OFIX Orthofix Medical Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 07, 2024

 

 

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			0-19961	98-1340767
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3451 Plano Parkway
Lewisville, Texas				75056
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (214) 937-2000

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.10 par value per share		OFIX		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

On November 7, 2024, the Company, as borrower, and its U.S. subsidiaries entered into a $275 million secured credit agreement (the “New Credit Agreement”) with Oxford Finance LLC, as administrative agent and as collateral agent (“Oxford”) and certain lenders party thereto, including Oxford and K2 Healthventures LLC. Certain of the Company’s foreign subsidiaries are expected to join the New Credit Agreement as guarantors shortly after the signing date. The New Credit Agreement provides for a $160 million senior secured term loan (the “Initial Term Loan”), and a $65 million senior secured delayed draw term loan facility (the “Term B Loan”). Draws under the Term B Loan are at the Company’s option from January 1, 2025 through June 30, 2026, subject to, among other conditions, the Company’s continuing compliance with a pro-forma total debt-to-EBITDA leverage ratio of less than 4.0x. EBITDA is a non-GAAP financial measure which represents earnings before interest income (expense), income taxes, depreciation, amortization, and other negotiated addbacks and adjustments. In addition, at Oxford's discretion, an additional $50 million of draw capacity is available to the Company, through January 1, 2029 (the “Term C Loan” and, together with the Term B Loan, the “Delayed Draw Term Loans” and collectively with the Initial Term Loan, the “Credit Facilities”). The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, will each mature in November 2029, following an interest-only payment period ending in December 2028, and monthly amortization of principal and accrued interest between January 2029 and November 2029.

The Credit Facilities will be secured by a perfected first priority lien, or the equivalent security interest in each applicable jurisdiction, on substantially all of the assets of the Company and the applicable guarantors (subject to customary carveouts), including their respective U.S. intellectual property assets.

Borrowings under the Credit Facilities bear interest at a percentage rate equal to the greater of 8.75% or 5.75% plus the one-month term SOFR rate. A facility fee equal to 1.5% of each applicable funded loan tranche is due at the time of funding of such respective tranche, and a 0.5% unused line fee is payable annually on the Term B Loan.

The New Credit Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make certain investments and acquisitions, merge or consolidate with others, dispose of certain assets, pay dividends and distributions, pay subordinated indebtedness, and enter into affiliate transactions, as well as financial covenants that the Company (i) possess at least $45 million of unrestricted cash at the time the Initial Term Loan is funded and thereafter maintain $15 million of unrestricted cash in U.S.-based accounts, and (ii) maintain a maximum total debt-to-EBITDA leverage ratio no greater than 4.0x during the term of the facility.

The New Credit Agreement contains customary representations and warranties of the Company and the Guarantors. These representations and warranties have been made solely for the benefit of the Agent and the lenders party to the New Credit Agreement and such representations and warranties should not be relied on by any other person, including investors. In addition, such representations and warranties (i) have been qualified by disclosures made to the Agent and the lenders in connection with the agreement, (ii) are subject to the materiality standards contained in the agreement which may differ from what may be viewed as material by investors and (iii) were made only as of the date of the agreement or such other date as is specified in the agreement.

The foregoing description does not constitute a complete summary of the terms of the New Credit Agreement and is qualified in its entirety by reference to the full text of the Financing Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference

Item 1.02 Termination of a Material Definitive Agreement.

On the Effective Date, the Company repaid all amounts outstanding under and terminated its Financing Agreement, dated November 6, 2023, with Blue Torch Finance, LLC and certain lender parties thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

10.1		Loan and Security Agreement, dated as of November 7, 2024, among Orthofix Medical Inc., Orthofix US LLC, certain subsidiaries of Orthofix Medical Inc. from time to time party thereto as borrowers and/or guarantors, the lenders from time to time party thereto, and Oxford Finance LLC, as lender, administrative agent and collateral agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Orthofix Medical Inc.
Date:	November 8, 2024	By:	/s/ Andrés Cedrón
			Andrés Cedrón Chief Legal Officer

 

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 7, 2024 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as administrative agent and as collateral agent (in such capacities, together with its successors or assigns, “Agent”), the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a lender (each, a “Lender” and collectively, the “Lenders”), Orthofix Medical Inc., a Delaware corporation, with offices located at 3451 Plano Parkway, Lewisville, TX 75056 (“Borrower Representative”) and ORTHOFIX US LLC, a Delaware limited liability company (“OUL” and, together with the Borrower Representative and each of the other Persons party hereto as a Borrower from time to time set forth on Schedule 1.2 hereto, collectively, “Borrowers”, and each, a “Borrower”), each Person party hereto as a Guarantor, set forth on Schedule 1.2 hereto (together with any other Person from time to time providing a guaranty with respect to the Obligations, collectively “Guarantors”, each a “Guarantor”, and together with Borrower, collectively “Loan Parties” and each, a “Loan Party”), provides the terms on which the Lenders shall lend to Borrowers and Borrowers shall repay the Lenders. The parties agree as follows:

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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower Representative and Agent in writing of its legal inability to do so.

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Notwithstanding the foregoing, with respect to the assets or Equity Interests of any Non-U.S. Loan Party, to the extent the grant of security interest or pledge of Equity Interests is validly governed by Canadian Loan Documents, Dutch Loan Documents, English Loan Documents or other Security Instruments governed by the laws of any other applicable non-U.S. jurisdiction, the foregoing grant of security interest and pledge shall not apply to such assets or Equity Interests, and the terms of such other Loan Documents shall exclusively govern and control with respect to such security interest grant and related provisions governing the applicable Loan Party’s obligations with respect to such Equity Interests or assets.

Upon the Termination Date, all Liens on the Collateral hereunder shall automatically terminate and all rights therein shall revert to the Loan Parties, and Agent shall, at the sole cost and expense of Borrowers, take all actions requested by the Loan Parties to release its Liens in the Collateral.

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(the items referred to in clauses (i) through (iii) above being collectively referred to as the “Pledged Collateral”). Notwithstanding the foregoing or anything else to the contrary herein, neither “Pledged Collateral” nor any defined term used therein shall include any Excluded Assets.

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Each Loan Party represents and warrants to Agent and the Lenders as follows:

The execution, delivery and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Loan Party’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto (with respect to performance, in any material respect), (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Loan Party, or any of their property or assets may be bound or affected (with respect to performance, in any material respect), (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 6.1(b) and except for the requirement to offer the Dutch Omnibus Pledge for registration with the Dutch tax authorities), or (v) constitute an event of default under any material agreement by which such Loan Party, or its properties, is bound. No Loan Party is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default would reasonably be expected to result in a Material Adverse Change.

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None of the Loan Parties, any Subsidiaries or, to the knowledge of Borrower Representative, any of their respective Affiliates or agents acting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti‑Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti‑Terrorism Law, or (iii) is a Blocked Person. None of the Loan Parties, any Subsidiaries, or to the knowledge of Borrower Representative, any of their respective Affiliates or agents, acting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti‑Terrorism Law.

