Exhibit 10.12


 


Execution Version


 


FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


This FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 19,
2015, by and among Squadron Capital LLC, a Delaware limited liability company (“Lender”), OrthoPediatrics Corp.,
a Delaware corporation (“OrthoPediatrics”) and OrthoPediatrics US Distribution Corp., a Delaware corporation
(“OrthoPediatrics US” and collectively with OrthoPediatrics, “Borrower”).


 


RECITALS:


 


A.           Lender
made loans and certain other financial accommodations to Borrower as evidenced by that certain Second Amended and Restated Loan
and Security Agreement dated as of May 30, 2014, by and between Borrower and Lender (as amended, the “Existing Loan
and Security Agreement”).


 


B.           Borrower
and Lender hereby agree to amend the Existing Loan and Security Agreement as described in this Amendment.


 


NOW, THEREFORE, in consideration
of the foregoing Recitals, which are hereby incorporated into this Amendment and made a part hereof, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.             Incorporation
of Recitals. Borrower and Lender hereby agree that all of the Recitals in this Amendment are hereby incorporated into and made
a part hereof.


 


2.             Capitalized
Terms. Except as otherwise defined in this Amendment, each capitalized term used herein shall have the same meaning as that
assigned to it in the Existing Loan and Security Agreement, and such definitions shall be incorporated herein by reference, as
if fully set forth herein.


 


		3.	Amendments to Existing Loan and Security Agreement.



 


A.           Section 1.1
of the Existing Loan and Security Agreement is hereby amended by inserting the following new definitions in alphabetical order:


 


“First
Amendment”: The amendment to the Agreement dated as of November 19, 2015.


 


“First
Amendment Date”: November 19, 2015.


 


“Revolving
Loan”: The term as defined in Section 2.2(a).


 


“Revolving
Loan Commitment”: $7,000,000.


 




     


     


    

 


“Revolving
Loan Maturity Date”: The earlier to occur (unless sooner terminated by acceleration or otherwise) of:


 


(i) any transaction
or series of transactions pursuant to which any Person(s) in the aggregate acquire(s) (x) capital stock of Borrower possessing
the voting power to elect a majority of Borrower’s Board of Directors (whether by merger, consolidation, reorganization,
combination, sale or transfer of Borrower’s capital stock) or (y) all or substantially all of Borrower’s assets
determined on a consolidated basis; or


 


(ii) May 30,
2017.


 


“Revolving Note”:
The term as defined in Section 2.2(b).


 


B.            Section 1.1
of the Existing Loan and Security Agreement is hereby amended by amending and restating the following definition:


 


“Advance”:
The term as defined in Section 2.2(b).


 


“Loan
Documents”: Collectively, this Agreement, the Term Note, the Revolving Note, the Incumbency Certificates, the Closing
Certificate, the Subsidiary Guaranty and all documents, certificates, agreements and other written matters heretofore, now and/or
from time to time hereafter executed by and/or on behalf of Borrower and delivered to Lender, or issued by Lender upon the application
and/or request of, and on behalf of, Borrower in any way relating to, evidencing or securing the Term Loan, the Revolving Loan,
and all Modifications thereto and thereof.


 


“Term
Loan Maturity Date”: The earlier to occur (unless sooner terminated by acceleration or otherwise) of:


 


(i) any transaction
or series of transactions pursuant to which any Person(s) in the aggregate acquire(s) (x) capital stock of Borrower possessing
the voting power to elect a majority of Borrower’s Board of Directors (whether by merger, consolidation, reorganization,
combination, sale or transfer of Borrower’s capital stock) or (y) all or substantially all of Borrower’s assets
determined on a consolidated basis; or


 


(ii) May 30,
2017.


 


C.            Section 2.1
of the Existing Loan and Security Agreement is hereby amended by deleting “$11,510,757.32” in the second line and substituting
in lieu thereof, “$11,400,743.38”.


