REGISTRATION RIGHTS AGREEMENT Dated as of August 8, 2012 among BIOMET, INC., as Issuer, THE GUARANTORS LISTED ON SCHEDULE I HERETO and GOLDMAN, SACHS & CO. BARCLAYS CAPITAL INC. J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH...Registration Rights Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (this “Agreement”) is dated as of August 8, 2012 by and among BIOMET, INC., an Indiana corporation (the “Issuer”), the guarantors listed on Schedule I hereto (the “Guarantors”), and GOLDMAN, SACHS & CO., BARCLAYS CAPITAL INC., J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, HSBC SECURITIES (USA) INC., ING FINANCIAL MARKETS LLC, NATIXIS SECURITIES AMERICAS LLC, RBC CAPITAL MARKETS, LLC, SMBC NIKKO CAPITAL MARKETS LIMITED and UBS SECURITIES LLC (the “Initial Purchasers”), as the initial purchasers under the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Indiana
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 2, 2008 (the “Effective Date”), is made by and between Biomet, Inc., an Indiana corporation (the “Company”), and Robin T. Barney (the “Executive”).
ContractGlobal Note • August 20th, 2012 • LVB Acquisition, Inc. • 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
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Management Services Agreement (the “Agreement”) is entered into as of September 25, 2007, by and among LVB Acquisition Merger Sub, Inc., an Indiana corporation (“Merger Sub”), LVB Acquisition Holding, LLC, a Delaware limited liability company (“Holding”), LVB Acquisition, Inc., a Delaware corporation (“Parent”, and together with Merger Sub, Holding and their respective successors, the “Companies”), Blackstone Management Partners V L.L.C. (“Blackstone”), Goldman, Sachs & Co. (“Goldman Sachs”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and TPG Capital, L.P. (“TPG”, together with Blackstone, Goldman Sachs and KKR, the “Managers”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2012 • LVB Acquisition, 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 Bradley J. Tandy (“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 20th, 2012 • LVB Acquisition, 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 Robin T. Barney (“Executive”). All capitalized terms used herein shall have the meanings ascribed to them in the Employment Agreement (defined below), unless otherwise defined herein.
September 6, 2011 VIA HAND DELIVERY Dane A. Miller, Ph.D.Consulting Agreement • August 20th, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
