Assignment and Assumption Agreement dated March 29, 2024, between Zimmer Biomet Spine, LLC and ZimVie Inc
Assignment and Assumption Agreement
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated March 29 2024 (the “Effective Date”), is by and between Zimmer Biomet Spine, LLC (“ZBS”), and ZimVie Inc. (“ZimVie”).
WHEREAS, ZimVie has entered into an agreement to sell its Spine and Bone Healing divisions to an affiliate of HIG Capital;
WHEREAS, the following executives have each signed and executed a Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Restrictive Covenant Agreements”) with ZBS, the forms of which are on file with the U.S. Securities and Exchange Commission (“SEC”): Vafa Jamali, Richard Heppenstall, Indraneel Kanaglekar, Heather Kidwell, Stephen Rondeau, and Ann Vu (collectively, the “Executives”).
WHEREAS, pursuant to the Restrictive Covenant Agreements, the Executives are bound by certain restrictive covenants that may be enforced by ZBS and its affiliates, successors and assigns;
WHEREAS, in accordance with paragraph 16 of the Restrictive Covenant Agreements, ZBS hereby assigns its rights and benefits under the Restrictive Covenant Agreements to ZimVie.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of March 29, 2024.
| Zimmer Biomet Spine, LLC
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| By: /s/ Heather Kidwell Heather Kidwell SVP, Chief Legal, Compliance, and HR Officer
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| ZimVie Inc |
| By: /s/ Heather Kidwell Heather Kidwell SVP, Chief Legal, Compliance, and HR Officer |