FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and between Bioventus Inc. (the “Company”) and [ ] (“Indemnitee”).
BIOVENTUS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2016Limited Liability Company Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], 2016, 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 • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2016, 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”).
TAX RECEIVABLE AGREEMENT by and among BIOVENTUS INC. BIOVENTUS LLC and the MEMBERS (as defined herein) Dated as of [●], 2016Tax Receivable Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2016, is hereby entered into by and among Bioventus Inc., a Delaware corporation (the “Corporation”), Bioventus LLC, a Delaware limited liability company (the “LLC”), Smith & Nephew, Inc., a Delaware corporation (“S&N”) and Anthony Bihl (“Mr. Bihl”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
BIOVENTUS INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
Bioventus Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and the Stock Option 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 this Grant Notice and the Option Agreement.
FIRST LIEN CREDIT AGREEMENT among BIOVENTUS LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, HSBC BANK USA, NATIONAL ASSOCIATION, CITIZENS BANK, N.A. and BBVA COMPASS, as Co-Syndication Agents and JPMORGAN CHASE BANK, N.A., as...First Lien Credit Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of October 10, 2014, among BIOVENTUS LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
AMENDMENT NO. 1 TO THE SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of October 10, 2014, among BIOVENTUS LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CITIZENS BANK, N.A., as administrative agent.
BIOVENTUS INC. DIRECTOR RESTRICTED STOCK UNIT AWARD GRANT NOTICERestricted Stock Unit Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
Bioventus Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are 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.
Suite 100 Durham, NC 27703Employment Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Vice President – Strategic Planning & Business Development, and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Chief Executive Officer, Mark Augusti and you will be based at the headquarters of Bioventus currently located in Durham, NC.
Re: Employment OfferEmployment Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Financial Officer, and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Chief Executive Officer, Mark Augusti, and you will be based at the headquarters of Bioventus currently located in Durham, NC.
Re: Employment OfferEmployment Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • North Carolina
You will be employed in the role of Chief Executive Officer and you shall perform the duties of this role as are customary and as may be required by Bioventus. You will report to the Board of Managers of the company, and you will be based at the headquarters of Bioventus currently located in Durham, NC.
BIOVENTUS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of May 4, 2012 among SMITH & NEPHEW, INC., BELUGA I, INC., BELUGA II, INC., BELUGA III, INC., BELUGA IV, INC., BELUGA V, INC., BELUGA VI, INC., BELUGA VII, INC., BELUGA...Limited Liability Company Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Bioventus LLC (the “Company”) is dated as of May 4, 2012 among the Company, Smith & Nephew, Inc., a Delaware corporation (“S&N”), Beluga I, Inc., a Delaware corporation (“Beluga I”), Beluga II, Inc., a Delaware corporation (“Beluga II”), Beluga III, Inc., a Delaware corporation (“Beluga III”), Beluga IV, Inc., a Delaware corporation (“Beluga IV”), Beluga V, Inc., a Delaware corporation (“Beluga V”), Beluga VI, Inc., a Delaware corporation (“Beluga VI”), Beluga VII, Inc., a Delaware corporation (“Beluga VII”), Beluga VII-A, Inc., a Delaware corporation (“Beluga VII-A”), Beluga VIII, Inc., a Delaware corporation (“Beluga VIII”), Mark A. Augusti and each other Member listed on the signature pages hereto from time to time.
BIOVENTUS LLC MANAGEMENT INCENTIVE PLAN AWARD AGREEMENTProfits Interest Award Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Management Incentive Plan Award Agreement (this “Award Agreement”), dated as of December 2, 2013 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Anthony P. Bihl III (the “Grantee”).
BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTPhantom Award Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of January 1, 2016 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to William Hawkins (the “Grantee”).
Bioventus Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
Bioventus Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [•] shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTPhantom Profits Interests Plan Award Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of June 1, 2015 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to (the “Grantee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of July [ ], 2016, 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”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENT BY AND BETWEEN BIOVENTUS LLC AND SEIKAGAKU CORPORATION DATED AS OF JUNE 30, 2016Distribution Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This Amended and Restated Distribution Agreement (the “Agreement”), dated as of June 30, 2016 (the “Effective Date”), by and between BIOVENTUS LLC, a Delaware limited liability company having its principal place of business at 4721 Emperor Boulevard, Durham, NC 27703 (“Distributor”) and SEIKAGAKU CORPORATION, a Japanese corporation having its principal place of business at Marunouchi Center Building, 6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“Company”) amends and restates, in its entirety, the Amended and Restated Exclusive Distribution Agreement (the “A&R Exclusive Distribution Agreement”), in effect as of May 4, 2012, by and between Distributor and Company. Distributor and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PHANTOM AWARD (EXECUTIVE) /TERMINATION BIOVENTUS LLC PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENTPhantom Award Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of April 21, 2016 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to [ ] (the “Grantee”).
STOCKHOLDERS AGREEMENTStockholders Agreement • July 19th, 2016 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDERS AGREEMENT, dated and effective as of the Effective Date, 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.
