WRIGHT MEDICAL GROUP N.V. 18,248,932 Ordinary Shares Underwriting AgreementWright Medical Group N.V. • August 29th, 2018 • Orthopedic, prosthetic & surgical appliances & supplies • New York
As of the date of this underwriting agreement (this “Agreement”), the Company is party to an Agreement and Plan of Merger, dated as of August 24, 2018 (the “Merger Agreement”), relating to the proposed merger (the “Merger”) of Braves WMS, Inc. into Cartiva, Inc., a Delaware corporation (“Cartiva”), with Cartiva surviving the Merger as a wholly-owned indirect subsidiary of the Company, pursuant to the terms and conditions described therein and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (each as defined below).
WRIGHT MEDICAL GROUP N.V., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [●], 201_Indenture • May 4th, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of [●], 201_, between Wright Medical Group N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of the Netherlands (herein called the “Company”), having its principal executive offices at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (herein called the “Trustee”).
TORNIER N.V. (a Netherlands public limited liability company) [1] Ordinary Shares PURCHASE AGREEMENTPurchase Agreement • August 11th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
the Company has complied with the USPTO duty of candor and disclosure for each of the U.S. Patents. Such counsel is unaware of any facts which would preclude the grant of a patent from each of the Applications. The Applications are being diligently pursued by the Company.
WRIGHT MEDICAL GROUP N.V. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 20, 2016 2.25% Cash Convertible Senior Notes due 2021Indenture • May 25th, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE dated as of May 20, 2016 between WRIGHT MEDICAL GROUP N.V., a Dutch public limited liability company (naamloze vennootschap), as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of May 7, 2018 by and amongCredit, Security and Guaranty Agreement • August 9th, 2018 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of May 7, 2018, by and among WRIGHT MEDICAL GROUP N.V., a public limited liability company organized and existing under the laws of the Netherlands with its corporate seat (statutaire zetel) in Amsterdam and registered with the Dutch trade register under number 34250781, as a Guarantor (“Parent”), WRIGHT MEDICAL GROUP, INC., a Delaware corporation (“Wright”), each of the direct and indirect Subsidiaries of Parent set forth on the signature pages hereto and certain other Subsidiaries of Parent that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with Wright and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and a
TORNIER, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2015 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of October 28, 2010, between Tornier, Inc., a Delaware corporation (the “Company”), and Greg Morrison (the “Vice President of Human Resources and HPMS”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”), dated as of , 2010 is made by and between Tornier N.V., a public company with limited liability, organized and existing under the laws of the Netherlands (the “Company”) and (“Indemnitee”).
CREDIT AGREEMENT dated as of October 4, 2012 among TORNIER N.V., as Holdings, TORNIER, INC., as Borrower, The Lenders Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent SG AMERICAS SECURITIES, LLC, as Syndication Agent BMO CAPITAL MARKETS...Credit Agreement • October 4th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
CREDIT AGREEMENT dated as of October 4, 2012 (this “Agreement”), among TORNIER N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch law, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, registered with the trade register of the Chambers of Commerce in the Netherlands under number 34250781 (“Holdings”), TORNIER, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
SEPARATION PAY AGREEMENTSeparation Pay Agreement • February 24th, 2020 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
THIS SEPARATION PAY AGREEMENT (“Agreement”), dated as of July 9, 2018 (the “Effective Date”) is made by and between WRIGHT MEDICAL GROUP, INC., a Delaware corporation (the “Company”), on behalf of itself and one or more of its Affiliates, and Barry J. Regan (the “Executive”).
CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENTConfidentiality, Non • February 24th, 2020 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
THIS CONFIDENTIALITY, NON‑COMPETITION, NON-SOLICITATION, AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 9, 2018 by and between Wright Medical Group, Inc., a Delaware corporation (together with all its subsidiaries and affiliates owned or controlled, directly or indirectly, now or in the future, the “Company”), and Barry J. Regan (“Employee”).
CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENTNon-Solicitation And • October 16th, 2015 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
THIS CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION, AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 1, 2015 by and between Wright Medical Group, Inc., a Delaware corporation (together with all its subsidiaries and affiliates owned or controlled, directly or indirectly, now or in the future, the “Company”), and David H. Mowry (“Employee”).
September 14, 2020Wright Medical Group N.V. • October 21st, 2020 • Orthopedic, prosthetic & surgical appliances & supplies
This letter confirms the terms and conditions of your employment with Stryker Employment Company, LLC (the “Company”), acting through its Trauma & Extremities division, following its acquisition of Wright Medical Group N.V. (“Wright”) in accordance with the terms of that certain Purchase Agreement (“Purchase Agreement”) by and among Stryker Corporation (“Stryker”), Stryker B.V. and Wright Medical Group N.V. dated as of November 4, 2019 (the “Transaction”). The date of the consummation of the Transaction is referred to herein as the Closing Date. Your position as Vice President, CQR is effective as of the Closing Date. In the event the Transaction is not consummated or the Purchase Agreement is terminated, this offer shall be terminated and null and void.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 1st, 2015 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (the “Agreement”) made and entered into as of (the “Effective Date”) by and between Wright Medical Group N.V., a public company with limited liability, organized and existing under the laws of the Netherlands (the “Company”), and (the “Indemnitee”).
PURCHASE AGREEMENT among STRYKER CORPORATION, STRYKER B.V. and WRIGHT MEDICAL GROUP N.V. Dated as of November 4, 2019Purchase Agreement • November 4th, 2019 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
PURCHASE AGREEMENT, dated as of November 4, 2019 (this “Agreement”), among Stryker Corporation, a Michigan corporation (“Parent”), Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of the Netherlands and a direct or indirect wholly owned Subsidiary of Parent (“Buyer”), and Wright Medical Group N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of the Netherlands (the “Company”).
WRIGHT MEDICAL GROUP N.V. (a Netherlands public limited liability company) 6,221,809 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Wright Medical Group N.V., a Netherlands public limited liability company (naamloze vennootschap or N.V.) (the “Company”), and TMG Holdings Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriter of 6,221,809 Ordinary Shares, par value EUR €0.03 per share, of the Company (“Ordinary Shares”) (Such shares to be sold by the Selling Shareholder being referred to as the “Securities”).
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandWright Medical Group N.V. • May 8th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Wright Medical Group N.V. (“Company”) to JPMorgan Chase Bank, National Association (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.
AMENDMENT TO COMMERCIAL LEASE NO. 1Tornier B.V. • August 11th, 2010 • Orthopedic, prosthetic & surgical appliances & supplies
SCI CYMAISE, a company with capital stock of 2,286.74 € having its registered office at Chemin Doyen Gosse, 38330 Saint Ismier, France, recorded in the Commercial Register of Grenoble under No. 339 711 079.
RESIGNATION AGREEMENT AND RELEASE OF CLAIMSResignation Agreement and Release of Claims • February 23rd, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Resignation Agreement and Release of Claims (this “Agreement”) is made by and between Gordon Van Ummersen (“Executive”) and Tornier, Inc. (“Tornier” or the “Company”), a Delaware corporation and wholly-owned subsidiary of Tornier N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of The Netherlands (“Tornier N.V.”). Executive and the Company are referred to individually as “Party” and collectively referred to as “Parties” in this Agreement.
September 24, 2020 Steven Wallace Walton-on-Thames, Surrey KT12 1Jl, UKLetter Agreement • October 21st, 2020 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies
This Letter Agreement confirms the terms and conditions of your employment with Stryker Employment Company, LLC (the “Company”), acting through its Joint Replacement division, following its acquisition of Wright Medical Group N.V. (“Wright”) in accordance with the terms of that certain Purchase Agreement (“Purchase Agreement”) by and among Stryker Corporation (“Stryker”), Stryker B.V. and Wright Medical Group N.V. dated as of November 4, 2019 (the “Transaction”). The date of the consummation of the Transaction is referred to herein as the Closing Date. Your position as VP/GM, Knees is effective as of the Closing Date. In the event the Transaction is not consummated or the Purchase Agreement is terminated, this offer shall be terminated and null and void.
