Exhibit 10.1

FACILITY AGREEMENT

FACILITY AGREEMENT (this “ Agreement ”), dated as of March 17, 2014, between Alphatec Holdings, Inc., a Delaware Corporation (the “ Borrower ”), and the lenders set forth on the signature page of this Agreement (together with their successors and assigns, the “ Lenders ” and, together with the Borrower, the “ Parties ”).

W I T N E S S E T H:

WHEREAS, the Borrower wishes to borrow from the Lenders a maximum of Fifty Million Dollars ($50,000,000) for the purpose described in Section 2.1; and

WHEREAS, the Lenders desire to make loans to the Borrower for such purpose,

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 General Definitions. Wherever used in this Agreement, the Exhibits or the Schedules attached hereto, unless the context otherwise requires, the following terms have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly:

(a) controls, or is controlled by, or is under common control with, such Person; or

(b) is a general partner, or managing member of such Person.

A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Agreement Date ” means the date of this Agreement.

“ Applicable Laws ” means all statutes, rules and regulations of Governmental Authorities in the United States or elsewhere applicable to the Borrower and its Subsidiaries.

“ Authorizations ” has the meaning set forth in Section 3.1(q).

“ Business Day ” means a day on which banks are open for business in The City of New York.

Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder.

“ Common Stock ” means the common stock of the Borrower.

“ Competitors ” shall mean any Person whose business is the manufacturing, sale or marketing of spinal implants in the United States, or any Person that controls, is controlled by or is under common control with, any such Person. For purposes of this definition a Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote fifty percent (50%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Credit Party ” means any Guarantor (as defined in the Security Agreement), the Borrower and any other Person (other than a Lender), whether now existing or hereafter acquired or formed, that becomes obligated as a borrower, guarantor, surety, indemnitor, pledgor, assignor or other obligor under any Loan Document; and “ Credit Parties ” means all such Persons, collectively.

“ Default ” means any event which, at the giving of notice, lapse of time or fulfillment of any other applicable condition (or any combination of the foregoing), would constitute an Event of Default.

“ Disbursement ”, “ Disbursement Date ”, and “ Disbursement Request ” have the meaning given to them in Section 2.2.

“ Disbursement Condition ” means the Borrower shall have authorized and reserved for issuance a number of shares of Common Stock sufficient to cover all shares issuable on exercise of the Warrants to be issued in connection with the Disbursement (computed without regard to any limitations on the number of shares that may be issued on exercise).

“ Dollars ” and the “ $ ” sign mean the lawful currency of the United States of America.

“ Event of Default ” has the meaning given to it in Section 5.4.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

“ Excluded Taxes ” means with respect to any Lender, (a) income Taxes imposed on (or measured by) such Lender’s net income, franchise Taxes and branch profit Taxes, in each case imposed by the United States of America, or by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender is organized or incorporated or in which the applicable lending office of such Lender is located, or Other Connection Taxes, (b) any United States withholding Tax imposed on amounts payable to such Lender under the laws in effect at the time such Lender becomes a party to this Agreement or such Lender changes its lending office, except to the extent such Lender acquired its interest in the Loan from a transferor that was entitled, immediately before such transfer, to receive such Additional Amounts with respect to such withholding Tax pursuant to Section 2.5(a), (c) any withholding Tax imposed on

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amounts payable to such Lender as a result of such Lender’s failure to comply with Section 2.5(d) other than as a result of such Lender’s legal inability to comply with Section 2.5(d) as a result of a change in law occurring subsequent to the date such Lender became a party to this Agreement, or (d) any United States withholding Tax imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the Code, any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the foregoing.

“ Final Payment ” means such amount as may be necessary to repay the outstanding principal amount of the Notes and any other amounts owing by the Borrower to the Lenders pursuant to the Loan Documents.

“ First Lien Facility ” means the First Lien Loan Agreement and First Lien Loan Documents (in each case, as defined in the Intercreditor Agreement).

“ GAAP ” means generally accepted accounting principles consistently applied as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession).

“ Governmental Authority ” means any government, quasi-governmental agency, governmental department, ministry, cabinet, commission, board, bureau, agency, court, tribunal, regulatory authority, instrumentality, judicial, legislative, fiscal, or administrative or public body or entity, whether domestic or foreign, federal, state or local, having jurisdiction over the matter or matters and Person or Persons in question.

“ Indebtedness ” means the following:

(i) all indebtedness for borrowed money;

(ii) the deferred purchase price of assets or services (other than payables) which in accordance with GAAP would be shown to be a liability (or on the liability side of a balance sheet);

(iii) all guarantees of Indebtedness;

(iv) all letters of credit issued or acceptance facilities established for the account of the Borrower and any of its Subsidiaries, including without duplication, all drafts drawn thereunder;

(v) all capitalized lease obligations;

(vi) all indebtedness of another Person secured by any Lien on any property of the Borrower or its Subsidiaries, whether or not such indebtedness has been assumed or is recourse (with the amount thereof, in the case of any such

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indebtedness that has not been assumed by the Borrower or its Subsidiaries, being measured as the lower of (x) fair market value of such property and (y) the amount of the indebtedness secured); and

(vii) indebtedness created or arising under any conditional sale or title retention agreement.

“ Indemnified Person ” has the meaning given to it in Section 6.11.

“ Indemnified Taxes ” means all Taxes imposed on or with respect to any payment made by or on account of any Obligations of the Borrower or any payments under or in connection with any Loan Document including Other Taxes, other than Excluded Taxes.

“ Indemnity ” has the meaning given to it in Section 6.11.

“ Intellectual Property ” means, with respect to any Person, all patents, patent applications and like protections, including improvements divisions, continuation, renewals, reissues, extensions and continuations in part of the same, trademarks, trade names, trade styles, trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications therefore, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software, rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person and all claims for damages by way of any past, present or future infringement of any of the foregoing.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement dated as of March 17, 2014 among Midcap Funding IV, LLC, as agent for the lenders under the First Lien Facility, Deerfield Mgmt., L.P., as agent for the Lenders, the Lenders, and Credit Parties.

“ Interest Rate ” means 8.75% interest per annum.

“ IRS ” means the United States Internal Revenue Service.

“ Lien ” means any lien, pledge, preferential arrangement, mortgage, security interest, deed of trust, charge, assignment, hypothecation, title retention, or other encumbrance on or with respect to property or interest in property having the practical effect of constituting a security interest, in each case with respect to the payment of any obligation with, or from the proceeds of, any asset or revenue of any kind.

“ Litigation ” means litigation matters in connection with, arising from or related to Orthotec, LLC for which the Borrower or its Subsidiaries currently or may hereafter face potential liability.

“ Litigation Payments ” means the payment of amounts (whether payments of judgments, settlements or otherwise) in connection with a Litigation Satisfaction.

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“ Litigation Satisfaction ” means such time as the Required Lenders determine, based on information reasonably satisfactory to them, that the Credit Parties are not directly subject to liability associated with, related to or arising from the Litigation (including, potential direct liability arising by virtue of liability to which a Subsidiary is subject) that would reasonably be expected to exceed $[***] (less any previously made Litigation Payments). Any such determination shall be made in the Required Lenders’ reasonable discretion in consultation with and upon the reasonable advice of its outside counsel as the Required Lenders deem necessary or advisable.

“ Loans ” means the loans made available by the Lenders to the Borrower pursuant to Section 2.2 in the maximum aggregate amount of Fifty Million Dollars ($50,000,000) or, as the context may require, the principal amount thereof from time to time outstanding.

“ Loan Documents ” means this Agreement, the Notes, the Security Agreement, the Warrants, the Registration Rights Agreement, Special Account DACA and any other document or instrument delivered in connection with any of the foregoing and dated the Agreement Date or subsequent thereto, whether or not specifically mentioned herein or therein.

“ Loss ” has the meaning given to it in Section 6.11.

“ Major Transaction ” has the meaning set forth in the Warrants.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, condition (financial or otherwise) or assets of the Credit Parties, taken as a whole, (b) the validity or enforceability of any provision of any Loan Document, (c) the ability of the Borrower to timely perform the Obligations or (d) the rights and remedies of the Lenders under any Loan Document; provided, however, to the extent that the Litigation Satisfaction has been achieved or, with the proceeds of Litigation Payments, will be achieved, in no event shall any event, act, condition or occurrence in connection with, arising from or related to the Litigation be deemed to have a Material Adverse Effect.

“ Notes ” means the Notes issued to the Lenders evidencing the Loan in the form attached hereto as Exhibit A.

“ Obligations ” means all obligations (monetary or otherwise) of the Borrower arising under or in connection with the Loan Documents.

“ Organizational Documents ” means the Certificate of Incorporation, Bylaws, or similar documents, each as amended to date, of the Borrower or its Subsidiaries, as the context may require.

“ Other Connection Taxes ” means with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (except a connection arising solely from such Lender having executed, delivered or performed its obligations under the Loan Documents or the Warrants).

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any similar taxes, duties, other charges or levies, and together with any interest, additions to tax or penalties applicable thereto (including by reason of any delay in payment) arising from any

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made in connection with the exercise of remedies following an Event of Default).

“ Permitted Indebtedness ” means Indebtedness existing as of the Agreement Date and set forth on Exhibit B attached hereto and:

(i) The Obligations;

(ii) Indebtedness in respect of letters of credit, to the extent that such letters of credit are required in connection with the Borrower’s business pursuant to Applicable Laws;

(iii) Indebtedness to trade creditors in the ordinary course of business.;

(iv) Indebtedness in respect of netting services, overdraft protections and other similar and customary services in connection with deposit accounts;

(v) Performance bonds, surety bonds and similar instruments incurred in the Ordinary Course;

(vi) Guarantees with respect to any Permitted Indebtedness;

(vii) Indebtedness in respect of purchase money financing, capital lease obligations and equipment financing facilities covering existing and newly-acquired equipment, including for the acquisition, installation, qualification and validation of such equipment;

(viii) Indebtedness to employees in respect of benefit plans and employment and severance arrangements;

(ix) Indebtedness under the First Lien Facility in an amount not to exceed Seventy-Five Million Dollars ($75,000,000) at any time outstanding;

(x) Subordinated Debt; and

(xi) Permitted Debt (as defined in the First Lien Facility as in effect as of the Agreement Date, except Subordinated Debt as defined therein);

“ Permitted Liens ” means:

(i) Liens existing on the Agreement Date and set forth on Exhibit C;

(ii) Liens in favor of the Lenders;

(iii) Statutory Liens created by operation of applicable law;

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(iv) Liens arising in the ordinary course of business and securing obligations that are not more than 60 days past due or are being contested in good faith by appropriate proceedings;

(v) Liens for taxes, assessments or governmental charges or levies not past due and payable or that are being contested in good faith by appropriate proceedings;

(vi) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default;

(vii) Liens in favor of financial institutions arising in connection with the Borrower’s or its Subsidiaries’ accounts maintained in the ordinary course held at such institutions to secure standard fees for services charged by, but not financing made available by, such institutions;

(viii) Pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(ix) Easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially interfere with the conduct of the business of the applicable Person;

(x) Leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries;

(xi) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent in foreign jurisdictions) on items in the course of collection;

(xii) Liens in favor of holders of the of the First Lien Facility; provided the holders or agents thereof have become a party to the Intercreditor Agreement; and

(xiii) Permitted Liens (as defined in the First Lien Facility as in effect as of the Agreement Date).

“ Person ” means and includes any natural person, individual, partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity.

“ Register ” has the meaning set forth in Section 1.4 (b).

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the date hereof, between the Borrower and the Lenders.

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“ Required Lenders ” means, at any time, Lenders holding Loans representing more than 50% of the sum of the Loans outstanding, held by Lenders that are otherwise not in default of their respective funding obligations hereunder. In no event shall any Lender that is in default of its obligations hereunder be provided a right to vote its interest under the Loan Documents.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.

“ Security Agreement ” means the Guaranty and Security Agreement in the form of Exhibit D hereto.

“ Settlement Payment ” means the payment of an amount necessary to fully settle or satisfy any judgment in the Litigation.

“ Subject Disbursement ” has the meaning given to it in Section 2.2.

“ Subordinated Debt ” means any Indebtedness of a Credit Party incurred pursuant to the terms of Subordinated Debt Documents and with the prior written consent of the Required Lenders, all of which documents must be in form and substance acceptable to the Required Lenders, it being the intent of the parties that any such Indebtedness be subordinate to Indebtedness under and Liens securing the First Lien Facility and to the Obligations and Liens created under the Loan Documents.

“ Subordinated Debt Documents ” means any documents evidencing and/or securing Indebtedness governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to the Required Lenders.

“ Subordination Agreement ” means each agreement among the Required Lenders and another creditor of a Credit Party, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Indebtedness owing from any Credit Party(ies) and/or the Liens securing such Indebtedness granted by any Credit Party(ies) to such creditor are subordinated in any way to the Obligations and the Liens created under the Loan Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be acceptable to the Required Lenders.

“ Subsidiary or Subsidiaries ” means, as to the Borrower, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Borrower.

“ Tax Affiliate ” means (a) the Borrower and the other Credit Parties and (b) any Affiliate of the Borrower with which the Borrower files or is required to file consolidated, combined or unitary tax returns.

“ Taxes ” means all present or future taxes, levies, imposts, stamp or other duties, deductions, charges or withholdings and all liabilities with respect thereto, (including by reason of any delay in payment).

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“ Trading Day ” shall mean any day on which the Common Stock is traded for any period on NASDAQ, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

“ Volume Weighted Average Price ” for any security as of any date means the volume weighted average closing price on The NASDAQ Global Select Market (“ NASDAQ ”) as reported by, or based upon data reported by Bloomberg Financial Markets or an equivalent, reliable reporting service mutually acceptable to and hereinafter designated by holders of a majority in interest of the Notes and the Borrower (“ Bloomberg ”) or, if NASDAQ is not the principal trading market for such security, the volume weighted average closing price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg or, if no volume weighted average sale price is reported for such security by Bloomberg, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or on the “over the counter” Bulletin Board (or any successor) or in the “pink sheets” (or any successor) by the OTC Markets Group, Inc. If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower and the Lenders holding of a majority in interest of the Notes.

“ Warrants ” has the meaning set forth in Section 2.10(a).

“ Warrant Shares ” has the meaning set forth in Section 3.1(w).

Section 1.2 Interpretation. In this Agreement, unless the context otherwise requires, all words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties requires and the verb shall be read and construed as agreeing with the required word and pronoun; the division of this Agreement into Articles and Sections and the use of headings and captions is for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement or any of its provisions; the words “herein,” “hereof,” “hereunder,” “hereinafter” and “hereto” and words of similar import refer to this Agreement as a whole and not to any particular Article or Section hereof; the words “include,” “including,” and derivations thereof shall be deemed to have the phrase “without limitation” attached thereto unless otherwise expressly stated; references to a specified Article, Exhibit, Section or Schedule shall be construed as a reference to that specified Article, Exhibit, Section or Schedule of this Agreement; and any reference to any of the Loan Documents means such document as the same shall be amended, supplemented or modified and from time to time in effect.

Section 1.3 Business Day Adjustment. If the day by which any payment or other performance is due to be made is not a Business Day, that payment or performance shall be made by the next succeeding Business Day unless that next succeeding Business Day falls in a different calendar month, in which case that payment or other performance shall be made by the Business Day immediately preceding the day by which such payment or other performance is due to be made.

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Section 1.4

(a) The Borrower shall record on its books and records the amount of the Loan, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding.

(b) The Borrower shall establish and maintain at its address referred to in Section 6.1, a record of ownership (the “ Register ”) in which the Borrower agrees to register by book entry the interests (including any rights to receive payment hereunder) of each Lender in the Loan, and any assignment of any such interest, and (ii) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and any change thereto pursuant to this Agreement), (2) the amount of the Loan and each funding of any participation therein, (3) the amount of any principal or interest due and payable or paid, and (4) any other payment received by the Lenders from the Borrower and its application to the Loan.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Loan (including any Notes evidencing the Loan) is a registered obligation, the right, title and interest of the Lenders and their assignees in and to the Loan shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

(d) The Borrower and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrower or such Lender at any reasonable time and from time to time upon reasonable prior notice.

ARTICLE 2

AGREEMENT FOR THE LOAN

Section 2.1 Use of Proceeds. The proceeds of the Loan may solely be used for Litigation Payments, payment of any fees described in Section 2.9 and for working capital and general corporate purposes; provided, however, that subject to Section 2.2, no Disbursements may be requested for working capital or general corporate purposes until the Litigation Satisfaction has occurred, and any Disbursements for working capital and general corporate purposes may not exceed $15,000,000 in the aggregate. Any Disbursement Request (hereinafter defined) for Litigation Payments, shall be accompanied by written evidence of the Litigation Satisfaction.

