Zimmer Biomet Holdings, Inc. Sample Contracts

ZIMMER, INC.,
Credit Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
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RIGHTS AGREEMENT dated as of July 30, 2001
Rights Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALS
Letter Agreement • March 13th, 2002 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENT
Zimmer Holdings Inc • September 2nd, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT
Execution Copy • September 2nd, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
Zimmer Biomet Holdings, Inc. $500,000,000 5.350% Notes due 2028 Underwriting Agreement
Zimmer Biomet Holdings, Inc. • December 1st, 2023 • Orthopedic, prosthetic & surgical appliances & supplies • New York

Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 aggregate principal amount of its 5.350% Notes due 2028 (the “Securities”), to be issued under an indenture (as supplemented prior to the date hereof, the “Base Indenture”) dated as of November 17, 2009, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a ninth supplemental indenture to be dated as of December 1,

RECITALS
Change in Control Severance Agreement • March 12th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
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Credit Agreement • June 13th, 2003 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Separation and Distribution Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • August 22nd, 2023 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AGREEMENT, dated as of August 21, 2023, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and Ivan Tornos (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.

EXHIBIT 2 CONTRIBUTION AND DISTRIBUTION AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY
Contribution and Distribution Agreement • July 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., THE LENDERS NAMED HEREIN, and BANK OF AMERICA, N.A., as Administrative Agent, Dated as of December 14, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as...
Credit Agreement • December 20th, 2018 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of December 14, 2018, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS (as defined herein) and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

EXECUTION COPY INTERIM SERVICES AGREEMENT
Interim Services Agreement • November 13th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Stockholder and Registration Rights Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Deferred Prosecution Agreement
Deferred Prosecution Agreement • October 2nd, 2007 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZIMMER HOLDINGS, INC., OWL MERGER SUB, INC. AND LVB ACQUISITION, INC. April 24, 2014
Agreement and Plan of Merger • April 30th, 2014 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This AGREEMENT AND PLAN OF MERGER is dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Parent”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and LVB Acquisition, Inc., a Delaware corporation (the “Company”).

TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMMER, INC. and ZIMVIE INC.
Transition Manufacturing and Supply Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).

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CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
And Non-Solicitation Agreement • March 1st, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and (“Employee”).

TAX MATTERS AGREEMENT DATED AS OF MARCH 1, 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.
Tax Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Intellectual Property Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

TERM LOAN AGREEMENT ZIMMER BIOMET G.K. as Borrower and SUMITOMO MITSUI BANKING CORPORATION as the Bank Dated as of September 22, 2017
Term Loan Agreement • September 28th, 2017 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

This TERM LOAN AGREEMENT, dated as of September 22, 2017 (as it may be amended, extended, replaced or renewed from time to time, the “Agreement”), between ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Borrower”), and SUMITOMO MITSUI BANKING CORPORATION, a Japanese banking corporation (the ‘‘Bank’’), sets forth the binding agreement of the parties.

ZIMMER, INC., ZIMMER K. K., ZIMMER LTD.,
Credit Facility Agreement • August 6th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022
Employee Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.

CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • February 26th, 2019 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and ______________________________ (“Employee”).

CREDIT AGREEMENT among ZIMMER BIOMET HOLDINGS, INC., ZIMMER BIOMET G.K., ZB INVESTMENT LUXEMBOURG S.À.R.L., THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as General Administrative Agent, JPMORGAN CHASE BANK, N.A.,...
Credit Agreement • October 5th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

CREDIT AGREEMENT (as amended and in effect from time to time, the “Agreement”) dated as of September 30, 2016, among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), ZIMMER BIOMET G.K., a company organized under the laws of Japan (the “Japanese Borrower”), ZB INVESTMENT LUXEMBOURG S.À.R.L., a company organized under the laws of Luxembourg, inclusive of its Winterthur Branch (the “Luxembourg Borrower”), the BORROWING SUBSIDIARIES (as defined herein), the LENDERS (as defined herein), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “General Administrative Agent”), JPMORGAN CHASE BANK, N.A., TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such capacity, the “Japanese Administrative Agent”), and J.P. MORGAN EUROPE LIMITED, as administrative agent for the European Lenders (in such capacity, the “European Administrative Agent”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 23rd, 2024 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AGREEMENT, dated as of ______________________, is made by and between ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Company”), and ________________________________ (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII.

Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Transitional Trademark License Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Transition Services Agreement (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”

Zimmer Biomet Holdings, Inc. 11,027,558 Shares Common Stock ($0.01 par value) Underwriting Agreement
Zimmer Biomet Holdings, Inc. • February 10th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • New York

The persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to Barclays Capital Inc. (the “Underwriter”) 11,027,558 shares of common stock, $0.01 par value (“Common Stock”), of Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), as set forth in Schedule II hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the R

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