First Amendment to Investor Rights Agreement



 Exhibit 4.5 
 GLOBUS MEDICAL, INC. 
 FIRST AMENDMENT TO 

INVESTOR RIGHTS AGREEMENT 
 This First Amendment to Investor Rights Agreement (this “Amendment”), dated as of the 14th day of January 2009, is entered into by and among Globus Medical, Inc., a Delaware corporation (the
“Company”), and the undersigned holders of shares of the Company’s Series E Preferred Stock, all of whom are party to that certain Investor Rights Agreement (the “Rights Agreement”) dated as of
July 23, 2007, by and among the Company and certain of its stockholders. Capitalized terms used herein that are not otherwise defined herein shall have the meanings given them in the Rights Agreement. 

WHEREAS, the Company desires to authorize a new class of Common Stock designed “Class C Common Stock” and to establish the
Globus Medical, Inc. 2008 Stock Plan and reserve 10,000,000 shares of Class C Common Stock for issuance thereunder; and 

WHEREAS, in connection therewith, the undersigned desire to make certain modifications and amendments to the Rights Agreement; and

 WHEREAS, Section 5.5 of the Rights Agreement provides that the Rights Agreement may be amended only with the written
consent of the Company and the holders of at least sixty percent (60%) of the then-outstanding Registrable Securities (as defined in the Rights Agreement), and the undersigned constitute the requisite signatories necessary to amend the Rights
Agreement; 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants, conditions and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Rights Agreement and agree as follows: 

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

1.1 Section 4.6(a) of the Rights Agreement is hereby deleted in its entirety and amended and restated as follows: 

“(a) Up to an aggregate of 32,313,284 shares of Common Stock (including shares of Common Stock underlying
options, warrants or other stock purchase rights) issued or to be issued after the Original Issue Date (as defined in the Certificate of Incorporation) to employees, officers or directors of, or consultants or advisors to the Company or any
subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors including the Series E Directors;” 







 1.2 Section 4.6(d) of the Rights Agreement is hereby deleted in its entirety and
amended and restated as follows: 
 “(d) shares of Common Stock issued upon conversion of shares of
the Company’s Series E Stock or upon conversion of shares of any other class of Common Stock;” 
 2. Counterparts;
Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall constitute an original, but which, when taken together, shall constitute by one instrument. One or more counterparts of this Amendment or any
exhibit hereto may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof. 
 3. Effect on Rights Agreement. Except as specifically, provided herein, the Rights Agreement shall remain in full force and effect. Except as specifically provided above, the execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Company or the Investors under the Rights Agreement. 
 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. 

[Signature page follows.] 

  
 2 








 The foregoing First Amendment to Investor Rights Agreement is hereby executed as of the date
first above written. 
  

			
	COMPANY:
	
	GLOBUS MEDICAL, INC.
		
	By:	 	 /s/ David C. Paul

		 	David C. Paul
		 	Chief Executive Officer








 The foregoing First Amendment to Investor Rights Agreement is hereby executed as of the date
first above written. 
  

			
	INVESTOR:
	
	CLARUS LIFESCIENCES I, L.P.
	
	By its General Partner, Clarus Ventures I GP, LP
	By its General Partner, Clarus Ventures I, LLC
		
	By:	 	 /s/ Robert W. Liptak

		 	Robert W. Liptak
		 	Managing Director








 The foregoing First Amendment to Investor Rights Agreement is hereby executed as of the date
first above written. 
  

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

		
	Print Name:	 	 Michelle Barone

		
	Title:	 	 Vice President









 The foregoing First Amendment to Investor Rights Agreement is hereby executed as of the date
first above written. 
  

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

	NAME:	 	Katherine B. Enquist
	TITLE:	 	Managing Director








 The foregoing First Amendment to Investor Rights Agreement is hereby executed as of the date
first above written. 
  

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

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

	Print Name:	 	 Ryan Boucher
	 		 		 		 	
		 		 		 		 	Title:	 	 Vice President

	Title:	 	 Vice President
	 		 		 		 	
		 		 		 		 	GS PRIVATE EQUITY PARTNERS 2002 –
	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., General Partner
	By: Goldman Sachs PEP 2004 Offshore Holdings	 		 	By: GSAM Gen-Par, L.L.C., Managing Member
	Advisors, Inc., General Partner	 		 		 		 	
		 		 		 		 	By:	 	 /s/ Ryan Boucher

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

	Print Name:	 	 Ryan Boucher
	 		 		 		 	
		 		 		 		 	Title:	 	 Vice President

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

	By: GSAM Gen-Par, L.L.C., Managing Member	 		 		 		 	
		 		 		 		 	Print Name:	 	 Ryan Boucher

	By:	 	 /s/ Ryan Boucher
	 		 		 		 	
		 		 		 		 	Title:	 	 Vice President

	Print Name:	 	 Ryan Boucher
	 		 		 		 	
						
	Title:	 	 Vice President