ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of February 9, 2021, 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).
R E C I T A L S:
WHEREAS, Assignor currently sponsors the Bioventus Stock Plan (previously known as the Bioventus LLC Phantom Profits Interests Plan), as amended and restated (the Plan);
WHEREAS, Assignor desires to assign all of its rights, privileges, title, interests, liabilities and obligations under the Plan and all awards thereunder to Assignee; and
WHEREAS, Assignee wishes to accept the assignment of such rights, privileges, title and interests and to assume such liabilities and obligations.
NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignment. Effective as of the date Assignees registration statement on Form S-1 is declared effective (the Effective Date), Assignor hereby assigns, conveys and transfers to Assignee all of its present and future rights, title and interests in, to and under the Plan and all awards thereunder. If Assignees registration statement on Form S-1 is not declared effective, this Agreement shall be void ab initio.
2. Assumption. Effective as of the Effective Date, (a) Assignee hereby accepts the assignment set forth in Section 1 hereto and assumes any and all liabilities and obligations of Assignor arising under the Plan and all awards thereunder and (b) the Plan shall be maintained by Assignee for the benefit of Employees (as defined in the Plan) and Employees shall remain the sole persons eligible to participate in the Plan. Following such assumption (a) Company shall mean Bioventus Inc., (b) Board shall mean the Board of Directors of Bioventus Inc., and (c) Administrator shall mean the Board of Directors of Bioventus Inc., and the Plan shall be interpreted accordingly.
3. Further Actions. Each party hereto covenants and agrees to make, execute, acknowledge and deliver such further documents and instruments and to use its reasonable efforts to take such other action as may be reasonably requested by any party hereto to more effectively consummate or perfect the assignments and assumptions contemplated by this Agreement.
(a) This Assignment shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state or any other jurisdiction.