In the event that the Required Lenders determine, after receiving reasoned advice from outside counsel of Required Lenders’ choice, that a Litigation Satisfaction has not occurred and do not fund a Disbursement for a Litigation Payment (the “ Requested Litigation Disbursement ”), Borrower, at its option, may request that a senior litigation partner at a third party law firm of recognized national standing (“ Arbitrator ”), reasonably acceptable to Required Lenders and Borrower and which does not represent and has not represented any of Lenders or

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Borrower or their respective affiliates, be engaged, at Borrower’s sole expense, to arbitrate whether there was a reasonable basis for the conclusion by outside counsel to the Required Lenders that the potential for remaining-direct Litigation liability of the Credit Parties exceeds $[***] (less any previously made Litigation Payments). The Parties agree that the Arbitrator is not being engaged to substitute his judgment for that of the Required Lenders’ outside counsel. The decision of the Arbitrator shall be binding upon the Parties and not subject to review by any court or other tribunal. Upon a decision of the Arbitrator that such conclusion by outside counsel to the Required Lenders had no reasonable basis, Lenders agree to fund the Requested Litigation Disbursement and shall not be liable to Borrower for any damages, liabilities, loss, cost or expense as a result of any failure to make such Disbursement prior to the decision of the Arbitrator. The Required Lenders’ shall use their reasonable best efforts to obtain advice from their outside counsel within one week of receiving the Requested Litigation Disbursement and such reasonable information as their outside counsel may require to render such advice. The Arbitrator shall use its best efforts to render a decision within one week after receiving written submissions from the Parties, together with such other information as the Arbitrator may require. The Arbitrator will not engage in ex parte contacts with the Parties. Borrower agrees to promptly, but in any event, within four (4) Business Days of any Disbursement of Litigation Payments to file a disclosure of any material non-public information provided directly to the Lenders in connection with the Litigation Satisfaction with the SEC on a Current Report Form 8-K.

Section 2.2 Disbursement. Subject to the conditions set forth in Article 4 and this Section 2.2, the Lenders shall disburse Loans to the Borrower (each, a “ Disbursement ”) prior to January 30, 2015 upon receipt from the Borrower on a Business Day (other than the last day of a month) of a written request (“ Disbursement Request ”) for a Disbursement in the minimum amount of Two Million Five Hundred Thousand Dollars ($2,500,000) and stating that no Default or Event of Default has occurred. The disbursement date set forth in a Disbursement Request shall be the later of (i) the sixteenth Trading Day after the date of delivery of such Disbursement Request and (ii) the second Trading Day of the month following the month in which such Disbursement request is delivered (the “ Disbursement Date ”). The initial request for a Disbursement for Litigation Payments may include amounts previously paid by Borrower as Litigation Payments in connection with the Litigation Satisfaction. The Lenders shall fulfill each Disbursement in accordance with their respective allocations set forth on Schedule 1 hereto (as such allocations may be amended or modified by assignments of Loans pursuant to Section 6.5). In addition to the foregoing, in the event that the Litigation Satisfaction has not occurred on or prior to December 15, 2014, the Borrower shall be permitted to request a Disbursement no later than January 30, 2015 in the principal amount of up to the full undrawn amount of the Loan (any such Disbursement pursuant to this sentence, a “ Subject Disbursement ”); provided, however, that any Subject Disbursement shall be immediately deposited into a special deposit account (the “ Subject Disbursement Account ”) in the name of the Borrower in a domestic bank with respect to which there shall be a deposit account control agreement (“ Special Account DACA ”) between such Bank and the Lenders in effect prior to such Subject Disbursement and on which Lenders shall have a first Lien (for the avoidance of doubt, Midcap and the lenders under the First Lien Facility shall not have a Lien on the Subject Disbursement Account). The Special Account DACA shall provide that no amount deposited in the Special Disbursement Account may be withdrawn without the prior written consent of Required Lenders which consent shall be given upon a request of Borrower for use of funds in the Special Disbursement Account for Litigation

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

Payments in compliance with the requirements of Section 2.1 so long as no Event of Default has occurred and is continuing. Any undrawn amount of the Loan may not be drawn by the Borrowers after January 30, 2015. Upon the occurrence and during the continuance of an Event of Default, Lenders shall have the right to enforce their Lien against amounts remaining in the Subject Disbursement Account for application to the Obligations.

Section 2.3 Payment .

(a) The Borrower shall pay to Lenders one-third of the outstanding principal amount of the Notes on each of the third, fourth and fifth anniversaries of the first Disbursement (for purposes of clarification, without penalty or fee); provided, however, that the Final Payment shall be made by December 15, 2019.

(b) A Note shall be deemed prepaid (for purposes of clarification, without penalty or fee) to the extent the payee Lender of such Note satisfies the payment of the Exercise Price (as such term is defined in the Warrants) through a reduction of the principal amount outstanding under such Lender’s Note in accordance with Section 3(a)(i) of the Warrants. Any such prepayment shall be applied to the outstanding principal amount of such payee Lender’s Note in such order as the Borrower shall direct Lenders in writing at the time of such reduction.

(c) The Borrower may not prepay all or a portion of the outstanding principal amount of the Notes at any time before the third anniversary of the first Disbursement. Thereafter, Borrower may purchase all or a portion of the Notes at a price equal to all accrued and unpaid interest, fees, late charges and other amounts then due and owing under this Agreement on the principal amount repaid, plus 105% of the outstanding principal amount purchased.

(d) Each deemed prepayment of the Notes pursuant to Section 2.3(b) shall be applied first to accrued and unpaid interest on the principal amount prepaid and second, to principal. Each purchase of the Notes by the Borrowers for less than the full outstanding principal amount pursuant to Section 2.3(c) shall be applied to the extent of the principal purchased in inverse order of maturity of the payments required by Section 2.3(a). Each prepayment or purchase of the Notes shall be allocated among the Lenders in accordance with their respective allocations set forth on Schedule 1 hereto (as such allocations may be amended or modified by assignments of Loans pursuant to Section 6.5).

Section 2.4 Payments. All payments by the Borrower under any of the Loan Documents shall be made without setoff or counterclaim. Payments of any amounts due to the Lenders under this Agreement shall be made in Dollars in immediately available funds prior to 1:00 p.m. New York City time on such date that any such payment is due, at such bank or places as the Lenders shall from time to time designate in writing at least 5 Business Days prior to the date such payment is due. The Borrower shall pay all and any customary administrative fees imposed by banks, clearing houses, or any other financial institution, in connection with making any payments under any of the Loan Documents, except for any costs imposed by the Lenders’ banking institutions.

Section 2.5 Taxes.

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(a) Any and all payments hereunder or under any other Loan Document shall be made, in accordance with this Section 2.5, free and clear of and without deduction for any and all present or future Taxes except as required by applicable law. If Borrower shall be required by law to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document, (i) the sum payable shall be increased by as much as shall be necessary so that after making all required deductions of Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section 2.5), each Lender shall receive an amount equal to the sum it would have received had no such deductions been made (any and all such additional amounts payable shall hereafter be referred to as the “ Additional Amounts ”), (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. Within thirty (30) days after the date of any payment of such Taxes, Borrower shall furnish to the applicable Lender the original or a certified copy of a receipt evidencing payment thereof or other evidence of such payment reasonably satisfactory to such Lender.

(b) Borrower agrees to pay and authorizes each Lender to pay in its name (but without duplication), all Other Taxes. Within 30 days after the date of any payment of Other Taxes by Borrower, Borrower shall furnish to the applicable Lender the original or a certified copy of a receipt evidencing payment thereof or other evidence of such payment reasonably satisfactory to such Lender.

(c) Borrower shall reimburse and indemnify, within 10 days after receipt of demand therefor, each Lender for all Indemnified Taxes (including all Indemnified Taxes imposed on amounts payable under this Section 2.5(c)) paid by such Lender, whether or not such Indemnified Taxes were correctly or legally asserted. A certificate of the applicable Lender(s) setting forth the amounts to be paid thereunder and delivered to Borrower shall be conclusive, absent manifest error.

(d) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for United States federal income tax purposes shall, on or before the date on which the Lender becomes a party to this Agreement, provide to Borrower a properly completed and executed original IRS Form W-9 certifying that such Lender is not subject to backup withholding tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “ Foreign Lender ”) and is entitled to an exemption from or reduction of U.S. withholding tax with respect to payments under this Agreement shall, on or before the date on which the Lender becomes a party to this Agreement, provide Borrower with a properly completed and executed original IRS Form W-8ECI, W-8BEN, W-8IMY or other applicable forms (together with any required supporting documentation), or any other applicable certificate or document reasonably requested by the Borrower, and, if such Foreign Lender is relying on the portfolio interest exception of Section 871(h) or Section 881(c) of the Code (or any successor provision thereto), shall also provide the Borrower with a certificate (the “ Portfolio Interest Certificate ”) representing that such Foreign

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Lender is not a “bank” for purposes of Section 881(c) of the Code (or any successor provision thereto), is not a 10% holder of the Borrower described in Section 871(h)(3)(B) of the Code (or any successor provision thereto), and is not a controlled foreign corporation receiving interest from a related person (within the meaning of Sections 881(c)(3)(C) and 864(d)(4) of the Code, or any successor provisions thereto). Each Lender shall provide new forms (or successor forms) as reasonably requested by Borrower from time to time and shall notify Borrower in writing within a reasonable time after becoming aware of any event requiring a change in the most recent forms previously delivered by such Lender to Borrower.

(e) If a payment to a Lender under this Agreement would be subject to U.S. withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to Borrower, at the times prescribed by law or as reasonably requested by Borrower, such documentation as is prescribed by law in order for Borrower to comply with its obligations under FATCA, to determine that such Lender has or has not complied with its obligations under FATCA, or to determine the amount to deduct and withhold from such payment.

(f) If Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.5, provided no Event of Default exists and is continuing, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.5 with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses and any amounts which it is required by law to deduct therefrom, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, that Borrower, upon the request of Lender, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Lender in the event Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

(g) Notwithstanding anything to the contrary, for purposes of this Section 2.5 and the defined terms “Indemnified Taxes”, “Excluded Taxes”, “Other Connection Taxes,” and “Other Taxes,” and, solely with respect to its usage in the definition of “Indemnified Taxes”, the defined term “Obligations”, the term “Loan Documents” shall be deemed to exclude the Warrants (and any shares of Common Stock delivered upon exercise of the Warrants) and the Registration Rights Agreement.

Section 2.6 Costs, Expenses and Losses. If, as a result of any failure by the Borrower to pay any sums due under this Agreement on the due date therefor (after the expiration of any applicable grace periods), the Lenders shall, after applying reasonable mitigation efforts, incur costs, expenses and/or losses, by reason of the liquidation or redeployment of deposits from third parties or in connection with obtaining funds to make or maintain the Disbursement, the Borrower shall pay to the Lenders upon request by the Lenders, the amount of such costs, expenses and/or losses within ten (10) days after receipt by it of a certificate from the Lenders setting forth in reasonable detail such costs, expenses and/or losses,

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along with reasonable supporting documentation. For the purposes of the preceding sentence, “costs, expenses and/or losses” shall include, without limitation, any interest paid or payable to carry any unpaid amount and any loss, premium, penalty or expense which may be incurred in obtaining, liquidating or employing deposits of or borrowings from third parties in order to make, maintain or fund the Loan or any portion thereof.

Section 2.7 Interest. The outstanding principal amount of the Notes shall bear interest at the Interest Rate (calculated on the basis of the actual number of days elapsed based on a 365-day year). Interest shall be paid quarterly in arrears commencing on the first Business Day on the first such calendar quarter following each Disbursement (including any Subject Disbursement) and on the first Business Day of each calendar quarter thereafter (each, an “ Interest Payment Date ”).

Section 2.8 Interest on Late Payments. Without limiting the remedies available to the Lenders under the Loan Documents or otherwise, to the maximum extent permitted by applicable law, if the Borrower fails to make a required payment of principal or interest with respect to the Loan when due the Borrower shall pay, in respect of such principal and interest at the rate per annum equal to the Interest Rate plus [***] percent ([***]%) for so long as such payment remains outstanding. One half of such additional [***] percent ([***]%) shall be payable in cash, on demand and one half shall accrue and be added to the outstanding principal amount of the Loans, payable upon the earlier of acceleration of the Obligations or December 15, 2019.

Section 2.9 Fee. On each Disbursement Date (including the date of a Subject Disbursement), the Borrower shall pay to such entity as the Lenders shall direct (on behalf of the Lenders) a fee equal to 2.50% of the principal amount of the Disbursement made on such Disbursement Date. The foregoing fee shall be allocated among the Lenders in accordance with their respective allocations set forth on Schedule 1 hereto (as such allocations may be amended or modified by assignments of Loans pursuant to Section 6.5).

Section 2.10 Delivery of Warrants .

(a) On the date hereof, the Borrower shall issue to the Lenders warrants to purchase an aggregate of six million two hundred fifty thousand shares of Common Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “ Warrants ”) at an initial Exercise Price of $1.39 (the “Initial Warrant Exercise Price”) and an expiration date of March 17, 2020.

(b) Upon the Lenders effecting each Disbursement, the Borrower shall issue to the Lenders warrants to purchase a number of shares of Common Stock equal to ten million (10,000,000) multiplied by a fraction, (A) the numerator of which is the amount of such Disbursement and (B) the denominator of which is fifty million (50,000,000), in substantially the form set forth on Exhibit B hereto at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price and (y) the average daily Volume Weighted Average Price per share of the Common Stock for the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the applicable Disbursement Request. All Warrants issued pursuant to this Section 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance. In addition, in the event the Lenders effect a Subject Disbursement, the Borrower shall issue to the

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

Lenders warrants to purchase a number of shares of Common Stock equal to one million (1,000,000), in substantially the form set forth on Exhibit B hereto at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price and (y) the average daily Volume Weighted Average Price per share of the Common Stock for the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the applicable Disbursement Request. All Warrants issued pursuant to this Section 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance.

(c) The Warrants issued pursuant to this Section 2.10 shall be allocated among the Lenders as set forth on Schedule 1 (as such allocations may be amended or modified by assignments of Loans pursuant to Section 6.5).

(d) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which the Warrants to be issued pursuant to Section 2.10(b) are exercisable and the Initial Exercise Price applicable to any such Warrants shall be adjusted to reflect any adjustments in the number of shares of Common Stock into which such Warrant is exercisable that would have taken effect pursuant to the terms of such Warrant had such Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lenders that as of the Agreement Date and each Disbursement Date except as set forth in a Schedule to this Agreement:

(a) The Borrower and each of the other Credit Parties are conducting their business in material compliance with their Organizational Documents, which are in full force and effect.

(b) No Default or Event of Default has occurred and is continuing.

(c) The Borrower and each of the other Credit Parties (i) are capable of paying their debts as they fall due, have not admitted their inability to pay their debts as they fall due, (ii) are not bankrupt or insolvent and (iii) have not taken action, and no such action has been taken by a third party, for the Borrower’s or any Credit Party’s winding up, dissolution, or liquidation or similar executory or judicial proceeding or for the appointment of a liquidator, custodian, receiver, trustee, administrator or other similar officer for the Borrower, any Credit Party or any or all of their assets or revenues.

(d) No Lien exists on the Borrower’s or any Credit Party’s assets, except for Permitted Liens.

(e) The obligation of the Borrower to make any payment under this Agreement (together with all charges in connection therewith) is absolute and unconditional.

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(f) No Indebtedness of the Borrower or any Credit Party exists other than Permitted Indebtedness.

(g) The Borrower is validly existing as a corporation in good standing under the laws of the state of Delaware. The Borrower and each of the other Credit Parties have full power and authority to own their properties, conduct their business and enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents, and are duly qualified to do business as a foreign entity and are in good standing in each jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect.

(h) Except as provided on Schedule 3.1(h), as of the Agreement Date there is not pending or, to the knowledge of the Borrower, threatened, any action, suit or other proceeding before any Governmental Authority (a) to which the Borrower or any of the Credit Parties is a party or (b) which has as the subject thereof any assets owned by the Borrower or any other Credit Party. At any time after the Agreement Date there are no current or, to the knowledge of the Borrower, pending, legal, governmental or regulatory enforcement actions, suits or other proceedings to which the Borrower or any other Credit Party or any of their assets is subject which could reasonably be expected to result in a Material Adverse Effect.

(i) The Loan Documents have been duly authorized, executed and delivered by the Borrower and each Credit Party a party thereto, and constitute the valid, legal and binding obligation of the Borrower and each Credit Party party thereto enforceable in accordance with their terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. The execution, delivery and performance of the Loan Documents by the Borrower and the other Credit Parties and the consummation of the transactions therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any assets of the Borrower or any other Credit Party pursuant to any agreement to which the Borrower or any Credit Party is a party or by which the Borrower or any other Credit Party are bound or to which any of the assets of the Borrower or any Credit Party is subject, (B) result in any violation of or conflict with the provisions of the Organizational Documents or (C) result in the violation of any Applicable Law or (D) result in the violation of any judgment, order or decree of any Governmental Authority, except, with respect to the foregoing clauses (A) and (C), as could not reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or order of, or registration or filing with any Governmental Authority is required for the execution, delivery and performance of any of the Loan Documents or for the consummation by the Borrower and the other Credit Parties of the transactions contemplated thereby except for such registrations and filings in connection with the issuance of the Warrants and Warrant Shares pursuant the Loan Documents that are necessary to comply with federal and state securities laws, rules and regulations, and filings contemplated by the Security Agreement and the Borrower and each other Credit Party has the power and authority to enter into the Loan Documents and to consummate the transactions contemplated under the Loan Documents.

