Voting Agreement



 Exhibit 10.2 
 GLOBUS MEDICAL, INC. 
 VOTING AGREEMENT 

JULY 23, 2007 







 GLOBUS MEDICAL, INC. 

VOTING AGREEMENT 
 THIS VOTING 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”), and those certain holders of the Company’s voting stock listed on EXHIBIT A hereto
(the “Key Common Holders”) and the persons and entities listed on EXHIBIT B hereto (the “Investors” and, together with the Key Common Holders, the “Holders”). 

RECITALS 
 WHEREAS, the Key Common Holders are beneficial owners of shares of the Class B Common Stock and Class A Common Stock of the Company; 

WHEREAS, the 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 of the Purchase Agreement are conditioned upon the execution and delivery of this
Agreement; and 
 WHEREAS, in connection with the consummation of the Financing, the Company, the Key
Common Holders and the Investors have agreed to provide for the future voting of their shares of the Company’s capital stock as set forth below. 
 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: 
 AGREEMENT 

 

	1.	VOTING. 

 1.1 As
used in this Agreement, “Affiliated Party” means, with respect to a Holder, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Holder, including, without limitation,
any general partner, member, officer or director of such Holder, 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 Holder, any family member of a
Holder that is an individual or trust for the benefit of a Holder or family member of a Holder. 
 1.2 Key Common Holder
Shares; Investor Shares. 
 (a) The Key Common Holders each agree to hold all shares of voting capital stock of the
Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Key Common Holders after the date hereof (hereinafter
collectively referred to as the “Key Common Holder Shares”) subject to, and to vote or cause to be voted the Key Common Holder Shares in accordance with, the provisions of this Agreement. 

  
 1. 









 (b) The Investors each agree to hold all shares of voting capital stock of the
Company (including but not limited to all shares of Series E Stock and all shares of Common Stock issued upon conversion of the Series E Stock) registered in their respective names or beneficially owned by them as of the date hereof and any and all
other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote or cause to be voted the
Investor Shares in accordance with, the provisions of this Agreement. 
 1.3 Election of Directors. On all matters
relating to the election of directors of the Company, the Key Common Holders and the Investors agree to vote all Key Common Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent
of the holders of capital stock of the Company), respectively, so as to elect members of the Company’s Board of Directors (the “Board”) as follows: 
 (a) For so long as holders of Series E Stock are entitled under the Amended and Restated Certificate of Incorporation of the Company, as amended from time to time (the “Certificate of
Incorporation”), voting as a separate class, to elect two (2) members of the Board (the “Series E Directors”), the Series E Directors shall be individuals nominated by Clarus Lifesciences I, L.P. together with its
Affiliated Parties (collectively, “Clarus Ventures”) for so long as Clarus Ventures holds Series E Stock, which individuals shall initially be Kurt Wheeler and Robert Liptak. In the event that Clarus Ventures ceases to be entitled
to nominate the Series E Directors pursuant to the preceding sentence, such Series E Directors shall be nominated by holders of at least a majority of the then outstanding shares of Series E Stock. Any vote or action by written consent taken to
remove any directors elected pursuant to this Section 1.3(a), or to fill any vacancy created by the resignation, removal or death of any director elected pursuant to this Section 1.3(a), shall also be subject to the provisions of this
Section 1.3(a). 
 (b) For so long as holders of Common Stock are entitled under the Certificate of Incorporation,
voting as a separate class, to elect three (3) members of the Board (the “Common Directors”), the Common Directors shall be three (3) individuals nominated by holders of a majority of the then outstanding Key Common Holder
Shares, which individuals shall initially be David Paul, David Demski and David Davidar. 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.” 
 (c) The Company shall provide the Holders with 10 days’ prior written
notice of any intended mailing of a notice to stockholders for a meeting at which directors are to be elected (a “Stockholder Mailing”); provided, however, that in the event the Company receives notice (the “Investor Notice”)
from any person, entity or group entitled to nominate a Designated Director hereunder (such person, entity or group, a “Designating Party”) that such Designating Party, having the right to do so hereunder, desires to replace the individual
then serving as the Designated Director nominated by such Designating Party pursuant to Section 1.3 hereof, the Company shall not call a special meeting of stockholders for the purpose of electing directors, but shall instead deliver to the
holders of Series E Stock and/or Common Stock, as applicable, a written consent of stockholders for the purpose of electing directors, within five (5) days after receipt of such Investor Notice, and each holder of Series E Stock and/or Common
Stock, as applicable, shall execute and return to the Company such written stockholder consent within ten (10) days after receipt of such consent. Except with respect to a director who is being elected by written consent of stockholders
pursuant to the immediately preceding sentence, the Designating Party entitled to nominate directors of the Company hereunder, shall give written notice to all other parties to this Agreement, prior to such Stockholder Mailing, of the persons
designated pursuant to 

  
 2. 









