Wright Medical Group N.V. (Form: 10-Q, Received: 08/09/2018 06:11:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2018



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from		to

Commission file number: 001-35065

WRIGHT MEDICAL GROUP N.V.

(Exact name of registrant as specified in its charter)



The Netherlands		98-0509600
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands (Address of principal executive offices)		None (Zip Code)

(+31) 20 521 4777

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company" and "emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of August 3, 2018 , there were 106,533,200 ordinary shares outstanding.

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WRIGHT MEDICAL GROUP N.V.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 1, 2018

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	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited).	5
Condensed Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017	5
Condensed Consolidated Statements of Operations for the Three and Six Months ended July 1, 2018 and June 25, 2017	6
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months ended July 1, 2018 and June 25, 2017	7
Condensed Consolidated Statements of Cash Flows for the Six Months ended July 1, 2018 and June 25, 2017	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	43
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	57
Item 4. Controls and Procedures.	60

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.	61
Item 1A. Risk Factors.	65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	68
Item 3. Defaults Upon Senior Securities.	68
Item 4. Mine Safety Disclosures.	68
Item 5. Other Information.	69
Item 6. Exhibits.	69

SIGNATURES	71

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and that are subject to the safe harbor created by those sections. These statements reflect management's current knowledge, assumptions, beliefs, estimates, and expectations and express management's current view of future performance, results, and trends. Forward looking statements may be identified by their use of terms such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. The reader should not place undue reliance on forward-looking statements. Such statements are made as of the date of this report, and we undertake no obligation to update such statements after this date. Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements are discussed in our filings with the U.S. Securities and Exchange Commission (SEC) (including our most recent Annual Report on Form 10-K, which was filed with the SEC on February 27, 2018 ). By way of example and without implied limitation, such risks and uncertainties include:


•	inability to achieve or sustain profitability;


•	failure to realize the anticipated benefits from previous acquisitions and dispositions;


•	failure to obtain anticipated commercial sales of our AUGMENT ^® Bone Graft products in the United States;


•	failure to realize the anticipated benefits of the 2017 additions to our direct U.S. lower extremities and biologics sales force;


•	liability for product liability claims on hip/knee (OrthoRecon) products sold by Wright Medical Technology, Inc. (WMT) prior to the divestiture of the OrthoRecon business;


•	risks and uncertainties associated with our metal-on-metal master settlement agreements and the settlement agreements with certain of our insurance companies, including without limitation, the resolution of the remaining unresolved claims, the effect of the broad release of certain insurance coverage for present and future claims, and the resolution of WMT’s dispute with the remaining carriers;


•	adverse outcomes in existing product liability litigation;


•	copycat claims against our modular hip systems resulting from a competitor’s recall of its modular hip product;


•	the ability of a creditor of any one particular entity within our corporate structure to reach the assets of the other entities within our corporate structure not liable for the underlying claims of the one particular entity, despite our corporate structure which is intended to ring-fence liabilities;


•	new product liability claims;


•	pending and future other litigation, which could have an adverse effect on our business, financial condition, or operating results;


•	challenges to our intellectual property rights or inability to defend our products against the intellectual property rights of others;


•	the possibility of private securities litigation or shareholder derivative suits;


•	inadequate insurance coverage;


•	inability to generate sufficient cash flow to satisfy our capital requirements, including future milestone payments, and existing debt, including the conversion features of our convertible senior notes, or refinance our existing debt as it matures;


•	risks associated with our credit, security and guaranty agreement for our senior secured asset-based line of credit and term loan facility;


•	inability to raise additional financing when needed and on favorable terms;


•	the loss of key suppliers, which may result in our inability to meet customer orders for our products in a timely manner or within our budget;


•	the incurrence of significant expenditures of resources to maintain relatively high levels of inventory, which could reduce our cash flows and increase the risk of inventory obsolescence, which could harm our operating results;


•	our inability to timely manufacture products or instrument sets to meet demand;


•	our private label manufacturers failing to provide us with sufficient supply of their products, or failing to meet appropriate quality requirements;


•	our plans to bring the manufacturing of certain of our products in-house and possible disruptions we may experience in connection with such transition;


•	our plans to increase our gross margins by taking certain actions designed to do so;


•	inventory reductions or fluctuations in buying patterns by wholesalers or distributors;


•	not successfully competing against our existing or potential competitors and the effect of significant recent consolidations amongst our competitors;