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(j) Other than has been obtained, no Authorization is required for (i) the execution and delivery of this Agreement, the other Loan Documents, and the Warrants, or (ii) the consummation of the transactions contemplated hereby and thereby, including but not limited to the issuance and exercise of the Warrants.

(k) The Borrower and each of the other Credit Parties holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any Governmental Authority, except to the extent non-compliance therewith could not reasonably be expected to have a Material Adverse Effect (collectively, “ Necessary Documents ”), required for the conduct of its business and all Necessary Documents are valid and in full force and effect; and neither the Borrower nor any Credit Party has received written notice of any revocation or modification of any of the Necessary Documents and neither the Borrower nor Credit Party has any reason to believe that any of the Necessary Documents will not be renewed in the ordinary course of business, in each case, other than as could not reasonably be expected to have a Material Adverse Effect.

(l) Subject to the following sentence, the Borrower and its Subsidiaries have good and marketable title to all of their assets free and clear of all Liens except Permitted Liens. The property held under lease by the Borrower or any Subsidiary is held under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Borrower and its Subsidiaries, taken as a whole.

(m) Each Credit Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is material to the condition (financial or other), business or operations of such Credit Party. All Intellectual Property existing as of the Agreement Date which is issued, registered or pending with any United States or foreign Governmental Authority (including, without limitation, any and all applications for the registration of any Intellectual Property with any such United States or foreign Governmental Authority) and all licenses under which any Borrower is the licensee of any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person are set forth on Schedule 3.1(m). Such Schedule 3.1(m) indicates in each case whether such registered Intellectual Property (or application therefore) is owned or licensed by such Credit Party, and in the case of any such licensed registered Intellectual Property (or application therefore), lists the name of such licensor and the name and date of the agreement pursuant to which such item of Intellectual Property is licensed, and copies of all such agreements have been provided to the Lenders. Except as indicated on Schedule 3.1(m), the applicable Credit Party is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each such registered Intellectual Property (or application therefore) purported to be owned by such Credit Party, free and clear of any Liens and/or licenses in favor of third parties or agreements or covenants not such sue third parties for infringement. All registered Intellectual Property of each Credit Party is duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. No Credit Party is party to, nor bound by, any material license or other agreement with respect to which any Credit Party is the licensee that prohibits or otherwise restricts such Credit Party from granting a security interest in such Credit Party’s interest in such license or agreement or other property. To such Credit

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Party’s knowledge, each Credit Party conducts its business without infringement or claim of infringement of any Intellectual Property rights of others and there is no infringement or claim of infringement by others of any Intellectual Property rights of any Credit Party, which infringement or claim of infringement could reasonably be expected to have a Material Adverse Effect.

(n) Neither the Borrower nor any of the other Credit Parties is in violation of their respective Organizational Documents, or in breach of or otherwise in default under, and no event has occurred which, with notice or lapse of time or both, would constitute such breach or other default in the performance of any agreement or condition contained in any agreement under which it may be bound, or to which any of its assets is subject which could reasonably be expected to have a Material Adverse Effect.

(o) All federal, state, local and foreign income and franchise and other material Tax returns, reports and statements (collectively, the “ Tax Returns ”) required to be filed by any Tax Affiliates have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all Taxes, assessments and other governmental charges and impositions reflected therein and all other material Taxes, assessments and other governmental charges otherwise due and payable have been paid prior to the date on which any liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. As of the Agreement Date, no Tax Return is under audit or examination by any Governmental Authority, and no Tax Affiliate has received written notice from any Governmental Authority of any audit or examination or any assertion of any claim for Taxes which could reasonably be expected to have a Material Adverse Effect. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(p) [Reserved]

(q) The Borrower and each of the other Credit Parties: (A) is in compliance with all Applicable Laws; (B) has not received any warning letter or other correspondence or notice from the any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required in connection with the business of the Borrower or the other Credit Parties by any Applicable Laws (together, the “ Authorizations ”); (C) possesses and complies with the Authorizations, which are valid and in full force and effect; (D) has not received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorization and has no knowledge that any Governmental Authority is considering such action; (E) has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations, except, with respect to each of clauses (A) through (E), as could not reasonably be expected to have a Material Adverse Effect; provided however, that for purposes of determining compliance with clause (A) above where such noncompliance with Applicable Laws consists solely of the failure to timely file reports on a timely basis with the SEC, clause (d) of the definition of “Material Adverse Effect shall not apply.

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(r) The audited financial statements of the Borrower and its consolidated Subsidiaries as of December 31, 2012 and the unaudited financial statements of the Borrower and its consolidated subsidiaries as of the nine (9) month period ended September, 2013, together with the related notes fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with GAAP consistently applied throughout the periods involved, subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes; and there are no material off-balance sheet arrangements or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Borrower’s knowledge, material future effect on the Borrower’s or the other Credit Parities’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses other than as disclosed therein.

(s) The Borrower and each of the other Credit Parties keeps proper books of record substantially in accordance with GAAP in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

(t) (i) Each ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code in all material respects. Each ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States Internal Revenue Service has issued a favorable determination letter with respect to each such ERISA Plan which may be relied on currently. No US Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.

(ii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each US Credit Party is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the regulations and published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making of any Loan, (i) no steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could result in the incurrence by any US Credit Party of any material liability, fine or penalty. No US Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to any employee Pension Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any US Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Law; no US Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and no US Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the

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imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

(iii) For purposes of this Section 3.1(t) only, to the extent capitalized terms are used, but not defined in this Agreement, such terms shall have the meanings given to them in the First Lien Facility.

(u) As of the Agreement Date, the Borrower’s Subsidiaries are set forth in Schedule 3.1(u).

(v) [Reserved]

(w) All of the issued and outstanding shares of capital stock of the Borrower are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state and foreign securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing; the Warrants, the shares of Common Stock issuable upon exercise of the Warrants (the “ Warrant Shares ”) have been duly authorized and the Warrant Shares, when issued, delivered and paid for in accordance with the terms of the Warrants will have been validly issued and will be fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of any shares of Common Stock pursuant to the Borrower’s Organizational Documents or any agreement to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound. As of the Agreement Date, the Borrower’s outstanding shares of capital stock, options and warrants as set forth in Schedule 3.1(w) to this Agreement is accurate, and there are no other (i) except as set forth in such Schedule, options issuable or issued under the Borrower’s option plans, or (ii) any other options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Borrower or any Subsidiary of the Borrower any shares of the capital stock of the Borrower or any Subsidiary of the Borrower. The issuance and delivery of the Warrants does not and, assuming full exercise of the Warrants, the exercise of the Warrants will not, require approval from any Governmental Authority.

(x) The Borrower has authorized and reserved for issuance a number of shares of Common Stock sufficient to cover all shares issuable on exercise of the Warrants (computed without regard to any limitations on the number of shares that may be issued on exercise).

(y) The issuance of the Warrants and Warrant Shares will not obligate the Borrower to issue shares of Common Stock or other securities to any Person (other than the Lenders) and will not result in a right of any holder of Borrower securities to adjust the exercise, conversion, exchange or reset price under any of such securities.

(z) SEC Reports . The Borrower has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Borrower was required by law or regulation to file such material) (the

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foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect. As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Borrower has never been an issuer subject to Rule 144(i) under the Securities Act.

(aa) Private Placement . Assuming the accuracy of the Lenders’ representations and warranties set forth in Section 3.3 of this Agreement, no registration under the Securities Act is required for the issuance of the Warrants by the Borrower to the Lenders under the Loan Documents. The issuance of the Warrants hereunder does not contravene the rules and regulations of NASDAQ.

(bb) Registration Rights . No Person (other than the Lenders) has any right to cause the Borrower to include in any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement any securities of the Borrower.

(cc) Use of Form S-3 . The Borrower meets (i) the registration, current public information and transaction requirements for use of Form S-3 for the registration of the Warrant Shares for resale by the Lenders and (ii) the current public information requirements for use of Rule 144 for the resale of shares of Common Stock without volume restriction by non-affiliates.

Section 3.2 Borrower Acknowledgment. The Borrower acknowledges that it has made the representations and warranties referred to in Section 3.1 with the intention of persuading the Lenders to enter into the Loan Documents and that the Lenders have entered into the Loan Documents on the basis of, and in full reliance on, each of such representations and warranties.

Section 3.3 Representations and Warranties of the Lenders. Each Lender represents and warrants to the Borrower as of the Agreement Date and each Disbursement Date that:

(a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation.

(b) Each Loan Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

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(c) Such Lender has full power and authority to make each Disbursement and to enter into and perform its other obligations under each of the Loan Documents and carry out the other transactions contemplated thereby.

(d) Each of the Notes, Warrants, and Warrant Shares (collectively the “ Loan Securities ”) to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (“ 1933 Act ”), except pursuant to sales registered or exempted under the 1933 Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Loan Securities in compliance with applicable federal and state securities laws . Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Loan Securities for any period of time and such Lender reserves the right to dispose of the Loan Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

(e) Such Lender can bear the economic risk and complete loss of its investment in the Loan Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

(f) Such Lender understands that the Loan Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Borrower in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

(g) Such Lender is an “accredited investor” in Regulation D promulgated under the 1933 Act.

ARTICLE 4

CONDITIONS OF DISBURSEMENT

Section 4.1 Conditions to the first Disbursement. The obligation of the Lenders to make the first Disbursement shall be subject to the fulfillment of the following conditions:

(a) The Lenders shall have received executed counterparts of the Loan Documents from the Borrower and the Credit Parties, a certificate as to Organizational Documents, resolutions, incumbency and an opinion of its counsel reasonably acceptable to the Lenders;

(b) All actions required to be taken by the Borrower pursuant to Section 2.10 shall have been taken;

(c) No Default or Event of Default shall have occurred or would result from the Disbursement;

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(d) Each representation and warranty set forth in Article 3 shall be true and correct in all material respects on the date of the first Disbursement, including any Subject Disbursement (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date); and

(e) The Disbursement Condition has been satisfied.

Section 4.2 Conditions to the other Disbursement. The obligation of the Lenders to make any other Disbursement shall be subject to the fulfillment of the following conditions:

(a) All actions required to be taken by the Borrower pursuant to Section 2.10 shall have been taken.

(b) No Default or Event of Default shall have occurred or would result from the Disbursement.

(c) Each representation and warranty set forth in Article 3 shall be true and correct in all material respects on the date of the Disbursement, (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date).

(d) The Disbursement Condition has been satisfied.

ARTICLE 5

PARTICULAR COVENANTS AND EVENTS OF DEFAULT

Section 5.1 Affirmative Covenants. Unless the Required Lenders shall otherwise agree:

(i) The Borrower shall and shall cause each Credit Party to maintain its existence and, except where such failure could not reasonably be expected to have a Material Adverse Effect, qualify and remain qualified to do its business as currently conducted, except for any merger or dissolution of a Credit Party in accordance with Section 5.2(i).

(ii) The Borrower shall and shall cause its Subsidiaries to comply in all material respects with all Applicable Laws, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any the Borrower or any of its Subsidiaries in favor of any Governmental Authority, or (ii) any Collateral (as defined in the Security Agreement); provided however, that for purposes of determining compliance with this Section 5.1(ii) above where such noncompliance with Applicable Laws consists solely of the failure to timely file reports on a timely basis with the SEC, clause (d) of the definition of “Material Adverse Effect shall not apply.

(iii) The Borrower shall obtain and shall cause its Subsidiaries to make and keep in full force and effect all Authorizations except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon

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either (i) a material portion of the assets of any the Borrower or any of its Subsidiaries in favor of any Governmental Authority, or (ii) any Collateral.

(iv) The Borrower shall promptly notify the Lenders of the occurrence of (i) any Default or Event of Default and, (ii) any claims, litigation, arbitration, mediation or administrative or regulatory proceedings that are instituted or threatened against the Borrower or any of the Credit Parties, which in each case, would be reasonably be expected to have a Material Adverse Effect or which in any manner calls into question the validity or enforceability of any Loan Document.

(v) If the Borrower is not required to file reports pursuant to Sections 13 or 15(d) of the Exchange Act, the Borrower will provide to the Lenders quarterly financial statements for itself and its consolidated Subsidiaries within 45 days after the end of each quarter, and audited annual financial statements within 90 days after the end of each year prepared in accordance with GAAP with a report thereon by the Borrower’s independent certified public accountants. If the Borrower is required to file such reports, the Borrower will timely file with the SEC (subject to appropriate extensions made under Rule 12b-25 of the Exchange Act) any annual reports, quarterly reports and other reports required to be filed pursuant to Section 13 or 15(d) of the Exchange Act, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, without limitation, in the definition of Material Adverse Effect for this purpose, any failure that would result in the Warrant Shares not being eligible for resale without volume restriction upon a Cashless Exercise thereunder (whether or not such Cashless Exercise (as defined in the Warrant) occurs) (“Freely Tradeable”) at a time that such shares would otherwise have been or could reasonably have been expected to have become Freely Tradeable but for such failure (including, without limitation, a failure that causes Form S-3 or Rule 144 to not be available for the resale of the Warrant Shares resulting in a delay in the Warrant Shares becoming Freely Tradeable or in the Warrant Shares ceasing to be Freely Tradeable) but otherwise excluding clause (d) of the definition of “Material Adverse Effect” for such purposes), and the Borrower and its consolidated Subsidiaries will provide to the Lenders copies of all documents, reports, financial data and other information not available on the SEC EDGAR system and not containing any material non-public information that the Lenders may reasonably request.

(vi) The Borrower shall, within thirty (30) days of the Agreement Date, reimburse Lenders for their reasonable and documented out-of-pocket legal fees and expenses in connection with the negotiation, documentation and closing of the Loan Documents (such amount not to exceed $[***] in the aggregate). To the extent not delivered on the Agreement Date, Borrower shall (i) within three days of the Agreement Date, deliver to Lenders Control Agreements (as defined in the Security Agreement) for the Deposit Accounts (as defined in the Security Agreement) of Borrower and Alphatec Spine, Inc., with Silicon Valley Bank and (ii) within ten days of the Agreement Date, deliver to Lenders endorsements to the Credit Parties’ insurance policies required by the Security Agreement.

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

Section 5.2 Negative Covenants. Unless the Required Lenders shall otherwise agree and, in all events, subject to the last sentence of this Section 5.2:

(i) The Borrower shall not and shall not permit any Subsidiary to (a) liquidate, provided that a Subsidiary may merge into the Borrower or any other Subsidiary, or (b) enter into any merger, consolidation or reorganization, unless (x) the Borrower or a Subsidiary is the surviving corporation. The Borrower shall not and shall not permit any domestic Credit Party to establish any direct domestic Subsidiary unless such Subsidiary executes and delivers to the Lenders, a joinder to the Security Agreement acceptable to the Lenders and copies of its Organizational Documents and other documents reasonably requested by Lenders to perfect Lenders’ Lien on the Collateral of such Subsidiary.

(ii) The Borrower shall not, and shall not permit any Subsidiary to, (i) enter into any partnership, joint venture, syndicate, pool, profit-sharing or royalty agreement or other combination, or engage in any transaction with any stockholder of the Borrower, any Affiliate of the Borrower or any equity holder of such Affiliate, whereby its income or profits are, or might be, shared with another Person other than a wholly owned Subsidiary, (ii) enter into any management contract or similar arrangement whereby a substantial part of its business is managed by another Person, or (iii) distribute, or permit the distribution of, any of its assets, including its intangibles, to any stockholder of the Borrower, any Affiliate of the Borrower or any equity holder of such Affiliate.

(iii) The Borrower shall not and shall not permit any Subsidiary to (a) create, incur or suffer any Lien upon any of its assets, except Permitted Liens or (b) assign, sell, transfer or otherwise dispose of, any Loan Document or its rights and obligations thereunder.

(iv) The Borrower shall not and shall not permit any Subsidiary to create, incur, assume, guarantee or be liable with respect to any Indebtedness, other than Permitted Indebtedness.

(v) The Borrower shall not and shall not permit any Subsidiary to acquire any assets (other than assets acquired in the ordinary course of business) during the term of this Agreement, directly or indirectly, for a consideration, in cash or other property (valued at its fair market value) greater than the aggregate sum of $5,000,000.

(vi) The Borrower shall not and shall not permit any Subsidiary to sell or otherwise transfer any of their respective assets other than:

(A) in the ordinary course of business, including sales of inventory, and sales, transfers and other dispositions of used, surplus, obsolete or outmoded machinery or equipment;

(B) sales or transfers to the Borrower;

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(C) the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not in connection with any financing transaction;

(D) dispositions of assets subject to any casualty or condemnation proceeding (including in lieu thereof);

(E) leases or subleases of real property granted by the Borrower or any Subsidiary to third Persons not interfering in any material respect with the business of the Borrower or any Subsidiary; and

(F) the licensing of patents, trademarks, copyrights and other intellectual property in the ordinary course of business.

Except for the provisions of Sections 5.2 (i) (only to the extent that they relate to the Credit Parties), 5.2(iii) and 5.2(iv), in no event shall this Section 5.2 be deemed to restrict any action by the Borrower or any Subsidiary not otherwise restricted under the terms and provisions of the First Lien Facility as of the Agreement Date.

Section 5.3 Major Transaction. The Borrower shall give the Lenders notice of a Major Transaction (as defined in the Warrants) at least 30 days prior to the consummation thereof but in any event not later than 2 business days following the first public announcement thereof. The Borrower shall not consummate any Major Transaction without complying with the provisions of this Section 5.3.

