Amended and Restated Stock Sale Agreement



 EXHIBIT 4.2 
 GLOBUS MEDICAL, INC. 
 AMENDED AND RESTATED STOCK SALE AGREEMENT

 JULY 23, 2007 







 GLOBUS MEDICAL, INC. 

AMENDED AND RESTATED 
 STOCK SALE AGREEMENT 
 THIS AMENDED
AND RESTATED STOCK SALE AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of July, 2007, by and among
GLOBUS MEDICAL, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on EXHIBIT A hereto (the
“Investors”) and each of the persons listed on EXHIBIT B hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”). 

RECITALS 
 WHEREAS, the Key Holders are the beneficial owners of shares of the Common Stock of the Company (the “Key Holder Stock”); 

WHEREAS, Investors are purchasing shares of the Company’s Series E Preferred Stock (the “Series E
Stock”), pursuant to that certain Series E Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”); 

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this
Agreement; 
 WHEREAS, certain of the Key Holders are parties to the Amended and Restated
Stock Sale Agreement, dated February 16, 2006, by and among the Company, the Key Holders (the “Prior Agreement”); 
 WHEREAS, the Key Holders party to such Prior Agreement desire to amend and restate the Prior Agreement as set forth herein and to accept the rights and covenants
hereof in lieu of their rights and covenants under the Prior Agreement; 
 WHEREAS,
Section 9.3 of the Prior Agreement provides that the Prior Agreement may be amended only upon the written consent of (i) the holders of a majority of the then-outstanding Common Stock held by the Common Holders (as defined therein),
(ii) the Company and (iii) the holders of at least a majority of the then-outstanding Preferred Stock and/or Common Stock issued on conversion thereof, held by the Investors (as defined therein), and the parties to this Agreement are
sufficient to amend the Prior Agreement on behalf of all parties to the Prior Agreement; and 

WHEREAS, in connection with the consummation of the Financing, the Company, the Key Holders and the
Investors have agreed to the right of first refusal and co-sale rights as set forth herein. 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

	1.	DEFINITIONS. 

 1.1 “Key Holders” shall mean the person or entities listed on EXHIBIT B hereto. 

1.2 “Key Holder Stock” shall mean shares of Common Stock now owned or subsequently acquired by the Key
Holders by gift, purchase, dividend, option exercise or any other means whether or 

  
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not such securities are only registered in a Key Holder’s name or beneficially or legally owned by such Key Holder, including any interest of a spouse in any of the Key Holder Stock, whether
that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Key Holder Stock owned by the Key Holders as of the date hereof are set forth on EXHIBIT B, which Exhibit may be amended
from time to time by the Company to reflect changes in the number of shares owned by the Key Holders, but the failure to so amend shall have no effect on such Key Holder Stock being subject to this Agreement. 

1.3 “Common Stock” shall mean shares of the Company’s Class A Common Stock and Class B Common
Stock. 
 1.4 “Investor Stock” shall mean shares of the Company’s Series E Stock now owned
or subsequently acquired by the Investors whether or not such securities are only registered in an Investor’s name or beneficially or legally owned by such Investor, including any interest of a spouse in any of the Investor Stock, whether that
interest is asserted pursuant to marital property laws or otherwise. 
 1.5 For purposes of this Agreement, the term
“Transfer” shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited
to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Key Holder Stock.

 1.6 In determining the number of shares of Key Holder Stock owned by a Key Holder for purposes of exercising the
rights under this Agreement, all shares of Key Holder Stock held by Affiliated Parties of such Key Holder shall be aggregated together (provided no share shall be attributed to more than one entity or person within any such group of Affiliated
Parties). For purposes of this Agreement, “Affiliated Party” means, with respect to a Key Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Key Holder,
including, without limitation, any general partner, member, officer or director of such Key Holder and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company
as, such Key Holder, and any family member of a Key Holder that is an individual or any trust for the benefit of a Key Holder or family member of a Key Holder. 
  

	2.	TRANSFERS BY A KEY HOLDER. 


2.1 Notice of Transfer. If a Key Holder (the “Transferring Key Holder”) proposes to Transfer any shares of
Key Holder Stock (the “Transfer Shares”), then the Transferring Key Holder shall promptly give written notice (the “Notice”) simultaneously to the Company and to each of the Investors at least thirty (30) days
prior to the closing of such Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Key Holder Stock to be transferred, the nature of such Transfer, the consideration to
be paid, and the name and address of each prospective purchaser or transferee. In the event that the Transfer is being made pursuant to the provisions of Section 3.1 or Section 3.2, the Notice shall state under which clause of
Section 3.1 or Section 3.2 the Transfer is being made. 
 2.2 Company Right of First Refusal.

 (a) The Company shall have right to purchase all or any part of the Transfer Shares for the consideration per share
and on the terms and conditions specified in the Notice. The Company must exercise such right no later than ten (10) days after such Notice is deemed under Section 6.7 hereof to have been delivered to it, by written notice to the
Transferring Key Holder. 

  
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 (b) In the event the Company does not exercise its right within such ten
(10) day period with respect to all of the Transfer Shares, the Company shall, on or before the last day of such period, give written notice of that fact to the Investors (the “Investor Notice”). The Investor Notice shall
specify the number of Transfer Shares not purchased by the Company (the “Remaining Transfer Shares”). 

(c) In the event the Company duly exercises its right to purchase all or part of the Transfer Shares, the closing of such purchase
shall take place at the offices of the Company on the date five (5) days after the expiration of such ten (10) day period; provided, however, that if the Participating Investors (as defined below) purchase any of the Remaining
Transfer Shares pursuant to Section 2.3 hereof, the closing of the purchase of the Transfer Shares by the Company shall take place on the same date as the Participating Investors consummate their purchase of Remaining Transfer Shares under
Section 2.3 hereof. 
 2.3 Investor Right of First Refusal. 

(a) Each Investor shall have the right, exercisable upon written notice to the Transferring Key Holder (the “Purchase
Notice”), which right must be exercised within fifteen (15) days after the receipt of the Investor Notice, to purchase up to its pro rata share of the Remaining Transfer Shares subject to the Investor Notice and on the same
terms and conditions as set forth in the Notice. Except as set forth in Section 2.3(c) hereof, the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Remaining Transfer
Shares being purchased by such Participating Investors, including payment of the purchase price, not more than five (5) days after expiration of the fifteen (15) day period set forth in this Section 2.3(a), and at such time the
Transferring Key Holder shall deliver to the Participating Key Holders the certificate(s) representing the Remaining Transfer Shares to be purchased by the Participating Key Holders, each certificate to be properly endorsed for transfer. 

(b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number
of Remaining Transfer Shares and (ii) a fraction, the numerator of which is the number of shares of Investor Stock held by the Participating Investor at the time of the Notice, and the denominator of which is the total number of shares of
Investor Stock held by all of the Investors at the time of the Notice. 
 (c) In the event that not all of the Investors
elect to purchase their respective pro rata shares of the Remaining Transfer Shares pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Transferring Key Holder shall promptly give written
notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of Remaining Transfer Shares not purchased by the other Investors, and shall offer such Participating Investors the right
to acquire such unsubscribed shares. Each Participating Investors shall have five (5) days after receipt of the Overallotment Notice to deliver a written notice to the Transferring Key Holder (the “Overallotment Purchase
Notice”) indicating the number of unsubscribed shares that such Participating Investor desires to purchase, and each such Participating Investor shall be entitled to purchase its pro rata share of the unsubscribed shares on the same
terms and conditions as set forth in the Notice. For purposes of this Section 2.3(c) the denominator described in clause (ii) of subsection 2.3(b) above shall be the total number of shares of Investor Stock held by all Participating
Investors at the time of the Notice. The Participating Key Holders shall then effect the purchase of the Remaining Transfer Shares to be purchased by such Participating Investors pursuant to this Section 2.3(c), including payment of the
purchase price, not more than five (5) days after delivery of their notice to the Transferring Key Holder under this Section 2.3(c), and at such time, the Transferring Key Holder shall deliver to the Participating Investors the
certificates representing the Remaining Transfer Shares to be purchased by such Participating Investor pursuant to this Section 2.3(c), each certificate to be properly endorsed for transfer. 

  
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 2.4 Right of Co-Sale. 

(a) In the event the Company and the Investors fail to exercise their respective rights to purchase all of the Transfer Shares
subject to Section 2.2 and Section 2.3 hereof, following the exercise or expiration of the rights of purchase set forth in Section 2.2 and Section 2.3, then the Transferring Key Holder shall thereafter be entitled to transfer the
Remaining Transfer Shares not so purchased. Each Investor that is not a Participating Investor (a “Co-Sale Right Holder”) shall have the right, in lieu of its right of first refusal pursuant to Section 2.3, exercisable upon
written notice to such Transferring Key Holder with a copy to the Company (the “Sale Participation Notice”), within twenty (20) days after receipt of the Notice (such twenty (20) day period, the “Exercise
Period”), to sell shares of Series E Stock on the same terms and conditions set forth in the Notice; provided that the price set forth in the Notice with respect to shares of Common Stock shall be appropriately adjusted based on the
conversion ratio of the Series E Stock to be sold. The Sale Participation Notice shall indicate the number of shares of Series E Stock such Co-Sale Right Holder (a “Participating Co-Sale Right Holder”) wishes to sell, which number
shall not exceed the total number of Transfer Shares specified in the Notice. The Transferring Key Holder shall communicate to the prospective purchaser of the Transfer Shares (the “Offeror”) that, in addition to the Remaining
Transfer Shares that were not purchased by Participating Investors pursuant to Section 2.3 hereof (the “Available Transfer Shares”), the additional shares of Series E Stock being offered by the Participating Co-Sale Right
Holder(s) (as set forth in the Sale Participation Notices) are available for purchase by the Offeror on the same terms and conditions as set forth in the Notice; provided that the price set forth in the Notice with respect to Shares of Common Stock
shall be appropriately adjusted based on the conversion ratio of the Series E Stock to be sold. 
 (b) If the Offeror
does not wish to purchase all of the Available Transfer Shares and all of the Investor Stock made available for purchase by the Participating Co-Sale Right Holders, then the Transferring Key Holder shall promptly notify each Participating Co-Sale
Right Holder of such fact (the “Proration Notice”). The Proration Notice shall indicate the total number of shares of Series E Stock the Offeror is willing to purchase (the “Total Transferred Shares”). Each
Participating Co-Sale Right Holder and the Transferring Key Holder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice (provided that the price set forth in the Notice with respect to shares of Common
Stock shall be appropriately adjusted based on the conversion ratio of the Series E Stock to be sold), a portion of the Total Transferred Shares, equal to the product obtained by multiplying (i) the aggregate number of Total Transferred Shares
and (ii) a fraction, the numerator of which is the number of shares of Common Stock held by such Transferring Key Holder or Series E Stock (on an as-converted basis) held by such Participating Co-Sale Right Holder, as the case may be, as of the
date of the Proration Notice, and the denominator of which is the number of shares of Common Stock and Series E Stock (on an as-converted basis) held in the aggregate by the Transferring Key Holder and the Participating Co-Sale Right Holder(s) as of
such date. 
 (c) If none of the Co-Sale Right Holders elect to sell shares of Series E Stock pursuant to
Section 2.4(a), then the Transferring Key Holder shall be entitled to sell to the Offeror, on the terms set forth in the Notice, all of the Available Transfer Shares. 
 (d) Each Co-Sale Right Holder who elects to participate in the Transfer pursuant to this Section 2.4 (a “Co-Sale Participant”) shall effect its participation in the Transfer
by promptly (and in any event prior to the anticipated closing date set forth in the Notice) delivering to the Transferring Key Holder for transfer to the Offeror one or more certificates, properly endorsed for transfer, which represent the number
of shares of Series E Stock which is at such time convertible into the number of shares of Common Stock which such Co-Sale Participant elects to sell pursuant to this Section 2.4; provided, however, that if the Offeror objects to the
delivery of Series E Stock in lieu of Common Stock, such Co-Sale Participant shall convert such Series E Stock into Common Stock pursuant to the relevant provisions 