 
Section 1.3 as nominees for election as directors. The Company agrees to nominate and recommend for election as directors only the individuals designated, or to be designated, pursuant to
Section 1.3. If a Designating Party shall fail to give notice to the Company as provided above, it shall be deemed that such Designating Party’s nominee then serving as a director shall be such Designating Party’s nominee for
reelection. If the Holder or group of Holders entitled to designate a director notifies the other Holders of its or their desire to remove such director from office, each Holder agrees to vote, or cause to be voted, all Key Common Holder Shares or
Investor Shares, as applicable, owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to effectuate such removal and to elect any new designee designated by
such Holder or group of Holders. 
 1.4 No Liability for Election of Recommended Director. None of the parties hereto and
no officer, director, stockholder, partner, member, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s
execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. 
 1.5 Legend.

 (a) Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on
certificates representing the Key Common Holder Shares and the Investor Shares the following restrictive legend (the “Legend”): 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON
ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.” 
 (b) The Company agrees that, during the term of this
Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to
represent Key Common Holder Shares or Investor Shares theretofore represented by a certificate carrying the Legend. If at any time or from time to time any Key Common Holder or Investor holds any certificate representing shares of the Company’s
capital stock not bearing the aforementioned legend, such Key Common Holder or Investor agrees to deliver such certificate to the Company promptly upon request received from the Company to have such legend placed on such certificate. 

1.6 Transfers. The Company shall not permit the transfer of any of the Key Common Holder Shares or Investor Shares on its books or
issue a new certificate representing any of the Key Common Holder Shares or Investor Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement,
pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Common Holder or Investor, as applicable. 

1.7 Other Rights. Except as provided by this Agreement, the Purchase Agreement or any other Related Agreements (as defined in the
Purchase Agreement), each Key Common Holder and Investor shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Common Holder Shares and the Investor Shares, respectively. 

  
 3. 









 1.8 Change of Control. 

(a) In the event that the Board and the holders of at least a majority of the then outstanding shares of the voting stock of the
Company, voting together as a single class on an as-converted basis (the “Requisite Stockholders”), approve any Acquisition or Asset Transfer (as such terms are defined in the Certificate of Incorporation), or in the event the
Requisite Stockholders approve a Control Stock Sale (as defined in Section 1.8(b) below) complying with the conditions set forth in clauses (i) through (iii) of Section 1.8(b) below (any such Acquisition, Asset Transfer or
Control Stock Sale shall be referred to hereinafter as a “Sale Event”), each Holder shall consent to, vote for and raise no objections to such Sale Event, and (A) if such Sale Event is an Acquisition structured as a merger or
consolidation of the Company, or is an Asset Transfer, the Holders shall each waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Transfer, or (B) if such Sale Event is an
Acquisition structured as a sale of the stock of the Company or a Control Stock Sale, each Holder shall agree to sell its Key Common Holder Shares and its Investor Shares on the terms and conditions approved by the Board (if applicable) and the
Requisite Stockholders; provided, in any case, that the terms of any such Sale Event do not provide that such Holder would receive less than the amount that would be distributed to such Holder in the event the proceeds from the Sale Event
were distributed in accordance with the Certificate of Incorporation, as in effect at the time of such Sale Event without giving effect to any waiver or agreement not to treat such Sale Event as a Liquidation Event under the Certificate of
Incorporation (unless such waiver or agreement is signed by such Holder). The Holders shall each take all reasonably necessary and appropriate actions approved by the Board (if applicable) and the Requisite Stockholders in connection with the
consummation of any Sale Event, including the execution of such agreements and such instruments and other actions reasonably necessary to effectuate such Sale Event; provided, however, that in no event shall the obligations to be undertaken by any
Holder in connection with such Sale Event (by way of representations, warranties, indemnities or otherwise) be, without the written consent of such Holder, materially different, in any manner not based ratably on the amount of net proceeds to be
received by such Holder in connection with such Sale Event, from those to be so undertaken by any other Holder. 
 (b) No
Holder shall be a party to any transaction or series of related transactions to which the Company is not a party and in which in excess of fifty percent (50%) of the Company’s voting power is transferred (whether one such transaction or a
series of related transactions, a “Control Stock Sale”) unless: 
 (i) such Control Stock Sale is approved by
the Requisite Stockholders; 
 (ii) each stockholder of the Company who is not a Holder is given a reasonable opportunity to
participate in such Control Stock Sale, with respect to shares of capital stock of the Company then held by such stockholder, on terms substantially equivalent to those granted to each other stockholder of the Company participating in such Control
Stock Sale (all stockholders participating in such Control Stock Sale, collectively, the “Control Sale Participants”) with respect to shares of capital stock of the Company of the same class and (if applicable) series; and

 (iii) the aggregate consideration received or to be received by the Control Sale Participants pursuant to such Control Stock
Sale is allocated among the Control Sale Participants in substantially the manner specified in Article IV, Section 4 of the Company’s Certificate of Incorporation (as in effect at the time of such Control Stock Sale) as if (i) such
Control Stock Sale were an Acquisition for such purpose and (ii) the Control Sale Participants comprised all of the stockholders of the Company. 