Section 5.4 General Acceleration Provision upon Events of Default. If one or more of the events specified in this Section 5.4 shall have happened and be continuing beyond the applicable cure period (each, an “ Event of Default ”), the Required Lenders, by written notice to the Borrower, may declare the principal of, and accrued and unpaid interest on, all of the Notes or any part of any of them (together with any other amounts accrued or payable under the Loan Documents) to be, and the same shall thereupon become, immediately due and payable, without any further notice and without any presentment, demand, or protest of any kind, all of which are hereby expressly waived by the Borrower, and take any further action available at law or in equity, including, without limitation, the sale of the Loan and all other rights acquired in connection with the Loan:

(a) The Borrower shall have failed to make payment of principal and interest under the Notes when due and such failure continues for a period of five (5) days.

(b) (i) The Borrower shall have failed to comply with the due observance or performance of any covenant contained in Section 5.1(iv)(i) or Section 5.2 of this Agreement or (ii) the Borrower shall have failed to comply with the due observance or performance of any other covenant contained in the Loan Documents (other than occurrences described in other provisions of this Section 5.4 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied by the Borrower or waived by the Lenders within fifteen (15) days after the earlier of (A) receipt by the Borrower of notice from the Lenders of such default, or (B) actual knowledge of the Borrower or any other Credit Party of such default.

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(c) Any representation or warranty made by the Borrower in any Loan Document shall have been incorrect, false or misleading in any material respect (except to the extent that such representation or warranty is qualified by reference to materiality or Material Adverse Effect, to which extent it shall have been incorrect, false or misleading in any respect) as of the date it was made.

(d) (i) The Borrower shall generally be unable to pay its debts as such debts become due, or shall admit in writing its inability to pay its debts as they come due or shall make a general assignment for the benefit of creditors; (ii) the Borrower shall declare a moratorium on the payment of its debts; (iii) the commencement by the Borrower of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the commencement of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization, intervention or other similar relief under any applicable law, or the consent by it to the filing of any such petition or to the appointment of an intervenor, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of all or substantially all of its assets; (iv) the commencement against the Borrower of a proceeding in any court of competent jurisdiction under any bankruptcy or other applicable law (as now or hereafter in effect) seeking its liquidation, winding up, dissolution, reorganization, arrangement, adjustment, or the appointment of an intervenor, receiver, liquidator, assignee, trustee, sequestrator (or other similar official), and any such proceeding shall continue undismissed, or any order, judgment or decree approving or ordering any of the foregoing shall continue unstayed or otherwise in effect, for a period of forty-five (45) days; (v) the making by the Borrower of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debt generally as they become due; or (vi) any other event shall have occurred which under any applicable law would have an effect analogous to any of those events listed above in this subsection.

(e) One or more judgments or orders for the payment of money (not paid or fully covered by insurance and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $[***] shall be rendered against any or all Credit Parties (other than in connection with the Litigation) and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders, or (ii) there shall be any period of twenty (20) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect.

(f) Any authorization of a Government Authority necessary for the execution, delivery or performance of any Loan Document or for the validity or enforceability of any of the Obligations under any Loan Document is not given or is withdrawn or ceases to remain in full force or effect.

(g) The validity of any Loan Document shall be contested by the Borrower or any Subsidiary, or any Applicable Law shall purport to render any material provision of any Loan Document invalid or unenforceable or shall purport to prevent or materially delay the performance by the Borrower of the Obligations.

(h) There is a failure to perform in any agreement to which the Borrower or any Credit Party is a party with a third party or

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

parties resulting in a right by such third party or parties to accelerate the maturity of any Indebtedness for borrowed money in an amount in excess of $500,000.

(i) The receipt of notice by Lenders from Borrower of the occurrence of a Major Transaction and the election by Lenders, within five (5) days after the receipt of such notice, in the exercise of their sole discretion, to declare that the Final Payment shall be due and payable.

Section 5.5 Automatic Acceleration on Dissolution or Bankruptcy. Notwithstanding any other provisions of this Agreement, if an Event of Default under Section 5.4(d) shall occur, the principal of the Notes (together with any other amounts accrued or payable under this Agreement) shall thereupon become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower.

Section 5.6 Recovery of Amounts Due. If any amount payable hereunder is not paid as and when due, the Borrower hereby authorizes the Lenders to proceed, to the fullest extent permitted by applicable law, without prior notice, by right of set-off, banker’s lien or counterclaim, against any moneys or other assets of the Borrower to the full extent of all amounts payable to the Lenders. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Required Lenders as they may require or otherwise direct, for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or insolvency law. In furtherance of the foregoing, no Lender shall have any right individually to realize upon any of the Collateral unless such Lender constitutes the Required Lenders and is acting on behalf of the Lenders.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Notices . Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile or by electronic mail and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, or when received by electronic mail in each case addressed to a party. The addresses for such communications shall be:

If to the Borrower:

Alphatec Holdings, Inc.

5818 El Camino Real

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Carlsbad, CA 92008

Fax: 760-494-6754

E-mail: moneill@alphatecspine.com

Attention: Michael O’Neill

If to the Lenders:

Deerfield Management Company, L.P.

780 Third Avenue, 37 ^th Floor

New York, NY 10017

Fax: 212-599-3075

Email: dclark@deerfield.com

Attn: David J. Clark

With a copy to:

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Fax: (212) 940-8776

Email: mark.fisher@kattenlaw.com

Attn: Mark I. Fisher, Esq.

Section 6.2 Waiver of Notice. Whenever any notice is required to be given to the Lenders or the Borrower under any of the Loan Documents, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 6.3 Reimbursement of Legal and Other Expenses. If any amount owing to the Lenders under any Loan Document shall be collected through enforcement of this Agreement, any Loan Document or restructuring of the Loan in the nature of a work-out, settlement, negotiation, or any process of law, or shall be placed in the hands of third Persons for collection, the Borrower shall pay (in addition to all monies then due in respect of the Loan or otherwise payable under any Loan Document) all reasonable and documented external attorneys’ and other fees and out-of-pocket expenses incurred in respect of such collection; provided, that in the case of reimbursement of external attorneys for Lenders, such obligation of Borrower shall be limited to one set of counsel, including local counsel as may be required, for all such Lenders.

Section 6.4 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan

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for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury.

Section 6.5 Successors and Assigns. This Agreement shall bind and inure to the respective successors and assigns of the Parties, except that the Borrower may not assign or otherwise transfer all or any part of its rights under the Loan Documents without the prior written consent of the Lenders. Upon a Lender’s assignment of a Note such Lender shall provide notice of the transfer to Borrower for recordation in the Register pursuant to Section 1.4. Upon receipt of a notice of a transfer of an interest in a Note, Borrower shall record the identity of the transferee and other relevant information in the Register and the transferee shall (to the extent of the interests transferred to such transferee) have all the rights and obligations of, and shall be deemed, a Lender hereunder. Notwithstanding the foregoing, (i) no assignment by a Lender of its obligation to make Loans under the Loan Documents shall be effective without the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), (ii) prior to the occurrence of an Event of Default which is continuing, in no event shall any Loans be assigned to any Competitor and (iii) in no event shall there be more than [***] Lenders.

Section 6.6 Entire Agreement. The Loan Documents contain the entire understanding of the Parties with respect to the matters covered thereby and supersede any and all other written and oral communications, negotiations, commitments and writings with respect thereto. The provisions of this Agreement may be waived, modified, supplemented or amended only by an instrument in writing signed by the authorized officer of each Party.

Section 6.7 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.8 Counterparts. This Agreement may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies and facsimile copies thereof shall be deemed an original, but all of which together shall constitute one and the same agreement.

Section 6.9 Survival .

(a) This Agreement and all agreements, representations and warranties made in the Loan Documents, and in any document, certificate or statement delivered pursuant thereto or in connection therewith shall be considered to have been relied upon by the other Parties and

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Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended .

shall survive the execution and delivery of this Agreement and the making of the Loan hereunder regardless of any investigation made by any such other Party or on its behalf, and shall continue in force until all amounts payable under the Loan Documents shall have been fully paid in accordance with the provisions thereof, and the Lenders shall not be deemed to have waived, by reason of making the Loan, any Event of Default that may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that the Lenders may have had notice or knowledge of any such Event of Default or may have had notice or knowledge that such representation or warranty was false or misleading at the time the Disbursement was made.

(b) The obligations of the Borrower under Sections 1.4 and 2.5 and the obligations of the Borrower and the Lenders under this Article 6 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loan, or the termination of this Agreement or any provision hereof.

Section 6.10 No Waiver. Neither the failure of, nor any delay on the part of, any Party in exercising any right, power or privilege hereunder, or under any agreement, document or instrument mentioned herein, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder, or under any agreement, document or instrument mentioned herein, preclude other or further exercise thereof or the exercise of any other right, power or privilege; nor shall any waiver of any right, power, privilege or default hereunder, or under any agreement, document or instrument mentioned herein, constitute a waiver of any other right, power, privilege or default or constitute a waiver of any default of the same or of any other term or provision. No course of dealing and no delay in exercising, or omission to exercise, any right, power or remedy accruing to the Lenders upon any default under this Agreement, or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action of the Lenders in respect of any such default, or any acquiescence by it therein, affect or impair any right, power or remedy of the Lenders in respect of any other default. All rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law.

Section 6.11 Indemnity .

(a) The Borrower shall, at all times, indemnify and hold each Lender harmless (the “ Indemnity ”) and each of their respective directors, partners, officers, employees, agents, counsel and advisors (each, an “ Indemnified Person ”) in connection with any losses, claims (including the reasonable attorneys’ fees incurred in defending against such claims), damages, liabilities, penalties, or other expenses arising out of, or relating to, the Loan Documents, the extension of credit hereunder or the Loan or the use or intended use of the Loan, which an Indemnified Person may incur or to which an Indemnified Person may become subject, but excluding Excluded Taxes (each, a “ Loss ”). The Indemnity shall not apply to the extent that a court or arbitral tribunal of competent jurisdiction issues a final judgment that such Loss resulted from the gross negligence or willful misconduct of the Indemnified Person. The Indemnity is independent of and in addition to any other agreement of Borrower under any Loan Document to pay any amount to the Lenders, and any exclusion of any obligation to pay any amount under this subsection shall not affect the requirement to pay such amount under any other section hereof or under any other agreement. For the avoidance of doubt, this Section 6.11 shall not apply to Indemnified Taxes. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR

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LIABLE TO THE BORROWER OR TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

(b) Promptly after receipt by an Indemnified Person under this Section 6.11 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Loss in respect thereof is to be made against the indemnifying person under this Section 6.11, deliver to Borrower a written notice of the commencement thereof, and Borrower shall have the right to participate in, and, to the extent Borrower so desires, to assume control of the defense thereof with counsel mutually satisfactory to Borrower and the Indemnified Person, as the case may be.

(c) An Indemnified Person shall have the right to retain its own counsel with the documented reasonable fees and out-of-pocket expenses to be paid by the indemnifying person, if, in the reasonable opinion of counsel for the Indemnified Person, the representation by such counsel of the Indemnified Person and Borrower would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Borrower shall pay for only one separate legal counsel for the Indemnified Persons. The failure of an Indemnified Person to deliver written notice to the Borrower within a reasonable time of the commencement of any such action shall not relieve the Borrower of any liability to the Indemnified Person under this Section 6.11, except to the extent that Borrower is actually prejudiced in its ability to defend such action. The indemnification required by this Section 6.11 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Section 6.12 No Usury. The Loan Documents are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration or otherwise, shall the amount paid or agreed to be paid to the Lenders for the Loan exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance the Lenders shall ever receive anything which might be deemed interest under applicable law, that would exceed the highest lawful rate, such amount that would be deemed excessive interest shall be applied to the reduction of the principal amount owing on account of the Loan, or if such deemed excessive interest exceeds the unpaid balance of principal of the Loan, such deemed excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Lenders for the Loan shall, to the extent permitted by applicable law, be deemed to be amortized, prorated, allocated and spread throughout the full term of the Loan until payment in full so that the deemed rate of interest on account of the Loan is uniform throughout the term thereof. The terms and provisions

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of this Section shall control and supersede every other provision of this Agreement and the Notes.

Section 6.13 Further Assurances. From time to time, the Borrower shall perform any and all acts and execute and deliver to the Lenders such additional documents as may be necessary or reasonably requested by the Lenders to carry out the purposes of any Loan Document or to preserve and protect the Lenders’ rights as contemplated therein.

Section 6.14 Confidentiality. The Lenders shall hold all non-public information regarding the Credit Parties and their respective businesses identified as such by Borrowers and obtained by any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, (ii) to prospective transferees or purchasers of any interest in the Loans or a Lender, provided , however , that any such Persons are bound by obligations of confidentiality, (iii) as required by Applicable Law, subpoena, judicial order or similar order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person, and (v) to a Person that is a trustee, investment advisor, collateral manager, servicer, noteholder or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization. For the purposes of this Section, “ Securitization ” shall mean (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans. Confidential information shall include only such information identified as such at the time provided to the Lenders and shall not include information that either: (y) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided , however , the Lenders do not have actual knowledge that such Person is prohibited from disclosing such information.

[SIGNATURE PAGE FOLLOWS ]

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IN WITNESS WHEREOF, the Lenders and the Borrower have caused this Agreement to be duly executed as of the 17th day of March, 2014.

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DEERFIELD SPECIAL SITUATIONS

INTERNATIONAL MASTER FUND, L.P.

By: Deerfield Mgmt., L.P. its General Partner

By: J.E. Flynn Capital, LLC, its General Partner

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Exhibit A

PROMISSORY NOTE

THIS NOTE MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE AMOUNT OF OID SHALL BE MUTUALLY DETERMINED BY THE ORIGINAL HOLDER AND THE COMPANY IN GOOD FAITH AND IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTIONS 1271 THROUGH 1275 OF THE U.S. INTERNAL REVENUE CODE. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY WITH RESPECT TO THIS NOTE MAY BE OBTAINED BY WRITING TO THE BORROWER AT THE FOLLOWING ADDRESS: 5818 EL CAMINO REAL, CARLSBAD, CA 92008; ATTENTION: MICHAEL O’NEILL, CHIEF FINANCIAL OFFICER, FAX NUMBER: (760) 494-6754

March    , 2014

FOR VALUE RECEIVED, Alphatec Holdings, Inc., a Delaware corporation (the “ Maker ”), by means of this Promissory Note (this “ Note ”), hereby unconditionally promises to pay to [                    ] (the “ Payee ”), a principal amount equal to the lesser of (a) [                    ] and (b) the aggregate amount of Disbursements allocated to the Payee pursuant to Section 2.2 of the Facility Agreement referenced to below, in lawful money of the United States of America and in immediately available funds, on the dates provided in the Facility Agreement.

This Note is a “Note” referred to in the Facility Agreement dated as of March    , 2014 between the Maker, the Payee and the other parties thereto (as modified and supplemented and in effect from time to time, the “ Facility Agreement ”), with respect to the Loan made by the Payee thereunder. Capitalized terms used herein and not expressly defined in this Note shall have the respective meanings assigned to them in the Facility Agreement.

This Note shall bear interest on the principal amount hereof pursuant to the provisions of the Facility Agreement.

The Maker shall make all payments to the Payee of interest and principal under this Note in the manner provided in and otherwise in accordance with the Facility Agreement.

If an Event of Default has occurred and is continuing, this Note may in accordance with the applicable provisions of the Facility Agreement, become immediately due and payable. This Note shall be assigned or transferred in accordance with the terms of the Facility Agreement. Any such assignment shall be evidenced by an assignment agreement between the Payee and the assignee and by the issuance of a new Note by the Maker in the name of the transferee with terms and conditions identical to those herein and reflecting the principal amount transferred thereto. If the entire principal amount of this Note is not transferred, a new Note in the name of the Payee shall also be issued by the Maker reflecting the principal amount remaining after the transfer. This Note is subject to the tax gross-up under Section 2.5 of the Facility Agreement.

A-1

Subject to the terms of the Facility Agreement, all payments of any kind due to the Payee from the Maker pursuant to this Note shall be made in the full face amount thereof, free and clear of, and without deduction or withholding for, any present or future taxes.

The Maker shall pay all costs of collection, including, without limitation, all reasonable, legal expenses and attorneys’ fees, paid or incurred by the Payee in collecting and enforcing this Note, in each case, to the extent required pursuant to Section 6.3 of the Facility Agreement.

Other than those notices required to be provided by Payee to Maker under the terms of the Facility Agreement, the Maker and every endorser of this Note, or the obligations represented hereby, expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note and the Facility Agreement or the performance of the obligations under this Note and/or the Facility Agreement. No renewal or extension of this Note or the Facility Agreement, no delay in the enforcement of payment of this Note or the Facility Agreement, and no delay or omission in exercising any right or power under this Note or the Facility Agreement shall affect the liability of the Maker or any endorser of this Note.

No delay or omission by the Payee in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder preclude the full exercise thereof or the exercise of any other power or right. The provisions of this Note may be waived or amended only in a writing signed by the Maker and the Payee. This Note may be prepaid in whole or in part in accordance with the provisions of the Facility Agreement.