  
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of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and deliver Common Stock. The Company agrees to make any such
conversion concurrent with and contingent upon the actual transfer of such shares to the purchaser. 
 (e) The stock
certificate or certificates that the Co-Sale Participant delivers to such Transferring Key Holder pursuant to Section 2.4(d) shall be transferred to the Offeror in consummation of the sale of the Series E Stock pursuant to the terms and
conditions specified in the Notice, and the Transferring Key Holder shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such
sale. To the extent that any Offeror prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, such Transferring Key Holder shall not sell to such
Offeror any Key Holder Stock unless and until, simultaneously with such sale, such Transferring Key Holder shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Notice.

 (f) The exercise or non-exercise of the rights of any Co-Sale Right Holder hereunder to participate in one or more
Transfers made by a Transferring Key Holder shall not adversely affect its right to participate in subsequent Transfers of Investor Stock subject to Section 2. 
 (g) The transactions contemplated by the Notice, including the exercise of any right of first refusal and/or co-sale rights under this Section 2, shall be consummated not later than ninety
(90) days after the expiration of the Exercise Period. Any proposed Transfer on terms and conditions more favorable than those described in the Co-Sale Notice, as well as any subsequent proposed Transfer of any of the Key Holder Stock by a
Transferring Key Holder, shall again be subject to the first refusal and co-sale rights of the Investors and shall require compliance by such Transferring Key Holder with the procedures described in this Section 2. 

 

	3.	EXEMPT TRANSFERS. 

 3.1 Key Holder Exempt Transfers. Notwithstanding the foregoing, the first refusal and co-sale rights of the Investors set forth in Section 2 above shall not apply to any transfer or
transfers by a Key Holder (a) which is to a trust, limited partnership or limited liability company of which the Key Holder serves as the managing partner or managing member, as the case may be, or to such Key Holder’s ancestors,
descendants or spouse or to trusts for the benefit of such persons or such Key Holder, (b) which is a bona fide gift, (c) which is a Transfer by the Key Holder of up to 2% of the Key Holder Stock held by such Key Holder as of the
date that such Key Holder first became party to this Agreement, or (d) to the Company; provided that in the event of any Transfer made pursuant to one of the exemptions provided by clauses (a), (b) and (c), the Transferring Key
Holder shall inform the Company and the Investors of such pledge, transfer or gift prior to effecting it, and the pledgee, transferee or donee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as
if it were a Key Holder hereunder, including without limitation Section 2. In the case of Key Holder Stock transferred under clauses (a) or (b) above, such transferred Key Holder Stock shall remain “Key Holder Stock”
hereunder, and such pledgee, transferee or donee shall be treated as the “Key Holder” for purposes of this Agreement. 

3.2 Notwithstanding the foregoing, the provisions of Section 2 hereof shall not apply to (i) the sale of any Key Holder
Stock to the public pursuant to an IPO or a Reverse Merger (as such terms are defined in the Certificate of Incorporation) or (ii) any sale of Key Holder Stock pursuant to an Acquisition or Asset Transfer (as such terms are defined in the
Certificate of Incorporation). 

  
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 3.3 This Agreement is subject to, and shall in no manner limit the right which the
Company may have to repurchase securities from any Key Holder pursuant to a stock restriction agreement or other agreement between the Company and any Key Holder entered into prior to the date hereof. 

 

	4.	LEGEND. 


4.1 Each certificate representing shares of Key Holder Stock now or hereafter owned by any Key Holder or issued to any person in
connection with a Transfer pursuant to Section 3.1 or 3.2 hereof shall be endorsed with the following legend: 
 “THE
SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED STOCK SALE AGREEMENT BY AND BETWEEN THE SHAREHOLDER, THE COMPANY AND CERTAIN HOLDERS
OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” 

4.2 The Key Holders agree that the Company may instruct its transfer agent to impose transfer restrictions on the shares
represented by certificates bearing the legend referred to in Section 5.1 above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed at the request of any Key Holder following
termination of this Agreement. 
  

	5.	MISCELLANEOUS. 

 5.1 Conditions to Exercise of Rights. Exercise of the Investors’ rights under this Agreement shall be subject to and conditioned upon, and each Transferring Key Holder and the Company
shall use their reasonable efforts to assist each Investor in, compliance with applicable laws. 
 5.2 Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. 
 5.3 “Market Stand-Off” Agreement. Each party hereto hereby agrees that such party shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter
into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such party (other than those included in the registration) for a period specified by the representative of
the underwriters of Common Stock (or other securities) of the Company, not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that:

 (a) such agreement shall apply only to the Company’s first firm commitment underwritten public offering of its
Common Stock registered under the Securities Act; 
 (b) all officers and directors of the Company enter into similar
agreements; and 
 (c) all holders of one percent (1%) or more of the outstanding capital stock enter into similar
agreements. 
 The Company agrees to use all reasonable efforts to ensure that the “lock-up” obligation of the parties
under this Section 6.3, and any agreement entered into by the parties as a result of their obligations under this Section 6.3, shall provide that all parties will participate on a pro-rata basis in any early release of portions of the
securities of any stockholder subject to such “lock-up” obligations. 

  
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 The Company may impose stop-transfer instructions with respect to the shares of Common Stock
(or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. 

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 6.3
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 any transferee required to become a party pursuant to Sections 3.1 or 3.2 hereof. 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. 
 5.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and
administrators and other legal representatives. The rights and obligations of the Company hereunder may not be assigned without the prior written consent of (i) 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 (ii) persons holding, in the aggregate, shares of Key Holder Stock representing at least a majority of the
voting power of all shares of Key Holder Stock then held by Key Holders and their permitted assignees. 
 5.6
Term. This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety: 

(a) the date of the closing of an IPO or a Significant Event; or 

(b) the date of the closing of an Acquisition or Asset Transfer. 

5.7 Ownership. Each of the Key Holders, severally and not jointly, represent and warrant that such Key Holder is (or will
be upon the Closing, as defined in the Purchase Agreement) the sole legal and beneficial owner of those shares of Key Holder Stock set forth opposite such Key Holder’s name on EXHIBIT B, and, if such Key Holder is an
individual, that he or she is (or will be upon the Closing) the sole legal and beneficial owner of such shares and that no other person has any interest (other than a community property interest) in such shares. 

  
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 5.8 Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature page hereof and to any other party at the address appearing on the books of the Company or at such address
as the Company, or such party, respectively, may designate by ten (10) days advance written notice to the other parties hereto. 
 5.9 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 

5.10 Entire Agreement. This Agreement and the Exhibits hereto, along with the Purchase Agreement and the other documents
delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written
representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or
agreements outside of this Agreement, the Purchase Agreement and the other Related Agreements (as defined in the Purchase Agreement). 
 5.11 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of Series E Stock pursuant to the Purchase Agreement, any
purchaser of such shares of Series E Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor” hereunder. 

5.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. 
 5.13 Termination of Prior Agreement.
The Prior Agreement is hereby terminated. Such termination is effective upon the execution of this Agreement by the Company and the parties required for termination pursuant to Section 9.3 of the Prior Agreement. Upon such execution, all
provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety by the provisions of this Agreement and shall have no further force to effect. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

  
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 The foregoing 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
		 		 	President and Chief Executive Officer
	
	Address:


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

			
	MAJOR INVESTOR(S):
	
	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. Lipak

	Robert W. Liptak
	Managing Director


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

					
	MAJOR INVESTOR:
	
	AIG ANNUITY INSURANCE COMPANY
		
	By:	 	 /s/ Marc H. Gamsin

		
	Print Name:	 	 Marc H. Gamsin

		
	Title:	 	 VP


  

					
	MAJOR INVESTOR:
	
	THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Marc H. Gamsin

		
	Print Name:	 	 Marc H. Gamsin

		
	Title:	 	 VP



  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

					
	MAJOR INVESTOR:
	
	GOLDMAN SACHS & CO., ON BEHALF OF
ITS
	PRINCIPAL STRATEGIES GROUP
		
	By:	 	 /s/ Kenneth H. Eberts III

		
	Print Name:	 	 Kenneth H. Eberts III

		
	Title:	 	 Managing Director



  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 
 GLOBUS MEDICAL, INC. 

JULY 23, 2007 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

	
	MAJOR INVESTOR:
	
	GS DIRECT, L.L.C.
	