 


D.            The
Existing Loan and Security Agreement is hereby amended by inserting the following new Section 2.2 immediately after Section 2.1:


 




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		2.2	Revolving Loan.



 


(a)          General
Provisions. Subject to the terms and provisions hereof, Lender shall lend to Borrower and Borrower shall borrow a revolving
loan (the “Revolving Loan”) from time to time in an aggregate principal amount that will not exceed the Revolving
Loan Commitment. Subject to the terms and conditions hereof, the outstanding principal amount of the Revolving Loan made pursuant
to this Section 2.2(a) may be borrowed, repaid (without premium or penalty) and reborrowed again, from time to time
in whole or in part. The Revolving Loan shall be disbursed in accordance with the provisions of Section 2.2(b) below.
The Revolving Loan shall be evidenced by the revolving note in the form attached as Exhibit A to the First Amendment (the
“Revolving Note”). The Revolving Loan, the Term Loan, the obligations of the Borrower and the rights and remedies
of the Lender are senior to all other Indebtedness of the Borrower.


 


(b)          Disbursements
of Revolving Loan. Borrower shall give Lender a notice of borrowing of its request for funds to be made as a Revolving Loan
(“Advance”) in the form attached as Exhibit C to the First Amendment. Each Advance shall be funded within
seven (7) days from the receipt of a Notice of Borrowing. Each Advance shall be a minimum of $500,000.


 


E.            Section 2.2
of the Existing Loan and Security Agreement is hereby amended by (i) deleting the section heading and substituting in lieu
thereof “Section 2.3”, (ii) deleting references to “Section 2.2” in the first and third
lines and substituting in lieu thereof “Section 2.3” and (iii) deleting “Note” in the second
line and substituting in lieu thereof “Term Note, Revolving Note”.


 


F.            Section 3.1
of the Existing Loan and Security Agreement is hereby amended by inserting the following new Section 3.1(b) immediately following
Section 3.1(a):


 


(b)          Revolving
Loan. The Revolving Loan shall bear interest at the rate of 10% per annum; provided that (i) following the Revolving Loan
Maturity Date, whether by acceleration or otherwise, the Revolving Loan shall bear interest at the Default Rate and (ii) following
the occurrence of any Event of Default under Section 9.1 hereof (including after acceleration or judgment), the Revolving
Loan shall bear interest at the Default Rate. Interest in respect of the Revolving Loan shall be calculated based on a 360 day
year for the actual number of days elapsed. Interest shall accrue on amounts actually drawn by Borrower under the Revolving Note
beginning on the date of disbursement by Lender.


 


G.            Section 3.2
of the Existing Loan and Security Agreement is hereby amended by inserting “(a) Term Loan” immediately following
“Interest Payments.”


 




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H.            Section 3.2
of the Existing Loan and Security Agreement is hereby amended by inserting the following new Section 3.2(b) immediately following
Section 3.2(a):


 


(b)          Revolving
Loan. Borrower promises to pay to the order of Lender, accrued but unpaid interest on the unpaid amount disbursed under the
Revolving Loan monthly in arrears on the last Business Day of each month during the term of the Revolving Loan. Interest shall
be paid in the manner described in Section 3.4.


 


I.             Section 3.3
of the Existing Loan and Security Agreement is hereby amended by inserting the following new Section 3.3(b) immediately following
Section 3.3(a):


 


(b)          Revolving
Loan. Borrower promises to pay to the order of Lender the Revolving Loan plus all accrued but unpaid interest thereon, on the
Revolving Loan Maturity Date.


 


J.             Section 3.3(b)
of the Existing Loan and Security Agreement is hereby amended by deleting the reference to “(b)” and substituting in
lieu thereof “(c)”.