This Note, and any rights of the Payee arising out of or relating to this Note, may, at the option of the Payee, be enforced by the Payee in the courts of the United States of America located in the Southern District of the State of New York or in any other courts having jurisdiction. For the benefit of the Payee, the Maker hereby irrevocably agrees that any legal action, suit or other proceeding arising out of or relating to this Note may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and hereby consents that personal service of summons or other legal process may be made as set forth in Section 6.1 of the Facility Agreement, which service the Maker agrees shall be sufficient and valid. The Maker hereby waives any and all rights to demand a trial by jury in any action, suit or other proceeding arising out of or relating to this Note or the transactions contemplated by this Note.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed in such State.

[Signature page follows]

A-2

IN WITNESS WHEREOF, an authorized representative of the Maker has executed this Note as of the date first written above.

A-3

Exhibit 10.2

GUARANTY AND SECURITY AGREEMENT

among

ALPHATEC HOLDINGS, INC.,

as Grantor,

and

ALPHATEC SPINE, INC.,

ALPHATEC INTERNATIONAL LLC, and

ALPHATEC PACIFIC, INC.

as Grantors and Guarantors,

and

DEERFIELD PRIVATE DESIGN FUND II, L.P.,

DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.,

DEERFIELD SPECIAL SITUATIONS FUND, L.P. and

DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.,

as Lenders

and

DEERFIELD MGMT, L.P.,

as Agent for the Lenders

March 17, 2014

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE OBLIGATIONS AND LIABILITIES OF THE GRANTORS AND GUARARNTORS, AND THE LIENS AND SECURITY INTERESTS GRANTED TO THE LENDERS, ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT (DEFINED IN SECTION 1.2 BELOW). IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

GUARANTY AND SECURITY AGREEMENT

THIS GUARANTY AND SECURITY AGREEMENT dated as of March 17, 2014 (this “ Agreement ”) is entered into among ALPHATECH HOLDINGS, INC., a Delaware corporation (“ AHI ”), ALPHATEC SPINE, INC., a California corporation (“ ASI ”), ALPHATEC INTERNATIONAL LLC, a Delaware limited liability company (“ AILLC ”), ALPHATEC PACIFIC, INC., a Japanese company (“ API ”), and any other Person who becomes a party hereto pursuant to Section 7.16 (the “ Grantors ” and each, a “ Grantor ”), each other Person signatory hereto as a “Guarantor” (as defined below), and DEERFIELD MGMT, L.P., as Agent, DEERFIELD PRIVATE DESIGN FUND II, L.P., DEERFIELD PRIVATE DESIGN INTERNATIONAL II, L.P., DEERFIELD SPECIAL SITUATIONS FUND, L.P. and DEERFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P. (the “ Lenders ”).

RECITALS

A. Lenders have agreed to extend credit to AHI pursuant to the Facility Agreement (defined below). AHI is affiliated with each other Grantor and Guarantor.

B. AHI, the other Grantors and the Guarantors are engaged in interrelated businesses, and each Grantor and each Guarantor will derive substantial direct and indirect benefit from extensions of credit under the Facility Agreement.

C. It is a condition precedent to Lenders’ obligation to extend credit under the Facility Agreement that the Grantors and the Guarantors shall have executed and delivered this Agreement to Lenders.

In consideration of the premises and to induce Lenders to enter into the Facility Agreement and to induce Lenders to extend credit thereunder, each Grantor and each Guarantor hereby agrees with Lenders as follows:

SECTION 1 DEFINITIONS.

1.1 Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement, and the following terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, General Intangibles, Goods, Health Care Insurance Receivables, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Supporting Obligations, and Tangible Chattel Paper.

1.2 When used herein the following terms shall have the following meanings:

“ Agreement ” has the meaning set forth in the preamble of this Agreement.

“ Agent ” has the meaning set forth in Section 3.4 .

“ Borrower Obligations ” means all Obligations of AHI.

“ Collateral ” means all of Grantors’ assets, including without limitation, all of Grantors’ right, title and interest in and to the following, whether now owned or hereafter created, acquired or arising:

Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof. Notwithstanding the foregoing, “Collateral” shall not include Excluded Property.

“ Control Agreement ” means an agreement among a Grantor and Lenders (or an agent thereof) and (i) the issuer of uncertificated securities with respect to uncertificated securities in the name of such Grantor, (ii) a securities intermediary with respect to securities, whether certificated or uncertificated, securities entitlements and other financial assets held in a securities account in the name of such Grantor, (iii) a futures commission merchant or clearing house, as applicable, with respect to commodity accounts and commodity contracts held by such Grantor, or (iv) a bank with respect to a Deposit Account; whereby, among other things, the issuer, securities intermediary or futures commission merchant, or bank limits any Lien that it may have in the applicable financial assets or Deposit Account in a manner reasonably satisfactory to the Required Lenders (or an agent thereof), acknowledges the Lien of Lenders (or a representative thereof) on such financial assets or Deposit Account, and agrees to follow the instructions or entitlement orders of the Required Lenders (or an agent thereof) without further consent by such Grantor.

“ Discharge of the First Lien Obligations ” has the meaning set forth in the Intercreditor Agreement.

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

“ Equity Interest ” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a 11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended).

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“ Excluded Property ” means, collectively, (a) any permit, license or agreement entered into by any Grantor (i) to the extent that any such permit, license or agreement or any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other requirement of law, (ii) which would be abandoned, invalidated or unenforceable as a result of the creation of a Lien in favor of Lenders or (iii) to the extent that the creation of a Lien in favor of Lenders would result in a breach or termination pursuant to the terms of or a default under any such permit, license or agreement (other than to the extent that any such term would be rendered ineffective pursuant to the Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity), (b) property owned by any Grantor that is subject to a purchase money Lien or a capital lease permitted under the Facility Agreement if the agreement pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person other than a Grantor and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such property, (c) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed), and (d) Equity Interests (except for Pledged Equity); provided , however , “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

“ Facility Agreement ” means the Facility Agreement of even date herewith between AHI and Lenders, as amended, supplemented, restated or otherwise modified from time to time.

“ First Lien Agent ” means MidCap Funding IV, LLC in its capacity as agent for the First Lien Creditors, and its successors and assigns in such capacity.

“ First Lien Creditors ” has the meaning set forth in the Intercreditor Agreement.

“ Grantor ” has the meaning set forth in the preamble of this Agreement.

“ Guarantor Obligations ” means, collectively, with respect to each Guarantor, all obligations and liabilities of each Guarantor to Lenders under this Agreement.

“ Guarantors ” means ASI, AILLC, API, and any other Person who becomes a signatory to this Agreement pursuant to Section 7.16 .

“ Identified Claims ” means the Commercial Tort Claims described on Schedule 7 as such schedule shall be supplemented from time to time in accordance with the terms and conditions of this Agreement.

“ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of the date hereof (as it may hereafter be amended, supplemented, modified, extended, restated or replaced), by and among First Lien Agent, for itself and on behalf of the other First Lien Creditors, and the Second Lien Agent, for itself and on behalf of the Second Lien Creditors.

“ Investment Property ” means the collective reference to (a) all “investment property” as such term is defined in Section 9-102(a)(49) of the UCC, (b) all “financial assets” as such term is defined in Section 8-102(a)(9) of the UCC, and (b) whether or not constituting “investment property” as so defined, all Pledged Notes; provided , however , that notwithstanding the foregoing, the definition of “Investment Property” shall not include Equity Interests (other than Pledged Equity).

“ Issuers ” means the collective reference to each issuer of Pledged Equity.

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“ Lien ” means any pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement.

“ Paid in Full ” means (a) all Secured Obligations (other than contingent claims for indemnification or reimbursement not then asserted) have been repaid in full in cash and have been fully performed, (b) all other Obligations (other than contingent claims for indemnification or reimbursement not then asserted) under the Facility Agreement and the other Loan Documents have been completely discharged, and (c) all commitments of Lenders, if any, to extend credit that would constitute Borrower Obligations have been terminated or have expired.

“ Pledged Equity ” means collectively, all Pledged Interests and Pledged Stock.

“ Pledged Interests ” shall mean, with respect to each limited liability company, partnership or other organization listed on Schedule 1 , the Equity Interests in such limited liability company, partnership or other organization owned by a Grantor and listed on Schedule 1 , and the certificates, if any, representing such interests and any interest of such Grantor, as applicable, on the books and records of such limited liability company, partnership or other organization or on the books and records of any securities intermediary pertaining to such interests and the Equity Interests of any other Person whose Equity Interests are at any time hereafter pledged to First Lien Agent, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests.

“ Pledged Notes ” means all promissory notes listed on Schedule 1A , all intercompany notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“ Pledged Stock ” shall mean, with respect to each corporation listed on Schedule 1 , the Equity Interests of such corporation owned by a Grantor and listed on Schedule 1 , and the certificates, if any, representing such shares and any interest of such Grantor, as applicable, in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares and the Equity Interests of any other Person whose Equity Interests are at any time hereafter pledged to Fist Lien Agent, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“ Proceeds ” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“ Receivable ” means any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Accounts).

“ Second Lien Agent ” means Agent, in its capacity as agent for the Second Lien Creditors, and its successors and assigns in such capacity

“ Second Lien Creditors ” has the meaning set forth in the Intercreditor Agreement.

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“ Secured Obligations ” means, collectively, the Borrower Obligations and Guarantor Obligations.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of New York; provided that, to the extent that the Uniform Commercial 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 Uniform Commercial 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, Lenders’ Lien on any Collateral is governed by the Uniform Commercial Code as enacted and 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 related to such provisions.

SECTION 2 GUARANTY.

2.1 Guaranty .

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not only a surety, guarantees to Lenders and their successors and permitted assigns, the prompt and complete payment and performance by AHI of the Borrower Obligations when due (whether at the stated maturity, by acceleration or otherwise).

(b) The guaranty contained in this Section 2 is a guaranty of payment and shall remain in full force and effect until all of the Secured Obligations shall have been Paid in Full.

(c) No payment made by AHI, any of the Guarantors, any other guarantor or any other Person, or received or collected by Lenders from AHI, any of the Guarantors, any other guarantor or any other Person, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which Guarantor shall, notwithstanding any such payment (other than any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations until the Secured Obligations are Paid in Full.

2.2 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Lenders, no Guarantor shall be entitled to be subrogated to any of the rights of Lenders against AHI or any Guarantor or any collateral security or guaranty or right of offset held by Lenders for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from AHI or any Guarantor in respect of payments made by such Guarantor hereunder, until all of the Secured Obligations are Paid in Full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Secured Obligations shall not have been Paid in Full, such amount shall be held by such Guarantor in trust for Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Lenders in the exact form received by such Guarantor (duly indorsed by such Guarantor to Lenders, if required by the Required Lenders), to be applied against the Secured Obligations, whether matured or unmatured, in a manner consistent with the provisions of the Facility Agreement.

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2.3 Amendments, etc. with respect to the Secured Obligations . Each Guarantor shall remain obligated hereunder, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, notwithstanding the fact that: (a) any demand for payment of any of the Secured Obligations made by Lenders may be rescinded by Lenders and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Lenders, or (c) the Facility Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Lenders may deem advisable from time to time. Lenders shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guaranty contained in this Section 2 or any property subject thereto.

Lenders may, from time to time, in their reasonable discretion and without notice to the Guarantors (or any of them), take any or all of the following actions: (a) retain or obtain a security interest in any personal property of the Grantors constituting Collateral to secure any of the Secured Obligations or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Secured Obligations, (c) extend or renew any of the Secured Obligations for one or more periods (whether or not longer than the original period), alter or exchange any of the Secured Obligations, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Secured Obligations, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any personal property securing any of the Secured Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such personal property, and (e) resort to the undersigned (or any of them) for payment of any of the Secured Obligations when due, whether or not Lenders shall have resorted to any personal property securing any of the Secured Obligations or any obligation hereunder or shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Secured Obligations.

2.4 Waivers . To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by Lenders upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2 . The Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2 , and all dealings between AHI and any of the Guarantors, on the one hand, and Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2 . To the extent permitted by applicable law, each Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default, dishonor or nonpayment and all other notices whatsoever to or upon AHI or any of the Guarantors with respect to the Secured Obligations, (b) notice of the existence or creation or non-payment of all or any of the Secured Obligations and (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security for or guaranty of any Secured Obligations.

2.5 Payments . Each Guarantor hereby guaranties that payments hereunder will be paid to Lenders without set-off or counterclaim in Dollars at the office of Lenders specified in the Facility Agreement.

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SECTION 3 GRANT OF SECURITY INTEREST.

3.1 Grant . Each Grantor hereby assigns and transfers to Lenders, and hereby grants to Lenders, a continuing security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. Notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property.

3.2 Intercreditor Agreement . Notwithstanding anything to the contrary contained in this Agreement, the obligations and liabilities of the Grantors hereunder, the Liens and security interests granted to the Lenders hereunder, and the rights and remedies of the Lenders hereunder, including those granted to the Lenders by the Grantors under Section 6, are subject to the provisions of the Intercreditor Agreement. In the event of a conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

3.3 Delivery of, and Registration with respect to, Collateral . Notwithstanding anything herein to the contrary, the requirements of this Agreement to deliver Collateral to the Lenders, or to register the Lenders as the registered owners of any Collateral, shall be deemed satisfied by delivery of such Collateral to, or the registration of such Collateral in the name of: (a) prior to the Discharge of the First Lien Obligations, one or more of the First Lien Creditors; and (b) from and after the Discharge of the First Lien Obligations, Agent, or its successor in such capacity.

3.4 Each Lender hereby appoints and authorizes Agent to enter into this Agreement and to take all actions as Agent on its behalf and to exercise such powers under the this Agreement on behalf of Lenders, together with all such powers as are reasonably incidental thereto, for purposes of (a) Section 3.3, and (b) any and all other matters associated with the perfection of security interests in the Collateral granted hereunder or under the other Loan Documents, including, but not limited to, entering into Control Agreements on behalf of, and for the benefit of, the Lenders. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Lender.

SECTION 4 REPRESENTATIONS AND WARRANTIES.

To induce Lenders to enter into the Facility Agreement and to induce Lenders to make extensions of credit to AHI thereunder, each Grantor jointly and severally hereby represents and warrants to Lenders that:

4.1 Title; No Other Liens . Except for Permitted Liens, the Grantors own each item of the Collateral free and clear of any and all Liens of others. As of the Closing Date, no effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens.

4.2 Perfected Liens . Except as may be affected by the laws of Japan with respect to the Collateral issued or held by API, the security interests granted in the Collateral pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2 , have been delivered to Lenders in completed form) will constitute valid perfected security interests in all of the Grantors’ rights in the Collateral in favor of Lenders as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Facility Agreement, to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims,

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to the extent any Commercial Tort Claims are sufficiently identified herein), and (b) shall be prior to all other Liens on the Grantors’ rights in the Collateral (other than (x) motor vehicles and (y) any Intellectual Property arising under laws other than those of the United States) except for Permitted Liens having priority over Lenders’ Lien by operation of law and/or pursuant to the Intercreditor Agreement, or permitted pursuant to the Facility Agreement, upon (i) in the case of all Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Lenders of such Pledged Notes, Pledged Equity and other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Lenders or in blank, (ii) in the case of all pledged Investment Property not in certificated form and Deposit Accounts, the execution of Control Agreements with respect to such Investment Property and Deposit Accounts, (iii) in the case of all other Instruments and Tangible Chattel Paper that are not Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Lenders of such Instruments and Tangible Chattel Paper, (iv) in the case of Letter-of-Credit Rights, the consent of the issuer of such Letter-of-Credit Rights, (v) in the case of Intellectual Property, to the extent not subject to Article 9 of the UCC, recordation of the security interests granted hereunder in such Intellectual Property in the applicable intellectual property registries, including but not limited to, the United States Patent and Trademark Office and the United States Copyright Office; and (vi) in the case of Money, upon Lenders taking possession of such Money. As of the date hereof and except as set forth in this Section 4.2 or as otherwise not required hereunder, all actions by each Grantor necessary to perfect the Liens granted hereunder on the Collateral have been duly taken.

4.3 Grantor Information . On the date hereof, Schedule 3 sets forth (a) each Grantor’s and each Guarantor’s jurisdiction of organization, (b) the location of each Grantor’s and each Guarantor’s chief executive office, (c) each Grantor’s and each Guarantor’s exact legal name as it appears on its organizational documents and (d) each Grantor’s organizational identification number (to the extent a Grantor or Guarantor is organized in a jurisdiction which assigns such numbers) and federal employer identification number.

4.4 Collateral Locations . On the date hereof, Schedule 4 sets forth (a) each place of business of each Grantor and each Guarantor (including its chief executive office), (b) all locations where all Inventory and Equipment with a book value in excess of $25,000 owned by each Grantor is kept (other than Inventory or Equipment that is otherwise in transit or out for repair, refurbishment or processing in the ordinary course of business or otherwise disposed of in a transaction permitted by the Facility Agreement) and (c) whether each such Collateral location and place of business (including each Grantor’s chief executive office) is owned or leased (and if leased, specifies the complete name and notice address of each lessor). On the Closing Date, no Collateral (other than Inventory or Equipment that is otherwise in transit or out for repair, refurbishment or processing in the ordinary course of business or otherwise disposed of in a transaction permitted by the Facility Agreement) with a book value greater than $25,000 is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as indicated on Schedule 4 .