	BY:
	 /s/ Gerry Cardinale

	NAME: Gerry Cardinale
	TITLE: Managing Director


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

													
	MAJOR INVESTOR(S):	 		 		 		 	
			
	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.,	 		 	By: Goldman Sachs PEP 2004 Employee Funds GP,
	General Partner	 		 	L.L.C., General Partner
	By: GSAM Gen-Par, L.L.C., Managing Member	 		 		 		 	
					
	By:	 	 /s/ Jennifer Barbetta
	 		 	By:	 	 /s/ Jennifer Barbetta

					
	Print Name:	 	 Jennifer Barbetta
	 		 	Print Name:	 	 Jennifer Barbetta

					
	Title:	 	 Authorized Signatory
	 		 	Title:	 	 Authorized Signatory

			
	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	 		 	By: GS PEP 2002 Direct Investment Advisors, L.L.C.,
	Advisors, Inc., General Partner	 		 	General Partner
		 		 		 		 	By: GSAM Gen-Par, L.L.C., Managing Member
						
	By:	 	 /s/ Jennifer Barbetta
	 		 		 		 	
		 		 		 		 	By:	 	 /s/ Jennifer Barbetta

	Print Name:	 	 Jennifer Barbetta
	 		 		 		 	
		 		 		 		 	Print Name:	 	 Jennifer Barbetta

	Title:	 	 Authorized Signatory
	 		 		 		 	
		 		 		 		 	Title:	 	 Authorized Signatory

			
	GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P.	 		 	MULTI-STRATEGY HOLDINGS, L.P.
					
		 		 		 		 	By: Multi-Strategy Holdings Offshore Advisors, Inc.,
	By: Goldman Sachs PEP 2004 Direct Investment	 		 	General Partner
	Advisors, L.L.C., General Partner	 		 		 		 	
	By: GSAM Gen-Par, L.L.C., Managing Member	 		 	By:	 	 /s/ Jennifer Barbetta

					
	By:	 	 /s/ Jennifer Barbetta
	 		 	Print Name:	 	 Jennifer Barbetta

					
	Print Name:	 	 Jennifer Barbetta
	 		 	Title:	 	 Authorized Signatory

						
	Title:	 	 Authorized Signatory
	 		 		 		 	
			
	 GOLDMAN SACHS INVESTMENT PARTNERS
 MASTER FUND, L.P.
	 		 	GOLDMAN SACHS PRIVATE EQUITY CONCENTRATED HEALTHCARE FUND OFFSHORE HOLDINGS, L.P.
					
	By:	 	 /s/ Michelle Barone
	 		 	By:	 	 /s/ Ryan Boucher

						
	Print Name:	 	 Michelle Barone
	 		 	Print Name:	 		 	 Ryan Boucher

					
	Title:	 	 Vice President
	 		 	Title:	 	 Vice President



  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 The foregoing AMENDED AND RESTATED
STOCK SALE AGREEMENT is hereby executed as of the date first above written. 
  

									
		 	KEY HOLDERS:	 		 		 	
			
	4 Spine, LLC	 		 	401k Profit Sharing Plan and Trust of Orthopaedic Associates, P.A. FBO Michael D. Mitchell
					
	By:	 	 /s/ David DeFrancis
	 		 	By:	 	 /s/ Michael D. Mitchell

		 	Name:  David DeFrancis	 		 		 	Name:  Michael D. Mitchell, M.D.
		 	Title:    Manager	 		 		 	
			
	 /s/ Allison Ager
	 		 	 /s/ Gregg Albano

	     Allison Ager	 		 	     Gregg Albano
				
		 		 		 	Amarjit S. Momi Credit Shelter Trust
				
	 /s/ Robert T. Alston
	 		 		 	
	     Robert T. Alston	 		 	By:	 	 /s/ Charanjit K. Momi

		 		 		 		 	Name:  Charanjit K. Momi
		 		 		 		 	Title:    Trustee
			
	 /s/ Neel Anand
	 		 	 /s/ Shawn Anderson

	     Neel Anand	 		 	     Shawn Anderson
			
	 /s/ Nick Ansari
	 		 	 /s/ Robert C. Antonelli

	     Nick Ansari	 		 	     Robert C. Antonelli
			
	Antonio DiSclafani, II, Trustee of the Family Trust created under the Donna L. DiSclafani Five Year GRAT II dated March 16, 2005	 		 	Antonio DiSclafani, II, Trustee of the GST Nonexempt Family Trust created under the Donna L. DiSclafani Five Year GRAT II dated March 16, 2005
					
		 		 		 	By:	 	 /s/ Antonio DiSclafani II

	By:	 	 /s/ Antonio DiSclafani II
	 		 		 	Name:  Antonio DiSclafani II
		 	Name:  Antonio DiSclafani II	 		 		 	Title:    Trustee
		 	Title:    Trustee	 		 		 	


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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		 		 		 	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,
		 		 		 	Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02
	 /s/ Paul Asdourian
	 		 	FBO B. Kaplan
	     Paul Asdourian	 		 		 	
					
		 		 		 	By:	 	 /s/ B. Kaplan

		 		 		 		 	Name:  B. Kaplan
		 		 		 		 	Title:    Co-Trustee
			
	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,	 		 	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,
	Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02	 		 	Ocala Neurosurgical Center M.P. Plan, dtd 6-13-02
	FBO B. Kaplan	 		 	FBO B. Kaplan
					
	By:	 	 /s/ A. DiSclafani
	 		 	By:	 	 /s/ M. Oliver

		 	Name:  A. DiSclafani	 		 		 	Name:  M. Oliver
		 	Title:    Co-Trustee	 		 		 	Title:    Co-Trustee
			
	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,	 		 	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,
	Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02	 		 	Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02
	FBO B. Kaplan	 		 	FBO B. Kaplan
					
	By:	 	 /s/ B. Kaplan
	 		 	By:	 	 /s/ A. DiSclafani

		 	Name:  B. Kaplan	 		 		 	Name:  A. DiSclafani
		 	Title:    Co-Trustee	 		 		 	Title:    Co-Trustee
				
	B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees,	 		 		 	
	Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02	 		 		 	
	FBO B. Kaplan	 		 	 /s/ Brian Bacon

		 		 		 	     Brian Bacon
					
	By:	 	 /s/ M. Oliver
	 		 		 	
		 	Name:  M. Oliver	 		 		 	
		 	Title:    Co-Trustee	 		 		 	
			
	 /s/ John P. Baker
	 		 	 /s/ Kelly J. Baker

	     John P. Baker	 		 	     Kelly J. Baker
			
	 /s/ Roy P. Baker
	 		 	 /s/ Richard A. Balderston

	     Roy P. Baker	 		 	     Richard A. Balderston


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ Daxes Banit
	 		 	 /s/ George Baran

	     Daxes Banit	 		 	     George Baran
			
	 /s/ John Christian Barrett
	 		 	 /s/ Cindy Beatty

	     John Christian Barrett	 		 	     Cindy Beatty
			
	 /s/ Sloan Beatty
	 		 	 /s/ Bernie L. Bell, Jr.

	     Sloan Beatty	 		 	     Bernie L. Bell, Jr.
			
	 /s/ Byard Bennett
	 		 	 /s/ Shalini Bennett

	     Byard Bennett	 		 	     Shalini Bennett
			
	 /s/ Cliff Benson, III
	 		 	 /s/ Clifton L. Benson, Jr.

	     Cliff Benson, III	 		 	     Clifton L. Benson, Jr.
				
	Berachah Foundation, Inc.	 		 		 	
				
		 		 		 	 /s/ William J. Beutler

		 		 		 	     William J. Beutler
					
	By:	 	 /s/ David D. Davidar
	 		 		 	
		 	Name:  David D. Davidar	 		 		 	
		 	Title:    President	 		 		 	
				
		 		 		 	Big Horn Associates, L.L.C.
				
	 /s/ David Bibbs
	 		 		 	
	     David Bibbs	 		 		 	
					
		 		 		 	By:	 	 /s/ David DeFrancis

		 		 		 		 	Name:  David DeFrancis
		 		 		 		 	Title:    Manager
			
	 /s/ Kevin Biggs
	 		 	 /s/ Alisha Anne Binder

	     Kevin Biggs	 		 	     Alisha Anne Binder


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ Larry Binder
	 		 	 /s/ Randolph Bishop

	     Larry Binder	 		 	     Randolph Bishop
			
	 /s/ Craig Bjelde
	 		 	 /s/ Michael E. Black

	     Craig Bjelde	 		 	     Michael E. Black
			
	 /s/ Todd Black
	 		 	 /s/ Antoinette Booth

	     Todd Black	 		 	     Antoinette Booth
			
	 /s/ Dennis Booth
	 		 	 /s/ Harry Booth

	     Dennis Booth	 		 	     Harry Booth
			
	 /s/ Mark D. Borden
	 		 	 /s/ Susan M. Bowers

	     Mark D. Borden	 		 	     Susan M. Bowers
			
	 /s/ Michael L. Boyer, II
	 		 	 /s/ Donald O. Bradley, III

	     Michael L. Boyer, II	 		 	     Donald O. Bradley, III
			
	 /s/ James Branch
	 		 	 /s/ Jamie Hanson Branch

	     James Branch	 		 	     Jamie Hanson Branch
			
	 /s/ Joseph Edwin Branch
	 		 	 /s/ Laura Caroline Branch

	     Joseph Edwin Branch	 		 	     Laura Caroline Branch
			
	 /s/ Michael Brannon
	 		 	 /s/ Lloyd Keith Brewton

	     Michael Brannon	 		 	     Lloyd Keith Brewton
			
	 /s/ Courtney Brown
	 		 	 /s/ Jason Timothy Burney

	     Courtney Brown	 		 	     Jason Timothy Burney


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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		 		 		 	C2R Investors LLC
				
	 /s/ Phillip Butler
	 		 		 	
	     Phillip Butler	 		 		 	
					
		 		 		 	By:	 	 /s/ Carolina Ceron-Canas

		 		 		 		 	Name:  Carolina Ceron-Canas
		 		 		 		 	Title:    President
			
	 /s/ Dave Cacioppo
	 		 	 /s/ Carolyn J. Campanella

	     Dave Cacioppo	 		 	     Carolyn J. Campanella
			
	 /s/ Janie W. Cannon
	 		 	 /s/ Stephen P. Cannon

	     Janie W. Cannon	 		 	     Stephen P. Cannon
			
	 /s/ Helen Cappuccino
	 		 	 /s/ Kevin Carouge

	     Helen Cappuccino	 		 	     Kevin Carouge
			
	 /s/ Jamie Carroll
	 		 	 /s/ John R. Casteel, II

	     Jamie Carroll	 		 	     John R. Casteel, II
			
	 /s/ Christopher C. Cavanaugh
	 		 	 /s/ Michael C. Chabot

	     Christopher C. Cavanaugh	 		 	     Michael C. Chabot
			
	Charles Schwab & Co. Inc. Custodian for Steven H. Tovey IRA-Rollover 89100044	 		 	Charles Schwab & Co. Inc. Custodian for Steven H. Tovey Simple IRA-88910987
					
	By:	 	 /s/ Steven H. Tovey
	 		 	By:	 	 /s/ Steven H. Tovey

		 	Name:  Steven H. Tovey	 		 		 	Name:  Steven H. Tovey
		 	Title:    Owner	 		 		 	Title:    Owner
			
	 /s/ Janet Chelladurai
	 		 	 /s/ Larisa Cherby

	     Janet Chelladurai	 		 	     Larisa Cherby


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ Thor G. Christensen
	 		 		 	
	     Thor G. Christensen	 		 		 	
			
	 /s/ Richard Colasante
	 		 	 /s/ Michael R. Cole

	     Richard Colasante	 		 	     Michael R. Cole
			
	 /s/ Suzanna Cole
	 		 	 /s/ Logan R. Collins

	     Suzanna Cole	 		 	     Logan R. Collins
			
	 /s/ Mark D. Copeland
	 		 	 /s/ Eric J. Corbin

	     Mark D. Copeland	 		 	     Eric J. Corbin
			
	 /s/ Charles Crowley
	 		 	 /s/ Walter P. Crye, Jr.