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Until the Termination Date, each Loan Party shall, and shall cause each of its Subsidiaries, to:

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Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC (or its Canadian equivalent)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or provides a link thereto, on its website on the internet at Borrower Representative’s website address.

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Until the Termination Date, each Loan Party shall not, and shall cause each Subsidiary thereof not to, unless the Required Lenders shall otherwise consent in writing:

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Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

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In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by any Loan Party. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lenders for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of any Loan Party is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Agent and other Lenders for purposes of perfecting Agent’s security interest therein.

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All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile or electronic mail transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand‑delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Agent, Lender or Borrower Representative may change its mailing address, facsimile number, or email address by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Loan Parties:	Orthofix Medical Inc. 3451 Plano Parkway Lewisville, TX 75056 Attn: Julie Andrews, Chief Financial Officer; Andres Cedron, Chief Legal Officer Email: julieandrews@orthofix.com; andrescedron@orthofix.com
with a copy (which shall not constitute notice) to:	King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 Attn: Marisa A. Sotomayor; Fradyn Suarez Email: msotomayor@kslaw.com; fsuarez@kslaw.com
If to Agent:	OXFORD FINANCE LLC 115 South Union Street Suite 300 Alexandria, VA 22314 Attn: Legal Department

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	Email: LegalDepartment@oxfordfinance.com
with a copy (which shall not constitute notice) to:	SIDLEY AUSTIN LLP 1001 Page Mill Rd, Building 1 Palo Alto, CA 94304 Attn: Cynthia Bai; Cindy Lovering Email: cbai@sidley.com; clovering@sidley.com

New York law governs the Loan Documents (except as otherwise expressly provided therein) without regard to principles of conflicts of law. Each Loan Party, Lenders and Agent each submit to the exclusive jurisdiction of the State and Federal courts in the City of New York, Borough of Manhattan. NOTWITHSTANDING THE FOREGOING, AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST SUCH LOAN PARTY OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY OR APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE AGENT’S AND THE LENDERS’ RIGHTS AGAINST SUCH LOAN PARTY OR ITS PROPERTY. Each Loan Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each Loan Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each Loan Party hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to such Loan Party at the address set forth in, or subsequently provided in accordance with, Section 10 of this Agreement, or to its process agent, as set forth below, and that service so made shall be deemed completed upon the earlier to occur of the actual receipt thereof by such Loan Party or three (3) days after deposit in the U.S. mails, first class, registered or certified mail return receipt requested, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY, AGENT, AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Each Loan Party hereby appoints Borrower Representative as its agent to receive service of process in connection with any claim arising out of or related to this agreement, the other loan documents or the transactions contemplated thereby. ANY AND ALL SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE EFFECTIVE AGAINST SUCH PERSON IF GIVEN TO ITS AGENT TO RECEIVE SERVICE OF PROCESS PROVIDED ABOVE.

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(ii) Assignments shall be subject to the following additional conditions:

(iii) Upon such execution and delivery of the Assignment and Assumption Agreement to Agent, from and after the date specified as the effective date in the Assignment and Assumption Agreement, (x) the Eligible Assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, such Eligible Assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights (other than any rights it may have pursuant to this Agreement which by their terms will survive) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease

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to be a party hereto). Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement.

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Each Lender may (without the consent of Agent, any Loan Party or any other Lender) transfer, assign, pledge or collaterally assign and grant a security interest in or to all (or a portion) of its rights and obligations under this Agreement in connection with its own financing or securitization transactions, including all rights, benefits, warranties, representations, covenants, indemnities and remedies, and all proceeds of the foregoing, contained in this Agreement and any of the other Loan Documents and, notwithstanding any provision in this Agreement or any other Loan Document to the contrary, there shall be no requirement, limitation or restriction on the ability of each such transferee, pledgee or assignee to foreclose upon and further assign or otherwise transfer all (or a portion) of such rights upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that in each case, no such transfer, pledge or assignment shall be made to any Person that is not an Eligible Assignee, or release such Lender from any of its obligations hereunder or substitute any such transferee, pledgee or assignee for such Lender as a party hereto unless such transferee, pledgee or assignee executes and delivers to Agent, for its acceptance and recording in the Register, an Assignment and Assumption Agreement, and a processing and recordation fee of Three Thousand Five Hundred and No/100 Dollars ($3,500.00) to be paid by the assignee.

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This Section 12.2 shall not apply with respect to Taxes other than any Taxes that represent Claims, losses, expenses, etc. arising from any non-Tax claim. This Section 12.2 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run.

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In all other respects Agent is authorized to take or to refrain from taking any action which Agent, in the exercise of its reasonable business judgment, deems to be advisable and in the best interest of Lenders, unless this Agreement specifically requires Borrowers or Agent to obtain the consent of, or act at the direction of, Required Lenders. Without limiting the generality of the foregoing sentence, and notwithstanding any other provision of this Agreement to the contrary, Agent shall have the right in its sole discretion to release any Lien on any property granted to or held by Agent under any Loan Document (1) upon the Termination Date, or (2) that is sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder. In the event Agent or Required Lenders terminate this Agreement pursuant to the terms hereof, Agent and Required Lenders agree to cease making additional loans or advances upon the effective date of termination, except for expenses which Agent in its sole discretion determines are reasonably required to preserve, protect or realize upon the Collateral. Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and a change in the principal of, or interest on, the Credit Extensions made by such Defaulting Lender and any date fixed for payment of principal of, or interest on, the Credit Extensions made by such Defaulting Lender may not be made without the consent of such Lender, and (ii) no Lender shall have the right to approve or disapprove any amendment if in connection with the effectiveness of such amendment, all Obligations owing to such Lender will be repaid in full.

Notwithstanding the foregoing, (a) any provision of this Agreement may be amended (or amended and restated) by an agreement in writing entered into by Borrowers and Agent (acting at the direction of the Required Lenders) if (i) by the terms of such agreement, the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of all amounts owing to it or accrued for its account under this Agreement, and (b) any Loan Party may be joined as a party hereto by delivery of a counterpart signature hereto, and accepted by Agent, and such new Loan Party shall thereby be deemed, as of the date specified on such joinder signature page, to have agreed (i) to be joined as a Loan Party in the capacity indicated in such signature page, (ii) to make the applicable representations and warranties set forth in Section 5, (iii) to abide by the affirmative and negative

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covenants in the Loan Documents applicable to it, (iv) to grant a security interest in the Collateral owned by it in accordance with this Agreement and/or the other applicable Loan Documents.

Notwithstanding anything to the contrary contained in this Section 12.6, if at any time after the Effective Date, Agent and Borrower Representative shall have jointly identified (x) an ambiguity, error, omission or defect, (y) any ambiguity, error, omission, mistake or defect of a technical or immaterial nature or (z) any incorrect cross reference or similar inaccuracy, in each case, in any provision of the Loan Documents, then Agent and Borrower Representative shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by Agent or any Lender (in case of an error identified by Borrower Representative) or Borrower Representative (in case of an error identified by Agent) within five (5) Business Days following receipt of notice thereof.

Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Credit Extensions in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Borrower Representative, Agent and such Lender.