•	not successfully developing and marketing new products and technologies and implementing our business strategy;


•	insufficient demand for and market acceptance of our new and existing products;


•	the reliance of our business plan on certain market assumptions;


•	lack of suitable business development opportunities;

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•	inability to capitalize on business development opportunities;

•

future actions of the SEC, the United States Attorney’s office, the U.S. Food and Drug Administration (FDA), the Department of Health and Human Services, or other U.S. or foreign government authorities, including those resulting from increased scrutiny under the U.S. Foreign Corrupt Practices Act and similar laws, that could delay, limit, or suspend our development, manufacturing, commercialization, and sale of products, or result in seizures, injunctions, monetary sanctions, or criminal or civil liabilities;


•	failure or delay in obtaining FDA or other regulatory approvals for our products;


•	the compliance of our products and activities with the laws and regulations of the countries in which they are marketed, which compliance may be costly and time-consuming;


•	the use, misuse or off-label use of our products that may harm our image in the marketplace or result in injuries that may lead to product liability suits, which could be costly to our business or result in governmental sanctions;


•	recently enacted healthcare laws and changes in product reimbursements, which could generate downward pressure on our product pricing;


•	the potentially negative effect of our ongoing compliance efforts on our relationships with customers and on our ability to deliver timely and effective medical education, clinical studies, and new products;


•	failures of, interruptions to, or unauthorized tampering with, our information technology systems;


•	our inability to maintain effective internal controls;


•	product quality or patient safety issues;


•	geographic and product mix impact on our sales;


•	deriving a significant portion of our revenues from operations in certain geographic markets that are subject to political, economic, and social instability, including in particular France, and risks and uncertainties involved in launching our products in certain new geographic markets;


•	the negative impact of the commercial and credit environment on us, our customers, and our suppliers;


•	inability to retain key sales representatives, independent distributors, and other personnel or to attract new talent;


•	consolidation in the healthcare industry that could lead to demands for price concessions or the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, financial condition, or operating results;


•	our clinical trials and their results and our reliance on third parties to conduct them;

•

risks associated with the merger between Tornier N.V. (Tornier or legacy Tornier) and Wright Medical Group, Inc. (WMG or legacy Wright), including the failure to realize intended benefits and anticipated synergies and cost-savings from the transaction or delay in realization thereof; our businesses may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and business disruption after the transaction, including adverse effects on employee retention, our sales and distribution channel, especially in light of territory transitions, and business relationships with third parties;


•	risks associated with the divestiture of the U.S. rights to certain of legacy Tornier's ankle and silastic toe replacement products;


•	adverse effects of diverting resources and attention to transition services provided to the purchaser of our Large Joints business;


•	potentially burdensome tax measures; and


•	fluctuations in foreign currency exchange rates.

For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or otherwise could materially adversely affect our business, financial condition, or operating results, see “ Part I. Item 1A. Risk Factors ” of our most recent Annual Report on Form 10-K and “ Part II. Item 1A. Risk Factors ” of this report. The risks and uncertainties described above and in “Part I. Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K and “ Part II. Item 1A. Risk Factors ” of this report are not exclusive and further information concerning us and our business, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We assume no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K we file with or furnish to the SEC.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited).

Wright Medical Group N.V. Condensed Consolidated Balance Sheets (In thousands, except share data) (unaudited)

	July 1, 2018			December 31, 2017
Assets:
Current assets:
Cash and cash equivalents	$	313,214		$	167,740
Accounts receivable, net	124,848			130,610
Inventories	170,919			168,144
Prepaid expenses	14,612			13,555
Other current assets	98,239			86,845
Total current assets	721,832			566,894

Property, plant and equipment, net	217,383			212,379
Goodwill	923,953			933,662
Intangible assets, net	216,075			231,001
Deferred income taxes	909			937
Other assets	331,880			183,851
Total assets	$	2,412,032		$	2,128,724
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	42,208		$	41,831
Accrued expenses and other current liabilities	268,035			314,558
Current portion of long-term obligations	39,861			58,906
Total current liabilities	350,104			415,295