 


K.           Section 3.5(a)
or the Existing Loan and Security Agreement is hereby amended by inserting the following clause after “Term Loan” in
the second line:


 


“or the Revolving Loan, as
specified in writing by Borrower (and in the absence of any written specification, first to the Revolving Loan and then to the
Term Loan)”


 


L.            The
initial paragraph in Article 5 of the Existing Loan and Security Agreement is hereby amended to insert “and, in the
case of each Advance of the Revolving Loan, on the date of each such Advance, after “the Restatement Closing Date”
in the first line.


 


M.           Section 6.9
of the Existing Loan and Security Agreement is hereby amended by inserting “and the Revolving Loan” after “the
Term Loan” in the first line.


 


N.           Section 7.4(b)
of the Existing Loan and Security Agreement is hereby amended by deleting “is” after “the Term Loan” in
the fourth line and substituting in lieu thereof, “and the Revolving Loan are”.


 


O.            Section 9.1(a)
of the Existing Loan and Security Agreement is hereby amended by inserting “, the Revolving Loan” after “the
Term Loan” in the first line.


 


P.            Section 9.4
of the Existing Loan and Security Agreement is hereby amended by inserting “, the Revolving Loan” after “the
Term Loan” in the second line.


 




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Q.            Section 11.13
of the Existing Loan and Security Agreement is hereby amended by deleting “Note” in the seventh line and substituting
in lieu thereof “Term Note, Revolving Note”.


 


4.             Representations,
Warranties and Covenants. Borrower hereby represents, warrants and covenants to Lender as follows:


 


A.           no
Unmatured Default or Event of Default has occurred and is continuing under the Existing Loan and Security Agreement or any other
Loan Document;


 


B.            the
representations and warranties of Borrower in the Existing Loan and Security Agreement and each other Loan Document are true and
correct in all material respects as of the date hereof as though each of said representations and warranties was made on the date
hereof (except, in each case for representations and warranties which by their terms are expressly applicable to an earlier date,
in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date);
and


 


C.            this
Amendment has been duly authorized, executed and delivered on behalf of Borrower and this Amendment constitutes the legal, valid
and binding obligation of Borrower, enforceable in accordance with its terms except as enforceability may be limited by applicable
bankruptcy, insolvency or laws affecting creditor’s rights generally and by general principles of equity.


 


5.             Conditions
Precedent. The obligation of Lender to enter into this Amendment is subject to the following conditions precedent:


 


A.           Borrower
shall have entered into, executed and delivered to Lender:


 


(i)          a
fully executed original of this Amendment,


 


(ii)         the
Revolving Note in the form attached hereto as Exhibit A; and


 


(iii)        the
Reaffirmation of Subsidiary Guaranty in the form attached hereto as Exhibit B;


 


B.            Lender
shall have received a certificate from the Secretary of Borrower (i) attesting to the resolutions of the Board of Directors
authorizing its execution, delivery and performance of this Amendment, (ii) authorizing specific officers of Borrower to execute
this Amendment, and (iii) attesting to the incumbency and signature of specific officers of Borrower.


 


C.            Fees
of counsel to Lender not to exceed $5,000 shall be paid by Borrower.


 




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6.             Waiver
of Claims. Borrower hereby acknowledges, agrees and affirms that it currently possesses no claims, defenses, offsets, recoupment
or counterclaims of any kind or nature against or with respect to the enforcement of the Existing Loan and Security Agreement or
any other Loan Document or any amendments thereto (collectively, the “Claims”), nor does Borrower now have knowledge
of any facts that would or might give rise to any Claims. If facts now exist which would or could give rise to any Claim against
or with respect to the enforcement of the Existing Loan and Security Agreement or any other Loan Document, as amended hereby, Borrower
hereby unconditionally, irrevocably and unequivocally waives to the extent permitted by applicable law and fully releases any and
all such Claims as if such Claims were the subject of a lawsuit (other than the defense of payment in full), adjudicated to final
judgment from which no appeal could be taken and therein dismissed with prejudice.


