0001193125-22-100359 Sample Contracts

TAX MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022
Tax Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Tax Matters Agreement (this “Agreement”) is entered into effective as of April 4, 2022, by and between Colfax Corporation, a Delaware corporation (“Colfax”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Colfax (“ESAB”). Colfax and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.

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INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022
Intellectual Property Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.

STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT
Stockholder’s and Registration Rights Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of April 4, 2022 (this “Agreement”), is by and between ESAB Corporation, a Delaware corporation (“ESAB”), and Colfax Corporation (to be renamed Enovis Corporation), a Delaware corporation (“Enovis”).

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022
Separation and Distribution Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of April 4, 2022 (this “Agreement”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation and wholly owned subsidiary of Enovis (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TRANSITION SERVICES AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022
Transition Services Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into effective as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). Enovis and ESAB are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EMPLOYEE MATTERS AGREEMENT by and between COLFAX CORPORATION and ESAB CORPORATION Dated as of April 4, 2022
Employee Matters Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of April 4, 2022, is entered into by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation and a wholly owned subsidiary of Enovis (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be. Capitalized terms used in this Agreement shall have the meanings set forth in Section 1.1.

EBS LICENSE AGREEMENT BY AND BETWEEN COLFAX CORPORATION AND ESAB CORPORATION DATED AS OF APRIL 4, 2022
Ebs License Agreement • April 8th, 2022 • Enovis CORP • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This EBS LICENSE AGREEMENT (this “Agreement”), dated as of April 4, 2022 (the “Effective Date”), by and between Colfax Corporation, a Delaware corporation (“Enovis”), and ESAB Corporation, a Delaware corporation (“ESAB”). “Party” or “Parties” means Enovis or ESAB, individually or collectively, as the case may be.

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