Orthofix International N V Sample Contracts

Orthofix Medical Inc. – ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN (February 25th, 2019)
Orthofix Medical Inc. – TRANSITION AND RETIREMENT AGREEMENT (February 25th, 2019)

This Transition and Retirement Agreement (the “Agreement”) is entered into by and among Orthofix Medical Inc. (the “Company”) and Bradley R. Mason (the “Executive”) (collectively, the “Parties”).

Orthofix Medical Inc. – ORTHOFIX MEDICAL INC. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN, AS AMENDED (February 25th, 2019)
Orthofix Medical Inc. – TRANSITION AND RETIREMENT AGREEMENT (February 25th, 2019)

This Transition and Retirement Agreement (the “Agreement”) is entered into by and among Orthofix Medical Inc. (the “Company”) and Bradley R. Mason (the “Executive”) (collectively, the “Parties”).

Orthofix Medical Inc. – Orthofix Reports Fourth Quarter and Fiscal 2018 Financial Results, CEO Announces Plans to Retire (February 25th, 2019)

LEWISVILLE, Texas — February 25, 2019 — Orthofix Medical Inc. (NASDAQ:OFIX) today reported its financial results for the fourth quarter and fiscal year ended December 31, 2018.  For the fourth quarter of 2018, net sales were $121.1 million, earnings per share from continuing operations was $0.46 and adjusted earnings per share from continuing operations was $0.55.  For fiscal year 2018, net sales were $453.0 million, earnings per share from continuing operations was $0.72 and adjusted earnings per share from continuing operations was $1.79.

Orthofix Medical Inc. – Employee Inducement Restricted Stock Unit Grant Agreement for Beth Stevenson (February 4th, 2019)

This Employee Stock Unit Grant Agreement (the “Agreement”) is made this 1st day of February, 2019 (the “Grant Date”) between Orthofix Medical Inc., a Delaware corporation (the “Company”), and Beth Stevenson (the “Award Recipient”).

Orthofix Medical Inc. – Orthofix Reports Third Quarter 2018 Financial Results (October 29th, 2018)

GAAP net loss from continuing operations was ($1.2) million, or ($0.07) per diluted share, compared to net income of $3.3 million, or $0.18 per diluted share, in the prior year period

Orthofix Medical Inc. – AMENDED AND RESTATED EMPLOYMENT CONTRACT (August 6th, 2018)

This Amended and Restated Employment Contract (this “Agreement”), entered into and effective as of July 31, 2018 (the “Effective Date”), is by and among Orthofix AG, a company organized under the laws of Switzerland (the “Company”), Davide Bianchi, an individual (the “Executive”), born on January 14, 1965, and, solely for purposes of Sections 5.1., 5.2, 6.1(b) and 7.4 hereof, Orthofix International N.V., a company organized under the laws of Curacao and the ultimate parent of the Company (“Parent”).

Orthofix Medical Inc. – FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 31, 2018 among ORTHOFIX HOLDINGS, INC. VICTORY MEDICAL LIMITED and ORTHOFIX INTERNATIONAL B.V. as Borrowers ORTHOFIX MEDICAL INC. (formerly known as Orthofix International N.V.) AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO as Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, N.A., as Administrative Agent BBVA COMPASS SUNTRUST BANK as Syndication Agents BANK OF AMERICA, N.A. BANK OF THE WEST as Documentation Agents DNB CAPITAL LLC as Senior Managing Agent ________________________________________ JPMORGAN CHASE (August 6th, 2018)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2018 (as it may be amended or modified from time to time, this "Agreement"), among ORTHOFIX HOLDINGS, INC., a Delaware corporation ("U.S. Borrower"), VICTORY MEDICAL LIMITED, a company formed under the laws of England and Wales ("Victory"), ORTHOFIX INTERNATIONAL B.V., a company incorporated under the laws of the Netherlands ("Orthofix B.V.") as Borrowers, the other Loan Parties party hereto, the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and Issuing Bank and JPMorgan Chase Bank, N.A. and Compass Bank d/b/a BBVA Compass ("BBVA Compass") as Joint Lead Arrangers and Joint Bookrunners.

Orthofix Medical Inc. – Orthofix Reports Second Quarter 2018 Financial Results (August 6th, 2018)

LEWISVILLE, Texas — August 6, 2018 — Orthofix Medical Inc. (previously Orthofix International N.V.) (NASDAQ:OFIX) today reported its financial results for the second quarter ended June 30, 2018. Net sales were $111.5 million, diluted earnings per share from continuing operations was $0.05 and adjusted earnings per share from continuing operations was $0.42.

Orthofix International N V – ORTHOFIX MEDICAL INC. CERTIFICATE OF INCORPORATION (August 1st, 2018)

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, DE 19808. The registered agent at such address is Corporation Service Company.

Orthofix International N V – ORTHOFIX MEDICAL INC. B Y L A W S (August 1st, 2018)
Orthofix International N V – AMENDMENT NO. 1 TO ORTHOFIX INTERNATIONAL N.V. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN (July 18th, 2018)

WHEREAS, Orthofix International N.V. (the “Company”) has established and maintains the Second Amended and Restated Stock Purchase Plan (the “Plan”); and

Orthofix International N V – ORTHOFIX INTERNATIONAL N.V. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN (July 18th, 2018)
Orthofix International N V – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (May 15th, 2018)

On March 15, 2018, Orthofix International N.V. (the “Company”), through a wholly owned subsidiary (“Subsidiary”), entered into a definitive merger agreement (the “Merger Agreement”) with Spinal Kinetics Inc., a privately held developer and manufacturer of artificial cervical and lumbar discs (“Spinal Kinetics”). A newly formed wholly owned subsidiary of the Company (“Merger Sub”) merged with and into Spinal Kinetics (the “Merger”), with Spinal Kinetics remaining as the surviving corporation and a wholly owned subsidiary of the Company. On April 30, 2018, the Company completed the merger.

Orthofix International N V – Consent of Independent Auditors (May 15th, 2018)
Orthofix International N V – Spinal Kinetics, Inc. And Subsidiaries (May 15th, 2018)

We have audited the accompanying consolidated financial statements of Spinal Kinetics, Inc. and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Orthofix International N V – Restricted Stock Grant Agreement under the Orthofix International N.V. Inducement Plan for Spinal Kinetics Employees (April 30th, 2018)

This Restricted Stock Grant Agreement (the “Agreement”) is made this April 30, 2018 (the “Grant Date”) between Orthofix International N.V., a Curacao company (the “Company”), and the person signing this Agreement adjacent to the caption “Grantee” on the signature page hereof (the “Grantee”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. Inducement Plan for Spinal Kinetics Employees (as it may be amended from time to time, the “Plan”).

Orthofix International N V – Orthofix Reports First Quarter 2018 Financial Results (April 30th, 2018)

LEWISVILLE, Texas — April 30, 2018 — Orthofix International N.V. (NASDAQ:OFIX) today reported its financial results for the first quarter ended March 31, 2018. Net sales were $108.7 million, diluted earnings per share from continuing operations was $0.27 and adjusted earnings per share from continuing operations was $0.39. The Company also closed the acquisition of Spinal Kinetics Inc., a privately held developer and manufacturer of artificial cervical and lumbar discs.

Orthofix International N V – ORTHOFIX INTERNATIONAL N.V. INDUCEMENT PLAN FOR SPINAL KINETICS EMPLOYEES (April 30th, 2018)
Orthofix International N V – Nonqualified Stock Option Agreement under the Orthofix International N.V. Inducement Plan for Spinal Kinetics Employees (April 30th, 2018)

This Nonqualified Stock Option Agreement (the “Agreement”) is made this April 30, 2018 (the “Grant Date”) between Orthofix International N.V., a Curacao company (the “Company”), and the person signing this Agreement adjacent to the caption “Grantee” on the signature page hereof (the “Grantee”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. Inducement Plan for Spinal Kinetics Employees (as it may be amended from time to time, the “Plan”).

Orthofix International N V – FORM OF INDEMNIFICATION AGREEMENT (April 23rd, 2018)

This Indemnification Agreement (this “Agreement”) is dated as of the [    ] day of [    ], 20[    ], [and effective as of immediately following the Effective Time (as defined below)], by and between ORTHOFIX MEDICAL INC., a Delaware corporation, (the “Company”) and [Name] (the “Indemnitee”).

Orthofix International N V – Orthofix Announces Agreement to Acquire Spinal Kinetics (March 15th, 2018)

Transaction to expand Orthofix’s Spine Fixation portfolio with innovative artificial disc designed to restore natural and physiologic motion to the spine.

Orthofix International N V – Orthofix, International N.V. 3451 Plano Parkway Lewisville, TX 75056 USA Tel 214 937 2000 Orthofix.com News Release CONTACT: Mark Quick Denise Landry Investor Relations Media Relations Tel 214 937 2924 Tel 214 937 2529 markquick@orthofix.com deniselandry@orthofix.com (March 13th, 2018)

LEWISVILLE, Texas – March 13, 2018 -- Orthofix International N.V., (NASDAQ:OFIX), a global medical device company focused on musculoskeletal healing products and value-added services, today announced that John Sicard has been named to its Board of Directors. Mr. Sicard's appointment expands the Board to 9 directors, 8 of whom are independent directors.

Orthofix International N V – Orthofix International Reports Fourth Quarter and Fiscal 2017 Financial Results (February 26th, 2018)

LEWISVILLE, Texas — February 26, 2018 — Orthofix International N.V. (NASDAQ:OFIX) today reported its financial results for the fourth quarter and fiscal year ended December 31, 2017.  For the fourth quarter of 2017, net sales were $116.9 million, earnings per share from continuing operations was $0.08 and adjusted earnings per share from continuing operations was $0.52.  For fiscal year 2017, net sales were $433.8 million, earnings per share from continuing operations was $0.39 and adjusted earnings per share from continuing operations was $1.62.

Orthofix International N V – ORTHOFIX INTERNATIONAL N.V. SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN (February 26th, 2018)

The Orthofix International N.V. Amended and Restated Stock Purchase Plan is hereby amended, restated and renamed the “Orthofix International N.V. Second Amended and Restated Stock Purchase Plan,” and adopted by the Company, effective as of the Effective Date.

Orthofix International N V – SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT (February 26th, 2018)

THIS SECOND AMENDMENT AND LIMITED CONSENT TO CREDIT AGREEMENT (the "Amendment and Limited Consent"), dated as of December 8, 2017 (the "Second Amendment and Limited Consent Effective Date"), is among ORTHOFIX HOLDINGS, INC., a Delaware corporation ("U.S. Borrower"), VICTORY MEDICAL LIMITED, a company formed under the laws of England and Wales ("Victory"), ORTHOFIX INTERNATIONAL B.V., a company incorporated under the laws of the Netherlands ("Orthofix B.V." and together with U.S. Borrower and Victory, each a "Borrower" and collectively, the "Borrowers"), the other Loan Parties party hereto, each of the banks or other lending institutions which is a party hereto (individually a "Lender" and collectively the "Lenders") and JPMORGAN CHASE BANK, N.A. individually as a Lender and as Administrative Agent, Swingline Lender and Issuing Bank and JPMORGAN CHASE BANK, N.A. and BBVA COMPASS as Joint Lead Arrangers and Joint Bookrunners.

Orthofix International N V – AMENDMENT NO. 6 TO MATRIX COMMERCIALIZATION COLLABORATION AGREEMENT (February 26th, 2018)

THIS AMENDMENT NO. 6 TO MATRIX COMMERCIALIZATION COLLABORATION AGREEMENT (this “Amendment No. 6”) is dated as of December 29, 2017 (the “Amendment No. 6 Effective Date”) by and between Musculoskeletal Transplant Foundation, Inc., a non-profit corporation formed under the laws of the District of Columbia, and having a principal place of business at 125 May Street, Suite 300, Edison, New Jersey 08837 (“MTF”), and Orthofix Holdings, Inc., a corporation organized under the laws of the State of Delaware, and having a principal place of business at 3451 Plano Parkway, Lewisville, Texas 75056 (“Orthofix”) (each individually a “Party” and collectively the “Parties”).

Orthofix International N V – Orthofix International Reports Third Quarter 2017 Financial Results (October 30th, 2017)

LEWISVILLE, Texas — October 30, 2017 — Orthofix International N.V. (NASDAQ:OFIX) today reported its financial results for the third quarter ended September 30, 2017.  Net sales were $105.2 million, diluted earnings per share from continuing operations was $0.18 and adjusted earnings per share from continuing operations was $0.42.

Orthofix International N V – ORTHOFIX INTERNATIONAL N.V. 2012 LONG-TERM INCENTIVE PLAN (August 7th, 2017)

This Agreement evidences an award of Deferred Stock Units in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and the Plan.

Orthofix International N V – Orthofix International Reports Second Quarter 2017 Financial Results (August 7th, 2017)

LEWISVILLE, Texas — August 7, 2017 — Orthofix International N.V. (NASDAQ:OFIX) today reported its financial results for the second quarter ended June 30, 2017.  Net sales were $108.9 million, diluted earnings per share from continuing operations was $0.26 and adjusted earnings per share from continuing operations was $0.42.

Orthofix International N V – Orthofix International Reports First Quarter 2017 Financial Results (May 4th, 2017)

LEWISVILLE, Texas — May 4, 2017 — Orthofix International N.V. (NASDAQ:OFIX) today reported its financial results for the first quarter ended March 31, 2017.  Net sales were $102.7 million, loss per share from continuing operations was ($0.13) and adjusted earnings per share from continuing operations was $0.27.

Orthofix International N V – CHANGE IN CONTROL AND SEVERANCE AGREEMENT (February 27th, 2017)

This AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2016 (the “Effective Date”), by and between Orthofix International N.V., a company organized under the laws of Curaçao (together with its direct and indirect subsidiaries, the “Company”), and Bradley R. Mason (the “Executive”).

Orthofix International N V – CHANGE IN CONTROL AND SEVERANCE AGREEMENT (February 27th, 2017)

This AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2016 (the “Effective Date”), by and between Orthofix International N.V., a company organized under the laws of Curaçao (together with its direct and indirect subsidiaries, the “Company”), and Raymond Fujikawa (the “Executive”).

Orthofix International N V – CHANGE IN CONTROL AND SEVERANCE AGREEMENT (February 27th, 2017)

This AGREEMENT (the “Agreement”) is made and entered into as of November 1, 2016 (the “Effective Date”), by and between Orthofix International N.V., a company organized under the laws of Curaçao (together with its direct and indirect subsidiaries, the “Company”), and Douglas C. Rice (the “Executive”).