 


7.             Ratification
of Existing Loan and Security Documents. From and after the date hereof, the Existing Loan and Security Agreement and the other
Loan Documents shall be deemed to be amended and modified as provided herein, and, except as so amended and modified, the Existing
Loan and Security Agreement and the other Loan Documents shall continue in full force and effect and the Existing Loan and Security
Agreement and the applicable provisions of this Amendment shall be read, taken and construed as one and the same instrument. Borrower
hereby remakes, ratifies and reaffirms all of its Obligations under the terms of the Existing Loan and Security Agreement and the
other Loan Documents and any other document to which it is a party evidencing, creating or securing the Loans, as of the date hereof
after giving effect to the amendments contained herein including, without limitation, the granting of a security interest thereunder.
On and after the date hereof, the term “Loan and Security Agreement” used in any document evidencing the Loan shall
mean the Existing Loan and Security Agreement as amended hereby. Except as expressly set forth in this Amendment, nothing in this
Amendment shall constitute a waiver or relinquishment of (a) any Unmatured Default or Event of Default under any of the Loan
Documents, (b) any of the agreements, terms or conditions contained in any of the Loan Documents, (c) any rights or remedies
of Lender with respect to the Loan Documents, or (d) the rights of Lender to collect the full amounts owing to them under
the Loan Documents.


 


8.             Consents.
Borrower hereby represents that this Amendment does not violate any provision of any instrument, document, contract or agreement
to which such party is a party, or Borrower hereby represents that it has obtained all requisite consents under those third party
instruments prior to entering into this Amendment.


 


9.             Further
Assurances. The parties hereto, shall, at any time and from time to time, following the execution of this Amendment, execute
and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order
to carry out the provisions of this Amendment.


 


10.           Counterparts.
This Amendment may be executed in any number of counterparts, and by the different parties hereto and thereto on the same or separate
counterparts, each of which, when so executed and delivered, shall be deemed to be an original; all the counterparts for this Amendment
shall together constitute one and the same agreement. Delivery of a counterpart to this Amendment by facsimile or electronic transmission
shall constitute delivery of an original counterpart hereto.


 




    	 	6	 



     


    

 


11.            Representation
by Counsel. Borrower hereby represents that it has been represented by competent counsel of its choice in the negotiation and
execution of this Amendment; that it has read and fully understands the terms hereof, that such party and its counsel have been
afforded an opportunity to review, negotiate and modify the terms of this Amendment, and that it intends to be bound hereby.


 


12.            No
Third Party Beneficiaries. The terms and provisions of this Amendment shall be for the sole benefit of the parties hereto and
their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest
under this Amendment.


 


13.           Governing
Law. The provision of Section 11.15 of the Existing Loan and Security Agreement is hereby incorporated herein by reference.


 


14.           WAIVER
OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT
OR THE OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY IN CONNECTION HEREWITH. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER
TO ENTER INTO THIS AMENDMENT.


 


THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK.


 




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IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment to Second Amended and Restated Loan and Security Agreement dated as of the date
first written above.


 


	 	ORTHOPEDIATRICS CORP.
	 	 
	 	By:	/s/ Mark C. Throdahl
	 	 	Mark Throdahl
	 	 	President & Chief Executive Officer
	 	 	 
	 	ORTHOPEDIATRICS US DISTRIBUTION CORP.
	 	 
	 	By:	/s/ Mark C. Throdahl
	 	 	Mark Throdahl
	 	 	President & Chief Executive Officer


 


First Amendment to

 Second Amended and Restated Loan and Security Agreement


 




     


     


    

 


	 	LENDER:
	 	 
	 	SQUADRON CAPITAL LLC
	 	 	 
	 	By:	/s/ David Pelizzon
	 	 	David Pelizzon
	 	 	President


 


First Amendment to 

Second Amended and Restated Loan and Security Agreement


 




     


     


    

 


Exhibit A


 


REVOLVING NOTE


 


	$7,000,000	November 19, 2015


 