4.5 Certain Property . None of the Collateral constitutes, or is the Proceeds of, (a) Farm Products, (b) Health Care Insurance Receivables or (c) as of the date hereof, vessels, aircraft or any other personal property subject to any certificate of title or other registration statute of the United States, any State or other jurisdiction, except for motor vehicles owned by the Grantors and used by employees of the Grantors in the ordinary course of business.

4.6 Investment Property .

(a) Reserved.

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(b) All of the Pledged Equity has been duly and validly issued and, in the case of shares of capital stock and membership interests, is fully paid and nonassessable.

(c) Reserved.

(d) As of the date hereof, Schedules 1 and 1A list all Investment Property owned by each Grantor with a value greater than $25,000. Each Grantor is the record and beneficial owner of, and has good and valid title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens.

4.7 Receivables .

(a) No material amount payable to a Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which, to the extent required hereunder, has not been delivered to Lenders.

(b) As of the date hereof, no obligor on any Receivable is a Governmental Authority.

4.8 Intellectual Property . As of the date hereof: (a)  Schedule 5 lists all Intellectual Property that is registered or is the subject of an application to register and owned by each Grantor in its own name on the date hereof; and (b) except as set forth in Schedule 5 and except for non-exclusive licenses of software and other Intellectual Property licensed in the ordinary course of business, none of the Intellectual Property of any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

4.9 Depositary and Other Accounts . Schedule 6 lists all banks and other financial institutions at which any Grantor maintains deposit or other accounts as of the Closing Date and such Schedule 6 correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

4.10 Facility Agreement . Each Grantor and each Guarantor makes each of the representations and warranties made by AHI in Section 3.1 of the Facility Agreement to the extent applicable to it on the date such Grantor or Guarantor becomes a party hereto (which representations and warranties shall be deemed to be renewed upon each borrowing under the Facility Agreement). Such representations and warranties shall be incorporated herein by this reference as if fully set forth herein.

SECTION 5 COVENANTS.

Each Grantor covenants and agrees with Lenders that, from and after the date of this Agreement until the Secured Obligations shall have been Paid in Full:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper . In the event that an Event of Default shall have occurred and be continuing, upon the request of the Required Lenders, any Instrument, certificated security or Chattel Paper not theretofore delivered to Lenders and at such time being held by any Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Lenders, duly indorsed in a manner satisfactory to the Required Lenders, to be held as Collateral pursuant to this Agreement and in the case of Electronic Chattel Paper, the applicable Grantor shall cause Lenders to have control thereof within the meaning set forth in Section 9-105 of the UCC.

5.2 Maintenance of Perfected Security Interest; Further Documentation .

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(a) The Grantors shall maintain the security interests created by this Agreement as perfected security interests (to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein)) having at least the priority described in Section 4.2 , and shall defend such security interests against the claims and demands of all Persons whomsoever.

(b) Each Grantor will furnish to Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Required Lenders may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Required Lenders, and at its sole expense, each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Required Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including (i) filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) subject to Sections 3.3 and 3.4 , in the case of Investment Property and any other relevant Collateral, taking any such requested actions necessary to enable Lenders to obtain “control” (within the meaning of the applicable UCC) with respect to such Investment Property or other Collateral to the extent required to be pledged hereunder; and (iii) if requested by the Required Lenders, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting Lenders’ security interest has been recorded in such motor vehicles to the extent required to be pledged thereunder.

5.3 Changes in Locations, Name, etc . Such Grantor shall not, except upon 10 Business Days’ prior written notice to Lenders (or such lesser notice as Lenders may agree to in their sole discretion) and delivery to Lenders of (a) all additional financing statements and other documents reasonably requested by the Required Lenders as to the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional location at which Inventory or Equipment with a book value in excess of $25,000 shall be kept (other than Inventory or Equipment that is otherwise in transit or out for repair, refurbishment or processing in the ordinary course of business or otherwise disposed of in a transaction permitted by the Facility Agreement):

(i) permit any of the Inventory or Equipment with a book value greater than $25,000 in the aggregate to be kept at a location subject to the possession or control of any warehouse, consignee, bailee, or any of the Grantors’ agents or processors other than those listed on Schedule 4 , other than the Inventory or Equipment that is otherwise in transit or out for repair, refurbishment or processing in the ordinary course of business or otherwise disposed of in a transaction permitted by the Facility Agreement;

(ii) change its jurisdiction of organization or the location of its chief executive office from that specified on Schedule 3 or in any subsequent notice delivered pursuant to this Section 5.3 ; or

(iii) change its name, identity or corporate structure.

5.4 Notices . The Grantors will advise Lenders promptly, in reasonable detail, of:

(a) any Lien (other than Permitted Liens) on any of the Collateral; and

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(b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the Liens created hereby.

5.5 Investment Property .

(a) If a Grantor shall become entitled to receive or shall receive any certificate, option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Equity Interests shall be Pledged Equity (to the extent consistent with the percentage of the Grantor’s Equity Interests in such Issuer pledged hereunder, as set forth on Schedule 1 ) and Grantor shall accept the same as the agent of Lenders, hold the same in trust for Lenders and deliver the same forthwith to Lenders in the exact form received, duly indorsed by such Grantor to Lenders, if required by the Required Lenders, together with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Required Lenders so request, signature guarantied, to be held by Lenders, subject to the terms hereof, as additional Collateral for the Secured Obligations.

(b) Upon the occurrence and during the continuance of an Event of Default and the request of the Required Lenders, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to Lenders to be held by it hereunder as additional Collateral for the Secured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Investment Property, or any property shall be distributed upon or with respect to the Investment Property, pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected Lien in favor of Lenders, be delivered to Lenders to be held by them hereunder as additional Collateral for the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by a Grantor, such Grantor shall, at the request of the Required Lenders and until such money or property is paid or delivered to Lenders, hold such money or property in trust for Lenders, segregated from other funds of such Grantor, as additional Collateral for the Secured Obligations.

(c) Without the prior written consent of the Required Lenders, each Grantor will not (i) vote to enable, or take any other action, to permit any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except, in each case, as permitted by the Facility Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by the Facility Agreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Facility Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for Permitted Liens, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or Lenders to sell, assign or transfer any of the Investment Property or Proceeds thereof, except with respect to Permitted Liens and any such action which is not prohibited by the Facility Agreement.

(d) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify Lenders promptly in writing of the occurrence of any of the events described in Sections 5.5(a) and 5.5(b) of this Agreement with respect to the Pledged Equity issued by it and (iii) the terms of Sections 6.3(c) and 6.7 of this Agreement shall apply to such Grantor with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 of this Agreement regarding the Pledged Equity issued by it.

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5.6 Receivables . Other than in the ordinary course of business consistent with its past practice or with respect to amounts which are not material to such Grantor, each Grantor will not (a) grant any extension of the time of payment of any Receivable, (b) compromise or settle any Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable, (d) allow any credit or discount whatsoever on any Receivable or (e) amend, supplement or modify any Receivable in any manner that would reasonably be expected to adversely affect the value thereof in any material respect.

5.7 Intellectual Property . Except as expressly permitted by the Facility Agreement or as could not reasonably be expected to have a Material Adverse Effect,

(a) Each Grantor (either itself or through licensees) will (i) continue to use each trademark (owned by such Grantor) material to its business, in order to maintain such material trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such trademark, (iii) use such material trademark with the appropriate notice of registration and all other notices and legends required by applicable law, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such material trademark unless Lenders shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such material trademark becomes invalidated or impaired in any way.

(b) Each Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any patent owned by such Grantor material to its business may become forfeited, abandoned or dedicated to the public.

(c) Each Grantor (either itself or through licensees) (i) will employ each copyright owned by such Grantor material to its business and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such copyrights may become invalidated or otherwise impaired, and (iii) will not (either itself or through licensees) do any act whereby any material portion of such copyrights may fall into the public domain.

(d) Each Grantor (either itself or through licensees) will not knowingly do any act that uses any Intellectual Property material to its business to infringe the intellectual property rights of any other Person.

(e) Each Grantor will notify Lenders promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding, such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same, that would reasonably be expected to have a Material Adverse Effect.

(f) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall promptly report such filing to Lenders. Upon the request of the Required Lenders, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as Lenders may request to evidence

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Lenders’ security interest in any copyright, patent or trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(g) Such Grantor will take all reasonable and necessary steps to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of all material Intellectual Property owned by it.

(h) In the event that any material Intellectual Property is infringed upon or misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify Lenders after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

5.8 Deposit Accounts / Securities Accounts . On and after the date hereof, no Grantor shall open any Deposit Account or Securities Account unless such Grantor shall have given to Lenders 10 calendar days’ prior written notice (or such lesser notice as the Required Lenders may agree to in their sole discretion) of its intention to open any such new Deposit Account or Securities Account. With respect to each Deposit Account or Securities Account located in the United States, upon request of the Lenders, such Grantor shall, and shall cause the bank, financial institution or securities intermediary at which such account is to be opened to, enter into a Control Agreement. The provisions of this Section 5.8 requiring Control Agreements shall not apply to: (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Grantors’ employees and identified to Lenders by Grantors as such; provided , however , that at all times that any Secured Obligations remain outstanding, Grantors shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; and (b) Deposit Accounts or Securities Accounts maintained at a bank, financial institution or securities intermediary outside the United States. Notwithstanding anything to the contrary in this Agreement, the Grantors shall use commercially reasonable efforts to enter into a Control Agreement, reasonably acceptable to the Required Lenders, for that certain Deposit Account maintained by API at the Mizuho Corporate Bank branch in New York, as identified on Schedule 6 hereto.

5.9 Other Matters .

(a) Each Grantor authorizes Lenders to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral as “all assets” of each Grantor, or words of similar effect, and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, and each Grantor agrees to furnish any such information to Lenders promptly upon request. Any such financing statement, continuation statement or amendment may be signed by Lenders on behalf of any Grantor and may be filed at any time in any jurisdiction.

(b) Each Grantor shall, at any time and from time and to time, take such steps as the Required Lenders may reasonably request for Lenders to insure the continued perfection and priority of Lenders’ security interest in any of the Collateral and of the preservation of its rights therein.

(c) If any Grantor shall at any time, acquire a Commercial Tort Claim in excess of $25,000, such Grantor shall promptly notify Lenders thereof in writing and supplement Schedule 7 , therein providing a reasonable description and summary thereof, and upon delivery thereof to Lenders, such Grantor shall be deemed to thereby grant to Lenders (and such Grantor hereby grants to Lenders) a

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Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this Agreement.

5.10 Facility Agreement . Each of the Grantors covenants that it will, and, if necessary, will cause or enable AHI to, fully comply with each of the covenants and other agreements set forth in the Facility Agreement.

5.11 Insurance . Each Grantor shall:

(a) Keep the Collateral properly housed and insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of such Grantor, with such companies, in such amounts, with such deductibles, and under policies in such form, as shall be reasonably satisfactory to the Required Lenders. Original (or certified) copies of certificates of insurance have been or shall be, within thirty (30) days following the date of this Agreement, delivered to Lenders, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance reasonably acceptable to the Required Lenders, showing loss under such insurance policies payable to Lenders.

(b) Maintain, at its expense, such public liability and third party property damage insurance as is customary for Persons engaged in businesses similar to that of such Grantor with such companies and in such amounts, with such deductibles and under policies in such form as shall be reasonably satisfactory to the Required Lenders and original (or certified) copies of certificates of insurance have been or shall be, within thirty (30) days after the date of this Agreement, delivered to Lenders, together with evidence of payment of all premiums therefor; each such policy shall include an endorsement, reasonably satisfactory to the Required Lenders, showing Lenders as additional insured thereunder.

5.12 Lenders May Purchase Insurance . If a Grantor at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above under Section 5.11 (and provide evidence thereof to Lenders promptly following receipt of written request therefor from Lenders) or to pay any premium relating thereto, then Lenders, without waiving or releasing any obligation or default by such Grantor hereunder, may (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as Lenders deems advisable upon notice to such Grantor. Such insurance, if obtained by Lenders, may, but need not, protect such Grantor’s interests or pay any claim made by or against such Grantor with respect to the Collateral. Such insurance may be more expensive than the cost of insurance such Grantor may be able to obtain on its own and may be cancelled only upon such Grantor providing evidence that it has obtained the insurance as required above. All sums disbursed by Lenders in connection with any such actions, shall constitute Secured Obligations payable upon demand.

SECTION 6 REMEDIAL PROVISIONS.

6.1 Certain Matters Relating to Receivables .

(a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, Lenders shall have the right to make test verifications of the Receivables in any manner and through any medium that they reasonably considers advisable, and each Grantor shall furnish all such assistance and information as Lenders may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon request of the Required Lenders and at the expense of the

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relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Required Lenders to furnish to Lenders reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables.

(b) Lenders hereby authorize each Grantor to collect such Grantor’s Receivables, and the Required Lenders may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Required Lenders at any time after the occurrence and during the continuance of an Event of Default, provided that a release pursuant to Section 7.17 shall not have occurred, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Lenders (if required by the Required Lenders) and upon notice to such Grantor, in a collateral account maintained under the sole dominion and control of Lenders, subject to withdrawal by Lenders only as provided in Section 6.5 , and (ii) until so turned over after such request by the Required Lenders, shall be held by such Grantor in trust for Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At any time and from time to time after the occurrence and during the continuance of an Event of Default, at the request of the Required Lenders, each Grantor shall deliver to Lenders all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

(d) Each Grantor hereby irrevocably authorizes and empowers Lenders, in the Required Lenders’ sole discretion, at any time after the occurrence and during the continuance of an Event of Default, following Lenders’ concurrent notice to such Grantor, to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against the sellers under or with respect to any agreements assigned or collaterally assigned to Lenders and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Secured Obligations in such order as the Required Lenders may determine in their discretion. After the occurrence and during the continuance of an Event of Default, each Grantor hereby irrevocably makes, constitutes and appoints Lenders as its true and lawful attorneys in fact for the purpose of enabling Lenders to assert and collect such claims and to apply such monies in the manner set forth above, which appointment, being coupled with an interest, is irrevocable.

6.2 Communications with Obligors; Grantors Remain Liable .

(a) Lenders in their own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to Lenders’ satisfaction the existence, amount and terms of any Receivables.

(b) Upon the written request of the Required Lenders at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to Lenders and that payments in respect thereof shall be made directly to Lenders.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable in respect of each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Lenders shall have no obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by Lenders of any payment relating

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thereto, nor shall Lenders be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(d) After the occurrence and during the continuance of an Event of Default, for the purpose of enabling Lenders to exercise rights and remedies under this Agreement, each Grantor hereby grants to Lenders an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

6.3 Investment Property . To the extent such Investment Property constitutes Collateral:

(a) Unless an Event of Default shall have occurred and be continuing and the Required Lenders shall have given written notice to the relevant Grantor of Lenders’ intent to exercise their corresponding rights pursuant to Section 6.3(b) , such Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided , that no vote shall be cast or other right exercised or action taken which would reasonably be expected to materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Facility Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing and the Required Lenders shall give notice of Lenders’ intent to exercise such rights to the relevant Grantor, (i) Lenders shall have the right to receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the Required Lenders may determine in their discretion, (ii) Lenders shall have the right to cause any or all of the Investment Property to be registered in the name of Lenders or their nominee and (iii) Lenders or their nominee may exercise (x) all voting and other rights pertaining to such Investment Property at any meeting of holders of the Equity Interests of the relevant Issuer or Issuers or otherwise (or by written consent) and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if they were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or Lenders of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Lenders may determine), all without liability except to account for property actually received by it, but Lenders shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, each Grantor, upon notice from the Required Lenders, hereby authorizes and instructs each Issuer of the Pledged Equity pledged by such Grantor hereunder to (i)

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comply with any instruction received by it from Lenders in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Pledged Equity directly to Lenders.

6.4 Proceeds to be Turned Over to Lenders . In addition to the rights of Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, subject to the terms of the Intercreditor Agreement, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for Lenders, segregated from other funds of such Grantor, and shall, upon written request of Lenders, forthwith upon receipt by such Grantor, be turned over to Lenders in the exact form received by such Grantor (duly indorsed by such Grantor to Lenders, if required). All Proceeds received by Lenders hereunder shall be held by Lenders in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Lenders in any collateral account (or by such Grantor in trust for Lenders) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 .

6.5 Application of Proceeds . Lenders may apply all or any part of Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as the Lenders shall determine in their discretion. Any part of such funds which Lenders elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lenders to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same.

6.6 Code and Other Remedies . If an Event of Default shall occur and be continuing, subject to the terms of the Intercreditor Agreement, Lenders may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, Lenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery with assumption of any credit risk. Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Required Lenders’ request, to assemble the Collateral and make it available to Lenders at places which Lenders shall reasonably select, whether at such Grantor’s premises or elsewhere in connection with the exercise of Lenders’ remedies hereunder. Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 6.6 , after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Lenders hereunder, to the payment in whole or in part of the Secured Obligations, in such order as the Lenders may elect in their

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discretion, and, only after such application and after the payment by Lenders of any other amount required by any provision of law, need Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against Lenders arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

6.7 Private Sale . Each Grantor recognizes that Lenders may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Lenders shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with applicable law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to Lenders, that Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Facility Agreement.