AGREEMENT AND PLAN OF MERGER by and among TORNIER N.V., TROOPER HOLDINGS INC., TROOPER MERGER SUB INC., and WRIGHT MEDICAL GROUP, INC. Dated October 27, 2014Agreement and Plan of Merger • October 27th, 2014 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated October 27, 2014, by and among Tornier N.V., a Dutch public limited company (naamloze vennootschap) (“Trooper”), Trooper Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Trooper (“Holdco”), Trooper Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Trooper (“Merger Sub”), and Wright Medical Group, Inc., a Delaware corporation (“Ranger”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
JOINDER AGREEMENTJoinder Agreement • September 14th, 2010 • Tornier B.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This JOINDER AGREEMENT (this “Agreement”), dated as of this 27th day of October, 2008, is entered into by and among Tornier B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, with corporate seat in Amsterdam (the “Company”) and TMG Partners III LLC, a Delaware limited liability company (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among WRIGHT MEDICAL GROUP, INC. a Delaware corporation, BRAVES WMS, INC. a Delaware corporation, WRIGHT MEDICAL GROUP N.V. a Dutch public limited liability company (naamloze vennootschap) and solely for the limited...Agreement and Plan of Merger • August 27th, 2018 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 24, 2018 (the “Agreement Date”) by and among Wright Medical Group, Inc., a Delaware corporation (“Parent”), Braves WMS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Wright Medical Group N.V., a Dutch public limited liability company (naamloze vennootschap) (“Wright”), solely for the purposes of this paragraph, the Recitals below and Article 12 of this Agreement, Cartiva, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as Representative (the “Representative”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • July 18th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Separation Agreement and Release of Claims (“Agreement”) is made by and between Carmen Diersen (“Employee”), and Tornier, Inc. (“Tornier” or the “Company”).
WRIGHT MEDICAL GROUP, INC. as Issuer WRIGHT MEDICAL GROUP N.V. as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 28, 2018 1.625% Cash Exchangeable Senior Notes due 2023Indenture • July 3rd, 2018 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE dated as of June 28, 2018 between WRIGHT MEDICAL GROUP, INC., a Delaware corporation, as issuer (the “Company”), WRIGHT MEDICAL GROUP N.V., a Dutch public limited liability company (naamloze vennootschap), as guarantor (the “Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
ContractSupplemental Indenture • November 16th, 2020 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 11, 2020, among (i) Wright Medical Group N.V., a Dutch public limited company (naamloze vennootschNovember 8, 2020ap) (the “Company”); (ii) Wright Luxembourg S.A., a Luxembourg société anonyme (“Wright Luxembourg”) and a wholly owned subsidiary of the Company; (iii) Wright Medical Ltd., a Bermuda exempted company (“Wright Bermuda”) and a wholly owned subsidiary of Wright Luxembourg; and (iv) The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
ContractThe Third Settlement Agreement • February 28th, 2018 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies
This SECOND AMENDMENT TO THE THIRD SETTLEMENT AGREEMENT, dated October 3, 2017 by agreement between (i) Wright Medical Technology, Inc. (“Wright Medical”) and (ii) Plaintiffs’ Co-Lead Counsel appointed by the Hon. William S. Duffey in MDL No. 2329 (the “MDL”) and Plaintiffs’ Co-Lead Counsel appointed by the Hon. Jane Johnson in JCCP No. 4710 (the “JCCP”) (referred to collectively as “Plaintiffs’ Counsel”) (Plaintiffs’ Counsel and Wright Medical each a “Party” and collectively referred to as the “Parties”), is made pursuant to Section 13.10 of the Third Settlement Agreement dated October 3, 2017 (the “Third Settlement Agreement”). The Third Settlement Agreement, as previously amended by the First Amendment to the Third Settlement Agreement, shall be further amended as follows (the Third Settlement Agreement, as amended, and this Second Amendment being collectively referred to herein as the “Agreement”):