Long-term debt and capital lease obligations	1,061,998			836,208
Deferred income taxes	13,825			15,780
Other liabilities	417,865			272,745
Total liabilities	1,843,792			1,540,028
Commitments and contingencies ( Note 13 )
Shareholders’ equity:
Ordinary shares, €0.03 par value, authorized: 320,000,000 shares; issued and outstanding: 106,443,280 shares at July 1, 2018 and 105,807,424 shares at December 31, 2017	3,919			3,896
Additional paid-in capital	2,060,949			1,971,347
Accumulated other comprehensive income	5,421			22,290
Accumulated deficit	(1,502,049		)	(1,408,837		)
Total shareholders’ equity	568,240			588,696
Total liabilities and shareholders’ equity	$	2,412,032		$	2,128,724

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V. Condensed Consolidated Statements of Operations (In thousands, except per share data) (unaudited)

	Three months ended						Six months ended
	July 1, 2018			June 25, 2017			July 1, 2018			June 25, 2017
Net sales	$	205,400		$	179,693		$	403,937		$	356,884
Cost of sales ¹	45,558			38,122			86,697			75,248
Gross profit	159,842			141,571			317,240			281,636
Operating expenses:
Selling, general and administrative ¹	140,826			130,818			278,074			260,652
Research and development ¹	14,665			12,547			28,564			24,979
Amortization of intangible assets	6,009			6,999			13,150			14,396
Total operating expenses	161,500			150,364			319,788			300,027
Operating loss	(1,658		)	(8,793		)	(2,548		)	(18,391		)
Interest expense, net	20,678			18,339			40,490			36,534
Other expense (income), net	72,747			(6,557		)	71,747			1,418
Loss from continuing operations before income taxes	(95,083		)	(20,575		)	(114,785		)	(56,343		)
(Benefit) provision for income taxes	(4,462		)	385			(4,257		)	1,324
Net loss from continuing operations	(90,621		)	(20,960		)	(110,528		)	(57,667		)
Income (loss) from discontinued operations, net of tax	22,923			(20,202		)	17,316			(42,194		)
Net loss	$	(67,698	)	$	(41,162	)	$	(93,212	)	$	(99,861	)

Net loss from continuing operations per share-basic and diluted ( Note 12 ):	$	(0.85	)	$	(0.20	)	$	(1.04	)	$	(0.55	)
Net income (loss) from discontinued operations per share-basic and diluted ( Note 12 ):	$	0.21		$	(0.19	)	$	0.16		$	(0.41	)
Net loss per share-basic and diluted ( Note 12 ):	$	(0.64	)	$	(0.39	)	$	(0.88	)	$	(0.96	)

Weighted-average number of ordinary shares outstanding-basic and diluted:	106,095			104,377			106,000			104,020

___________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:



	Three months ended				Six months ended
	July 1, 2018		June 25, 2017		July 1, 2018		June 25, 2017
Cost of sales	$	146	$	132	$	311	$	251
Selling, general and administrative	5,437		4,323		9,959		7,979
Research and development	478		277		809		456

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(unaudited)



	Three months ended						Six months ended
	July 1, 2018			June 25, 2017			July 1, 2018			June 25, 2017
Net loss	$	(67,698	)	$	(41,162	)	$	(93,212	)	$	(99,861	)

Other comprehensive (loss) income:
Changes in foreign currency translation	(29,327		)	10,785			(16,869		)	19,230
Other comprehensive (loss) income	(29,327		)	10,785			(16,869		)	19,230

Comprehensive loss	$	(97,025	)	$	(30,377	)	$	(110,081	)	$	(80,631	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V. Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited)

