BIOVENTUS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[21] between Bioventus Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
BIOVENTUS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2021Limited Liability Company Agreement • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], 2021, 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 • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021, 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 [●], 2021Tax Receivable Agreement • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2021, is hereby entered into by and among Bioventus Inc., a Delaware corporation (the “Corporation”), Bioventus LLC, a Delaware limited liability company (the “LLC”) and Smith & Nephew, Inc., a Delaware corporation (“S&N”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
STOCKHOLDERS AGREEMENTStockholders Agreement • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [●], 2021 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), 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.
Bioventus Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 4th, 2021 • 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 representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”), 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”.
AMENDMENT NO. 2 TO THE EXCLUSIVE LICENSE, SUPPLY AND DISTRIBUTION AGREEMENTExclusive License, Supply and Distribution Agreement • February 4th, 2021 • Bioventus Inc. • Surgical & medical instruments & apparatus
This Amendment No. 2 to the Exclusive License, Supply and Distribution Agreement (the “Amendment”) is entered into on December 31, 2020 (“Effective Date”) by and between Bioventus LLC, a Delaware limited liability company, with its principal place of business at 4721 Emperor Blvd. Suite 100, Durham NC 27703 (“BIOVENTUS”) and IBSA Institut Biochimique SA (Switzerland), a Swiss organization, with a registered office at Via al Ponte 13, 6900 Massagno – Switzerland (“IBSA”). BIOVENTUS and the IBSA each are referred to herein as a “Party” and collectively, as the “Parties”.
