0001193125-22-061356 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Separation and Distribution Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022
Stockholder and Registration Rights Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2022 (this “Agreement”), is by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Intellectual Property Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMVIE INC. and ZIMMER, INC.
Manufacturing Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between ZimVie Inc., a Delaware corporation (“Producer”), and Zimmer, Inc., a Delaware corporation (“Purchaser”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022
Employee Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is by and between Zimmer Biomet Holdings, Inc. (“Parent”) and Zimmer Biomet Spine, Inc. (“SpinCo”) (each a “Party” and together, the “Parties”), and shall be effective upon the date executed by the Parties.

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Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC.
Transitional Trademark License Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto, this “Agreement”), is made effective as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”), and ZimVie Inc., a Delaware corporation (“SpinCo”). Each of Parent and SpinCo may individually be referred to in this Agreement as a “Party” and collectively as the “Parties.”

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Transition Services Agreement (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“SpinCo”). Parent and SpinCo are each referred to in this Agreement as a “Party,” and together as the “Parties.”

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TAX MATTERS AGREEMENT DATED AS OF MARCH 1, 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC.
Tax Matters Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 1, 2022, by and between Zimmer Biomet Holdings, Inc., a Delaware corporation (“Parent”) and ZimVie Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMMER, INC. and ZIMVIE INC.
Manufacturing Agreements • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (including, except as the context otherwise requires, the Quality Agreement, this “Agreement”), dated as of March 1, 2022 (the “Effective Date”), is by and between Zimmer, Inc., a Delaware corporation (“Producer”), and ZimVie Inc., a Delaware corporation (“Purchaser”).

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Contract
364-Day Revolving Credit Agreement • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WAIVER dated as of February 25, 2022 (this “Waiver”), to the 364-DAY REVOLVING CREDIT AGREEMENT dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

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Contract
Waiver • March 1st, 2022 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

WAIVER dated as of February 25, 2022 (this “Waiver”), to the FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ZIMMER BIOMET HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

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