	Six months ended
	July 1, 2018			June 25, 2017
Operating activities:
Net loss	$	(93,212	)	$	(99,861	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	28,382			27,124
Share-based compensation expense	11,079			8,686
Amortization of intangible assets	13,150			14,396
Amortization of deferred financing costs and debt discount	26,986			24,643
Deferred income taxes	(1,531		)	(725		)
Provision for excess and obsolete inventory	11,025			7,619
Non-cash loss on extinguishment of debt	39,935			—
Non-cash adjustment to derivative fair values	34,573			(3,964		)
Mark-to-market adjustment for CVRs ( Note 6 )	(6,447		)	2,236
Other	792			1,470
Changes in assets and liabilities:
Accounts receivable	3,869			15,238
Inventories	(17,531		)	(16,563		)
Prepaid expenses and other current assets	29,667			8,971
Accounts payable	821			8,121
Accrued expenses and other liabilities	(30,300		)	(22,930		)
Metal-on-metal product liabilities ( Note 13 )	(56,423		)	14,721
Net cash used in operating activities	(5,165		)	(10,818		)
Investing activities:
Capital expenditures	(29,732		)	(31,355		)
Purchase of intangible assets	(605		)	(944		)
Other investing	(500		)	—
Net cash used in investing activities	(30,837		)	(32,299		)
Financing activities:
Issuance of ordinary shares	5,713			19,670
Issuance of warrants	102,137			—
Payment of notes premium	(55,643		)	—
Payment of notes hedge options	(141,278		)	—
Proceeds from exchangeable senior notes	675,000			—
Proceeds from other debt	23,434			—
Payments of debt	(22,272		)	(9,374		)
Redemption of convertible senior notes	(400,911		)	—
Payments of deferred financing costs	(919		)	—
Payment of contingent consideration	(919		)	(987		)
Payments of capital lease obligations	(2,559		)	(1,065		)
Net cash provided by financing activities	181,783			8,244
Effect of exchange rates on cash and cash equivalents	(307		)	1,503
Net increase (decrease) in cash and cash equivalents	145,474			(33,370		)

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Wright Medical Group N.V. Consolidated Statements of Cash Flows (Continued) (In thousands)

	Six months ended
	July 1, 2018		June 25, 2017
Cash, cash equivalents, and restricted cash, beginning of period ¹	167,740		412,265
Cash, cash equivalents, and restricted cash, end of period ¹	$	313,214	$	378,895

___________________________


¹	As of June 25, 2017 and December 25, 2016, we had cash and cash equivalents of $228.9 million and $262.3 million , respectively. As of June 25, 2017 and December 25, 2016, we had $150 million in restricted cash to secure our obligations under a Master Settlement Agreement (MSA) that WMT entered into in connection with the metal-on-metal hip litigation as described in Note 13 .

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Description of Business

Wright Medical Group N.V. (Wright or we) is a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. We market our products in approximately 50 countries worldwide.

Our global corporate headquarters are located in Amsterdam, the Netherlands. We also have significant operations located in Memphis, Tennessee (U.S. headquarters, research and development, sales and marketing administration, and administrative activities); Bloomington, Minnesota (upper extremities sales and marketing and warehousing operations); Arlington, Tennessee (manufacturing and warehousing operations); Franklin, Tennessee (manufacturing and warehousing operations); Warsaw, Indiana (research and development); Montbonnot, France (manufacturing and warehousing operations); Plouzané, France (research and development); and Macroom, Ireland (manufacturing). In addition, we have local sales and distribution offices in Canada, Australia, Asia, Latin America, and throughout Europe. For purposes of this report, references to "international" or "foreign" relate to non-U.S. matters while references to "domestic" relate to U.S. matters.

Our fiscal year-end is generally determined on a 52-week basis and runs from the Monday nearest to the 31st of December of a year and ends on the Sunday nearest to the 31st of December of the following year. Every few years, it is necessary to add an extra week to the year making it a 53-week period. The fiscal year ended December 31, 2017 was a 53-week period.

The condensed consolidated financial statements and accompanying notes present our consolidated results for each of the three and six months ended July 1, 2018 and June 25, 2017 . The three and six months ended July 1, 2018 and June 25, 2017 each consisted of thirteen and twenty-six weeks, respectively.

All amounts are presented in U.S. dollars ($), except where expressly stated as being in other currencies, e.g., Euros (€).

References in these notes to the condensed consolidated financial statements to "we," "our" and "us" refer to Wright Medical Group N.V. and its subsidiaries after the merger with Tornier N.V. (legacy Tornier) (Wright/Tornier merger) and Wright Medical Group, Inc. (WMG or legacy Wright) and its subsidiaries before the Wright/Tornier merger.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation. The unaudited condensed consolidated interim financial statements of Wright Medical Group N.V. have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 , as filed with the SEC on February 27, 2018 .

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.

Revenue recognition. Our revenues are primarily generated through two types of customers, hospitals and surgery centers and stocking distributors, with the majority of our revenue derived from sales to hospitals and surgery centers. Our products are sold through a network of employee and independent sales representatives in the United States and by a combination of employee sales representatives, independent sales representatives, and stocking distributors outside the United States. We record revenues from sales to hospitals and surgery centers upon transfer of control of promised products in an amount that reflects the consideration we expect to receive in exchange for those products, which is generally when the product is surgically implanted in a patient.

