RIGHTS AGREEMENT between BIOMET, INC. and LAKE CITY BANK, as Rights Agent Dated as of December 16, 1999Rights Agreement • January 5th, 2000 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
Exhibit 4.5 ESCROW AGREEMENT This Escrow Agreement ("Agreement") dated as of December 15th, 1999 is by and among Biomet, Inc., an Indiana corporation ("Biomet"); Palm Acquisition Corp., an Indiana corporation ("Acquisition"); Implant Innovations...Escrow Agreement • January 19th, 2000 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement dated as of December 15, 1999, is by and among Biomet, Inc., an Indiana corporation (the "Company") and the investors named on the signature pages hereof (collectively, the...Registration Rights Agreement • January 19th, 2000 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 4.4 AFFILIATE AGREEMENT This Affiliate Agreement, dated as of December 15, 1999 (this "Agreement"), is by and among Biomet, Inc., an Indiana corporation ("Biomet"), and the undersigned stockholders (singly, a "Stockholder" and collectively,...Affiliate Agreement • January 19th, 2000 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2014 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of this 1st day of April, 2014 (the “Effective Date”), is made by and between Biomet, Inc., an Indiana corporation (the “Company”), and Daniel E. Williamson (the “Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
THIS AGREEMENT, dated as of September 20, 2006, is made by and between Biomet, Inc., an Indiana corporation (the “Company”), and Steven F. Schiess (the “Executive”).
LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT FOR SENIOR EXECUTIVESManagement Stockholders’ Agreement • August 12th, 2011 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
EXHIBIT 4.2 AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into as of September 2, 2002, by and between Biomet, Inc., an Indiana corporation (the "Company") and...Common Shares Rights Agreement • October 15th, 2002 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
CREDIT AGREEMENT Dated as of June 18, 2004 among BIOMET, INC. and CERTAIN SUBSIDIARIES as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, ABN AMRO BANK N.V., FORTIS...Credit Agreement • June 18th, 2004 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 18, 2004, among BIOMET, INC., an Indiana corporation (the “Company”), certain Material Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent and ABN AMRO BANK N.V., FORTIS CAPITAL CORP. and KEYBANK NATIONAL ASSOCIATION, as Documentation Agents.
AGREEMENT AND PLAN OF MERGER among BIOMET, INC., LVB ACQUISITION, LLC and LVB ACQUISITION MERGER SUB, INC. Dated as of December 18, 2006Agreement and Plan of Merger • December 18th, 2006 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 18, 2006, among Biomet, Inc., an Indiana corporation (the “Company”), LVB Acquisition, LLC, a Delaware limited liability company (“Parent”), and LVB Acquisition Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Company and Merger Sub are sometimes hereinafter collectively referred to as the “Constituent Corporations”.
SEPARATION AND RETIREMENT AGREEMENTSeparation and Retirement Agreement • June 6th, 2007 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
THIS RETIREMENT AGREEMENT (this “Agreement”) is made as of June 6, 2007 by and between BIOMET, INC., an Indiana corporation (“Company”), and Charles E. Niemier (“Executive”).
AGREEMENT AND PLAN OF MERGER among BIOMET, INC., LAKER ACQUISITION CORP. I and INTERPORE INTERNATIONAL, INC. Dated as of March 7, 2004Agreement and Plan of Merger • March 17th, 2004 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of March 7, 2004, among Interpore International, Inc., a Delaware corporation (the “Company”), Biomet, Inc., an Indiana corporation (“Parent”), and Laker Acquisition Corp. I, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
RETIREMENT AND CONSULTING AGREEMENTRetirement and Consulting Agreement • April 23rd, 2007 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
THIS RETIREMENT AND CONSULTING AGREEMENT (this “Agreement”) is made as of March 30, 2007 by and between BIOMET, INC., an Indiana corporation (“Company”), and Daniel P. Hann (“Executive”).
ContractBiomet Inc • August 29th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
ASSET PURCHASE AGREEMENT between DEPUY ORTHOPAEDICS, INC., and BIOMET, INC. Dated as of April 2, 2012Asset Purchase Agreement • April 6th, 2012 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ASSET PURCHASE AGREEMENT dated as of April 2, 2012 (this “Agreement”), between DEPUY ORTHOPAEDICS, INC., an Indiana corporation (“Seller”), and BIOMET, INC., an Indiana corporation (“Buyer”).
AGREEMENT AND PLAN OF MERGER by and among Biomet, Inc., EBI Holdings, LLC, LNX Acquisition, Inc., Lanx, Inc. and the other parties listed on the signature pages hereto October 5, 2013Confidentiality and Inventions Assignment Agreement • October 8th, 2013 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 5, 2013, by and among Biomet, Inc., an Indiana corporation (“Biomet”), EBI Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Biomet (“Parent”), LNX Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Lanx, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, as the Securities Holders Representative (as defined below). Each of the parties named above may be referred to as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 1.1.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Daniel P. Florin (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Change in Control Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Steven F. Schiess (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Change in Control Agreement (defined below), unless otherwise defined herein.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Jeffrey R. Binder (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Change in Control Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Roger P. Van Broeck (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Change in Control Agreement (defined below), unless otherwise defined herein.
June 13, 2007 Dear Biomet Shareholder:Biomet Inc • June 13th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies
We are pleased to inform you that on June 7, 2007, Biomet, Inc. (“Biomet”) entered into an amended and restated Agreement and Plan of Merger (the “Merger Agreement”) with LVB Acquisition, LLC (“LVB”) and LVB Acquisition Merger Sub, Inc. (“Purchaser”), a wholly-owned subsidiary of LVB. LVB is owned by a consortium of private equity funds, which includes affiliates of The Blackstone Group L.P., Goldman Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., and TPG Capital, L.P.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2011 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 30, 2010, is made by and between Biomet, Inc., an Indiana corporation (the “Company”), and Renaat Vermeulen (the “Executive”).
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • February 15th, 2011 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (“Agreement”), made as of the day of , 2011 between LVB Acquisition, Inc. (the “Company”) and (the “Participant”).
Separation and Release AgreementSeparation and Release Agreement • August 25th, 2006 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
This Separation and Release agreement ("Agreement") will serve as formal confirmation of your resignation from employment as Vice President, Biomet, Inc. and President, EBI, L.P. (collectively "Biomet") and any positions you may hold with any Affiliates (as defined below) of Biomet effective at close of business on Friday, July 14, 2006 (the "Effective Date").
LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • August 28th, 2008 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
EMPLOYMENT CONTRACT FOR AN INDEFINITE TERM THE UNDERSIGNED:Biomet Inc • August 12th, 2011 • Orthopedic, prosthetic & surgical appliances & supplies
STOCKHOLDERS AGREEMENTStockholders Agreement • April 7th, 2014 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
WHEREAS, on the date hereof, pursuant to subscription agreements, dated as of the date hereof, between the DMT and the Company on the one hand, and between the MLMT and the Company on the other hand (the “Subscription Agreements”), the Company issued to the Stockholders shares of common stock of the Company, par value $0.01 per share (“Common Stock”);
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Roger P. Van Broeck (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
INDEMNIFICATION PRIORITY AGREEMENTIndemnification Priority Agreement • January 14th, 2010 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This INDEMNIFICATION PRIORITY AGREEMENT, dated as of January 11, 2010 (this “Agreement”), is among The Blackstone Group, L.P. a Delaware limited partnership (“Blackstone”), The Goldman Sachs Group, Inc., a Delaware corporation (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”), TPG Capital, L.P. a Delaware limited partnership (“TPG” and, together with Blackstone, Goldman Sachs and KKR, the “Sponsors”), LVB Acquisition, Inc., a Delaware corporation (“Parent”), and Biomet, Inc., an Indiana corporation (the “Company”).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 17th, 2004 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of March 7, 2004 (this “Agreement”), by and between Biomet, Inc., an Indiana corporation (“Parent”), and (“Stockholder”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, Laker Acquisition Corp. I, a Delaware corporation (“Merger Sub”), and Interpore International, Inc., a Delaware corporation (the “Company”).
INTERPORE CROSS INTERNATIONAL NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 16th, 2004 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT is made by and between Interpore International, Inc., a Delaware corporation (the “Company”), and the consultant of the Company or Subsidiary of the Company whose name and signature appears on the Signature Page hereof (the “Optionee”) as of the date thereon:
EQUITY PARTICIPANT BONUS AGREEMENTEquity Participant Bonus Agreement • October 14th, 2014 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Equity Participant Bonus Agreement is entered into by and between Biomet, Inc. (“Biomet”) and Recipient Name Inserted (the “Employee”).
BIOMET, INC. SEPARATION AGREEMENTSeparation Agreement • August 29th, 2013 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This Separation Agreement (the “Agreement”) is made as of October 29, 2012, by and among Margaret Anderson (the “Executive”), Biomet, Inc. (the “Company”) and LVB Acquisition, Inc., a Delaware corporation (the “Parent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2009 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Employment Agreement (the “Amendment”) is made this 31st day of December 2008 between BIOMET, INC., an Indiana corporation (“Biomet”), and Jon Serbousek (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
First Amendment to Employment AgreementEmployment Agreement • August 12th, 2011 • Biomet Inc • Orthopedic, prosthetic & surgical appliances & supplies
This first amendment (“First Amendment”) to that certain March 1, 2007 employment agreement by and between Biomet Europe BV and Renaat Vermeulen (“Vermeulen”) (“Agreement”) is entered into effective as of July 12, 2010 by and between Biomet Europe BV and Vermeulen.