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12.14 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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Each Loan Party, Lender or other potential recipient hereby agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from Agent or its Affiliate (i) that is in a different amount than, or on a different date from, that specified in a written notice sent by Agent or its Affiliate with respect to such payment or (ii) that was not preceded or accompanied by a written notice, such Loan Party, Lender or other recipient shall be on notice, in each such case, that an error has been made with respect to such payment. Each Loan Party, Lender or other recipient agrees that, in each such case, or if it otherwise becomes aware a payment (or portion thereof) may have been sent or received in error, such Loan Party, Lender or other recipient shall promptly notify Agent of such occurrence. Agent shall inform each recipient promptly upon determining that any payment made to such recipient comprised, in whole or in part, an Erroneous Payment.

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In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Credit Extensions, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(i) to enter into and sign for and on behalf of the Lenders as Secured Parties the Loan Documents for the benefit of the Lenders and the other Secured Parties;

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(ii) to automatically release any Lien on any property granted to or held by Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations not then due), (ii) at the time the property subject to such Lien is disposed or to be disposed as part of or in connection with any Transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) subject to Section 12.6, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) to the extent provided in the Loan Documents or (v) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to Section 13.16(a)(iii);

(iii) to automatically release any Guarantor from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or was elected by Borrower Representative, but not required to be, but for such election, a Guarantor; provided that the release of any Guarantor from its obligations under this Agreement if such Guarantor becomes an Excluded Subsidiary of the type described in clause (a)(i) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, (A) no Event of Default shall have occurred or would result therefrom and (B) after giving effect to such release and the consummation of the transaction that causes such Guarantor to be an Excluded Subsidiary of such type, Borrower Representative is deemed to have made a new Investment in such Person for purposes of Section 7.6 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.6 at such time.

(b) Upon request by Agent at any time, the Required Lenders may confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 13.16; provided that, failure by the Required Lenders to provide such confirmation will not impair any Loan Party’s rights to release such interests. In each case as specified in this Section 13.16, Agent will (and each Lender irrevocably authorizes and instructs Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Loan Documents or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 13.16.

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When all Commitments hereunder have terminated, and all Term Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, this Agreement and the Guaranties made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

“Account” is any “account” as defined in the Code, and includes, without limitation, all accounts receivable and other sums owing to any Loan Party.

“Account Debtor” is any “account debtor” as defined in the Code.

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“Acquisition” means the acquisition by any Person, in a single transaction or in a series of related transactions, of all or substantially all of the property of another Person, or of a division or other business segment, line or unit of another Person, or at least a majority of the voting Equity Interests of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

“Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“Agent” has the meaning set forth in the preamble hereto.

“Aggregate Payments” is defined in Section 14.6.

“Agreement” is defined in the preamble hereof.

“Agreement Currency” is defined in Section 12.2.

“Amortization Date” is January 1, 2029.

“Annual Projections” is defined in Section 6.2(a).

“Anti‑Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, the laws administered by OFAC, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” applicable laws, whether within Canada or elsewhere, including any regulations, guidelines or orders thereunder.

“Approved Fund” is any (a) Person, investment company, fund, securitization vehicle or conduit that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender, or (b) any Person (other than a natural person) which temporarily warehouses loans, or provides financing or securitizations, in each case, for any Lender or any entity described in the preceding clause (a).

“Article 9 Collateral” is defined on Exhibit A.

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement in the form of Exhibit E attached hereto or such other form as approved by Agent.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Basic Rate” is the floating per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) three percent (3.0%) and (ii) Term SOFR as of the applicate date of determination, plus (b) five and three quarters and one percent (5.75%). Notwithstanding the foregoing, in no event shall the Basic Rate be less than eight and three-quarters percent (8.75%).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.7.

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“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Agent giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

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“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.7 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.7.

“Benefit Plan” is means an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to the provisions of Title IV of ERISA or Section 412 of the U.S. Internal Revenue Code or Section 302 of ERISA.

“BIA” is the Bankruptcy and Insolvency Act (Canada) and any successor legislation.

“Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti‑Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

“Board” means, with respect to any Person, the board of directors, board of managers, managers or other similar bodies or authorities performing similar governing functions for such Person. Unless the context otherwise requires, each reference to a Board herein shall be a reference to the Board of Borrower Representative.

“Borrower” is defined in the preamble hereof.

“Borrower Representative” is defined in the preamble hereof.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Agent is closed.

“Canadian Loan Documents” are, collectively that certain Canadian law share pledge agreement executed by Seaspine Orthopedics IntermediateCo, Inc., Canadian law guarantee agreement executed by Project Maple Leaf Holdings ULC, Canadian law general security agreement executed by Project Maple Leaf Holdings ULC, Canadian law intellectual property security agreement executed by Project Maple Leaf Holdings ULC, Canadian law share pledge executed by Project Maple Leaf Holdings ULC, Canadian law guarantee agreement executed by 7D Surgical ULC, Canadian law general security agreement executed by 7D Surgical ULC, Canadian law intellectual property security agreement executed by 7D Surgical ULC, each in form satisfactory to Agent, and any other Loan Documents entered into from time to time governed by Canadian law.

“Canadian Loan Parties” means, collectively, Project Maple Leaf Holdings ULC, an unlimited liability company organized under the laws of British Columbia, 7D Surgical ULC, an unlimited liability company organized under the laws of British Columbia, and any other Loan Party from time to time organized under the laws of Canada or any province or territory thereof.

“Cash Equivalents” are (a) marketable direct obligations issued or unconditionally guaranteed by the United States, Canada or any agency or any State or Province thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of

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swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long‑term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction rate security (each, an “Auction Rate Security”).

“CCAA” is the Companies’ Creditors Arrangement Act (Canada) and any successor legislation.

“CFC” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the U.S. Internal Revenue Code.

“CFC Holding Company” means any direct or indirect Subsidiary that holds no material assets other than equity of one or more Foreign Subsidiaries that are CFCs.

“Change of Control” means an event or series of events (a) as a result of which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Act, but excluding any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any Benefit Plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than fifty percent (50%) of the Equity Interests of Borrower Representative entitled to vote for members of the Board on a fully-diluted basis; (b) as a result of which, a majority of the members of the Board (excluding vacant seats) cease to be composed of individuals (i) who were members of such Board on the Effective Date, (ii) who were elected, appointed or nominated to such Board, or whose election, appointment or nomination to such Board was approved, by individuals referred to in clause (i) above constituting at the time of such election, appointment, nomination or approval at least a majority of such Board or equivalent governing body or (iii) who were elected, appointed or nominated to such Board, or whose election, appointment or nomination to such Board was approved, by individuals referred to in clauses (i) and (ii) above constituting at the time of such election, appointment, nomination or approval at least a majority of such Board; and (c) except to the extent permitted by this Agreement, that results in the failure by Borrower Representative to own, directly or indirectly, beneficially and of record, one-hundred percent (100%) of all issued and outstanding Equity Interests of each Loan Party that is a Subsidiary.

“Claims” are defined in Section 12.2.