  
 4. 









 1.9 Further Assurances. Each Holder, whether in his/her capacity as a Holder, officer
or director of the Company, its subsidiaries, or otherwise, shall take or cause to be taken all such commercially reasonable actions in order expeditiously to consummate each Sale Event pursuant to Section 1.8 and any related transactions,
including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments as may be reasonably requested; and otherwise cooperating with the Requisite Stockholders, and the prospective
buyer; provided, however, that each Holder, shall be obligated to become liable in respect of any representations, warranties, covenants, indemnities or otherwise solely to the extent provided in the immediately following sentence. Each
Holder agrees to execute and deliver such agreements as may be reasonably specified by the Requisite Stockholders, as the case may be, including, without limitation, agreements to (a) make individual representations, warranties, covenants and
other agreements as to the unencumbered title to its Shares and the power, authority and legal right to sell such Key Common Holder Shares or Investor Shares, as the case may be, and (b) be liable (whether by purchase price adjustment,
indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that, except with respect to individual representations, warranties,
covenants, indemnities and other agreements of Holder of the type described in clause (a) above, each Holder’s liability shall be limited to the pro rata portion of the proceeds to such Holder in connection with such Sale Event or such
lesser amount applied consistently to all other Holders, which shall be no less favorable than the terms applied to the Requisite Stockholders; provided, further, that in no event will the liability of each Holder exceed the proceeds received
by such Holder. 
 1.10 Irrevocable Proxy. To secure the Key Common Holder’s and the Investor’s obligations to
vote the Key Common Holder Shares and the Investor Shares in accordance with this Agreement, each Key Common Holder and each Investor hereby appoints the Chairman of the Board of Directors or the Chief Executive of the Company, or either of them
from time to time, or their designees, as such Key Common Holder’s or Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Key Common Holder’s Common
Holder Shares or such Investor’s Investor Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Key Common Holder or Investor if, and only if, such Key Common Holder or
Investor fails to vote all of such Key Common Holder’s Key Common Holder Shares or such Investor’s Investor Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the
Company’s or any other party’s written request for such Key Common Holder’s or Investor’s written consent or signature. The proxy and power granted by each Key Common Holder and Investor pursuant to this Section 1.10 are
coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual,
will survive the death, incompetency and disability of such party or any other individual holder of the Key Common Holder Shares or Investor Shares, as the case may be, and, so long as any party hereto is an entity, will survive the merger or
reorganization of such party or any other entity holding any Key Common Holder Shares or Investor Shares. 
 1.11 Vote to
Increase Authorized Common Stock. Each Holder agrees to promptly vote or cause to be voted all Key Common Holder Shares or and Investor Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all
times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Series E
Stock outstanding at any given time. If there shall be two or more classes of Common Stock of the Company, the increase of authorized shares of Common Stock set forth in this Section 1.11 shall apply to all classes of Common Stock, as
applicable. 

  
 5. 










	2.	TERMINATION. 

 2.1 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 a Qualified Public Offering or Reverse Merger (as such terms are defined in the Certificate of
Incorporation); 
 (b) the date of the closing of an Acquisition, Asset Transfer or Control Stock Sale; or 

(c) the date as of which the parties hereto terminate this Agreement in accordance with the provisions of Section 3.6 hereof.

  

	3.	MISCELLANEOUS. 

 3.1 Ownership. Each Key Common Holder represents and warrants to the Investors and the Company that, except as set forth in that certain Voting Agreement dated as of June 14, 2004 (the
“Founders Voting Agreement”) by and among the Company and certain of its stockholders (a) such Key Common Holder now owns the Key Common Holder Shares set forth in the Company’s stock ledger, free and clear of liens or
encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy (other than the Proxy) or entered into any other voting agreement or similar arrangement, other than one which has expired or terminated prior to
the date hereof, and (b) such Key Common Holder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Key Common Holder
enforceable in accordance with its terms. By executing this Agreement, the Key Common Holders agree that any and all voting agreements, voting trusts, proxies and any other similar voting arrangement other than the Founders Voting Agreement shall be
terminated and of no further force and effect; provided, however, that nothing contained herein shall terminate, amend or modify the terms of the Founders Voting Agreement, and the obligations imposed under this Agreement on the parties to the
Founders Voting Agreement shall in all respects be subject to the rights and obligations set forth in the Founders Voting Agreement, unless such Founders Voting Agreement is terminated. The Proxy (as defined in the Founders Voting Agreement) or any
successor thereof hereby agrees and covenants to vote all shares subject to such agreement in accordance with the provisions and terms of this Agreement. Each Holder that is party to the Founders Voting Agreement agrees and covenants to not change
the individual designated as the Proxy unless such individual agrees to become party to this Agreement and be bound by the provisions herein. 
 3.2 “Market Stand-Off” Agreement. Each Holder hereto hereby agrees that such Holder 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 Holder (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 

  
 6. 









 (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 Holders under this Section 3.2, and any agreement entered into by the Holders as a result of their obligations under this Section 3.2, shall provide that all Holders 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. 
 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. 

