Zimmer Biomet Holdings, Inc. 11,116,533 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • June 16th, 2016 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule VII hereto (the “Underwriters”) 11,116,533 shares of common stock, $0.01 par value (“Common Stock”), of Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), as set forth in Schedule II hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “
Re: Waiver of Sections 1.2(d) and 1.5 of Stockholders AgreementZimmer Biomet Holdings, Inc. • June 16th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain Stockholders Agreement dated as of April 24, 2014, by and among Zimmer Biomet Holdings, Inc. (formerly known as Zimmer Holdings, Inc.), a Delaware corporation (the “Company”), LVB Acquisition Holding, LLC, a Delaware limited liability company (the “Principal Stockholder”), and each of the other Persons whose name appears on the signature pages thereto and any Person who becomes a party pursuant to Section 2.1(b)(i) or Section 2.1(b)(ii) thereof, as amended by Amendment No. 1 to the Stockholders Agreement dated as of March 30, 2015 (the “Stockholders Agreement”). Capitalized terms used but not defined herein are used with the meanings assigned to them in the Stockholders Agreement.