“Code” means (a) with respect to any Collateral located in the United States, the UCC; and (b) with respect to any Collateral located in Canada, the PPSA.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by any Loan Party in the United States at any time.

“Commitment” means any of the Term A Loan Commitment or the Term B Loan Commitment.

“Commitment Percentage” means, with respect to each Commitment, the percentage thereof to be funded by each Lender, as set forth in Schedule 1.1, as amended from time to time.

“Commodity Account” is any “commodity account” as defined in the UCC.

“Communication” is defined in Section 10.

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“Compliance Certificate” is the Monthly Compliance Certificate or the Quarterly Compliance Certificate, as applicable.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the addition of a concept of “interest period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated EBITDA” is, for Borrower Representative and its Subsidiaries, on a consolidated basis, all as determined in accordance with GAAP (and without duplication), an amount equal to:

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minus

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provided that, add-backs under clause (vii) and clause (x), in the aggregate, shall not exceed, on a trailing twelve-month basis, (A) Fifteen Million Dollars ($15,000,000) for the quarterly measurement period through and including December 31, 2024, (B) Twelve Million Dollars ($12,000,000) for the quarterly measurement period through and including March 31, 2025, (C) Ten Million Dollars ($10,000,000) for the quarterly measurement period through and including June 30, 2025; and (D) Seven Million Five Hundred Thousand Dollars ($7,500,000) for the quarterly measurement period through and including September 30, 2025; provided, further, that, for any measurement period, the sum of amounts pursuant to clause (vii) (for any Test Period ending December 31, 2025 or thereafter), clause (viii) (to the extent related to transactions which did not close), clause (ix), clause (x) (for any Test Period ending December 31, 2025 or thereafter), and clause (xv) shall not exceed 20% of Consolidated EBITDA.

Notwithstanding the foregoing, for the fiscal periods set forth therein, Consolidated EBITDA shall be deemed to be the corresponding amount set forth on Schedule 2 hereto for purposes of making any financial covenant calculation or determining compliance with any condition or covenant that includes any such periods.

“Consolidated Interest Expense” means, for any period, the sum of total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest), premium payments, debt discount, fees, charges and related expenses with respect to all outstanding Indebtedness of Borrower Representative and its Subsidiaries, whether paid or accrued, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, consolidated net income (loss) of Borrower Representative and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP; provided that, (i) the net income (loss) of any Subsidiary that is not a Wholly-Owned Subsidiary and not a Loan Party shall be limited to the amount attributable to the ownership percentage that a Loan Party owns in such Subsidiary as of the date of determination, and (ii) the net income (loss) of any Person that is not a Subsidiary in which Borrower Representative or any of its Subsidiaries has an ownership interest shall be excluded (except to the extent that any such income is actually distributed to Borrower Representative or such Subsidiary).

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co‑made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business or consistent with past practice. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Contributing Guarantor” is defined in Section 14.6

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“Control Agreement” is any control agreement entered into among the depository institution at which Borrower Representative or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower Representative or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower Representative and such Subsidiary, and Agent pursuant to which Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account, or Commodity Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit Extension” is any Term Loan or any other extension of credit by Agent or Lenders for Borrowers’ benefit.

“CRR” means the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

“Current Assets” means, at any date of determination, all amounts that would, in conformity with GAAP, be included as “total current assets” at such date, including without limitation, cash, Cash Equivalents, Accounts, Inventory and prepaid expenses.

“Debtor Relief Laws” means the Bankruptcy Code, the BIA, the CCAA, the WURA, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, any state thereof or other applicable jurisdictions from time to time in effect.

“Default” means any circumstance, event or condition that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” is defined in Section 2.3(b).

“Defaulting Lender” means any Lender that (a) has failed to make any Credit Extension or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Loan Document on the date such amounts were required to be funded hereunder unless such Lender notifies Agent and Borrower Representative that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified Agent, any Lender or Borrower Representative in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect unless such Lender notifies Agent and Borrower Representative that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (c) has failed, within two (2) Business Days after written request by Agent, to confirm in writing to Agent that it will comply with its prospective funding obligations hereunder unless such Lender notifies Agent and Borrower Representative that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of any Insolvency Proceeding (or any similar provision in any other Debtor Relief Laws) or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any regulatory authority of any applicable jurisdiction acting in such a capacity. Any determination by Agent (or Required Lenders, if Agent is a Defaulting Lender) that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by Agent (or Required Lenders, if applicable) in a written notice of such determination, which shall be delivered by Agent to Borrower Representative and each Lender promptly following such determination. If Agent (or Required

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Lenders, if Agent is the Defaulting Lender) agrees in writing that a Lender is no longer a Defaulting Lender, Agent (or Required Lenders, if applicable) will so notify Borrower Representative and each Lender, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that each Lender will, to the extent applicable, purchase at par that portion of outstanding Credit Extensions of the other Lenders or take such other actions as Agent (or Required Lenders, if applicable) may determine to be necessary to cause the Credit Extensions to be held on a pro rata basis by Lenders in accordance with their applicable Pro Rata Shares, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed to by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

“Defined Benefit Plan” means a pension plan registered under the Income Tax Act (Canada), the Pension Benefits Act (Ontario) or any other applicable pension standards legislation which contains a “defined benefit provision”, as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada).

“Deposit Account” is any “deposit account” as defined in the UCC.

“Disbursement Letter” is that certain form attached hereto as Exhibit B.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests (other than Equity Interests described in this defined term) and/or cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control), (b) is redeemable at the option of the holder thereof other than solely for Equity Interests (other than Equity Interests described in this defined term) and/or cash in lieu of fractional shares, in whole or in part (other than as a result of a change of control), (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Equity Interests (except as a result of a change of control), in each case of clauses (a) through (d), prior to the date that is six months after the Maturity Date.

“Disqualified Lender” means any bank, financial institution, institution lender or any other Person that (x) has been specified to Agent by Borrower Representative in writing as of the Effective Date or thereafter if approved by Required Lenders, and in each case, any Affiliates of such banks, financial institutions or institution lenders or other Persons, in each case that are readily identifiable as Affiliates on the basis of such Affiliate’s name or that have been specified to Agent by Borrower Representative in writing, (y) constitutes a direct competitor of the Loan Parties, or (z) unless an Event of Default exists and is continuing pursuant to Section 8.1, Section 8.2(a) (to the extent due to a breach of financial covenant which has not been cured or waived for a period of 30 days), Section 8.5, or Section 8.7 (to the extent resulting in a Material Adverse Change), a vulture hedge fund, as determined by Agent.

“Dollars,” “dollars” and “$” each mean lawful money of the United States.

“Dutch Borrower” means any borrower organized under the laws of the Netherlands.

“Dutch Loan Documents” are, collectively (i) a notarial deed of pledge of shares (including related powers of attorney) in the capital of Dutch Loan Party entered into between Borrower Representative as pledgor, Agent as pledgee and Dutch Loan Party as company, (ii) the Dutch Omnibus Pledge and any other Loan Documents entered into from time to time governed by Dutch law.

“Dutch Loan Party” means Orthofix Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and any other Loan Party from time to time organized under the laws of the Netherlands.