	     Charles Crowley	 		 	     Walter P. Crye, Jr.
			
	 /s/ Lukasz Curylo
	 		 	 /s/ Aubrie Cusumano

	     Lukasz Curylo	 		 	     Aubrie Cusumano
			
	D Team	 		 	Daniel Paul 2010 Grantor Retained Annuity Trust U/A 7/20/10
					
	By:	 	 /s/ Frank DeStefano
	 		 		 	
		 	Name:  Frank DeStefano	 		 	By:	 	 /s/ Daniel Paul

		 		 		 		 	Name:  Daniel Paul
		 		 		 		 	Title:    Trustee
				
		 		 		 	Davidar, David D., Trustee, Davidar 2009 Grantor Retained Annuity Trust U/A 8/6/09
	 /s/ Ravi P. Dattani
	 		 		 	
	     Ravi P. Dattani	 		 		 	
					
		 		 		 	By:	 	 /s/ David D. Davidar

		 		 		 		 	Name:  David D. Davidar
		 		 		 		 	Title:    Trustee


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	Davidar, John as Custodian for Jadon Davidar under the Pennsylvania Uniform Transfers to Minors Act	 		 	 /s/ David D. Davidar
      David D. Davidar

				
	By:	 	 /s/ John Davidar
	 		 	 /s/ Sarah G. Davidar

		 	Name:  John Davidar	 		 	      Sarah G. Davidar

		 	Title:    Custodian	 		 	
			
	 /s/ Charles Davidar
	 		 	 /s/ Sunitha Davidar

	     Charles Davidar	 		 	     Sunitha Davidar
			
	 /s/ David D. Davidar
	 		 	 /s/ David M. Demski

	     David D. Davidar	 		 	     David M. Demski
			
	 /s/ John Davidar
	 		 	 /s/ Frank DeStefano

	     John Davidar	 		 	     Frank DeStefano
			
	 /s/ Martin J. Dempsey, Jr.
	 		 	 /s/ Robert Deutsch

	     Martin J. Dempsey, Jr.	 		 	     Robert Deutsch
			
	 /s/ Vaneetha Demski
	 		 	 /s/ Page Benson Dickens

	     Vaneetha Demski	 		 	     Page Benson Dickens
			
	 /s/ Larry Deutsch
	 		 	 /s/ Anthony J. DiMarino, III

	     Larry Deutsch	 		 	     Anthony J. DiMarino, III
			
	 /s/ Visuvasam Dhanaraj
	 		 	
	     Visuvasam Dhanaraj	 		 	
			
	 /s/ Donald Dietze
	 		 	
	     Donald Dietze	 		 	


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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		 		 		 	Donald R. Johnson II 2010 Grantor Retained Annuity Trust I, dated July 1, 2010
	 /s/ John Doherty
	 		 		 	
	     John Doherty	 		 		 	
		 		 		 	By:	 	 /s/ Donald R. Johnson

		 		 		 		 	Name:  Donald R. Johnson
		 		 		 		 	Title:    Trustee
			
	Donald R. Johnson II 2011 Grantor Retained Annuity Trust I, dated July 1, 2011	 		 	Donna L. DiSclafani and Antonio DiSclafani, II, Co- Trustees of the Donna L. DiSclafani Revocable Trust dated June 7, 1993, as amended
					
	By:	 	 /s/ Donald R. Johnson
	 		 		 	
		 	Name:  Donald R. Johnson	 		 	By:	 	 /s/ Antonio DiSclafani, II

		 	Title:    Trustee	 		 		 	Name:  Antonio DiSclafani, II
		 		 		 		 	Title:    Co-Trustee
			
	Donna L. DiSclafani and Antonio DiSclafani, II, Co- Trustees of the Donna L. DiSclafani Revocable Trust dated June 7, 1993, as amended	 		 	Donna L. DiSclafani, Trustee of the Donna L. DiSclafani Grantor Retained Annuity Trust III dated September 16, 2009
					
	By:	 	 /s/ Donna L. DiSclafani
	 		 	By:	 	 /s/ Donna L. DiSclafani

		 	Name:	 	 Donna L. DiSclafani
	 		 		 	Name:  Donna L. DiSclafani
		 	Title:	 	Co-Trustee	 		 		 	Title:    Trustee
				
	 /s/ Michael E. Doran
	 		 		 	 /s/ John D. Dorchak

	     Michael E. Doran	 		 		 	     John D. Dorchak
				
	 /s/ John Dowling
	 		 		 	 /s/ William Duffield, Jr.

	     John Dowling	 		 		 	     William Duffield, Jr.
				
	 /s/ Christopher Duneske
	 		 		 	 /s/ James W. Dwyer

	     Christopher Duneske	 		 		 	     James W. Dwyer
				
	 /s/ Howard Dyer
	 		 		 	 /s/ Christopher Eddy

	     Howard Dyer	 		 		 	     Christopher Eddy


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ Willie S. Edwards, Jr.
	 		 	 /s/ David M. Ellis

	     Willie S. Edwards, Jr.	 		 	     David M. Ellis
			
	 /s/ Jeyakaran Emmanuel
	 		 	 /s/ Juanita H. Emmett

	     Jeyakaran Emmanuel	 		 	     Juanita H. Emmett
				
	Equity Trust Company Custodian FBO: Lawrence J. Gerrans IRA	 		 		 	
		 		 		 	 /s/ Phillip G. Esce

		 		 		 	     Phillip G. Esce
	By:	 	 /s/ Lawrence J. Gerrans
	 		 		 	
		 	Name:  Lawrence J. Gerrans	 		 	 /s/ Mark Etheridge

		 		 		 	     Mark Etheridge
			
	 /s/ Patricia L. Farnquist
	 		 	 /s/ Ira L. Fedder

	     Patricia L. Farnquist	 		 	     Ira L. Fedder
			
	 /s/ Michael F. Ferreri
	 		 	 /s/ Jason Ferris

	     Michael F. Ferreri	 		 	     Jason Ferris
			
	First Clearing, LLC FBO Vincent J. Silvaggio IRA	 		 	First Clearing, LLC for the benefit of John Doherty
					
	By:	 	 /s/ Vincent J. Silvaggio
	 		 	By:	 	 /s/ John Doherty

		 	Name:  Vincent J. Silvaggio	 		 		 	Name:  John Doherty
				
	First Clearing, LLC for the benefit of John Dowling	 		 		 	
				
		 		 		 	 /s/ Stephen Fisher

		 		 		 	     Stephen Fisher
	By:	 	 /s/ John Dowling
	 		 		 	
		 	Name:  John Dowling	 		 		 	
			
	 /s/ Robert E. Flandry, Jr.
	 		 	 /s/ Charles Stephen Foster, Jr.

	     Robert E. Flandry, Jr.	 		 	     Charles Stephen Foster, Jr.


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ David Fowler
	 		 	 /s/ Farhang Fracyon

	     David Fowler	 		 	     Farhang Fracyon
				
	 /s/ Stephen R. Froehlich
	 		 		 	
	     Stephen R. Froehlich	 		 		 	
			
	 /s/ Craig W. Fultz
	 		 	 /s/ Dale W. Gaines

	     Craig W. Fultz	 		 	     Dale W. Gaines
				
	Gary A. Dix , LLC	 		 		 	
				
		 		 		 	 /s/ Manny Gaspar

		 		 		 	     Manny Gaspar
	By:	 	 /s/ Gary A. Dix
	 		 		 	
		 	Name:  Gary A. Dix	 		 		 	
		 	Title:    Manager	 		 		 	
			
	 /s/ Karen M. Giordano
	 		 	 /s/ Elise Girasole

	     Karen M. Giordano	 		 	     Elise Girasole
				
	Girouard Childrens Trust, Marcia Currie Trustee	 		 		 	
				
		 		 		 	 /s/ Lisa Glassner

		 		 		 	     Lisa Glassner
	By:	 	 /s/ Marcia Currie
	 		 		 	
		 	Name:  Marcia Currie	 		 		 	
		 	Title:    Trustee	 		 		 	
				
		 		 		 	Glastein Capital Investors, LLC
				
	 /s/ Michael Glassner
	 		 		 	
	     Michael Glassner	 		 		 	
		 		 		 	By:	 	 /s/ Cary D. Glastein

		 		 		 		 	Name:  Cary D. Glastein
		 		 		 		 	Title:    Managing Partner
			
	 /s/ Chad Glerum
	 		 	 /s/ Michael Goldman

	     Chad Glerum	 		 	     Michael Goldman


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ Jeffrey Gordon
	 		 	 /s/ David Goss

