Common use of Representations; Acknowledgements Clause in Contracts

Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby represent and warrant to Newco and Biomet that: (i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered the Rollover Shares, to perform your obligations under this Agreement and to consummate the transactions contemplated hereby; (ii) none of (A) you, (B) your spouse, child or other family member, (C) any member of your household, (D) any person who is financially dependent on you or (E) any other holder of any Biomet security that you could be deemed to beneficially own for purposes of the Securities Exchange Act of 1934, as amended (i.e., because you benefit or have the opportunity to benefit from the holder’s ownership of the security or because you exercise some influence over the purchase, sale or voting of the security) has (x) tendered in the Offer (as defined in the Merger Agreement) any Biomet security or (y) directed any trustee to tender in the Offer any Biomet security that is held in trust for the benefit of any person listed in clauses (A) through (E) of this paragraph (ii) (including but not limited to any security held through a 401(k) plan); (iii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding effect and enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally; (iv) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the Securities Act of 1933, as amended (the “Securities Act”), as may be amended from time to time, or any applicable United States federal or state securities laws or regulations; (v) you possess expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transaction in which Biomet and Newco propose to engage in particular; (vi) you have had access to all of the information and individuals with respect to the Shares and your investment that you deem necessary to make a complete evaluation thereof; (vii) you have had an opportunity to consult an independent tax and legal advisor and your decision to acquire the Shares for investment has been based solely upon your evaluation; (viii) you are aware that the Internal Revenue Service or other relevant taxing authority may take a position regarding the rollover contemplated in this Agreement and/or the tax classification of Newco and the Shares contrary to that intended by Newco as provided in this Agreement and you shall be solely responsible for any and all tax or other liabilities that may result from the IRS’s or other relevant taxing authority’s position; and (ix) you are aware that the Stockholders’ Agreement provides significant restrictions on your ability to dispose of the Shares. You further represent and warrant to Newco and Biomet that you ¨ are ¨ are not an “accredited investor” as defined in Rule 501(a) under the Securities Act because you are either: a. A person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000; OR b. A person whose income exceeded $200,000 in each of the two most recent years, or joint income with your spouse exceeded $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year.

Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby represent and warrant to Newco LVB and Biomet that: (i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered the Rollover SharesAgreement, to perform your obligations under this Agreement and to consummate the transactions contemplated hereby; (ii) none of (A) you, (B) your spouse, child or other family member, (C) any member of your household, (D) any person who is financially dependent on you or (E) any other holder of any Biomet security that you could be deemed to beneficially own for purposes of the Securities Exchange Act of 1934, as amended (i.e., because you benefit or have the opportunity to benefit from the holder’s ownership of the security or because you exercise some influence over the purchase, sale or voting of the security) has (x) tendered in the Offer (as defined in the Merger Agreement) any Biomet security or (y) directed any trustee to tender in the Offer any Biomet security that is held in trust for the benefit of any person listed in clauses (A) through (E) of this paragraph (ii) (including but not limited to any security held through a 401(k) plan); (iii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding effect and enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally; (iviii) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the Securities Act of 1933, as amended (the “Securities Act”), as may be amended from time to time, or any applicable United States federal or state securities laws or regulations; (viv) you possess expertise, knowledge, and sophistication in financial and business matters generally, and in the type of transaction in which Biomet and Newco LVB propose to engage in particular; (viv) you have had access to all of the information and individuals with respect to the Shares and your investment that you deem necessary to make a complete evaluation thereof; (viivi) you have had an opportunity to consult an independent tax and legal advisor and your decision to acquire the Shares for investment has been based solely upon your evaluation; (viiivii) you are aware that the Internal Revenue Service or other relevant taxing authority may take a position regarding the rollover contemplated in this Agreement and/or the tax classification of Newco and the Shares contrary to that intended by Newco as provided in this Agreement and you shall be solely responsible for any and all tax or other liabilities that may result from your purchase and/or ownership of the IRS’s or other relevant taxing authority’s positionShares; and (ixviii) you are aware that the Stockholders’ Agreement provides significant restrictions on your ability to dispose of the Shares. You further represent and warrant to Newco LVB and Biomet that you ¨ are ¨ are not an “accredited investor” as defined in Rule 501(a) under the Securities Act because you are either: a. A person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000; OR b. A person whose income exceeded $200,000 in each of the two most recent years, or joint income with your spouse exceeded $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in this year.