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“Dutch Omnibus Pledge” means a security omnibus agreement entered into between Dutch Loan Party as pledgor and Agent as pledgee.

“Dutch Qualifying Lender” means a Lender which is entitled to interest payable to that Lender in respect of an advance under a Loan Document and is entitled under Dutch law to receive interest without any Tax Deduction.

“Effective Date” is defined in the preamble of this Agreement.

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, and/or (iii) an Approved Fund and (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrowers without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include(i) any Loan Party or any Affiliate or Subsidiary of a Loan Party, (ii) any Person that is a Defaulting Lender, (iii) any natural Person, or (iv) any Disqualified Lender. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Agent shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as Agent reasonably shall require.

“English Loan Documents” are, collectively the English Security Agreements and any other Loan Documents entered into from time to time governed by English law.

“English Loan Party” Orthofix Limited, a limited company organized under the laws of England and Wales, and any other Loan Party from time to time organized under the laws of England and Wales.

“English Security Agreements” the English law security agreement entered into on or around the Effective Date between the English Loan Party and Agent together with any other security agreement entered into from time to time between a Loan Party and Agent and which is governed by English law and evidences or creates security over any assets of a Loan Party.

“Equipment” is all “equipment” as defined in the Code.

“Equity Interests” means, with respect to any Person, any of the shares of capital stock of (or other ownership, membership or profit interests in) such Person, any of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership, membership or profit interests in) such Person, any of the securities convertible into or exchangeable for shares of capital stock of (or other ownership, membership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and any of the other ownership, membership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

“Event of Default” is defined in Section 8.

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“Excluded Assets” means (i) licenses, instruments, leases and agreements to the extent and so long as such a pledge thereof would violate the terms thereof, require the consent of a third-party or violate any Requirements of Law, but only to the extent, and for so long as, such consent is not obtained, prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Code or any other Requirement of Law; (ii) any cash collateral accounts subject to Liens permitted under the definition of “Permitted Liens”; (iii) any Equity Interests issued by Subsidiaries to the extent not required to be pledged in accordance with the defined term “Shares”, (iv) any Equity Interests of Neo Medical SA and any other assets purchased by OUL or any other Loan Party or Subsidiary in connection with the Neo Medical Investment, provided that the exclusion pursuant this clause (iv) shall cease to apply at June 30, 2025 and all times thereafter, (v) Indebtedness owing to OUL or any other Loan Party or Subsidiary pursuant to the nView NPAN, (vi) [reserved], (vii) commercial tort claims with a value equal to or less than One Million Dollars ($1,000,000), (viii) [reserved], (ix) [reserved], (x) [reserved], (xi) any lease, license or other agreement or any property subject thereto to a purchase money security interest, capital lease obligation or similar arrangements, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party), (xii) with respect to any Equity Interests, promissory notes or other Indebtedness held by a Loan Party (other than Equity Interests or Indebtedness of Wholly-Owned Subsidiaries), to the extent not permitted by the terms of the organizational documents or transaction documents governing such Equity Interests or Indebtedness, such Equity Interests or Indebtedness, (xiii) Equity Interests of Subsidiaries to the extent excluded under the defined term “Shares”, (xiv) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application or any registration that issues therefrom under applicable federal Law, (xv) particular assets if and for so long as, if reasonably agreed between Agent and Borrower Representative, that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets are excessive in relation to the practical benefits to be obtained by the Secured Parties therefrom, and (xvi) margin stock.

“Excluded Subsidiary” means

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“Excluded Subsidiary Limitations” is defined in Section 6.13(b).

“Excluded Taxes” means with respect to a Recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.6, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.6(f), (d) any withholding Taxes imposed under FATCA, (e) any Taxes imposed by the Netherlands on amounts payable to such recipient as a result of such recipient having a substantial interest (aanmerkelijk belang) within the meaning of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) in a Dutch Loan Party or a Loan Party otherwise resident for Tax purposes of the Netherlands, (f) any Taxes imposed by the Netherlands pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) but only if it would not have been imposed if such Lender had been a Dutch Qualifying Lender in relation to a Dutch Loan Party or a Loan Party otherwise resident for Tax purposes of the Netherland at the relevant time, but that Lender was not a Dutch Qualifying Lender at the relevant time other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or treaty or any published practice or published concession of any relevant taxing authority, and (g) any Canadian federal withholding Taxes imposed on the payment as a result of having been ‎made to a recipient that, at the time of making such payment, (i) is a person with which a Loan ‎Party does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)), or (ii) is a ‎‎“specified non-resident shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of a ‎Loan Party or does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) ‎with a “specified shareholder” (other than where the non-arm’s length relationship arises, or ‎where the recipient is a “specified non-resident shareholder” or does not deal at arm’s length with a “specified ‎shareholder”, in connection with or as a result of the recipient having become a party to, received ‎or perfected a security interest under or received or enforced any rights under, any Loan ‎Document)‎.

“Existing Indebtedness” is the indebtedness pursuant to that certain Financing Agreement, dated November 6, 2023, by and among Borrower, certain Subsidiaries party thereto, the Lenders party thereto and Blue Torch Finance LLC, as administrative agent and collateral agent.

“Fair Share” is defined in Section 14.6.

“Fair Share Contribution Amount” is defined in Section 14.6.

“FATCA” means Sections 1471 through 1474 of the U.S. Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the U.S. Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the U.S. Internal Revenue Code.

“Federal Funds Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on

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the next preceding Business Day, and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined by Agent.

“Fee Letter” means that certain letter agreement with respect to certain fees and charges in connection with the Commitments and Credit Extensions hereunder, dated as of the Effective Date, by and among Agent, Lenders and Borrower Representative, as amended, restated, supplemented or otherwise modified from time to time.

“Foreign Subsidiary” is a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof.

“Funded Indebtedness” means, as of any date of determination, without duplication, all of the following Indebtedness, whether or not included as indebtedness or liabilities in accordance with GAAP:

“Funding Date” is any date on which a Credit Extension is made to or on account of Borrowers which shall be a Business Day.

“Funding Guarantor” is defined in Section 14.6.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

“General Intangibles” are all “intangibles” and “general intangibles” as defined in the Code.

“Government Account Debtor” means an account debtor making payments under a Government Reimbursement Program and any other healthcare program operated by or financed in whole or in part by any foreign or domestic federal, state or local government.

“Government Reimbursement Program” means any “federal health care program” as defined in 42 U.S.C. § 1320a-7b(f), which includes (as applicable) Medicare, Medicaid, TRICARE, CHAMPVA and any “state health care program” as defined in 42 U.S.C. §1320a-7(h).

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

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“Governmental Authority” is any nation or government, any state, provincial, territorial, or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self‑regulatory organization.

“Guaranteed Obligations” is defined in Section 14.1.

“Guarantor” is defined in the preamble hereto.

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.