	     Jeffrey Gordon	 		 	     David Goss
			
	 /s/ Joseph B. Gossman
	 		 	 /s/ Raul Granillo

	     Joseph B. Gossman	 		 	     Raul Granillo
			
	 /s/ Nicholas A. Grimaldi
	 		 	
	     Nicholas A. Grimaldi	 		 	
			
		 		 	 /s/ Brinal Gupta

		 		 	     Brinal Gupta
			
	 /s/ Matthew Hansell
	 		 	 /s/ Noah Hansell

	     Matthew Hansell	 		 	     Noah Hansell
			
	 /s/ Gregg E. Harris, Jr.
	 		 	 /s/ Robert L. Hash

	     Gregg E. Harris, Jr.	 		 	     Robert L. Hash
			
	 /s/ Grant Haugen
	 		 	 /s/ Ryan H. Hendricks

	     Grant Haugen	 		 	     Ryan H. Hendricks
			
	 /s/ Stephan Hess
	 		 	 /s/ Stefanie L. Hill

	     Stephan Hess	 		 	     Stefanie L. Hill
			
	 /s/ Terry A. Hill
	 		 	 /s/ Julie Hinojosa

	     Terry A. Hill	 		 	     Julie Hinojosa
			
	 /s/ Mark E. Hottle
	 		 	 /s/ Jerry H. Huber

	     Mark E. Hottle	 		 	     Jerry H. Huber


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ William D. Hunter
	 		 	 /s/ Dante Implicito

	     William D. Hunter	 		 	     Dante Implicito
			
	 /s/ Aditya V. Ingalhalikar
	 		 	 /s/ Andrew Iott

	     Aditya V. Ingalhalikar	 		 	     Andrew Iott
			
	 /s/ David Michael Iott
	 		 	 /s/ Matthew David Iott

	     David Michael Iott	 		 	     Matthew David Iott
			
	 /s/ Nancy Wise Iott
	 		 	 /s/ Nicholas Jon Iott

	     Nancy Wise Iott	 		 	     Nicholas Jon Iott
			
	IRA FBO Randolph C. Bishop Pershing LLC as Custodian	 		 	IRA NFS LLC/FMTC FBO: Lance Gomez Acct: 670-584576
					
	By:	 	 /s/ Larry Sanariago
	 		 	By:	 	 /s/ Lance Gomez

		 	Name:  Larry Sanariago	 		 		 	Name:  Lance Gomez
		 	Title:    SPV	 		 		 	Title:    President
				
		 		 		 	J. Bard McLean, Inc. Profit Sharing
				
	 /s/ Paul Iswariah
	 		 		 	
	     Paul Iswariah	 		 		 	
		 		 		 	By:	 	 /s/ J. Derek McLean

		 		 		 		 	Name:  J. Derek McLean
		 		 		 		 	Title:    President
			
	 /s/ Arthur James
	 		 	 /s/ Dhinakaran James

	     Arthur James	 		 	     Dhinakaran James
				
		 		 		 	Johnson Family Investments, LLC
				
	 /s/ James Jamison
	 		 		 	
	     James Jamison	 		 		 	
		 		 		 	By:	 	 /s/ John D. Johnson, Jr.

		 		 		 		 	Name:  John D. Johnson, Jr.


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	 /s/ David Johnston
	 		 	 /s/ Dennis J. Jones

	     David Johnston	 		 	     Dennis J. Jones
				
		 		 		 	Kanter, Geoffrey E. and Arnold M. Zaff, Trustees, GST Exempt Trust U/Will Richard T. Kanter
				
	 /s/ Fred Ingram Jones, Jr.
	 		 		 	
	     Fred Ingram Jones, Jr.	 		 		 	
		 		 		 	By:	 	 /s/ Geoffrey E. Kanter

		 		 		 		 	Name:  Geoffrey E. Kanter
		 		 		 		 	Title:    Co-Trustee
			
	Kanter, Geoffrey E. and Arnold M. Zaff, Trustees, GST Exempt Trust U/Will Richard T. Kanter	 		 	Karen M. Tovey, Trustee of the Karen M. Tovey Grantor Retained Annity Trust dated November 19, 2007
					
	By:	 	 /s/ Arnold M. Zaff
	 		 	By:	 	 /s/ Karen M. Tovey

		 	Name:  Arnold M. Zaff	 		 		 	Name:  Karen M. Tovey
		 	Title:    Co-Trustee	 		 		 	Title:    Trustee
			
	 /s/ Michael Keegan
	 		 	 /s/ John Kendle

	     Michael Keegan	 		 	     John Kendle
			
	 /s/ Glenn Kenney
	 		 	 /s/ Richard Kienzle

	     Glenn Kenney	 		 	     Richard Kienzle
			
	 /s/ Jennifer Kiss
	 		 	 /s/ David G. Kitchens

	     Jennifer Kiss	 		 	     David G. Kitchens
			
	 /s/ Gary Klass
	 		 	 /s/ Scott A. Kline

	     Gary Klass	 		 	     Scott A. Kline


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

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	KM Medical	 		 		 	
					
		 		 		 		 	 /s/ Donald K. Kolletzki

		 		 		 		 	     Donald K. Kolletzki
	By:	 	 /s/ Karen M. Tovey
	 		 		 	
		 	Name:  Karen M. Tovey	 		 		 	
		 	Title:    President	 		 		 	
				
	 /s/ Nilesh N. Kotecha
	 		 		 	 /s/ Terrence Koziara

	     Nilesh N. Kotecha	 		 		 	     Terrence Koziara
				
	 /s/ David Kraus
	 		 		 	 /s/ Nazariy Krokhtyak

	     David Kraus	 		 		 	     Nazariy Krokhtyak
				
	 /s/ Edward H. Kuckens
	 		 		 	 /s/ Anjali Samuel Kukde

	     Edward H. Kuckens	 		 		 	     Anjali Samuel Kukde
				
	 /s/ Deepa Praveen Kumar
	 		 		 	 /s/ Christopher A. Lacy

	     Deepa Praveen Kumar	 		 		 	     Christopher A. Lacy
				
	 /s/ Carolyn Elizabeth Landman
	 		 		 	 /s/ Eric C. Landman

	     Carolyn Elizabeth Landman	 		 		 	     Eric C. Landman
				
	 /s/ Steven D. Landman
	 		 		 	 /s/ Daniel Laskowitz

	     Steven D. Landman	 		 		 	     Daniel Laskowitz
				
	 /s/ Carl Lauryssen
	 		 		 	 /s/ Dawn Laverty

	     Carl Lauryssen	 		 		 	     Dawn Laverty
				
	 /s/ Andrew Lee
	 		 		 	 /s/ Jason Leigl

	     Andrew Lee	 		 		 	     Jason Leigl


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









							
	 /s/ Michael J. Lentz
	 		 	 /s/ Robert M. Lester

	     Michael J. Lentz	 		 	     Robert M. Lester
			
	 /s/ Craig S. Liberatore
	 		 	 /s/ Ralph H. Liberatore

	     Craig S. Liberatore	 		 	     Ralph H. Liberatore
			
	 /s/ James G. Lindley, Jr.
	 		 	 /s/ Stephanie Long

	     James G. Lindley, Jr.	 		 	     Stephanie Long
			
	 /s/ Steven C. Ludwig
	 		 	 /s/ Shawn Luna

	     Steven C. Ludwig	 		 	     Shawn Luna
			
	 /s/ Diana S. Malcolm
	 		 	 /s/ James R. Malcolm

	     Diana S. Malcolm	 		 	     James R. Malcolm
			
	 /s/ Brian Malm
	 		 	 /s/ Timothy P. Mann

	     Brian Malm	 		 	     Timothy P. Mann
			
	 /s/ Edward K. Mark, Jr.
	 		 	 /s/ Jeffrey D. Martin

	     Edward K. Mark, Jr.	 		 	     Jeffrey D. Martin
			
	 /s/ Michael Martin
	 		 	 /s/ Paul C. McAfee

	     Michael Martin	 		 	      Paul C. McAfee

			
	 /s/ Jason Mayfield
	 		 	
	     Jason Mayfield	 		 	


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	McCanney & Associates, Inc.	 		 		 	
				
		 		 		 	 /s/ Joshua McCloskey

		 		 		 	     Joshua McCloskey
	By:	 	 /s/ Mark McCanney
	 		 		 	
		 	Name:  Mark McCanney	 		 		 	
		 	Title:    President	 		 		 	
			
	 /s/ Jeffrey R. McConnell
	 		 	 /s/ Stephen C. McFee

	     Jeffrey R. McConnell	 		 	     Stephen C. McFee
			
	 /s/ Jared A. McGrath
	 		 	 /s/ J. Derek McLean

	     Jared A. McGrath	 		 	     J. Derek McLean
			
	 /s/ William Mcnett
	 		 	 /s/ Jane Branch McRee

	     William Mcnett	 		 	     Jane Branch McRee
				
	Medvest, LLC	 		 		 	
				
		 		 		 	 /s/ Michael J. Melchionni

		 		 		 	     Michael J. Melchionni
	By:	 	 /s/ Chris Tomaras
	 		 		 	
		 	Name:  Chris Tomaras	 		 		 	
		 	Title:    President	 		 		 	
				
		 		 		 	Millennium Trust Company, LLC Cust. FBO Joan Crosby Coney, IRA # 21354D836
	 /s/ Christopher B. Michelsen
	 		 		 	
	     Christopher B. Michelsen	 		 		 	
					
		 		 		 	By:	 	 /s/ Joan Coney

		 		 		 		 	Name:  Joan Coney
			
	 /s/ Thomas Miller
	 		 	 /s/ Paul W. Millhouse

	     Thomas Miller	 		 	     Paul W. Millhouse
			
	 /s/ William L. Mills
	 		 	 /s/ David Mitchell

	     William L. Mills	 		 	     David Mitchell


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	 /s/ Diane Mitchell
	 		 	 /s/ Kathleen M. Mitchell

	     Diane Mitchell	 		 	     Kathleen M. Mitchell
				
		 		 		 	Morgan Keegan & Co. Custodian for Andrew T. Rock SEP-IRA 70417068-1
	 /s/ Ryan Moore
	 		 		 	
	     Ryan Moore	 		 		 	
					
		 		 		 	By:	 	 /s/ Andrew T. Rock

		 		 		 		 	Name:  Andrew T. Rock
		 		 		 		 	Title:    SEP IRA Owner
			
	 /s/ John P. Mulgrew
	 		 	 /s/ Rob Mulligan

	     John P. Mulgrew	 		 	     Rob Mulligan
				
		 		 		 	 /s/ Andrew Brett Murphy

		 		 		 	     Andrew Brett Murphy
			
	 /s/ John Murphy
	 		 	 /s/ Jason Nash

	     John Murphy	 		 	     Jason Nash
			
	Neuro Spine Ventures LLC	 		 	NeuroMaxx Surgical, Inc.
					