AMENDMENT NO. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • May 4th, 2017 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT No. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is made as of this 2nd day of February, 2017, by and among WRIGHT MEDICAL GROUP N.V., a public limited liability company organized and existing under the laws of the Netherlands with its corporate seat (statutaire zetel) in Amsterdam and registered with the Dutch trade register under number 34250781, as a Guarantor (“Parent”), WRIGHT MEDICAL GROUP, INC., a Delaware corporation (“Wright”), each of the direct and indirect Subsidiaries of Parent set forth on the signature pages hereto (individually as a “Borrower”, and collectively with Wright, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
RESIGNATION AGREEMENT AND RELEASE OF CLAIMSResignation Agreement and Release of Claims • October 1st, 2015 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Resignation Agreement and Release of Claims (this “Agreement”) is made by and between Shawn T McCormick (“Executive”) and Tornier, Inc. (“Tornier” or the “Company”), a Delaware corporation and wholly-owned subsidiary of Tornier N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of The Netherlands (“Tornier N.V.”). Executive and the Company are referred to individually as “Party” and collectively referred to as “Parties” in this Agreement.
October 4, 2012 Tornier N.V. Fred. Roeskestraat 123Tornier N.V. • October 17th, 2012 • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT No. 4 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENTCredit, Security and Guaranty Agreement • May 8th, 2020 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 7th day of May, 2020, by and among WRIGHT MEDICAL GROUP N.V., a public limited liability company organized and existing under the laws of the Netherlands with its corporate seat (statutaire zetel) in Amsterdam and registered with the Dutch trade register under number 34250781, as a Guarantor (“Parent”), WRIGHT MEDICAL GROUP, INC., a Delaware corporation (“Wright”), each of the direct and indirect Subsidiaries of Parent set forth on the signature pages hereto (individually as a “Borrower”, and collectively with Wright, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
RIDER No. 1 TO COMMERCIAL LEASETornier N.V. • November 9th, 2012 • Orthopedic, prosthetic & surgical appliances & supplies
• The ANIMUS company, limited liability company with capital of 8,000 euros and head office at Chemin Doyen Gosse, 38330 Saint Ismier, whose unique identification number is 403.348.501 in the Grenoble Commercial Register, represented by Mr. Alain Tornier, acting in the capacity of Manager, having full powers for the purposes of this rider,
GUARANTYGuaranty • October 16th, 2015 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This GUARANTY (“Guaranty”) is made effective as of October 1, 2015 by WRIGHT MEDICAL GROUP N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands (“Guarantor”), in favor of [●] (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2015 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
This Employment Agreement (this “Agreement”) is effective as of the 1st day of October, 2015 (the “Effective Date”), by and between Wright Medical Group, Inc., a Delaware corporation (the “Company”), and Robert J. Palmisano (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • June 8th, 2010 • Tornier B.V. • Minnesota
THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into by and between Michael Doty, a resident of Minnesota (“Executive”), and Tornier, Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among TORNIER N.V., OSCAR ACQUISITION CORP., ORTHOHELIX SURGICAL DESIGNS, INC. and THE REPRESENTATIVE Dated August 23, 2012Agreement and Plan of Merger • August 24th, 2012 • Tornier N.V. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated August 23, 2012, by and among TORNIER N.V., a Dutch public company with limited liability (naamloze vennootschap) (“Parent”), OSCAR ACQUISITION CORP., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), ORTHOHELIX SURGICAL DESIGNS, INC., a Delaware corporation (the “Company”), and, solely in its capacity as representative of the Holders pursuant to Article 9 hereof, the Representative. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 below.