3.3 Further Action. If and whenever the Key Common Holder Shares are sold, the Key Common Holders or the personal representative
of the Key Common Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Common Holder Shares to do all things and execute and deliver all documents, as may be necessary to
consummate such sale consistent with this Agreement. 
 3.4 Specific Performance. The parties hereto hereby declare that
it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of
this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or
proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at
law exists. 
 3.5 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. 
 3.6 Amendment or Waiver. 

(a) Except as otherwise expressly provided in Section 2.1 hereof, this Agreement may be amended or terminated or the
observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally, or in a particular instance, and either retroactively or prospectively) only upon 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, (iii) the holders of a majority of the then outstanding shares of Common Stock (excluding for this
purpose any shares of Common Stock issued upon conversion of Series E Stock) held by Key Common Holders; 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. 
 (b) The Company shall give prompt written notice of any amendment or
termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 3.6 shall be binding on the
Company, each of the parties hereto (whether or not such party consented to such amendment or termination) and any assignee of any such party. 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. 

  
 7. 









 (c) Notwithstanding anything to the contrary herein, the Company shall be entitled to
amend EXHIBIT A hereto and/or EXHIBIT B hereto, as applicable, to add any person or entity that acquires capital stock of the Company, and becomes a party to this Agreement by executing a counterpart
signature page hereto (an “Additional Party”), such that such Additional Party is added as follows: (i) such Additional Party acquiring Common Stock shall be added to EXHIBIT A hereto, and shall be
considered a Key Common Holder for purposes hereunder, (ii) such Additional Party acquiring Series E Stock shall be added to EXHIBIT B hereto, and shall be considered an Investor for purposes hereunder, or (iii) such
Additional Party acquiring both Common Stock and Series E Stock shall be added to both EXHIBIT A and EXHIBIT B hereto, and shall be considered as both a Key Common Holder and an Investor for purposes
hereunder (provided, however, that only Common Stock held by such Additional Party shall be considered for any provision requiring the approval of holders of Common Stock hereunder, and only the Series E Stock held by such individual shall be
considered for any provision requiring the approval of holders of Preferred Stock and/or Investor Shares hereunder). No consent, approval or other action of any other party hereto shall be required for such an amendment by the Company to
EXHIBIT A and/or EXHIBIT B hereof pursuant to this Section 3.6(c). This Section 3.6(c) may only be amended in accordance with the provisions of Section 3.6(a) above. 

3.7 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. 
 3.8 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) holders of sixty percent (60%) of the then outstanding Series E Stock, voting as a separate class on an as-converted basis and (ii) the holders of a majority of the then outstanding shares of Common Stock (excluding for this
purpose any shares of Common Stock issued upon conversion of Series E Stock) held by Key Common Holders. 
 3.9 Additional
Shares. In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Common Holder Shares or Investor Shares by reason of any stock dividend, stock split, combination
of shares, reclassification or the like, such shares or securities shall be deemed to be Key Common Holder Shares or Investor Shares, as the case may be, for purposes of this Agreement. 

3.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all
of which together shall constitute one instrument. 
 3.11 Waiver. No waivers of any breach of this Agreement extended by
any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. 
 3.12 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this
Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of 

  
 8. 









 
any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the
Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative. 

3.13 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. 
 3.14 Entire Agreement. This
Agreement and the Exhibits hereto, along with the Purchase Agreement and the other Related Agreements (as defined in 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 and the other documents delivered pursuant thereto. 
 3.15 Aggregation of Stock. In determining the
number of Key Common Holder Shares and Investor Shares, as the case may be, owned by a Holder for purposes of exercising rights under this Agreement, all Key Common Holder Shares and Investor Shares, as the case may be, held by Affiliated Parties of
such Holder shall be aggregated together (provided that no shares shall be attributed to more than one entity or person within any such group of Affiliated Parties). 
 3.16 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Series E Stock, any purchaser of such shares of Series E
Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor” and a party hereunder unless sixty percent (60%) of the Investor
Shares consent otherwise. 
 3.17 Additional Common Holders. In the event that after the date of this Agreement, the
Company issues shares of capital stock to any employee or consultant, which shares constitute one percent (1%) or more of the Company’s then outstanding capital stock the Company shall use its best efforts to cause such person to execute a
counterpart signature page hereto as a Key Common Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to a Key Common Holder. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

  
 9. 









 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT 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:


  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

									
	KEY COMMON HOLDERS:	 		 		 	
			
	4 Spine, LLC	 		 	401k Profit Shareing 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	 		 		 	


  

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

		 		 		 		 	Name:  B. Kaplan
		 		 		 		 	Title:    Co-Trustee
			
	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 M.P. Plan, dtd 6-13-02 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, Ocala Neurosurgical Center P.S. 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
					
	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


  

VOTING 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.	 		 		 	
					