	By:	 	 /s/ Andrew T. Rock
	 		 	By:	 	 /s/ Brad Odom

		 	Name:  Andrew T. Rock	 		 		 	Name:  Brad Odom
		 	Title:    Managing Partner	 		 		 	Title:    Principal
			
	NFS FBO Antoinette Booth IRA ACC# 675-353680	 		 	NFS FBO Harry Booth IRA ACC# 675-353671
					
	By:	 	 /s/ Antoinette Booth
	 		 	By:	 	 /s/ Harry Booth

		 	Name:  Antoinette Booth	 		 		 	Name:  Harry Booth
			
	 /s/ Marcin Niemiec
	 		 	 /s/ Michael O’Brien

	     Marcin Niemiec	 		 	     Michael O’Brien


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	Ocean Spine LLC	 		 		 	
				
		 		 		 	 /s/ Cindy S. Oliver

		 		 		 	     Cindy S. Oliver
	By:	 	 /s/ Doug Sarmousakis
	 		 		 	
		 	Name:  Doug Sarmousakis	 		 		 	
		 	Title:    Distribution Principal	 		 		 	
			
	 /s/ Mark D. Oliver
	 		 	 /s/ Raymond L. Oliver

	     Mark D. Oliver	 		 	     Raymond L. Oliver
			
	 /s/ Karen Olson
	 		 	 /s/ Terrance D. Olson

	     Karen Olson	 		 	     Terrance D. Olson
				
		 		 		 	Orthopedic Surgeon, P.C. Profit Sharing Plan and Trust FBO Daniel W. Michael
	 /s/ Patrick S. O’Neill
	 		 		 	
	     Patrick S. O’Neill	 		 		 	
					
		 		 		 	By:	 	 /s/ Daniel W. Michael

		 		 		 		 	Name:   Daniel W. Michael
			
	 /s/ Lisa W. Pandelidis
	 		 	 /s/ Thomas Parker

	     Lisa W. Pandelidis	 		 	     Thomas Parker
			
	 /s/ James Parolie
	 		 	 /s/ Jason M. Pastor

	     James Parolie	 		 	     Jason M. Pastor
				
		 		 		 	Paul, David C., as Trustee of the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10
	 /s/ Nirali Patel
	 		 		 	
	     Nirali Patel	 		 		 	
					
		 		 		 	By:	 	 /s/ David C. Paul

		 		 		 		 	Name:  David C. Paul
		 		 		 		 	Title:    Trustee
			
	 /s/ Daniel Paul
	 		 	 /s/ Daniel S. Paul

	     Daniel Paul	 		 	     Daniel S. Paul


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
			
	 /s/ David C. Paul
	 		 	
	     David C. Paul	 		 	
			
	 /s/ Sonali Paul
	 		 	 /s/ Preetha Paul

	     Sonali Paul	 		 	     Preetha Paul
			
	 /s/ James T. Pauwels
	 		 	 /s/ Steven Payne

	     James T. Pauwels	 		 	     Steven Payne
			
	 /s/ Jeffrey W. Peary
	 		 	 /s/ Walter C. Peppelman, Jr.

	     Jeffrey W. Peary	 		 	     Walter C. Peppelman, Jr.
			
	 /s/ R. Keith Perkins
	 		 	 /s/ Khiem Pham

	     R. Keith Perkins	 		 	     Khiem Pham
			
	Philip, Jayanthi as custodian for Jachin Philip under the PA Uniform Transfers to Minors Act	 		 	Philip, Jayanthi as custodian for Jonan Philip under the PA Uniform Transfers to Minors Act
					
	By:	 	 /s/ John Davidar
	 		 	By:	 	 /s/ John Davidar

		 	Name:  John Davidar	 		 		 	Name:  John Davidar
		 	Title:    Custodian	 		 		 	Title:    Custodian
			
	 /s/ Gladstone K. Philip
	 		 	 /s/ Jayanthi Philip

	     Gladstone K. Philip	 		 	     Jayanthi Philip
			
	 /s/ Matthew Frank Philips
	 		 	 /s/ Edward A. Pinkos, Jr.

	     Matthew Frank Philips	 		 	     Edward A. Pinkos, Jr.


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	 /s/ Steve Poletti
	 		 	 /s/ Ray Polito

	     Steve Poletti	 		 	     Ray Polito
				
		 		 		 	Powers Family Descendants Trust
				
	 /s/ Daniel A. Pontecorvo
	 		 		 	
	     Daniel A. Pontecorvo	 		 		 	
					
		 		 		 	By:	 	 /s/ Alexandros D. Powers

		 		 		 		 	Name:  Alexandros D. Powers
		 		 		 		 	Title:    Grantor to Trust
				
	Powers Family Descendants Trust	 		 		 	
				
		 		 		 	 /s/ Peter D. Quick

		 		 		 	     Peter D. Quick
	By:	 	 /s/ Peri A. DeOrio
	 		 		 	
		 	Name:  Peri A. DeOrio	 		 		 	
		 	Title:    Trustee	 		 		 	
				
		 		 		 	RBC Dain Rauscher Custodian FBO Paul Asdourian IRA
	 /s/ Shairali Rao
	 		 		 	
	     Shairali Rao	 		 		 	
					
		 		 		 	By:	 	 /s/ Paul Asdourian

		 		 		 		 	Name:  Paul Asdourian, MD
			
	 /s/ Edward Reilley
	 		 	 /s/ David S. Rendall

	     Edward Reilley	 		 	     David S. Rendall
			
	 /s/ Samuel J. Rendall
	 		 	 /s/ Charles B. Reynolds, Jr.

	     Samuel J. Rendall	 		 	     Charles B. Reynolds, Jr.
				
	Rezaiamiri, L.L.C.	 		 		 	
				
		 		 		 	 /s/ Gregory L. Rhinehart

		 		 		 	     Gregory L. Rhinehart
	By:	 	 /s/ Shahram Rezaiamiri
	 		 		 	
		 	Name:  Shahram Rezaiamiri	 		 		 	
			
	 /s/ William S. Rhoda
	 		 	 /s/ Richard Richardson

	     William S. Rhoda	 		 	     Richard Richardson


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
			
	 /s/ Julie Robbins
	 		 	 /s/ Paul V. Robbins

	     Julie Robbins	 		 	     Paul V. Robbins
			
	 /s/ R. Phil Roof, Jr.
	 		 	 /s/ Steven L. Rotola

	     R. Phil Roof, Jr.	 		 	     Steven L. Rotola
			
	 /s/ David Rubenstein
	 		 	 /s/ Scott A. Rushton

	     David Rubenstein	 		 	     Scott A. Rushton
			
	 /s/ J. Nicole Rutz
	 		 	 /s/ Kevin D. Rutz

	     J. Nicole Rutz	 		 	     Kevin D. Rutz
				
	Saint Francis Growth Fund	 		 		 	
				
		 		 		 	 /s/ Chad Weldon Saunders

		 		 	     Chad Weldon Saunders
	By:	 	 /s/ Kevin J. Makley
	 		 		 	
		 	Name:  Kevin J. Makley	 		 		 	
		 	Title:    President	 		 		 	
			
		 		 	Schultz Ventures, LLC
				
	 /s/ Carla Schaaphok
	 		 		 	
	     Carla Schaaphok	 		 		 	
					
		 		 		 	By:	 	 /s/ Karl D. Schultz Jr.

		 		 		 		 	Name:  Karl D. Schultz Jr.
		 		 		 		 	Title:    Managing Partner
			
	 /s/ Arnold M. Schwartz
	 		 	 /s/ Suken A. Shah

	     Arnold M. Schwartz	 		 	     Suken A. Shah
			
	 /s/ Adam H. Shain
	 		 	 /s/ Lewis S. Sharps

	     Adam H. Shain	 		 	     Lewis S. Sharps


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	 /s/ Melanie Sharps
	 		 	 /s/ Joshua L. Shiels

	     Melanie Sharps	 		 	     Joshua L. Shiels
			
	 /s/ Ouida Simpson
	 		 	 /s/ Selwyn Simpson

	     Ouida Simpson	 		 	     Selwyn Simpson
			
	 /s/ Rupinder Singh
	 		 	 /s/ Amit Sinha

	     Rupinder Singh	 		 	     Amit Sinha
			
	 /s/ David N. Smith
	 		 	 /s/ Michael L. Smith

	     David N. Smith	 		 	     Michael L. Smith
				
		 		 		 	Spine Capital Partners II, LLC
				
	 /s/ Patrick Smith
	 		 		 	
	     Patrick Smith	 		 		 	
					
		 		 		 	By:	 	 /s/ Dale W. Gaines

		 		 		 		 	Name:  Dale W. Gaines
		 		 		 		 	Title:    Owner
			
	Spine Capital Partners, LLC	 		 	
				
		 		 		 	 /s/ Scott C. Stein

		 		 		 	     Scott C. Stein
	By:	 	 /s/ Dale W. Gaines
	 		 		 	
		 	Name:  Dale W. Gaines	 		 		 	
		 	Title:    Manager	 		 		 	
			
	 /s/ Don O. Stovall, Jr.
	 		 	 /s/ Jerry Stovall

	     Don O. Stovall, Jr.	 		 	     Jerry Stovall
			
	 /s/ Brian J. Sullivan
	 		 	 /s/ Laurie Summers

	     Brian J. Sullivan	 		 	     Laurie Summers


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	 /s/ John Sutcliffe
	 		 	 /s/ Cynthia Maurer Sutton

	     John Sutcliffe	 		 	     Cynthia Maurer Sutton
				
		 		 		 	T-10 Investments
				
	 /s/ Douglas C. Sutton
	 		 		 	
	     Douglas C. Sutton	 		 		 	
		 		 		 	By:	 	 /s/ Anthony J. Pedro

		 		 		 		 	Name:  Anthony J. Pedro
	T-10 Investments	 		 		 	
				
		 		 		 	 /s/ Brandon Tanguay

		 		 		 	     Brandon Tanguay
	By:	 	 /s/ Greg Lodsdon
	 		 		 	
		 	Name:  Greg Lodsdon	 		 		 	
		 		 		 	TD Ameritrade Clearing Inc. Custodian FBO Brian Kubler IRA
	 /s/ Michael R. Tanner
	 		 		 	
	     Michael R. Tanner	 		 		 	
		 		 		 	By:	 	 /s/ Brian Kubler

		 		 		 		 	Name:  Brian Kubler
				
		 		 		 	TECHNOMED HOLDINGS LLC
				
	 /s/ Frederick A. Tecce
	 		 		 	
	     Frederick A. Tecce	 		 		 	
		 		 		 	By:	 	 /s/ Lawrence J. Binder, Jr.