FOR VALUE RECEIVED, the undersigned, OrthoPediatrics
Corp., a Delaware corporation (“OrthoPediatrics”) and OrthoPediatrics US Distribution Corp., a Delaware
corporation (“OrthoPediatrics US” and collectively with OrthoPediatrics, “Borrower”),
jointly and severally promise to pay to the order of Squadron Capital LLC, a Delaware limited liability company (the “Lender”),
at the place and times provided in the Second Amended and Restated Loan and Security Agreement referred to below, the lesser of
(i) the principal amount of $7,000,000 or (ii) the principal amount of the Revolving Loan outstanding and owing to the
Lender, together with all the accrued and unpaid interest under this Revolving Note pursuant to that certain Second Amended and
Restated Loan and Security Agreement, dated as of May 30, 2014 (as amended, supplemented, modified or restated from time to
time, the “Second Amended and Restated Loan Agreement”) by and among Borrower and Lender. Capitalized terms
used herein and not defined herein shall have the meanings assigned thereto in the Second Amended and Restated Loan Agreement.


 


The unpaid principal amount of this Revolving
Note from time to time outstanding is subject to mandatory repayment as provided in the Second Amended and Restated Loan Agreement
and shall bear interest as provided in Section 3.1(b) of the Second Amended and Restated Loan Agreement. This Revolving Note
may be voluntarily prepaid from time to time as provided in the Second Amended and Restated Loan Agreement and any principal amounts
repaid may be borrowed, repaid (without premium or penalty) and reborrowed again, from time to time in whole or in part. All payments
of principal and interest on this Revolving Note shall be payable in lawful currency of the United States of America in immediately
available funds to such account as the Lender shall specify from time to time by notice to the Borrower. The principal and all
accrued and unpaid interest under this Revolving Note shall be due and payable on the Revolving Loan Maturity Date.


 


This Revolving Note is entitled to the benefits
of, and evidences Obligations incurred under, the Second Amended and Restated Loan Agreement, to which reference is made for a
description of the security for this Revolving Note and for a statement of the terms and conditions on which Borrower is permitted
and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Note and on which such
Obligations may be declared to be immediately due and payable.


 


THIS REVOLVING NOTE SHALL BE GOVERNED, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW
PRINCIPLES THEREOF.


 


Borrower hereby waives all requirements as
to diligence, presentment, demand of payment, protest and (except as required by the Second Amended and Restated Loan Agreement)
notice of any kind with respect to this Revolving Note.


 


** Signature Page to Follow **


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Revolving Note as of the day and year first written above.


 


	 	BORROWER:
	 	 
	 	ORTHOPEDIATRICS CORP.
	 	 
	 	By:	 
	 	 	Name: Mark Throdahl
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	ORTHOPEDIATRICS U.S. DISTRIBUTION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Mark Throdahl
	 	 	Title: President and Chief Executive Officer


 




     


     


    

 


Exhibit B


 


Reaffirmation of Subsidiary Guaranty


 


Reference is made to: (1) that
certain Second Amended and Restated Loan and Security Agreement dated as of May 30, 2014 as amended by that certain First
Amendment dated as of the date hereof (the “First Amendment”) (as amended, the “Existing Loan Agreement”)
by and between OrthoPediatrics Corp., a Delaware corporation (“Borrower”), and Squadron Capital LLC, a Delaware
limited liability company (“Lender”); and (2) that certain Subsidiary Guaranty dated as of May 30,
2014 (the “Guaranty”) made by OrthoPediatrics US Distribution Corp., a Delaware corporation (“Guarantor”)
in favor of Lender.


