Exhibit 10.14


 


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


 


Revolving Note