By: Goldman Sachs PEP 2004 Employee Funds
	General Partner	 		 	GP, L.L.C., General Partner
	By: GSAM Gen-Par, L.L.C., Managing Member	 		 		 		 	
		 		 		 		 	By:	 	 /s/ Ryan Boucher

	By:	 	 /s/ Ryan Boucher
	 		 		 		 	
		 		 		 		 	Print Name:	 	 Ryan Boucher

	Print Name:	 	 Ryan Boucher
	 		 		 		 	
		 		 		 		 	Title:	 	 Vice President

	Title:	 	 Vice President
	 		 		 		 	
					
		 		 		 		 	GS PRIVATE EQUITY PARTNERS 2002 –
		 		 		 		 	DIRECT INVESTMENT FUND, L.P.
	GOLDMAN SACHS PRIVATE EQUITY	 		 		 		 	
	PARTNERS 2004 OFFSHORE HOLDINGS,	 		 	By: GS PEP 2002 Direct Investment Advisors,
	L.P.	 		 	L.L.C., General Partner
		 		 		 		 	By: GSAM Gen-Par, L.L.C., Managing Member
	By: Goldman Sachs PEP 2004 Offshore Holdings	 		 		 		 	
	Advisors, Inc., General Partner	 		 	By:	 	 /s/ Ryan Boucher

					
	By:	 	 /s/ Ryan Boucher
	 		 	Print Name:	 	 Ryan Boucher

					
	Print Name:	 	 Ryan Boucher
	 		 	Title:	 	 Vice President

				
	Title:	 	 Vice President
	 		 	MULTI-STRATEGY HOLDINGS, L.P.
			
	GOLDMAN SACHS PRIVATE EQUITY	 		 	By: Multi-Strategy Holdings Offshore Advisors,
	PARTNERS 2004 - DIRECT INVESTMENT	 		 	Inc., General Partner
	FUND, L.P.	 		 		 		 	
		 		 		 		 	By:	 	 /s/ Ryan Boucher

	By: Goldman Sachs PEP 2004 Direct Investment	 		 		 		 	
	Advisors, L.L.C., General Partner	 		 	Print Name:	 	 Ryan Boucher

	By: GSAM Gen-Par, L.L.C., Managing Member	 		 		 		 	
		 		 		 		 	Title:	 	 Vice President

	By:	 	 /s/ Ryan Boucher
	 		 		 		 	
						
	Print Name:	 	 Ryan Boucher
	 		 		 		 	
						
	Title:	 	 Vice President
	 		 		 		 	








 The foregoing First Amendment to Amended and Restated Stock Sale Agreement is hereby
executed as of the date first above written. 
  

	
	KEY HOLDERS:
	
	 /s/ David Paul

	David Paul
	
	 David Demski

	David Demski
	
	 /s/ David Davidar

	David Davidar
	
	 /s/ Daniel Paul

	Daniel Paul
	
	 /s/ Andy Iott

	Andy Iott
	
	 /s/ William Rhoda

	William Rhoda