	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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
		 		 		 	 /s/ Randolph Bishop

		 		 		 	     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


  

VOTING 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


  

VOTING AGREEMENT 
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	 /s/ Thor G. Christensen
	 		 		 	
	     Thor G. Christensen	 		 		 	
				
	 /s/ Richard Colasante
	 		 		 	
	     Richard Colasante	 		 		 	
				
		 		 		 	 /s/ Logan R. Collins

		 		 		 	     Logan R. Collins
				
	 /s/ Mark D. Copeland
	 		 		 	
	     Mark D. Copeland	 		 		 	
			
	 /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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
		 		 		 	Davidar, David D., Trustee, Davidar 2009 Grantor Retained Annuity Trust U/A 8/6/09
					
		 		 		 	By:	 	 /s/ David D. Davidar

		 		 		 		 	Name:  David D. Davidar
		 		 		 		 	Title:    Trustee
				
	Davidar, John as Custodian for Jadon Davidar under the Pennsylvania Uniform Transfers to Minors Act	 		 		 	
					
	By:	 	 /s/ John Davidar
	 		 		 	
		 	Name:  John Davidar	 		 		 	
		 	Title:    Custodian	 		 		 	
			
	 /s/ Charles Davidar
	 		 	 /s/ David D. Davidar

	     Charles Davidar	 		 	     David D. Davidar
			
	 /s/ David D. Davidar
	 		 	 /s/ Sarah G. Davidar

	     David D. Davidar, as joint tenant with the right of survivorship	 		 	     Sarah G. Davidar, as joint tenants with the right of survivorship
			
	 /s/ John Davidar
	 		 	 /s/ Sunitha Davidar

	     John Davidar	 		 	     Sunitha Davidar
			
	 /s/ Martin J. Dempsey, Jr.
	 		 	 /s/ David M. Demski

	     Martin J. Dempsey, Jr.	 		 	     David M. Demski
			
	 /s/ Vaneetha Demski
	 		 	 /s/ Frank DeStefano

	     Vaneetha Demski	 		 	     Frank DeStefano
			
	 /s/ Larry Deutsch
	 		 	 /s/ Robert Deutsch

	     Larry Deutsch	 		 	     Robert Deutsch


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	 /s/ Visuvasam Dhanaraj
	 		 	 /s/ Page Benson Dickens

	     Visuvasam Dhanaraj	 		 	     Page Benson Dickens
				
		 		 		 	 /s/ Anthony J. DiMarino, III

		 		 		 	     Anthony J. DiMarino, III
				
		 		 		 	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.


  

VOTING AGREEMENT 
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	 /s/ Christopher Duneske
	 		 	 /s/ James W. Dwyer

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

	     Howard Dyer	 		 	     Christopher Eddy
			
	 /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


  

VOTING AGREEMENT 
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	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.
			
	 /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	 		 		 	


  

VOTING AGREEMENT 
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		 		 		 	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
			
	 /s/ Jeffrey Gordon
	 		 	
	     Jeffrey Gordon	 		 		 	
			
	 /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


  

VOTING AGREEMENT 
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	 /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/ Jerry H. Huber
	 		 	 /s/ Dante Implicito

	     Jerry H. Huber	 		 	     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


  

VOTING AGREEMENT 
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	 /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.
			
	 /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
	 		 		 	
		 	Name:  Arnold M. Zaff	 		 	By:	 	 /s/ Karen M. Tovey

		 	Title:    Co-Trustee	 		 		 	Name:  Karen M. Tovey
		 		 		 		 	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


  

VOTING AGREEMENT 
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	 /s/ Gary Klass
	 		 	 /s/ Scott A. Kline

	     Gary Klass	 		 	     Scott A. Kline
				
	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


  

VOTING AGREEMENT 
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	 /s/ Andrew Lee
	 		 	 /s/ Jason Leigl

	     Andrew Lee	 		 	     Jason Leigl
			
	 /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
	 		 		 	
	     Michael Martin	 		 		 	


  

VOTING AGREEMENT 
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	 /s/ Jason Mayfield
	 		 	 /s/ Paul C. McAfee

	     Jason Mayfield	 		 	     Paul C. McAfee
				
	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


  

VOTING AGREEMENT 
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	 /s/ William L. Mills
	 		 	 /s/ David Mitchell

	     William L. Mills	 		 	     David Mitchell
			
	 /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/ John Murphy
	 		 	 /s/ Andrew Brett Murphy

	      John Murphy
	 		 	     Andrew Brett Murphy
		 		 		 		 	
			
		 		 	 /s/ Jason Nash

		 		 	     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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	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
				
	Ocean Spine LLC	 		 		 	
				
	By:	 	 /s/ Doug Sarmousakis
	 		 	 /s/ Cindy S. Oliver

		 	Name:  Doug Sarmousakis	 		 	     Cindy S. Oliver
		 	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
				
	 /s/ Patrick S. O’Neill
	 		 		 	
	     Patrick S. O’Neill	 		 		 	
			
	 /s/ Lisa W. Pandelidis
	 		 	 /s/ Thomas Parker

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

	     James Parolie	 		 	     Jason M. Pastor


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
		 		 		 	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
			
	 /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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	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.
			