“Health Care Laws” means all Requirements of Law, if and to the extent applicable to any Loan Party or Subsidiary, relating in any way to: (a) the provision of, or payment for, health care services, equipment, or supplies; (b) health care fraud, waste or abuse (including the following statutes, as amended, modified or supplemented from time to time and any successor statutes thereto and regulations promulgated from time to time thereunder: (i) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), (ii) the Ethics in Patient Referrals Act (Stark Law) (42 U.S.C. § 1395nn and § 1395(q)), (iii) the civil False Claims Act (31 U.S.C. § 3729 et seq.), (iv) the federal health care program exclusion provisions (42 U.S.C. § 1320a-7), (v) the Civil Monetary Penalties Act (42 U.S.C. § 1320a-7a), (vi) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No. 108-173)), and (vii) other applicable requirements relating to prohibited remuneration, or the defrauding of, or making of any false claim, false statement, or misrepresentation of material facts to any third party payor; (c) quality, safety certification and accreditation standards and requirements; (d) the privacy and security of patient health information, including HIPAA and state, Canadian federal, provincial or territorial health information privacy laws; (e) fee-splitting prohibitions; (f) the development, manufacturing, sale, marketing, distribution, storage, prescription or handling of medical devices, including all applicable rules and requirements of the U.S. Drug Enforcement Administration and the U.S. Food & Drug Administration (or such equivalent federal or provincial Governmental Authority); and (g) any and all other applicable federal, state, provincial, territorial or local health care laws, rules, codes, regulations, orders, ordinances, professional or ethical rules, administrative requirements, as the same may be amended, modified or supplemented from time to time.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d‑1329d‑8, as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111‑5, as the same may be further amended, modified or supplemented from time to time, and its implementing Administrative Simplification regulations related to the privacy of Protected Health Information and Security Standards, as defined by law (45 C.F.R. parts 160, 162, and 164), also known as the HIPAA Privacy Rule, the Standards for Electronic Transactions, the security standards and any and all rules or regulations promulgated from time to time thereunder.

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) net capital lease obligations, and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.2.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrowers under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, the BIA, the CCAA, the WURA or the Dutch Bankruptcy Act (Faillissementswet).

“Insolvent” means not Solvent.

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“Intellectual Property” means all of any Loan Party’s or any Subsidiary’s right, title and interest in and to the following:

“Inventory” is all “inventory” as defined in the Code.

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance, payment or capital contribution to any Person.

“IP Agreement” is that certain Intellectual Property Security Agreement entered into by and between the applicable Loan Parties and Agent dated as of the Effective Date, as such may be amended from time to time.

“Judgment Currency” is defined in Section 12.2.

“Lattus Spine Acquisition” is the purchase by Seaspine Orthopedics Corporation, a Delaware corporation (“SOC”), of certain surgical equipment and other products from Lattus Spine LLC, Nevada limited liability company (“Lattus Spine”), pursuant to that certain Purchase Agreement, originally dated as of December 1, 2022, and mutually executed and delivered by SOC and Lattus Spine on December 15, 2022.

“Lender” is any one of the Lenders.

“Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12.1.

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, hypothec or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan Documents” are, collectively, this Agreement, the Fee Letter, the Perfection Certificate, each Compliance Certificate, each Disbursement Letter, the IP Agreement, the English Loan Documents, Canadian Loan Documents, the Dutch Loan Documents, any subordination agreements, any note, or notes or guaranties executed by any Loan Party or any other Person, and any other present or future agreement entered into by any Loan Party or any other Person for the benefit of the Secured Parties in connection with this Agreement; all as amended, restated, or otherwise modified.

“Loan Party” has the meaning set forth in the preamble to this Agreement.

“Loan Party’s Books” are any Loan Party’s or any of its Subsidiaries’ books and records including ledgers, federal, state, provincial and territorial tax returns, records regarding such Loan Party’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

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“Material Adverse Change” is (a) a material impairment in the perfection or priority of Agent’s Lien in the Collateral as required under the Loan Documents or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) or prospects of Borrower or its Subsidiaries taken as a whole; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

“Material Intellectual Property” means intellectual property (including exclusive intellectual property licenses) of the Loan Parties (taken as a whole), the loss of which would result in a Material Adverse Change.

“Maturity Date” is November 1, 2029.

“Medicaid” means that means-tested entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides Federal grants to States for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et Seq. of Title 42 of the U.S. Internal Revenue Code, as amended, and any statute succeeding thereto.

“Medicare” means that government-sponsored entitlement program under Title XVIII, P.L. 89-87 of the Social Security Act, which provides for a health insurance system for the ineligible.

“Monthly Compliance Certificate” means the certain certificate in the form attached hereto as Exhibit C‑1.

“Neo Medical Investment” means, collectively, the transactions contemplated by that certain Share Purchase Agreement, dated as of August 23, 2024, between OUL and Gyrus Capital Principal Fund II LP.

“Non-Public Lender” means:

“Non-U.S. Loan Party” means any Loan Party other than a U.S. Loan Party.

“nView NPAN” means, collectively (i) that certain Note Purchase Agreement, originally dated as of December 17, 2021, between OUL and nView Medical Inc., a Delaware corporation, and (ii) the “Note” (as defined therein) related thereto, each as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Obligations” are all of the Loan Parties’ obligations to pay when due any debts, principal, interest, Secured Party Expenses, any fees pursuant to the Fee Letter and other amounts any Loan Party owes the Secured Parties now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or the other Loan Documents, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of any Loan Party assigned to any Secured Party, and the performance of the Loan Parties’ duties under the Loan Documents.

“Obligee Guarantor” is defined in Section 14.9.

“OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control.

“OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists

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or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Orthofix Italy” means Orthofix S.r.l., a company founded under the laws of the Republic of Italy.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Credit Extension or Loan Document).

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“OUL” has the meaning set forth in the preamble hereto.

“Participant” has the meaning set forth in Section 12.1.

“Participant Register” has the meaning set forth in Section 12.1.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Payment Date” is the first (1st) calendar day of each calendar month, commencing on January 1, 2025.

“Perfection Certificate” means the completed perfection certificate, dated as of the Effective Date, delivered to Agent in connection herewith with respect to the Loan Parties and their respective Subsidiaries.

“Permitted Acquisition” means, (i) each Acquisition that is approved by Required Lenders, in their sole discretion, as such, (ii) the acquisition substantially on the terms provided to Agent prior to the Effective Date (or terms no less favorable to the Loan Parties, as determined by Required Lenders), (iii) any other Acquisition of any distributor partner in accordance with the terms of distribution agreements with distributor partners with an aggregate purchase price per fiscal year not to exceed Twenty Million Dollars ($20,000,000) (of which not more than Ten Million Dollars ($10,000,000) shall consist of cash consideration, and which may consist of capital stock of Borrower Representative (other than Disqualified Equity Interest)), and (iv) any other Acquisition, to the extent not described in the foregoing clauses (i), (ii) and (iii), which satisfies and is conducted in accordance with the following requirements:

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“Permitted Indebtedness” is:

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“Permitted Investments” are:

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“Permitted Licenses” are licenses for the use of the Intellectual Property of any Loan Party or any Subsidiary entered into in the ordinary course of business, provided, that

“Permitted Liens” are:

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“Permitted Reorganization” means a reorganization substantially consistent with the steps outlined in that certain “Legal Entity Rationalization” plan shared with the Lenders prior to the Effective Date, provided that such reorganization shall not result in the Transfer of material assets from a Loan Party to a Subsidiary that is not a Loan Party or the assumption of material liabilities of a Subsidiary that is not a Loan Party by a Loan Party.