		 		 		 		 	Name:  Lawrence J. Binder, Jr.
		 		 		 		 	Title:    Manager
				
	The 2010 Kamaldeep S. Momi Family Dynasty Trust	 		 		 	
	DTD 9-14-2010	 		 		 	
					
	By:	 	 /s/ Navjot Singh
	 		 		 	
		 	Name:  Navjot Singh	 		 		 	
		 	Title:    Trustee	 		 		 	
			
	 /s/ Gregory Scott Thompson
	 		 	 /s/ Duane Tice

	     Gregory Scott Thompson	 		 	     Duane Tice


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	 /s/ Trenton T. Tillman, III
	 		 	 /s/ Karen M. Tovey

	     Trenton T. Tillman, III	 		 	     Karen M. Tovey
			
	 /s/ Jason C. Travis
	 		 	 /s/ Sue Tremlett

	     Jason C. Travis	 		 	     Sue Tremlett
			
	 /s/ G. Todd Turner
	 		 	 /s/ Tisha Sue Turner

	     G. Todd Turner	 		 	     Tisha Sue Turner
			
	 /s/ Leon Turo
	 		 	 /s/ Joseph T. Ullrich

	     Leon Turo	 		 	     Joseph T. Ullrich
			
	 /s/ Candace A. Undercuffler
	 		 	 /s/ W. Christopher Urban

	     Candace A. Undercuffler	 		 	     W. Christopher Urban
			
	 /s/ Luke A. Urtz
	 		 	 /s/ Alexander R. Vaccaro

	     Luke A. Urtz	 		 	     Alexander R. Vaccaro
			
	 /s/ Paul P. Vessa
	 		 	 /s/ Todd K. Volk

	     Paul P. Vessa	 		 	     Todd K. Volk
			
	 /s/ John Wadsworth
	 		 	 /s/ Richard Washburn

	     John Wadsworth	 		 	     Richard Washburn
			
	 /s/ Kimberly Weaner
	 		 	 /s/ Jonathan Weller

	     Kimberly Weaner	 		 	     Jonathan Weller
				
	 /s/ Jane R. Wendt
	 		 		 	
	     Jane R. Wendt	 		 		 	


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 









									
	Whynot LLC	 		 		 	
				
		 		 		 	 /s/ Carol M. Wildermuth

		 		 		 	     Carol M. Wildermuth
	By:	 	 /s/ Mark Christensen
	 		 		 	
		 	Name:  Mark Christensen	 		 		 	
		 	Title:    Manager	 		 		 	
			
	 /s/ Malcolm Williams
	 		 	 /s/ Thomas A.S. Wilson, Jr.

	     Malcolm Williams	 		 	     Thomas A.S. Wilson, Jr.
			
	 /s/ Brian Wise
	 		 	 /s/ Steven B. Wolf

	     Brian Wise	 		 	     Steven B. Wolf
			
	 /s/ Curtis Worthington, M.D.
	 		 	 /s/ Arthur C. Wotiz

	     Curtis Worthington, M.D.	 		 	     Arthur C. Wotiz
			
	 /s/ Lizbeth Branch Wright
	 		 	 /s/ James Wurtz

	     Lizbeth Branch Wright	 		 	     James Wurtz
			
		 		 	 /s/ Michal Zentko

		 		 	     Michal Zentko


  

AMENDED AND RESTATED STOCK SALE AGREEMENT

 SIGNATURE PAGE 








 EXHIBIT A 

LIST OF INVESTORS 
 Name of Investor 
  
 Clarus Lifesciences I, L.P. 
 GS Direct, L.L.C. 

Goldman Sachs Investment Partners Master Fund, L.P. 
 Goldman Sachs Private Equity Concentrated Healthcare Fund Offshore Holdings, L.P. 
 Goldman Sachs
Private Equity Partners 2004, L.P. 
 Goldman Sachs Private Equity Partners 2004 Offshore Holdings, L.P. 

Goldman Sachs Private Equity Partners 2004 – Direct Investment Fund, L.P. 
 Goldman Sachs Private Equity Partners 2004 Employee Fund, L.P. 
 GS Private Equity Partners 2002
– Direct Investment Fund, L.P. 
 Multi-Strategy Holdings, L.P. 
 AIG Annuity Insurance Company 
 The Variable Annuity Life Insurance Company 

Troy Fukumoto 

  

AMENDED AND RESTATED STOCK SALE AGREEMENT









 EXHIBIT B 

LIST OF KEY HOLDERS 
 4
Spine, LLC 
 Ager, Allison 
 Albano,
Gregg 
 Alston, Robert T. 
 Anand, Neel

 Anderson, Shawn 
 Ansari, Nick

 Antonelli, Robert C. 
 Asdourian,
Paul 
 RBC Dain Rauscher Custodian FBO Paul Asdourian IRA 
 Bacon, Brian 
 B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees, Ocala Neurosurgical Center M.P.
Plan, dtd 6-13-02 FBO B. Kaplan 
 B. Kaplan, A. DiSclafani and M. Oliver, CoTrustees, Ocala Neurosurgical Center P.S. Plan, dtd 6-13-02 FBO B.
Kaplan 
 Baker of Longwood Limited Family Partnership 
 Baker, John P. 
 Baker, Kelly J. 
 Baker, Roy P. 
 Balderston, Richard A. 
 Banit, Daxes 
 Baran, George 
 Barrett, John Christian 
 Beatty, Sloan and Cindy 

Bell, Bernie L., Jr. 
 Bennett, Byard and Shalini

 Benson, Cliff, III 
 Benson, Jr.,
Clifton L. 
 Berachah Foundation, Inc. 

Beutler, William J. 
 Bibbs, David 

Big Horn Associates, L.L.C. 
 Biggs, Kevin

 Binder, Larry 
 Binder, Alisha Anne

 Bishop, Randolph 
 IRA FBO Randolph
C. Bishop Pershing LLC as Custodian 
 Bjelde, Craig 
 Black, Michael E. 
 Black, Todd 
 Booth, Dennis 
 Booth, Harry and Antoinette 

NFS FBO Harry Booth IRA ACC# 675-353671 
 NFS FBO
Antoinette Booth IRA ACC# 675-353680 
 Borden, Mark D. 
 Bowers, Susan M. 
 Boyer, Michael L. II 
 Bradley, III, Donald O. 

  

RIGHT OF FIRST REFUSAL AND
CO-SALE AGREEMENT 








 Branch, James 
 Branch, Jamie Hanson 
 Branch, Joseph Edwin Branch 

Branch, Laura Caroline 
 Brannon, Michael

 Brewton, Lloyd Keith 
 Brown,
Courtney 
 Brundage, Patricia A. 

Burney, Jason Timothy 
 Butler, Phillip

 C2R Investors LLC 
 Cacioppo, Dave

 Campanella, Carolyn J. 
 Cannon,
Janie W. 
 Cannon, Stephen P. 

Cappuccino, Helen 
 Carouge, Kevin 

Carroll, Jamie 
 Casteel, II, John R. 

Cavanaugh, Christopher C. 
 Chabot, Michael C.

 Chelladurai, Janet 
 Cherby, Larisa

 Chokshi, Rakesh Pravin 
 Christensen,
Thor G. 
 Colasante, Richard 
 Cole,
Michael R. 
 Cole (Posner), Suzanna 

Collins, Logan R. 
 Millennium Trust Company, LLC
Cust. FBO Joan Crosby Coney, IRA # 21354D836 
 Copeland, Mark D. 
 Corbin, Eric J. 
 Crowley, Charles 
 Crye, Jr., Walter P. 
 Curylo, Lukasz 
 Cusumano, Aubrie 
 D Team 
 Daftari, Tapan K. 
 Dattani, Ravi P. 
 Davidar, Charles 
 Davidar, David D. 
 Davidar, David D. and Sarah G. (as joint tenants with the right of survivorship) 
 Davidar, David
D., Trustee, Davidar 2009 Grantor Retained Annuity Trust U/A 8/6/09 
 Davidar, John 
 Davidar, John and Sunitha 
 Davidar, John, as Custodian for Jadon Davidar pursuant to the PA
Uniform Transfers to Minors Act 
 Dempsey, Martin J., Jr. 
 Demski, David M. 
 Maxine C. Demski, Trustee of the Maxine C. Demski Trust 

Demski, Vaneetha 
 Deol, Gurvinder S. 

DeStefano, Frank 
 Deutsch, Larry 

Deutsch, Robert 

  

AMENDED AND RESTATED STOCK SALE AGREEMENT









 Dhanaraj, Visuvasam 
 Dickens, Page Benson 
 Dietze, Donald 
 DiMarino, Anthony J. III 
 Donna L. DiSclafani and Antonio DiSclafani, II, Co-Trustees of the Donna
L. DiSclafani Revocable Trust dated June 7, 1993, as amended 
 Antonio DiSclafani, II, Trustee of the Family Trust created under the Donna
L. DiSclafani Five Year GRAT II dated March 16, 2005 
 Antonio DiSclafani, II, Trustee of the GST Nonexempt Family Trust created under the
Donna L. DiSclafani Five Year GRAT II dated March 16, 2005 
 Donna L. DiSclafani, Trustee of the Donna L. DiSclafani Grantor Retained
Annuity Trust III dated September 16, 2009 
 Doherty, John 
 First Clearing, LLC for the benefit of John Doherty 
 Doran, Michael E. 

Dorchak, John D. 
 Dowling, John 

First Clearing, LLC for the benefit of John Dowling 
 Duffield, Jr., William 
 Duneske, Christopher 

Dunford, Philip J. and Margaret A. 
 Dwyer, James
W. 
 Dyer, Howard 
 Eddy, Christopher

 Edwards, Willie S., Jr. 
 Ellis,
David M. 
 Emmanuel, Jeyakaran 

Emmett, Juanita H. 
 Equity Trust Company
Custodian FBO: Lawrence J. Gerrans IRA 
 Esce, Phillip G. 
 Eskew, Eric 
 Etheridge, Mark 
 Farnquist, Patricia L. 
 Fedder, Ira L. 
 Ferreri, Michael F. 
 Ferris, Jason 
 First Clearing, LLC FBO Vincent J. Silvaggio IRA 
 Fisher, Stephen 

Flandry, Robert E., Jr. 
 Foster, Charles
Stephen, Jr. 
 Fowler, David 
 Fracyon,
Farhang 
 Froehlich, Stephen R. 