	 /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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	 /s/ Edward Reilley
	 		 	 /s/ David S. Rendall

	     Edward Reilley	 		 	     David S. Rendall
				
	 /s/ Samuel J. Rendall
	 		 		 	
	     Samuel J. Rendall	 		 		 	
				
		 		 		 	 /s/ Gregory L. Rhinehart

		 		 		 	     Gregory L. Rhinehart
			
	 /s/ William S. Rhoda
	 		 	 /s/ Richard Richardson

	     William S. Rhoda	 		 	     Richard Richardson
			
	 /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	 		 		 	


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
		 		 		 	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
			
	 /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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	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
			
	 /s/ John Sutcliffe
	 		 	 /s/ Cynthia Maurer Sutton

	     John Sutcliffe	 		 	     Cynthia Maurer Sutton
			
	 /s/ Douglas C. Sutton
	 		 	 /s/ Brandon Tanguay

	     Douglas C. Sutton	 		 	     Brandon Tanguay
				
	 /s/ Michael R. Tanner
	 		 		 	
	     Michael R. Tanner	 		 		 	
				
		 		 		 	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	 		 		 	


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









					
	 /s/ Gregory Scott Thompson
	 		 	 /s/ Duane Tice

	     Gregory Scott Thompson	 		 	     Duane Tice
			
	 /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
	 		 	
	     Luke A. Urtz	 		 	
			
	 /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


  

VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	 /s/ Jane R. Wendt
	 		 		 	
	     Jane R. Wendt	 		 		 	
				
	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/ Arthur C. Wotiz

		 		 		 	     Arthur C. Wotiz
			
	 /s/ Lizbeth Branch Wright
	 		 	 /s/ James Wurtz

	     Lizbeth Branch Wright	 		 	     James Wurtz
				
		 		 		 	 /s/ Michal Zentko

		 		 		 	     Michal Zentko


  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

			
	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. Liptak

	Robert W. Liptak
	Managing Director


  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

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



			
	Print Name:	 	 Marc H. Gamsin



			
	Title:	 	 Vice President


  

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



			
	Print Name:	 	 Marc H. Gamsin



			
	Title:	 	 Vice President



  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

			
	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



  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

			
	INVESTOR:
	
	GS DIRECT, L.L.C.


			
		
	BY:	 	 /s/ Gerry Cardinale



			
	NAME:	 	 Gerry Cardinale



			
	TITLE:	 	 Managing Director



  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 IN WITNESS WHEREOF, the
parties hereto have executed this VOTING AGREEMENT as of the date first above written. 
  

													
	INVESTOR(S):	 		 		 		 	
			
	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 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
	 		 		 		 	
					
		 		 		 		 	GS PRIVATE EQUITY PARTNERS 2002 –
	GOLDMAN SACHS PRIVATE EQUITY	 		 	DIRECT INVESTMENT FUND, L.P.
	PARTNERS 2004 OFFSHORE HOLDINGS, L.P.	 		 		 		 	
					
		 		 		 		 	By: GS PEP 2002 Direct Investment Advisors, L.L.C.,
	By: Goldman Sachs PEP 2004 Offshore Holdings	 		 	General Partner
	Advisors, Inc., 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	 		 	MULTI-STRATEGY HOLDINGS, L.P.
	PARTNERS 2004 - DIRECT INVESTMENT FUND, 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

		 		 		 		 		 	
		 		 		 		 		 	


  

VOTING AGREEMENT 
 SIGNATURE PAGE 








 EXHIBIT A 

LIST OF KEY COMMON HOLDERS 
 NAME OF KEY COMMON HOLDERS 
  

	
	4 Spine, LLC
	Allison Ager
	Gregg Albano
	Robert T. Alston
	Neel Anand
	Shawn Anderson
	Nick Ansari
	Robert C. Antonelli
	Paul Asdourian
	RBC Dain Rauscher Custodian FBO Paul Asdourian IRA
	Brian Bacon
	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
	John P. Baker
	Kelly J. Baker
	Roy P. Baker
	Richard A. Balderston
	Daxes Banit
	George Baran
	John Christian Barrett
	Cindy Beatty
	Sloan Beatty
	Bernie L. Bell
	Byard Bennett
	Shalini Bennett
	Cliff III Benson
	Jr. Clifton Benson
	Berachah Foundation, Inc.
	David Bibbs
	Big Horn Associates, L.L.C.
	Kevin Biggs
	Alisha Anne Binder
	Randolph Bishop
	IRA FBO Randolph C. Bishop Pershing LLC as Custodian
	Craig Bjelde
	Michael E. Black
	Todd Black


  

