Supplemental Indenture (this Supplemental Indenture), dated as of November 11, 2020, among (i) Wright Medical Group, Inc., a Delaware corporation (the Company); (ii) Wright Medical Group N.V., a Dutch public limited company (naamloze vennootschap) (the Guarantor); (iii) Wright Luxembourg S.A., a Luxembourg société anonyme (Wright Luxembourg) and a wholly owned subsidiary of the Company; (iv) Wright Medical Ltd., a Bermuda exempted company (Wright Bermuda) and a wholly owned subsidiary of Wright Luxembourg; and (v) The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of June 28, 2018, providing for the issuance of the Companys 1.625% Cash Exchangeable Senior Notes due 2023 (the Indenture);
WHEREAS, pursuant to that certain Purchase Agreement, dated as of November 4, 2019, by and among Stryker Corporation, a Michigan corporation (Parent), Stryker B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and direct or indirect wholly owned subsidiary of Parent (Buyer), and the Guarantor (the Purchase Agreement), Buyer commenced a tender offer (the Offer) for all of the issued and outstanding Ordinary Shares for $30.75 per share, in cash, without interest and less applicable withholding taxes (the Offer Consideration), and the Ordinary Shares validly tendered (and not withdrawn) pursuant to the Offer were accepted for payment by Buyer on November 11, 2020;
WHEREAS, pursuant to the Purchase Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of November 10, 2020, by and among Parent, Buyer, the Company, Wright Luxembourg, Wright Bermuda and Stryker Unite, LTD a Bermuda exempted company (Merger Sub) and a wholly owned subsidiary of Buyer (the Merger Agreement);
WHEREAS, pursuant to the Merger Agreement, the Guarantor, Wright Luxembourg and Wright Bermuda shall effect a series of mergers whereby (i) the Guarantor shall be merged with and into Wright Luxembourg (the First-Step Merger), with Wright Luxembourg being the surviving company of the First Step Merger and each Ordinary Share outstanding immediately prior to the consummation of the First Step Merger being exchanged into one (1) duly authorized, validly issued, fully paid ordinary share, par value 0.03 per share, of Wright Luxembourg (the Wright Luxembourg Shares), (ii) thereafter, Wright Luxembourg shall be merged with and into Wright Bermuda (the Second Step Merger), with Wright Bermuda being the surviving company of the Second Step Merger and each Wright Luxembourg Share outstanding immediately prior to the consummation of the Second Step Merger being converted automatically into one (1) duly authorized, validly issued, fully paid and non-assessable common share, par value $0.01 per share, of Wright Bermuda (Wright Bermuda Shares), and (iii) thereafter, at the Final Effective Time (as such term is defined in the Merger Agreement), Merger Sub shall be merged with and into Wright Bermuda (the Third Step Merger and, together with the First Step Merger and the Second Step Merger, the Mergers), with Wright Bermuda being the surviving company of the Third Step Merger and each Wright Bermuda Share outstanding as of immediately prior to the Final Effective Time being converted automatically into the right to receive the Offer Consideration.
WHEREAS, pursuant to the Merger Agreement, the Final Effective Time shall occur at 7:30 a.m. New York City Time on November 11, 2020;
WHEREAS, in connection with the foregoing, Sections 14.07 and 11.01 of the Indenture provides that the Company, the Guarantor, Wright Luxembourg, Wright Bermuda and the Trustee shall execute a supplemental indenture providing that, from and after the Final Effective Time, (i) the