 


To induce Lender to enter
into the First Amendment, Guarantor hereby expressly: (i) acknowledges and consents to the terms of the First Amendment (ii) affirms
that the definition in of the Existing Loan Agreement which are incorporated by reference into the Guaranty include the modifications
set forth in the First Amendment, and the Guaranty is hereby amended, modified, and supplemented to incorporate such definitions
set forth in the First Amendment, where applicable; (iii) restates, ratifies, reaffirms, and remake all terms, provisions,
liabilities and obligations of the Guarantor under the terms of the Guaranty as of the date hereof, to and for the benefit of Lender,
after giving effect to the First Amendment, as if the terms of the Guaranty were set forth in their entirety herein; (iv) hereby
remakes as of the date hereof all representations and warranties set forth in the Guaranty, as if fully set forth herein; and (v) represents,
warrants, and affirms that the Guaranty was on the date of the Closing Date and continues to be on the date hereof, the valid and
binding obligations of the Guarantor enforceable in accordance with their respective terms.


 


To further induce Lender
to enter into the First Amendment, and to make the loans evidenced by the Loan Agreement, Guarantor hereby represents and warrants
to Lender that it possesses no claims, defenses, offsets, recoupment, or counterclaims of any kind or nature against Lender, or
arising out of, or with respect to any of the Loan Documents, or the enforcement thereof (collectively, the “Claims”),
nor does Guarantor have any knowledge of any facts that would or might give rise to any Claims. If facts now exist which would
or could give rise to any Claim against Lender or arising out of or with respect to the Existing Loan Agreement and any of the
Loan Documents, as amended by the amendments thereto, or the enforcement thereof, Guarantor hereby unconditionally, irrevocably,
and unequivocally waives and fully releases any and all such Claims as if such Claims were the subject of a lawsuit, adjudicated
to final judgment from which no appeal could be taken and therein dismissed with prejudice.


 


Delivery of an executed
counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation
of Guaranty (“Reaffirmation”) by telefacsimile or other electronic method of transmission also shall deliver
an original executed counterpart of this Reaffirmation, but the failure to deliver an original executed counterpart shall not affect
the validity, enforceability, and binding effect of this Reaffirmation. The foregoing shall apply to each other Loan Document mutatis
mutandis.


 




     


     


    

 


IN WITNESS WHEREOF, the
undersigned has executed this Reaffirmation of Guaranty dated as of November 19, 2015.


 


	 	GUARANTOR:
	 	 
	 	ORTHOPEDIATRICS US DISTRIBUTION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


Exhibit C


 


Form of Notice of Borrowing


 


Revolving Loan

Notice of Borrowing


 


Reference is made to that certain Second Amended
and Restated Loan and Security Agreement, dated as of May 30, 2014 (as amended and restated, the “Loan and Security
Agreement”), by and between Squadron Capital LLC (“Lender”), and OrthoPediatrics Corp., a Delaware
corporation (“Borrower”). All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Loan and Security Agreement.


 


Pursuant to Section 2.2(b) of the Loan
and Security Agreement, Borrower requests that Lender make a $__________ Revolving Loan to Borrower in accordance with the applicable
terms and conditions of the Loan and Security Agreement on _______________ (“Borrowing Date”):


 


Borrower hereby certifies to Lender that as
of the Borrowing Date:


 


(i)          after
making the Revolving Loan requested on the Borrowing Date, the amount of the Revolving Loan outstanding will not exceed $7,000,000;


 


(ii)         each
of the representations and warranties contained in the Loan and Security Agreement, the Loan Documents or in any document or instrument
delivered pursuant to or in connection with the Loan and Security Agreement are true in all material respects as of the date as
of which they were made and will be true and deemed remade as such at and as of the time of the making of the Revolving Loan requested
hereby, except to the extent such representations and warranties relate expressly to an earlier date, in which case such representations
and warranties are true, correct and complete on and as of such earlier date;


 


(iii)        no
Event of Default will have occurred and be continuing; and


 


(iv)         there
has been no event or condition which has had or would reasonably be expected to have a Material Adverse Effect.


 


[Signature page to follow]


 




     


     


    

 


	DATED:	 	 	 	 
	 	 	 	 	 
	 	 	 	OrthoPediatrics Corp.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title: