BIOVENTUS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2021Limited Liability Company Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], 2021, is entered into by and among Bioventus LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Bioventus Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original LLC Owners”).
Bioventus 4721 Emperor Blvd., Suite 100 Durham, NC 27703 USA 1-919-474-6700 1-800-396-4325 www.BioventusGlobal.comEmployment Letter Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
This Employment Letter Agreement (this “Agreement”) is entered into by and between you, Bioventus Inc. (the “Corporation”) and Bioventus LLC (the “Partnership” and, together with the Corporation and any of the affiliates of the Corporation or the Partnership as may employ you from time to time, “Bioventus”). This Agreement is an amendment and restatement of the certain Employment Offer letter dated as of November 18, 2016 by and between you and the Partnership, pursuant to which you are employed as the Chief Commercial Officer of the Partnership (the “Prior Agreement”) and supersedes the Prior Agreement in its entirety, effective as of the date of the consummation of the initial public offering of the Corporation’s common stock (the “Effective Date”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [●], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among (i) Bioventus Inc., a Delaware corporation (the “Company”), (ii) Bioventus LLC, a Delaware limited liability company (“Bioventus LLC”), (iii) the entities listed on Schedule 1 attached hereto (together with their Affiliates, collectively, the “Essex Stockholders”) and (iv) the entities listed on Schedule 2 attached hereto (together with their Affiliates, collectively, the “S+N Stockholders” and, together with the Essex Stockholders, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of February 9, 2021, and effective as of the Effective Date (defined below), is hereby entered into by and among Bioventus LLC, a Delaware limited liability company (“Assignor”), and Bioventus Inc. (“Assignee”).
BIOVENTUS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT IPO AWARDRestricted Stock Unit Agreement • February 10th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
Bioventus, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