EXHIBIT A 
 VOTING AGREEMENT 









	
	Dennis Booth
	Antoinette Booth
	Harry Booth
	NFS FBO Harry Booth IRA ACC# 675-353671
	NFS FBO Antoinette Booth IRA ACC# 675-353680
	Mark D. Borden
	Susan M. Bowers
	Michael L. Boyer
	III Donald Bradley
	James Branch
	Jamie Hanson Branch
	Joseph Edwin Branch
	Laura Caroline Branch
	Michael Brannon
	Lloyd Keith Brewton
	Courtney Brown
	Jason Timothy Burney
	Phillip Butler
	C2R Investors LLC
	Dave Cacioppo
	Carolyn J. Campanella
	Janie W. Cannon
	Stephen P. Cannon
	Helen Cappuccino
	Kevin Carouge
	Jamie Carroll
	II John Casteel
	Christopher C. Cavanaugh
	Michael C. Chabot
	Janet Chelladurai
	Larisa Cherby
	Thor G. Christensen
	Richard Colasante
	Logan R. Collins
	Millennium Trust Company, LLC Cust. FBO Joan Crosby Coney, IRA # 21354D836
	Mark D. Copeland
	Charles Crowley
	Jr. Walter Crye
	Lukasz Curylo
	Aubrie Cusumano
	D Team
	Charles Davidar
	David D. Davidar
	David D. Davidar


  
 Exhibit A

 VOTING AGREEMENT 









	
	Sarah G. Davidar, joint tenants with the right of survivorship
	Davidar, David D., Trustee, Davidar 2009 Grantor Retained Annuity Trust U/A 8/6/09
	John Davidar
	Sunitha Davidar
	Davidar, John, as Custodian for Jadon Davidar pursuant to the PA Uniform Transfers to Minors Act
	Martin J. Dempsey
	David M. Demski
	Vaneetha Demski
	Frank DeStefano
	Larry Deutsch
	Robert Deutsch
	Visuvasam Dhanaraj
	Page Benson Dickens
	Anthony J. DiMarino
	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
	John Doherty
	First Clearing, LLC for the benefit of John Doherty
	Michael E. Doran
	John D. Dorchak
	John Dowling
	First Clearing, LLC for the benefit of John Dowling
	Jr. William Duffield
	Christopher Duneske
	James W. Dwyer
	Howard Dyer
	Christopher Eddy
	Willie S. Edwards
	David M. Ellis
	Jeyakaran Emmanuel
	Juanita H. Emmett
	Equity Trust Company Custodian FBO: Lawrence J. Gerrans IRA
	Phillip G. Esce
	Mark Etheridge
	Patricia L. Farnquist
	Ira L. Fedder
	Michael F. Ferreri
	Jason Ferris
	First Clearing, LLC FBO Vincent J. Silvaggio IRA
	Stephen Fisher


  
 Exhibit A

 VOTING AGREEMENT 









	
	Robert E. Flandry
	Charles Stephen Foster
	David Fowler
	Farhang Fracyon
	Stephen R. Froehlich
	Craig W. Fultz
	Dale W. Gaines
	Gary A. Dix , LLC
	Manny Gaspar
	Karen M. Giordano
	Elise Girasole
	Girouard Childrens Trust, Marcia Currie Trustee
	Lisa Glassner
	Michael Glassner
	Glastein Capital Investors, LLC
	Chad Glerum
	Michael Goldman
	IRA NFS LLC/FMTC FBO: Lance Gomez Acct: 670-584576
	Jeffrey Gordon
	Joseph B. Gossman
	Raul Granillo
	Nicholas A. Grimaldi
	Brinal Gupta
	Matthew Hansell
	Noah Hansell
	Jr. Gregg Harris
	Robert L. Hash
	Grant Haugen
	Ryan H. Hendricks
	Stephan Hess
	Stefanie L. Hill
	Terry A. Hill
	Julie Hinojosa
	Jerry H. Huber
	Dante Implicito
	Aditya V. Ingalhalikar
	Andrew Iott
	David Michael Iott
	Matthew David Iott
	Nancy Wise Iott
	Nicholas Jon Iott
	Paul Iswariah
	Arthur James
	Dhinakaran James


  
 Exhibit A

 VOTING AGREEMENT 









	
	James Jamison
	Family Investments Johnson
	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
	David Johnston
	Dennis J. Jones
	Fred Ingram Jones
	Kanter, Geoffrey E. and Arnold M. Zaff, Trustees, GST Exempt Trust U/Will Richard T. Kanter
	Michael Keegan
	John Kendle
	Glenn Kenney
	Richard Kienzle
	Jennifer Kiss
	David G. Kitchens
	Gary Klass
	Scott A. Kline
	KM Medical
	Donald K. Kolletzki
	Nilesh N. Kotecha
	Terrence Koziara
	David Kraus
	Nazariy Krokhtyak
	Edward H. Kuckens
	Anjali Samuel Kukde
	Deepa Praveen Kumar
	Christopher A. Lacy
	Carolyn Elizabeth Landman
	Eric C. Landman
	Steven D. Landman
	Daniel Laskowitz
	Carl Lauryssen
	Dawn Laverty
	Andrew Lee
	Jason Leigl
	Michael J. Lentz
	Robert M. Lester
	Craig S. Liberatore
	Ralph H. Liberatore
	James G. Lindley
	Stephanie Long
	Steven C. Ludwig
	Shawn Luna
	Diana S. Malcolm
	James R. Malcolm