6.8 Deficiency . Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations in full and the fees and disbursements of any attorneys employed by Lenders to collect such deficiency.

SECTION 7 MISCELLANEOUS.

7.1 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 6.6 of the Facility Agreement.

7.2 Notices . All notices, requests and demands to or upon Lenders or any Grantor hereunder shall be addressed to such party and effected in the manner provided for in Section 6.1 of the Facility Agreement and each Grantor hereby appoints the Borrower as its agent to receive notices hereunder.

7.3 Indemnification by Grantors . Each Grantor and each Guarantor agrees to jointly and severally indemnify, pay, and hold Lenders and their Affiliates, officers, directors, employees, agents, and attorneys (the “ Indemnitees ”) harmless against losses and liabilities to the extent set forth in Section 6.11 of the Facility Agreement, the terms of which are incorporated herein by reference as though set forth fully herein. The provisions in this Section 7.3 shall survive repayment of all Secured Obligations (and all commitments of Lenders, if any, to extend credit that would constitute Borrower Obligations

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have been terminated or have expired), any foreclosure under, or any modification, release or discharge of, any or all of the Collateral, and termination of this Agreement.

7.4 Enforcement Expenses .

(a) Each Grantor and each Guarantor agrees, on a joint and several basis, to pay or reimburse on demand Lenders for all reasonable out-of-pocket documented costs and expenses incurred in collecting against any Guarantor under the guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Documents.

(b) Each Grantor and each Guarantor agrees to pay, and to save Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c) The agreements in this Section 7.4 shall survive repayment of all Secured Obligations (and all commitments of Lenders, if any, to extend credit that would constitute Borrower Obligations have been terminated or have expired), any foreclosure under, or any modification, release or discharge of, any or all of the Collateral, and termination of this Agreement.

7.5 Captions . Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

7.6 Nature of Remedies . All Secured Obligations of each Grantor and rights of Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Lenders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

7.7 Counterparts; Effectiveness . This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one in the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

7.8 Severability . The invalidity, illegality or unenforceability in any jurisdiction of any provision under this Agreement or any of the other Loan Documents shall not affect or impair the remaining provisions in this Agreement or any of the other Loan Documents.

7.9 Entire Agreement . This Agreement and the other Loan Documents to which the parties hereto are parties embody the entire agreement among the parties hereto and supersede all prior commitments, agreements, representations and understandings, whether oral or written, relating to the subject matter hereof, and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. All Exhibits, Schedules and Annexes referred to herein are incorporated in this Agreement by reference and constitute a part of this Agreement. If any provision contained in this Agreement conflicts with any provision of the Facility Agreement, then with regard to such conflicting provisions, the Facility Agreement shall govern and control.

7.10 Successors; Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns except that Grantors and

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Guarantors may not assign their rights or obligations hereunder without the written consent of Lenders and any such purported assignment without such written consent shall be void.

7.11 Applicable Law . THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS TO WHICH THE GRANTORS AND GUARANTORS ARE A PARTY WHICH DOES NOT EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

7.12 Consent to Jurisdiction . GRANTORS AND GUARANTORS HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO LENDERS’ ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO WHICH THE GRANTORS ARE A PARTY SHALL BE LITIGATED IN SUCH COURTS. GRANTORS AND GUARANTORS EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. GRANTORS AND GUARANTORS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON GRANTORS AND GUARANTORS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO AHI, AT THE ADDRESS SET FORTH IN THE FACILITY AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

7.13 Waiver of Jury Trial . GRANTORS, GUARANTORS AND LENDERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. GRANTORS, GUARANTORS AND LENDERS ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. GRANTORS, GUARANTORS AND LENDERS WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

7.14 Set-off . Each Grantor agrees that Lenders have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Grantor agrees that at any time any Event of Default exists, Lenders may apply to the payment of any Secured Obligations in such order as the Required Lenders may determine in their reasonable discretion, whether or not then due, any and all balances, credits, deposits, accounts or moneys of such Grantor then or thereafter with Lenders. Lenders hereby agree that it shall endeavor to notify each Grantor of any such set-off or any such application, but failure to notify shall have no adverse determination or effect hereunder.

7.15 Acknowledgements . Each Grantor and each Guarantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

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(b) Lenders have no fiduciary relationship with or duty to any Grantor or Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors and Guarantors, on the one hand, and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Grantors, Guarantors and Lenders.

7.16 Additional Grantors/Guarantors . Subject to the Intercreditor Agreement, the Grantors shall cause each Person that becomes a Credit Party pursuant to Section 5.2(i) of the Facility Agreement to guaranty AHI’s performance of the Borrower Obligations and grant to Lenders a security interest in the personal property of such Person (to the extent such personal property would constitute Collateral) to secure its performance under the Facility Agreement (to the extent a party thereto) and AHI’s performance of the Borrower Obligations by becoming a party to this Agreement. Upon execution and delivery by such Person of a joinder agreement in the form of Annex I hereto, such Person shall become a Grantor and Guarantor for all purposes of this Agreement.

7.17 Releases .

(a) At such time as the Secured Obligations have been Paid in Full, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all guarantees and obligations (other than those expressly stated to survive such termination) of Lenders and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense (to the extent reasonable, documented and out-of-pocket) of any Grantor following any such termination, Lenders shall promptly deliver to the Grantors any Collateral held by Lenders hereunder, and execute and deliver to the Grantors such documents (including authorization to file UCC termination statements) as the Grantors shall reasonably request to evidence such termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Facility Agreement, then Lenders, at the request and sole expense (to the extent reasonable, documented and out-of-pocket) of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and sole expense (to the extent reasonable, documented and out-of-pocket) of AHI, a Grantor shall be released from its obligations hereunder in the event that all the equity interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Facility Agreement; provided that AHI shall have delivered to Lenders, with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and estimated expenses in connection therewith, together with a certification by AHI stating that such transaction is in compliance with the Facility Agreement and the other Loan Documents.

7.18 Obligations and Liens Absolute and Unconditional . Each Grantor and each Guarantor understands and agrees that the obligations of each Grantor under this Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the validity or enforceability of any Loan Document, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by Lenders, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor, Guarantor or any other Person against Lenders, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Grantor or Guarantor) which

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constitutes, or might be construed to constitute, an equitable or legal discharge of any Grantor or Guarantor for the Secured Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor or Guarantor, Lenders may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any other Grantor or Guarantor or any other Person or against any collateral security or guaranty for the Secured Obligations or any right of offset with respect thereto, and any failure by Lenders to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Grantor or Guarantor or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of any other Grantor or Guarantor or any other Person or any such collateral security, guaranty or right of offset, shall not relieve any Grantor or Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Lenders against any Grantor or Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

7.19 Reinstatement . In the event that any payment in respect of the Secured Obligations, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

[Signatures Immediately Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to be duly executed and delivered as of the date first above written.

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ANNEX I

FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT

This JOINDER AGREEMENT (this “ Agreement ”) dated as of [              ], 20[__] is executed by the undersigned for the benefit of                      , as lenders (the “ Lenders ”) in connection with that certain Guaranty and Security Agreement dated as of March 17, 2014 among the Grantors party thereto and Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty and Security Agreement ”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement.

Each Person signatory hereto is required to execute this Agreement pursuant to Section 7.16 of the Guaranty and Security Agreement.

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person hereby agrees as follows:

1. Each such Person assumes all the obligations of a Grantor and a Guarantor under the Guaranty and Security Agreement and agrees that such person or entity is a Grantor and a Guarantor and bound as a Grantor and a Guarantor under the terms of the Guaranty and Security Agreement, as if it had been an original signatory to such agreement. In furtherance of the foregoing, such Person hereby assigns, pledges and grants to Lenders and (to the extent provided therein) its Affiliates, a security interest in all of its right, title and interest in and to the Collateral (other than Excluded Property) owned thereby to secure the Secured Obligations.

2. Schedules 1, 2, 3, 4, 5, 6 and 7 of the Guaranty and Security Agreement are hereby amended to add the information relating to each such Person set out on Schedules 1, 2, 3, 4, 5, 6 and 7 respectively, hereof. Each such Person hereby makes to Lenders the representations and warranties set forth in the Guaranty and Security Agreement applicable to such Person and the applicable Collateral and confirms that such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier) as of the date hereof after giving effect to such amendment to such Schedules (except to the extent stated to relate to a specific earlier date).

3. In furtherance of its obligations under Section 5.2 of the Guaranty and Security Agreement, each such Person agrees to deliver to Lenders appropriately complete UCC financing statements naming such person or entity as debtor and Lenders as secured party, and describing its Collateral and such other documentation as Lenders (or its successors or assigns) may require to evidence, protect and perfect the Liens created by the Guaranty and Security Agreement, as modified hereby. Each such Person acknowledges the authorizations given to Lenders under the Section 5.9 of the Guaranty and Security Agreement and otherwise.

4. Each such Person’s address for notices under the Guaranty and Security Agreement shall be the address of the Borrower set forth in the Facility Agreement and each such Person hereby appoints the Borrower as its agent to receive notices hereunder.

5. Lenders acknowledge that upon the effectiveness of this Agreement, the undersigned shall have the rights of a Grantor and Guarantor under the Guaranty and Security Agreement.

6. This Agreement shall be deemed to be part of, and a modification to, the Guaranty and Security Agreement and shall be governed by all the terms and provisions of the Guaranty and Security Agreement, with respect to the modifications intended to be made to such agreement, which terms are

incorporated herein by reference, are ratified and confirmed and shall continue in full force and effect as valid and binding agreements of each such person or entity enforceable against such person or entity. Each such Person hereby waives notice of Lenders’ acceptance of this Agreement. Each such Person will deliver an executed original of this Agreement to Lenders.

[add signature block for each new Grantor]

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Exhibit 10.3

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (this “ Agreement ”) is made as of this 17 day of March, 2014, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (“ Alphatec Holdings ”), ALPHATEC SPINE, INC., a California corporation (“ Alphatec Spine ”), ALPHATEC INTERNATIONAL LLC, a Delaware limited liability company (“ Alphatec International ”), and ALPHATEC PACIFIC, INC. (also known as Kabushiki-Kaisha Alphatec Pacific), a Japanese company (“ Alphatec Pacific ” and together with Alphatec Holdings, Alphatec Spine, and Alphatec International, each being referred to herein individually as a “ Borrower ”, and collectively as “ Borrowers ”), and MIDCAP FUNDING IV, LLC, a Delaware limited liability company, (as Agent for Lenders, “ Agent ”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

RECITALS

A. Agent, Lenders, and Borrowers have entered into that certain Amended and Restated Credit, Security and Guaranty Agreement, dated as of August 30, 2013 (the “ Original Credit Agreement ” and as the same is amended hereby and as it may be further amended, modified, supplemented and restated from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrowers and certain of its Affiliates in the amounts and manner set forth in the Credit Agreement.

B. Borrowers have requested that Agent and Lenders agree to amend the Original Credit Agreement in order to, among other things (i) permit Borrowers to enter into the Deerfield Facility Agreement (as defined below) and to incur certain Debt and grant certain Liens pursuant to the terms thereof, (ii) expressly permit the merger, consolidation, wind up or liquidation of Surgiview S.A.S., (iii) permit Borrowers and their Subsidiaries to make certain payments related to the Orthotec Litigation (as defined below), (iv) amend certain conditions with respect to the drawing of second tranche of the Term Loan, (v) add certain financial covenants and (vi) amend certain provisions thereof in order to accommodate the foregoing.

C. Agent and Lenders are willing to agree to Borrowers’ request for such amendments subject to and in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:

1. Recitals . This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise expressly noted, will be deemed to reference the Credit Agreement as amended hereby. The Recitals set forth above shall be construed as part of this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (including those capitalize terms used in the Recitals hereto).

2. Amendment to Original Credit Agreement . Subject to the terms and conditions of this Amendment, including, without limitation, the conditions to effectiveness set forth in Section 5 below, the Original Credit Agreement is hereby amended as follows:

Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(a) Section 1.1 of the Original Credit Agreement is hereby amended by adding the following definitions in their respective alphabetic order:

“ Deerfield ” means, collectively, Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Special Situations International Master Fund, L.P., and their permitted successors and assigns as “Lenders” under the Deerfield Facility Agreement.

“ Deerfield Debt ” means Debt incurred pursuant to and in accordance with the terms of the Deerfield Facility Agreement in a principal amount not to exceed $50,000,000; provided that no more than $15,000,000 of such Debt may be used for purposes other than for making payments related to the Orthotec Matter (including the Orthotec Litigation).

“ Deerfield Facility Agreement ” means: (a) that certain Facility Agreement, dated as of March 17, 2014, among Alphatec Holdings and Deerfield, without giving effect to any amendment, supplement, restatement or other modification thereto other than those made in accordance with the terms of this Agreement; and (b) the ancillary agreements and documents, other than any warrants issued in connection therewith, entered into by Borrowers and Deerfield in connection therewith, in each case, true and complete copies of which have been provided to Agent.

“ Deerfield Intercreditor Agreement ” means that certain Intercreditor Agreement between Agent and Deerfield, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Deerfield Debt and the Liens securing the Deerfield Debt granted by any Borrower to Deerfield are subordinated to the Obligations and the Liens created under the Security Documents.

“ First Amendment Effective Date ” means the effective date of that certain First Amendment to Amended and Restated Credit, Security and Guaranty Agreement, dated as of March 17, 2104, among Borrowers, Agent and Lenders.

“ First Amendment Fee Letter ” means that certain fee letter, dated as of the First Amendment Effective Date, from Agent to Alphatec Holdings and agreed and accepted by Borrowers.

Orthotec Litigation ” means litigation matters in connection with, arising from, or related to Orthotec, LLC for which the Borrowers or their Subsidiaries face potential exposure (monetary or otherwise).

“ Orthotec Litigation Settlement ” has the meaning set forth in Section 5.16(b).

“ Orthotec Resolution ” means such time as the Agent determines, based on information reasonably satisfactory to it, that the Credit Parties are not directly subject to liability associated with, related to or arising from the

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Orthotec Matter or the Orthotec Litigation (including, potential direct liability arising by virtue of liability to which a Subsidiary is subject) that would reasonably be expected to exceed the sum of (i) $[***] (less any previously made Litigation Payments) plus (ii) cash contributions from one or more shareholders of Alphatec Holdings to the Credit Parties solely for payment of the Orthotec Settlement Payments plus (iii) insurance proceeds actually received in respect of the Orthotec Litigation. Any such determination shall be made in the Agent’s reasonable discretion in consultation with and upon the reasonable advice of its outside counsel as it deems necessary or advisable.

“ Orthotec Settlement Payments ” means, collectively, all amounts paid or transferred (including cash, cash equivalents, assets and/or services) on or after the First Amendment Effective Date by or on behalf of Credit Parties and/or their respective Subsidiaries in connection with any Orthotec Matter (including the Orthotec Litigation).

“ Settlement Deposit Account ” that certain deposit account established by and in the sole name of Alpha Holdings and subject to the first priority Lien in favor of Deerfield to hold funds from a draw by Alphatec Holdings of all or any portion of the undrawn amount available under the Facility Agreement pending the need and requisite authority to use any such funds in accordance with the Facility Agreement to make a settlement payment(s) (or satisfy a judgment(s)) relating to the Orthotec Matter (including the Orthotec Litigation) for which Alphatec Holdings or its subsidiaries currently or may hereafter face potential liability (“ Settlement Funds ”); provided, that (i) there shall be no funds other than Settlement Funds on deposit in such account and (ii) once withdrawn by Alphatec Holdings, no funds may be re-deposited therein.

“ Surgiview ” means Surgiview S.A.S.

(b) The defined term “Fee Letter” in Section 1.1 of the Original Credit Agreement is hereby amended by replacing the clause “including the Amended and Restated Fee Letter, dated as of the date hereof, each between Agent and Borrowers” with the clause “including the Amended and Restated Fee Letter, dated as of August 30, 2013, and the First Amendment Fee Letter, each between Agent and Borrowers.”

(c) The defined term “Material Adverse Effect” in Section 1.1 of the Original Credit Agreement is hereby amended by adding the following sentence to the end of such definition:

“Notwithstanding the foregoing, so long as the total aggregate exposure (including cash, cash equivalents, assets and/or services) of the Credit Parties under the Orthotec Matter (including the Orthotec Litigation and whether by settlement, judgment or otherwise) does not exceed the amount of the Deerfield Debt available to pay such settlement or judgment amounts, neither the Orthotec Matter (including the Orthotec Litigation) nor the resolution of all or any portion thereof shall be deemed to constitute a Material Adverse Effect.”

(d) The defined term “ Permitted Liens ” in Section 1.1 of the Original Credit

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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Agreement is hereby amended by deleting the word “and” immediately preceding the clause (k) thereof and the period at the end of clause (k) and adding a new clause (l) as follows:

“and (l) Liens and encumbrances securing the Deerfield Debt that, in each case, are subordinated to the Liens created under the Security Documents pursuant to the Deerfield Intercreditor Agreement.”

(e) The defined term “ Subordination Agreement ” in Section 1.1 of the Original Credit Agreement is hereby amended by adding the following parenthetical statement after the word “agreement” in the first line thereof: “(including, without limitation, the Deerfield Intercreditor Agreement)”.