“Permitted Restricted Payments” means any of the following payments or distributions: (a) Borrower Representative to pay dividends in the form of common Equity Interests of Borrower Representative; (b) the Wholly-Owned Subsidiaries of Borrower Representative or any Subsidiary thereof may declare and make such payments or

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distributions ratably to direct holders of their Equity Interests; (c) Borrower Representative may purchase Equity Interests in Borrower Representative from present or former officers or employees of any Borrower or Subsidiary thereof upon the death, disability or termination of employment of such officer or employee, provided that no Default then exists or would result therefrom and the aggregate amount of payments made under this clause (c) shall not exceed One Million Dollars ($1,000,000) during any fiscal year of Borrower Representative; (d) Borrower Representative to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof; (e) the Borrower Representative in the form of any repurchase of the Equity Interests thereof deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity-based awards if such Equity Interests represent a portion of the exercise price of, or tax withholdings with respect to, such options, warrants or other equity-based awards; (f) any payments constituting (x) a Permitted Investment (including, without limitation, any payments of consideration due in respect of Permitted Acquisitions or earnout obligations existing as of the Effective Date and disclosed on the Perfection Certificate), (g) to effect the Permitted Reorganization; and (h) additional payments or distributions in aggregate amount not to exceed One Million Dollars ($1,000,000) during the term of this Agreement.

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Pledged Collateral” is defined in Section 4.3(a).

“Pledged Debt” is defined in Section 4.3(a)(ii).

“PPSA” is the Personal Property Security Act (Ontario), as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time made under such legislation, as supplemented by the Securities Transfer Act (Ontario) and the regulations thereunder, as from time to time in effect; provided, that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Personal Property Security Act in effect in a jurisdiction other than the Province of Ontario, the term “PPSA” shall mean the Personal Property Security Act or equivalent personal property security legislation (including for the purposes of the Province of Quebec, the Civil Code of Quebec), including any laws similar to the Securities Transfer Act (Ontario), as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans.

“Quarterly Compliance Certificate” means the certain certificate in the form attached hereto as Exhibit C‑2.

“Recipient” means Agent and any Lender, as applicable.

“Registered Organization” is any “registered organization” as defined in the UCC on the date hereof.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Required Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective Date and the first Lender that becomes a Lender within 120 days of the Effective Date and designated as “Original Lender” by Agent, (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan (except, with respect to each Original Lender, to an Affiliate or Approved Fund of such Original Lender), Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least fifty-one

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percent (51 %) of the aggregate outstanding principal balance of the Term Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan (except to an Affiliate or Approved Fund), (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing, provided further, that to the extent there are two (2) or more unaffiliated Lenders, “Required Lenders” shall include at least two (2) unaffiliated Lenders (treating each Lender that is an Affiliate or an Approved Fund of another Lender and such Lender as one Lender for this purpose). Notwithstanding the foregoing, the Commitments and the Term Loans of any Defaulting Lender shall be disregarded in determining Required Lenders.

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower Representative acting alone, and solely in their professional capacity and not in any personal capacity.

“SeaSpine Transaction” means all transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 10, 2022, among the Borrower Representative, Orca Merger Sub Inc., a Delaware corporation, and Seaspine Holdings Corporation, a Delaware corporation.

“Second Draw Period” is the period commencing on January 1, 2025 or such later date that the Term B Milestone is satisfied and ending on the earlier of (i) June 30, 2026 and (ii) the occurrence of an Event of Default;

“Secured Parties” collectively, means Agent and Lenders.

“Secured Party Expenses” are all reasonable and documented out-of-pocket audit fees and expenses, costs and expenses (including reasonable and documented attorneys’ fees and expenses of one primary outside counsel to Agent and all Lenders taken and of one outside counsel in each relevant material foreign jurisdiction (but excluding any allocated costs of in-house or internal counsel to any Lender or Agent) and (in the event of a perceived or actual conflict of interest, one additional primary law firm, together with one additional counsel for each Lender, in each applicable jurisdiction and specialty), as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Agent in connection with the Loan Documents, provided that after the occurrence and during the continuation of an Event of Default the foregoing limitations as to number of counsel for Agent and/or Lenders shall cease to apply.

“Secured Promissory Note” is defined in Section 2.4.

“Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed to such Lender and credits made thereto.

“Securities Account” is any “securities account” as defined in the Code.

“Security Instrument” means any security agreement, assignment, pledge agreement, financing or other similar statement or notice, continuation statement, other agreement or instrument, or any amendment or supplement to any thereof, creating, governing or providing for, evidencing or perfecting any security interest or Lien.

“Shares” is one hundred percent (100%) of the issued and outstanding capital stock, quotas, membership units or other securities owned or held of record by any Loan Party, in any direct Subsidiary of such Loan Party; provided that, in the event Borrower Representative demonstrates to Agent’s reasonable satisfaction, that with respect to any Subsidiary that is a CFC or a CFC Holding Company and is not a Loan Party, a pledge of more than sixty five

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percent (65%) of the Shares having ordinary voting power of such Subsidiary which is a Foreign Subsidiary would reasonably be expected to result in a material adverse tax or regulatory consequence to Borrower Representative and its Subsidiaries, under the U.S. Internal Revenue Code, “Shares” shall mean sixty‑five percent (65%) of the issued and outstanding capital stock having ordinary voting power, membership units or other securities owned or held of record by such Loan Party in such Foreign Subsidiary.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature in the normal course of business.

“Spot Rate” for any currency shall mean the rate determined by Agent to be the rate quoted by Bloomberg as the spot rate for the purchase by Agent of such currency with another currency at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made provided that Agent may obtain such spot rate from another financial institution designated by Agent if Bloomberg does not have as of the date of determination a spot buying rate for any such currency.

“Subordinated Debt” is indebtedness incurred by any Borrower subordinated to all Indebtedness of such Borrower to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance reasonably satisfactory to Agent and the Lenders entered into between Agent, such Borrower, and the other creditor), on terms reasonably acceptable to Agent and the Lenders.

“Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries. Unless otherwise specified, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower Representative.

“Tangible Assets” means, as of any date of determination, Current Assets, as of such date, plus the net book value of property, plant and equipment, as of such date.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Loan Document, other than a deduction under FATCA.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Loan” is defined in Section 2.2(a)(i) hereof.

“Term A Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term A Loan, up to the principal amount shown on Schedule 1.1.

“Term B Loan” is defined in Section 2.2(a)(ii) hereof.

“Term B Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term B Loan, up to the principal amount shown on Schedule 1.1.

“Term B Milestone” means after giving pro forma effect to the requested Term B Loan, the Total Leverage Ratio shall be less than 4.00 to 1.00.

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“Term C Loan” is defined in Section 2.2(a)(iii) hereof.

“Term Loan” is defined in Section 2.2(a)(iii) hereof.

