AGREEMENT AND PLAN OF MERGER by and among BIOMIMETIC THERAPEUTICS, INC., WRIGHT MEDICAL GROUP, INC., ACHILLES MERGER SUBSIDIARY, INC. AND ACHILLES ACQUISITION SUBSIDIARY, LLC Dated as of November 19, 2012Merger Agreement • November 19th, 2012 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 19, 2012 by and among BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”), Wright Medical Group, Inc., a Delaware corporation (“Parent”), Achilles Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and Achilles Acquisition Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Sister Subsidiary”).
CONTINGENT VALUE RIGHTS AGREEMENT by and between WRIGHT MEDICAL GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ — ]Contingent Value Rights Agreement • November 19th, 2012 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (this “CVR Agreement”), by and between Wright Medical Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs” and, each individually, a “Security” or a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
FORM OF VOTING AGREEMENTVoting Agreement • November 19th, 2012 • Wright Medical Group Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2012 by and between Wright Medical Group, Inc., a Delaware corporation (“Parent”), and the undersigned Stockholder (the “Stockholder”) of BioMimetic Therapeutics, Inc., a Delaware corporation (the “Company”).