(f) The defined term “ Subordinated Debt ” in Section 1.1 of the Original Credit Agreement is hereby amended by adding the following parenthetical statement after the word “Debt” in the first line thereof: “(including, without limitation, the Deerfield Debt)”.

(g) Section 2.11(i) of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i) Borrowers shall maintain in one or more Deposit Accounts, each of which shall be held in the name of a Borrower in a bank or financial institution located in the United States and subject to Deposit Account Control Agreement (i) at all times prior to December 31, 2013, at least [***] percent ([***]%) of the cash held by Holdings and its Subsidiaries, (ii) at all times during the period commencing on December 31, 2013 and ending on the First Amendment Effective Date, at least [***] percent ([***]%) of the cash held by Holdings and its Subsidiaries, (iii) at all times during the period commencing on the first day following the First Amendment Effective Date and ending on June 30, 2014, at least [***] percent ([***]%) of the cash held by Holdings and its Subsidiaries, (iv) at all times during the period commencing on July 1, 2014 and ending on December 31, 2014, at least [***] percent ([***]%) of the cash held by Holdings and its Subsidiaries, and (v) at all times thereafter, at least [***] percent ([***]%) of the cash held by Holdings and its Subsidiaries.”

(h) The second sentence of Section 3.4 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

“All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than (a) those in favor of Agent for the benefit of Agent and Lenders and (b) Liens permitted pursuant to clause (l) of the definition of Permitted Liens, and such equity securities were issued in compliance with all applicable Laws.”

(i) Clause (iii) of Section 3.6 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(iii) the Orthotec Matter (which, for avoidance of doubt, includes the Orthotec Litigation),”

(j) Section 3.19 of the Original Credit Agreement is hereby amended by adding the

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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parenthetical statement “(except for Liens granted pursuant to the Deerfield Facility Agreement)” after the word “Liens” in the fourth sentence thereof.

(k) Section 5.4 of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Section 5.4 Restrictive Agreements . No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired (except as provided by the Financing Documents and the Deerfield Facility Agreement), or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents and the Deerfield Facility Agreement) on the ability of any Subsidiary to: (i) pay or make Restricted Distributions to any Borrower or any Subsidiary; (ii) pay any Debt owed to any Borrower or any Subsidiary; (iii) make loans or advances to any Borrower or any Subsidiary; or (iv) transfer any of its property or assets to any Borrower or any Subsidiary.

(l) The Original Credit Agreement is hereby amended by adding the following Section 5.16 at the end of Article 5:

“Section 5.16 Surgiview Dissolution; Orthotec Litigation .

(a) Surgiview Dissolution . Notwithstanding anything to the contrary in this Article 5 or otherwise in this Agreement or the other Financing Documents, Borrowers shall be permitted to (i) dissolve, liquidate or wind up Surgiview (including through any voluntary or involuntary insolvency proceeding that would otherwise give rise to an Event of Default pursuant only to Section 10.1(e) or 10.1(f)) or to consolidate Surgiview with or merge Surgiview into a Credit Party and (ii) terminate the Secured Permitted Intercompany Loan to Surgiview in connection with any action taken pursuant to clause (i), in each case, solely to the extent permitted by applicable Law.

(b) Orthotec Litigation . Notwithstanding anything to the contrary in this Article 5 or otherwise in this Agreement or the other Financing Documents, but subject to Section 5.16(c) below, Agent and Lenders agree that Credit Parties may make (or may contribute cash to Surgiview in order for it to make) one or more Orthotec Settlement Payments in an aggregate amount not to exceed the aggregate amount drawn by Alphatec Holdings under the Deerfield Facility Agreement for purposes of making Orthotec Settlement Payments and, so long as the total aggregate exposure (including cash, cash equivalents, assets and/or services) of the Credit Parties under the Orthotec Matter (including the Orthotec Litigation and whether by settlement, judgment or otherwise) does not exceed the amount of the Deerfield Debt available to pay such settlement or judgment amounts, any such settlement, judgment or order otherwise entered or rendered in connection therewith shall not constitute a Default or Event of Default; provided that:

(i) prior to entering into any settlement agreement or other settlement arrangement with respect to the Orthotec Matter (including the Orthotec Litigation, an “Orthotec Litigation Settlement”), Borrowers shall have delivered to Agent (x) the execution versions of the settlement agreement and all agreements, certificates, instruments and other documents related thereto, (y) projections demonstrating pro forma compliance with the financial covenants in Article 6 for the 12 month period immediately following such Orthotec Litigation Settlement and after giving effect thereto, and (z) such other information as Agent may reasonably request regarding the Orthotec Litigation Settlement;

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(ii) no Event of Default shall have occurred and be continuing at the time such Orthotec Settlement Payment is made; and

(iii) the Orthotec Resolution shall have occurred.

(c) Initial Orthotec Settlement Payment . Notwithstanding anything to the contrary in this Article 5 or otherwise in this Agreement or the other Financing Documents, Borrowers shall be permitted to make initial Orthotec Settlement Payments in an aggregate amount not to exceed [***] dollars ($[***]) prior to the satisfaction of the conditions set forth in Section 5.16(b) (including the initial advance under the Deerfield Facility Agreement); provided, however, at the time of each such initial payment, no Event of Default shall have occurred and be continuing or would result therefrom, excluding for the purposes of this proviso, any Event of Default that would otherwise not occur had the conditions of Section 5.16(b) been satisfied.

(m) Section 6.1 of the Original Credit Agreement is hereby amended by

(i) replacing, in its entirety the defined term “Defined Period” with the following definition:

“ Defined Period ” means, for purposes of calculating the Fixed Charge Coverage Ratio, the Senior Leverage Ratio and the Total Leverage Ratio for any given calendar month, the twelve (12) month period immediately preceding any such calendar month.

(ii) adding the following definitions in their respective alphabetic order:

“ Total Debt ” means an amount equal to the sum of (a) Senior Debt plus (b) the total outstanding balance of Deerfield Debt.

“ Total Leverage Ratio ” means, for any Defined Period, the ratio of (a) Total Debt to (b) EBITDA.

(n) Article 6 of the Original Credit Agreement is hereby amended by adding a new section 6.5 at the end thereof as follows:

Section 6.5 Total Leverage Ratio . Borrowers will not permit the Total Leverage Ratio for any Defined Period, as tested monthly, to be greater than [***] to [***].

(o) Schedule 2.1 of the Original Credit Agreement is hereby deleted in its entirety and replaced with the new Schedule 2.1 attached hereto as Exhibit A .

(p) Schedule 5.14 of the Original Credit Agreement is hereby deleted in its entirety and replaced with the new Schedule 5.14 attached hereto as Exhibit B .

(q) Schedule 9.1 of the Original Credit Agreement is hereby deleted in its entirety and replaced with the new Schedule 9.1 attached hereto as Exhibit C .

(r) Exhibit B of the Original Credit Agreement is hereby deleted in its entirety and replaced with the new Compliance Certificate attached hereto as Exhibit D .

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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3. Representations and Warranties; Reaffirmation of Security Interest; Updated Schedules . Each Borrower hereby (a) confirms that all of the representations and warranties set forth in the Credit Agreement are true and correct in all material respects with respect to such Borrower as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date, and (b) covenants to perform its respective obligations under the Credit Agreement. Each Borrower further represents and warrants that the organizational documents of such Borrower delivered to Agent on or prior to August 30, 2013 in connection with the Credit Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are, and continue to be, in full force and effect. Each Borrower confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains free and clear of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended to impair or limit the validity, priority or extent of Agent’s security interests in and Liens on the Collateral. Each Borrower acknowledges and agrees that the Credit Agreement, the other Financing Documents and this Agreement constitute the legal, valid and binding obligation of each Borrower, and are enforceable against each Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

4. Costs and Fees . Borrowers shall be responsible for the payment of all reasonable and documented out-of-pocket costs and fees of Agent’s counsel incurred in connection with the preparation of this Agreement and any related documents. If Agent or any Lender uses in-house counsel for any of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed. In no event shall the amounts payable by Borrowers under this Section 4 for the fees of Agent’s outside counsel (and expressly excluding reasonable and documented out-of-pocket costs), for the period commencing on March 1, 2014 through the date of this Agreement, exceed $[***] in the aggregate without the consent of Alphatec Holdings.

5. Conditions to Effectiveness . This Agreement shall become effective as of the date on which each of the following conditions has been satisfied:

(a) Borrowers shall have delivered to Agent this Agreement, the First Amendment Fee Letter, and the Deerfield Intercreditor Agreement, each duly executed by an authorized officer of each Borrower;

(b) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the date hereof (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof);

(c) after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents;

(d) Borrower shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request; and

(e) Agent shall have received from Borrowers all of the fees owing pursuant to this Agreement and other documents and agreements executed in connection herewith, including without limitation, Agent’s reasonable out-of-pocket legal fees and expenses pursuant to Section 4 (Costs and Fees) of this Agreement.

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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6. Release . In consideration of the agreements of Agent and Required Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each of their respective current and former directors, officers, shareholders, agents, and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Releasing Parties ”) does hereby fully and completely release, acquit and forever discharge each of Agent, Lenders, and each their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “ Released Parties ”), of and from any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly). Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and Required Lender’s decision to enter into this Agreement and agree to the modifications contemplated hereunder, and has been relied upon by Agent and Required Lenders in connection therewith.

7. No Waiver or Novation . The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided in this Agreement, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Agreement or other Financing Documents or any of Agent’s rights and remedies in respect of such Defaults or Events of Default. This Agreement (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

8. Affirmation . Except as specifically amended pursuant to the terms hereof, each Borrower hereby acknowledges and agrees that the Credit Agreement and all other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

9. Confidentiality . No Borrower will disclose the contents of this Agreement, the Credit Agreement or any of the other Financing Documents to any third party (including, without limitation, any financial institution or intermediary) without Agent’s prior written consent, other than to Borrowers’ officers and advisors on a need-to-know basis or as otherwise may be required by Law, including to any court or regulatory agency having jurisdiction over such Borrower. Each Borrower agrees to inform all such persons who receive information concerning this Agreement, the Credit Agreement and the other Financing Documents that such information is confidential and may not be disclosed to any other person except as may be required by Law, including to any court or regulatory agency having jurisdiction over such Borrower.

10. Miscellaneous .

(a) Reference to the Effect on the Credit Agreement . Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,”

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or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.

(b) Incorporation of Credit Agreement Provisions . The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

(c) Headings . Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(d) Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be effective as delivery of an original executed counterpart hereof and shall bind the parties hereto.

(e) Entire Agreement . This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

(f) Severability . In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(g) Successors/Assigns . This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Credit Agreement and the other Financing Documents.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have executed this Agreement under seal as of the day and year first hereinabove set forth.

[Signatures Continue on Following Page]

EXHIBIT A

SCHEDULE 2.1 - AMORTIZATION

Commencing on (i) the first day of the first calendar month following the advance of the initial tranche of the Term Loan made on the Closing Date and continuing on the first day of each calendar month (each, a “ Payment Date ”) thereafter, Borrowers shall pay to Agent as a principal payment under the first tranche of the Term Loan, an amount equal to the Tranche 1 Amortization Payment (defined below) as an amortization payment in respect of such advance under the Term Loan, plus (ii) the first day of the calendar month following the sixth (6 ^th ) month anniversary of the advance of the second tranche of the Term Loan made pursuant to Section 2.1(a)(i) and continuing on each Payment Date thereafter, Borrowers shall pay to Agent as a principal payment under the second tranche of the Term Loan, an amount equal to the Tranche 2 Amortization Payment (defined below) as an amortization payment in respect of such advance under the Term Loan.

The term “ Tranche 1 Amortization Payment ” means, (i) for each Payment Date prior to the Termination Date, an amount equal to $[***] and (ii) for the Termination Date an amount equal to the entire remaining outstanding principal balance under the Term Loans.

The term “ Tranche 2 Amortization Payment ” means, (i) for each Payment Date following the sixth (6 ^th ) month anniversary of the advance of the second tranche of the Term Loan made pursuant to Section 2.1(a)(i), but prior to the Termination Date, a straight-line amortization payment equal to $[***] divided by the number of Payment Dates between such sixth (6 ^th ) month anniversary and the Commitment Expiry Date and (ii) for the Termination Date an amount equal to the entire remaining outstanding principal balance under the Term Loans (without duplication of amounts paid pursuant to clause (ii) of the definition of Tranche 1 Amortization Payment).

Notwithstanding anything to the contrary contained in the foregoing, the entire remaining outstanding principal balance under the Term Loan shall mature and be due and payable upon the Termination Date.

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT B

SCHEDULE 5.14 – DEPOSIT AND SECURITIES ACCOUNTS

Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT C

Schedule 9.1 – Collateral

The Collateral consists of all of Borrowers’ assets, including without limitation, all of Borrowers’ right, title and interest in and to the following, whether now owned or hereafter created, acquired or arising:

Notwithstanding the foregoing, the Collateral: (x) expressly excludes the Settlement Deposit Account; and (y) with respect to Equity Interests (as defined in the Pledge Agreement), expressly includes only those Equity Interests pledged pursuant to the Pledge Agreement.

EXHIBIT D

COMPLIANCE CERTIFICATE

This Compliance Certificate is given by                                     , a Responsible Officer of Alphatec Holdings, Inc., a Delaware corporation (the “ Borrower Representative ”), pursuant to that certain Amended and Restated Credit, Security and Guaranty Agreement, dated as of August 30, 2013, by and among the Borrower Representative and each of its Subsidiaries party thereto as “Borrowers”, and any additional Borrower that may hereafter be added thereto (collectively, “ Borrowers ”), MidCap Financial, LLC, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby certifies to Agent and Lenders that:

(a) the financial statements delivered with this certificate in accordance with Section 4.1 of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrowers and their Consolidated Subsidiaries as of the dates and the accounting period covered by such financial statements;

(b) I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of Borrowers and their Consolidated Subsidiaries during the accounting period covered by such financial statements, and such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrowers have taken, are undertaking and propose to take with respect thereto;

(c) except as noted on Schedule 2 attached hereto, Schedule 9.2 to the Credit Agreement contains a complete and accurate list of all business locations of Borrowers and Guarantors and all names under which Borrowers or Guarantors currently conduct business, and Schedule 2 specifically notes any changes in the names under which Borrowers or Guarantors conduct business;

(d) except as noted on Schedule 3 attached hereto, the undersigned has no knowledge of (i) any federal or state tax liens having been filed against the Borrowers, Guarantors or any Collateral, or (ii) any failure of the Borrowers or Guarantors to make required payments of withholding or other tax obligations of the Borrowers or Guarantors during the accounting period to which the attached statements pertain or any subsequent period;

(e) except as noted on Schedule 4 attached hereto, Schedule 5.14 to the Credit Agreement contains a complete and accurate statement of all Deposit Accounts and Security Accounts maintained by Borrowers or Guarantors;

(f) except as noted on Schedule 5 attached hereto or Schedule 3.6 to the Credit Agreement, the undersigned has no knowledge of any current, pending or threatened: (i) litigation against the Borrowers or Guarantors, (ii) inquiries, investigations or proceedings concerning the business affairs, practices, licensing or reimbursement entitlements of Borrowers or Guarantors, or (iii) default by Borrowers or Guarantors under any Material Contract to which either of them is a party, provided ,

however , that the information required pursuant to this clause (f) shall be deemed to have been delivered if the Credit Parties deliver to the Agent that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants on a quarterly basis at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants;

(g) [except as noted on Schedule 6 attached hereto, no Borrower or Guarantor has acquired, by purchase, by the approval or granting of any application for registration (whether or not such application was previously disclosed to Agent by Borrowers) or otherwise, any Intellectual Property that is registered with any United States or foreign Governmental Authority, or has filed with any such United States or foreign Governmental Authority, any new application for the registration of any Intellectual Property, or acquired rights under a license as a licensee with respect to any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person, that has not previously been reported to Agent on Schedule 3.19 to the Credit Agreement or any Schedule 6 to any previous Compliance Certificate delivered by the Company to Agent;] [ To be included in the Compliance Certificate provided at the end of each Fiscal Quarter only ]

(h) except as noted on Schedule 7 attached hereto and except in the ordinary course of business, no Borrower or Guarantor has acquired, by purchase or otherwise, any Chattel Paper, Letter of Credit Rights, Instruments, Documents or Investment Property that has not previously been reported to Agent on any Schedule 7 to any previous Compliance Certificate delivered by Borrower Representative to Agent;

(i) [except as noted on Schedule 8 attached hereto, no Borrower or Guarantor is aware of any commercial tort claim that has not previously been reported to Agent on any Schedule 8 to any previous Compliance Certificate delivered by Borrower Representative to Agent; and] [ To be included in the Compliance Certificate provided at the end of each Fiscal Quarter only ]

(j) Borrowers and Guarantors are in compliance with the covenants contained in Article 6 of the Credit Agreement, and in any Guarantee constituting a part of the Financing Documents, as demonstrated by the calculation of such covenants as set forth in the attached Worksheets [See attached worksheets], and such calculations and the certifications contained therein are true, correct and complete;

(k) Borrowers are in compliance with Section 2.11(i) of the Credit Agreement; and