Fultz, Craig W. 
 Gaines, Dale W. 

Gary A. Dix , LLC 
 Gaspar, Manny 

Steve H. Gilman IRA Charles Schwab & Co., Inc. Custodian 
 Giordano, Karen M. 
 Girasole, Elise 
 Girouard Childrens Trust, Marcia Currie Trustee 
 Glassner, Michael and Lisa 

Glastein Capital Investors, LLC 
 Glerum, Chad


  

AMENDED AND RESTATED STOCK SALE AGREEMENT









 Goldman, Michael 
 IRA NFS LLC/FMTC FBO: Lance Gomez Acct: 670-584576 
 Gordon, Jeffrey 

Goss, David 
 Gossman, Joseph B. 

Granillo, Raul 
 Grimaldi, Nicholas A.

 Gupta, Brinal 
 Hansell, Matthew

 Hansell, Noah 
 Harris, Jr., Gregg E.

 Hash, Robert L. 
 Haugen, Grant

 Hendricks, Ryan H. 
 Herkowitz, Harry

 Hess, Stephan 
 Hill, Stefanie L.

 Hill, Terry A. 
 Hinojosa, Julie

 Hottle, Mark E. 
 Howat, Mark

 Huber, Jerry H. 
 Hunter, William D.

 Implicito, Dante 
 Ingalhalikar,
Aditya V. 
 Iott, Andrew 
 Iott, David
Michael 
 Iott, Matthew David 
 Iott,
Nancy Wise 
 Iott, Nicholas Jon 

Iswariah, Paul 
 James, Arthur 

James, Dhinakaran 
 Jamison, James 

Johnson Family Investments, LLC 
 Donald R.
Johnson II 2010 Grantor Retained Annuity Trust I, dated July 1, 2010 
 Donald R. Johnson II 2011 Grantor Retained Annuity Trust I, dated
July 1, 2011 
 Johnston, David 

Jones, Dennis J. 
 Jones, Fred Ingram Jr.

 Kanter, Geoffrey E. and Arnold M. Zaff, Trustees, GST Exempt Trust U/Will Richard T. Kanter 

Keegan, Michael 
 Keim, Kelly B. 

Kendle, John 
 Kenney, Glenn 

Kessler, Chad M. 
 Khanna, Nitin 

Charles Schwab Trust Company Trustee United Anesthesia Services, P.C. 401(k) Plan FBO Patricia Kienzle 

Kienzle, Peter 
 Kienzle, Peter and Amy

 Kienzle, Rand E. 
 Kienzle, Richard

 Kiss, Jennifer 
 Kitchens, David G.


  

AMENDED AND RESTATED STOCK SALE AGREEMENT










	
	Klass, Gary
	Kline, Scott A.
	KM Medical
	Kolletzki, Donald K.
	Kotecha, Nilesh N.
	Koziara, Terrence
	Kraus, David
	Krokhtyak, Nazariy
	Kuckens, Edward H.
	Kukde, Anjali Samuel
	Kumar, Deepa Praveen
	Lacy, Christopher A.
	Laidhold, Erik
	Landman, Carolyn Elizabeth
	Landman, Eric C.
	Landman, Steven D.
	Laskowitz, Daniel
	Lauryssen, Carl
	Laverty, Dawn
	Lee, Andrew
	Leigl, Jason
	Lentz, Michael J.
	Lester, Robert M.
	Liberatore, Craig S.
	Liberatore, Ralph H.
	Lindley, James G., Jr.
	Logan, John B.
	Long, James
	Long, Stephanie
	Ludwig, Steven C.
	Luna, Shawn
	Malcolm, Diana S.
	Malcolm, James R.
	Malm, Brian
	Mann, Timothy P.
	Mark, Edward K., Jr.
	Martin, Jeffrey D.
	Martin, Michael
	Mayfield, Jason
	McAfee, Paul C.
	McFee, Stephen C.
	McCanney & Associates, Inc.
	McCloskey, Joshua
	McConnell, Jeffrey R.
	McGrath, Jared A.
	J. Bard McLean, Inc. Profit Sharing Plan
	McLean, J. Derek
	Mcnett, William
	McRee, Jane Branch
	McShea, John P.
	Medvest, LLC
	Melchionni, Michael J.
	Michelsen, Christopher B.
	Miller, Thomas
	Millhouse, Paul W.


  

AMENDED AND RESTATED STOCK SALE AGREEMENT










	
	Mills, William L.
	Mitchell, David
	Mitchell, Diane
	Mitchell, Kathleen M.
	401k Profit Sharing Plan and Trust of Orthopaedic Associates, P.A. FBO Michael D. Mitchell
	Amarjit S. Momi Credit Shelter Trust
	The 2010 Kamaldeep S. Momi Family Dynasty Trust DTD 9-14-2010
	Montalbano, Paul J.
	Moore, Ryan
	Morrissey, Patrick W. and Maribeth D.
	Mulgrew, John P.
	Mulligan, Rob
	Murphy, Andrew Brett
	Murphy, John
	Murray, Rhett
	Nash, Jason
	Neuro Spine Ventures LLC
	NeuroMaxx Surgical, Inc.
	Niemiec, Marcin
	O’Brien, Michael
	Ocean Spine LLC
	Oliver, Mark D. and Cindy S. (as tenants by the entireties)
	Oliver, Raymond L.
	Olson, Terrance D. and Karen
	O’Neill, Patrick S.
	Orthopedic Surgeon, P.C. Profit Sharing Plan and Trust FBO Daniel W. Michael
	Pandelidis, Lisa W.
	Parker, Thomas
	Parolie, James
	Pastor, Jason M.
	Patel, Nirali
	Daniel Paul 2010 Grantor Retained Annuity Trust U/A 7/20/10
	Paul, Daniel
	Paul, Daniel S. and Preetha
	Paul, David C.
	Paul, David C. and Sonali (as joint tenants with the right of survivorship)
	Paul, David C., as Trustee of the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10
	Pauwels, James T.
	Payne, Steven
	Peary, Jeffrey W.
	Peppelman, Walter C., Jr.
	Perkins, R. Keith
	Pham, Khiem
	Philip, Gladstone K.
	Philip, Jayanthi
	Philip, Jayanthi as custodian for Jachin Philip under the PA Uniform Transfers to Minors Act
	Philip, Jayanthi as custodian for Jonan Philip under the PA Uniform Transfers to Minors Act
	Philips, Matthew Frank
	Pinkos, Jr., Edward A.
	Pinnacle Orthopaedics and Sports Medicine Specialists, LLC
	Poletti, Steve
	Polito, Ray
	Pontecorvo, Daniel A.
	Powers Family Descendants Trust


  

AMENDED AND RESTATED STOCK SALE AGREEMENT










	
	Quick, Peter D.
	Rao, Shairali
	Reilley, Edward
	Rendall, David S.
	Rendall, Samuel J.
	Reuben, Jeffrey M.
	Reynolds, Charles B., Jr.
	Rezaiamiri, L.L.C.
	Rhinehart, Gregory L.
	Rhoda, William S.
	Richardson, Richard
	Robbins, Paul V. and Julie
	Morgan Keegan & Co. Custodian for Andrew T. Rock SEP-IRA 70417068-1
	Roof, R. Phil, Jr.
	Rotola, Steven L.
	Rubenstein, David
	Rushton, Scott A.
	Rutz, Kevin D. and J. Nicole
	Saget, Norma
	Saint Francis Growth Fund
	Sampath, Prakash
	Saunders, Chad Weldon
	Schaaphok, Carla
	Schultz Ventures, LLC
	Schwartz, Arnold M.
	Sengupta, Dilip Kumar
	Shah, Suken A.
	Shain, Adam H.
	Sharps, Lewis S. and Melanie
	Shiels, Joshua L.
	Sinha, Amit
	Shirley, Erickson
	Simpson, Selwyn and Ouida
	Singh, Rupinder
	Small, John M. and Michele K. (as tenants by the entireties)
	Smith, David N.
	Smith, Michael L.
	Smith, Patrick
	Spine Capital Partners, LLC
	Spine Capital Partners II, LLC
	Stauber, Sharon
	Stein, Scott C.
	Stovall, Don O., Jr.
	Stovall, Jerry
	Sullivan, Brian J.
	Summers, Laurie
	Sutcliffe, John
	Sutton, Douglas C. and Cynthia Maurer Sutton
	T-10 Investments
	TD Ameritrade Clearing Inc. Custodian FBO Brian Kubler IRA
	Tanguay, Brandon
	Tanner, Michael R.
	Tecce, Frederick A.
	TECHNOMED HOLDINGS LLC
	


  

AMENDED AND RESTATED STOCK SALE AGREEMENT










	
	Thompson, Gregory Scott
	Tice, Duane
	Tillman, III, Trenton T.
	Tomaras, Christopher R.
	Tovey, Karen M.
	Karen M. Tovey, Trustee of the Karen M. Tovey Grantor Retained Annity Trust dated November 19, 2007
	Charles Schwab & Co. Inc. Custodian for Steven H. Tovey IRA-Rollover 89100044
	Charles Schwab & Co. Inc. Custodian for Steven H. Tovey Simple IRA-88910987
	Travis, Jason C.
	Tremlett, Sue
	Turek, Caroline A.
	Turner, G. Todd
	Turner, Tisha Sue
	Turo, Leon
	Tyndall, Dwight S.
	Ullrich, Joseph T.
	Undercuffler, Candace A.
	Urban, W. Christopher
	Urtz, Luke A.
	Vaccaro, Alexander R.
	Velazco, Antenor
	Vessa, Paul P.
	Vogler, Matthew J.
	Volk, Todd K.
	Vresilovic LLC
	Wadsworth, John
	Washburn, Richard
	Weaner, Kimberly
	Weller, Jonathan
	Wendt, Jane R.
	Whynot LLC
	Wildermuth, Carol M.
	Williams, Malcolm
	Wilson, Thomas A.S., Jr.
	Wise, Brian
	Wolf, Steven B.
	Worthington, Curtis, M.D.
	Wotiz, Arthur C.
	Wright, Lizbeth Branch
	Wurtz, James
	Zeidman, Seth
	Zentko, Michal


  

AMENDED AND RESTATED STOCK SALE AGREEMENT