“Term Loan Commitment” is, for any Lender, the Term A Loan Commitment and the Term B Loan Commitment.

“Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

“Term SOFR” means the Term SOFR Reference Rate for a one-month tenor (i) as determined by Agent on the Funding Date of each applicable Term Loan and (ii) on the day (such day, the “Periodic Term SOFR Determination Day”) that is one (1) U.S. Government Securities Business Day prior to the first day of each month, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern Time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for a one-month tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than two (2) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” means the date that the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) shall have been paid in full in cash, and any Commitment of any Lender shall have been terminated.

“Test Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of Borrower Representative then ended (taken as one accounting period).

“Third‑Party Payor” means (i) any Government Account Debtor making payments under a Government Reimbursement Program, (ii) private insurers, health maintenance organizations, or managed care plans including, without limitation, Medicare Advantage plans and managed Medicaid plans, (iii) self‑funded ERISA plans, and (iv) any other Person which presently or in the future maintains Third‑Party Payor Arrangements, including employers, hospitals, health systems, health care providers, or related entities of the foregoing including, without limitation, independent practice associations, accountable care organizations or similar entities.

“Third‑Party Payor Arrangement” means a written agreement or other arrangement with a Third‑Party Payor pursuant to which the Third‑Party Payor pays all or a portion of the charges of any Loan Party or any of its Subsidiaries for selling goods or providing services.

“Total Leverage Ratio” means, as of any date, the quotient (expressed as a ratio) obtained by dividing (a) Funded Indebtedness as of such date of determination by (b) Consolidated EBITDA of Borrower Representative and its Subsidiaries on a consolidated basis for the applicable Test Period ending on such date of determination.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower Representative and its Subsidiaries connected with and symbolized by such trademarks.

“Transfer” is defined in Section 7.1.

“Transferred Guarantor” is defined in Section 14.10.

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“UCC” means the Uniform Commercial Code, as the same may, from time to time, be enacted and amended and in effect in the State of New York; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“ULC” means an issuer of any shares or other equity interests that is an unlimited company, unlimited liability company or unlimited liability corporation.

“ULC Laws” means the Business Corporations Act (Alberta), Companies Act (Nova Scotia), the Business Corporations Act (British Columbia) and any other present or future laws governing ULCs.

“ULC Shares” means shares or other equity interests in the capital stock of a ULC.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

“U.S. Loan Party” means any Loan Party organized under the laws of the United States or any state or territory thereof.

“Wholly-Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

“Withholding Agent” means Borrower Representative and Agent.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the U.S. Internal Revenue Code.

“WURA” is the Winding Up and Restructuring Act (Canada) and any successor legislation.

 

[Balance of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

 

BORROWERs:
Orthofix Medical Inc.
By /s/ Stacy Kohn
Name: Stacy Kohn
Title: Vice President, Tax
Orthofix US LLC   By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax

 

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guarantors:   Spinal Kinetics LLC     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     Orthofix Services LLC     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     SeaSpine Holdings Corporation     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     SeaSpine Orthopedics Corporation     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     SeaSpine, Inc.     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     SeaSpine Sales LLC     By: /s/ Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax

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guarantors:   IsoTis, Inc.     By: /s/Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     IsoTis OrthoBiologics, Inc.     By: /s/Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     Theken Spine, LLC     By: /s/Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax     SeaSpine Orthopedics IntermediateCo, Inc.     By: /s/Stacy Kohn Name: Stacy Kohn Title: Vice President, Tax

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AGENT AND LENDER:
OXFORD FINANCE LLC
By /s/ Colette H. Featherly
Name: Colette H. Featherly
Title: Senior Vice President
LENDERS:
OXFORD FINANCE CREDIT FUND II LP, as Lender
By: Oxford Finance Advisors, LLC, as manager
By /s/ Colette H. Featherly
Name: Colette H. Featherly
Title: Senior Vice President
OXFORD FINANCE CREDIT FUND III LP, as Lender
By: Oxford Finance Advisors, LLC, as manager
By /s/ Colette H. Featherly
Name: Colette H. Featherly Title: Senior Vice President
K2 HEALTHVENTURES LLC
By /s/ Ben Bang
Name: Ben Bang
Title: General Counsel

 

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SCHEDULE 1.1
Lenders and Commitments

	Term A Loans
Lender	Term Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$100,972,222.22	63.11%
OXFORD FINANCE CREDIT FUND II LP	$10,194,444.45	6.37%
OXFORD FINANCE CREDIT FUND III LP	$20,388,888.89	12.74%
K2 healthventures llc	$28,444,444.44	17.78%
TOTAL	$160,000,000	100.00%

 

	Term B Loans
Lender	Term Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$53,444,444.44	82.22%
K2 healthventures llc	$11,555,555.56	17.78%
TOTAL	$65,000,000	100.00%

 

Aggregate Term Loans

Lender	Term Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$154,416,666.66	68.63%
OXFORD FINANCE CREDIT FUND II LP	$10,194,444.45	4.53%
OXFORD FINANCE CREDIT FUND III LP	$20,388,888.89	9.06%
K2 healthventures llc	$40,000,000.00	17.78%
TOTAL	$225,000,000	100.00%

 

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SCHEDULE 1.2

Loan Parties as of the Effective Date

Borrowers:

Orthofix Medical Inc., a Delaware corporation

Orthofix US LLC, a Delaware limited liability company

Guarantors:

Spinal Kinetics LLC, a Delaware limited liability company

Orthofix Services LLC, a Delaware limited liability company

SeaSpine Holdings Corporation, a Delaware corporation

SeaSpine Orthopedics Corporation, a Delaware corporation

SeaSpine, Inc., a Delaware corporation

SeaSpine Sales LLC, a Delaware limited liability company

IsoTis, Inc., a Delaware corporation

Theken Spine, LLC, an Ohio limited liability company

SeaSpine Orthopedics IntermediateCo, Inc., a Delaware corporation

IsoTis OrthoBiologics, Inc., a Washington corporation

 

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EXHIBIT A

Description of Collateral

The Collateral consists of all of each Loan Party’s right, title and interest in and to (x) the Pledged Collateral and (y) the following personal property (the “Article 9 Collateral”, each of the following as defined in the UCC (unless otherwise defined herein)):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Goods;

(viii) all Instruments;

(ix) all Inventory;

(x) all Investment Property;

(xi) all Intellectual Property;

(xii) all books and records pertaining to the Article 9 Collateral;

(xiii) all Commercial Tort Claims and Letter-of-Credit Rights;

(xiv) all Money; and

(xv) to the extent not otherwise included, all Proceeds of any of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing.

Notwithstanding the foregoing, the Collateral shall not include any Excluded Assets.

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v3.24.3

Document And Entity Information	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	ORTHOFIX MEDICAL INC.
Entity Central Index Key	0000884624
Entity Emerging Growth Company	false
Entity File Number	0-19961
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1340767
Entity Address, Address Line One	3451 Plano Parkway
Entity Address, City or Town	Lewisville
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75056
City Area Code	(214)
Local Phone Number	937-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value per share
Trading Symbol	OFIX
Security Exchange Name	NASDAQ

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