  
 Exhibit A

 VOTING AGREEMENT 









	
	Brian Malm
	Timothy P. Mann
	Edward K. Mark
	Jeffrey D. Martin
	Michael Martin
	Jason Mayfield
	Paul C. McAfee
	Stephen C. McFee
	McCanney & Associates, Inc.
	Joshua McCloskey
	Jeffrey R. McConnell
	Jared A. McGrath
	J. Bard McLean, Inc. Profit Sharing Plan
	J. Derek McLean
	William Mcnett
	Jane Branch McRee
	Medvest, LLC
	Michael J. Melchionni
	Christopher B. Michelsen
	Thomas Miller
	Paul W. Millhouse
	William L. Mills
	David Mitchell
	Diane Mitchell
	Kathleen M. Mitchell
	Amarjit S. Momi Credit Shelter Trust
	The 2010 Kamaldeep S. Momi Family Dynasty Trust DTD 9-14-2010
	Ryan Moore
	John P. Mulgrew
	Rob Mulligan
	Andrew Brett Murphy
	John Murphy
	Jason Nash
	Neuro Spine Ventures LLC
	NeuroMaxx Surgical, Inc.
	Marcin Niemiec
	Michael O’Brien
	Ocean Spine LLC
	Cindy S. Oliver
	Mark D. Oliver
	Raymond L. Oliver
	Karen Olson
	Terrance D. Olson
	Patrick S. O’Neill


  
 Exhibit A

 VOTING AGREEMENT 









	
	Lisa W. Pandelidis
	Thomas Parker
	James Parolie
	Jason M. Pastor
	Nirali Patel
	Daniel Paul 2010 Grantor Retained Annuity Trust U/A 7/20/10
	Daniel Paul
	Daniel S. Paul
	Preetha Paul
	David C. Paul
	David C. Paul
	Sonali Paul
	Paul, David C., as Trustee of the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10
	James T. Pauwels
	Steven Payne
	Jeffrey W. Peary
	Walter C. Peppelman
	R. Keith Perkins
	Khiem Pham
	Gladstone K. Philip
	Jayanthi Philip
	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
	Matthew Frank Philips
	Jr. Edward Pinkos
	Steve Poletti
	Ray Polito
	Daniel A. Pontecorvo
	Powers Family Descendants Trust
	Peter D. Quick
	Shairali Rao
	Edward Reilley
	David S. Rendall
	Samuel J. Rendall
	Gregory L. Rhinehart
	William S. Rhoda
	Richard Richardson
	Julie Robbins
	Paul V. Robbins
	Morgan Keegan & Co. Custodian for Andrew T. Rock SEP-IRA 70417068-1
	R. Phil Roof
	Steven L. Rotola
	David Rubenstein
	Scott A. Rushton


  
 Exhibit A

 VOTING AGREEMENT 









	
	J. Nicole Rutz
	Kevin D. Rutz
	Saint Francis Growth Fund
	Chad Weldon Saunders
	Carla Schaaphok
	Schultz Ventures, LLC
	Arnold M. Schwartz
	Suken A. Shah
	Adam H. Shain
	Lewis S. Sharps
	Melanie Sharps
	Joshua L. Shiels
	Amit Sinha
	Ouida Simpson
	Selwyn Simpson
	Rupinder Singh
	David N. Smith
	Michael L. Smith
	Patrick Smith
	Spine Capital Partners, LLC
	Spine Capital Partners II, LLC
	Scott C. Stein
	Don O. Stovall
	Jerry Stovall
	Brian J. Sullivan
	Laurie Summers
	John Sutcliffe
	Cynthia Maurer Sutton
	Douglas C. Sutton
	Brandon Tanguay
	Michael R. Tanner
	Frederick A. Tecce
	TECHNOMED HOLDINGS LLC
	Gregory Scott Thompson
	Duane Tice
	III Trenton Tillman
	Karen M. Tovey
	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
	Jason C. Travis
	Sue Tremlett
	G. Todd Turner


  
 Exhibit A

 VOTING AGREEMENT 









	
	Tisha Sue Turner
	Leon Turo
	Joseph T. Ullrich
	Candace A. Undercuffler
	W. Christopher Urban
	Luke A. Urtz
	Paul P. Vessa
	Todd K. Volk
	John Wadsworth
	Richard Washburn
	Kimberly Weaner
	Jonathan Weller
	Jane R. Wendt
	Whynot LLC
	Carol M. Wildermuth
	Malcolm Williams
	Thomas A.S. Wilson, Jr.
	Brian Wise
	Steven B. Wolf
	Arthur C. Wotiz
	Lizbeth Branch Wright
	James Wurtz
	Michal Zentko


  
 Exhibit A

 VOTING AGREEMENT 








 EXHIBIT B 

SCHEDULE 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


  

EXHIBIT B 
 VOTING AGREEMENT