We record revenues from sales to our stocking distributors at a point in time upon transfer of control of promised products to the distributor. Our stocking distributors, who sell the products to their customers, take control of the products and assume all risks of ownership upon transfer. Our stocking distributors are obligated to pay us within specified terms regardless of when, if ever,

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

they sell the products. In general, our stocking distributors do not have any rights of return or exchange; however, in limited situations, we have repurchase agreements with certain stocking distributors. Those certain agreements require us to repurchase a specified percentage of the inventory purchased by the distributor within a specified period of time prior to the expiration of the contract. During those specified periods, we defer the applicable percentage of the sales. An insignificant amount of sales related to these types of agreements were deferred and not yet recognized as revenue as of July 1, 2018 and December 31, 2017.

We must make estimates of potential future product returns related to current period product sales. We base our estimate for sales returns on historical sales and product return information, including historical experience and trend information. Our reserve for sales returns has historically been immaterial. We incur shipping and handling costs associated with the shipment of goods to customers, independent distributors, and our subsidiaries. Amounts billed to customers for shipping and handling of products are included in net sales. Costs incurred related to shipping and handling of products to customers are included in selling, general and administrative expenses. We also record depreciation on surgical instruments used by our hospital and surgery center customers within selling, general and administrative expense as these costs are considered to be similar to shipping and handling costs, necessary to deliver the implant products to the end customer.

Discontinued Operations. On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France SAS (Tornier France) and certain other entities related to us and Corin Orthopaedics Holdings Limited (Corin) entered into a business sale agreement and simultaneously completed and closed the sale of our former Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of our assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately €11.1 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements were on arm’s length terms and were not material to our consolidated financial statements.

On January 9, 2014, pursuant to an Asset Purchase Agreement, dated as of June 18, 2013 (the MicroPort Agreement), by and among us and MicroPort Scientific Corporation (MicroPort), we completed the divesture and sale of our business operations operating under our prior OrthoRecon operating segment (the OrthoRecon Business) to MicroPort.

All historical operating results for the Large Joints and OrthoRecon businesses are reflected within discontinued operations in the condensed consolidated financial statements. See Note 4 for further discussion of discontinued operations. Other than Note 4 , unless otherwise stated, all discussion of assets and liabilities in these Notes to the condensed consolidated financial statements reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations.

Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 606). Accounting Standards Codification (ASC) 606 prescribes a single common revenue standard that replaces most existing US GAAP revenue recognition guidance. ASC 606 outlines a five-step model, under which we will recognize revenue as performance obligations within a customer contract are satisfied. ASC 606 is intended to provide more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. We adopted ASC 606 during the quarter ended April 1, 2018. Revenue is recognized at a point in time, generally upon surgical implantation or shipment of products to distributors. Therefore, adoption of ASC 606 did not have a material effect on our consolidated financial statements except for the additional disclosures included within Note 14 .

On February 25, 2016, the FASB issued ASU 2016-02, Leases, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in FASB ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. The ASU will be effective for us beginning in fiscal year 2019. We are in the initial phases of our adoption plans; and accordingly, we are unable to estimate any effect this may have on our consolidated financial statements.

On January 26, 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The guidance in the ASU is effective for our interim and annual goodwill impairment tests beginning in 2020 with early adoption permitted. We are in the initial phases of our adoption plans; and, accordingly, we are unable to estimate any effect this may have on our consolidated financial statements.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

3. Acquisitions

IMASCAP

On December 14, 2017, we completed the acquisition of IMASCAP SAS (IMASCAP), a leader in the development of software-based solutions for preoperative planning of shoulder replacement surgery. The intent of this transaction is to ensure exclusive access to breakthrough software enabling technology and patents to further differentiate our product portfolio and to further accelerate growth opportunities in our global extremities business. Under the terms of the agreement with IMASCAP, we acquired 100% of IMASCAP’s outstanding equity on a fully diluted basis for an initial payment of €52.9 million , or approximately $62.3 million , consisting of approximately €39.7 million , or approximately $46.7 million , in cash and approximately €13.2 million , or approximately $15.6 million , representing 661,753 Wright ordinary shares, payable at closing. Additionally, the purchase price includes an estimated €15.1 million , or approximately $17.8 million , of contingent consideration related to the achievement of certain technical milestones and sales earnouts. The technical milestones involve the development and approval of a patient specific implant system and new software modules. The sales earnouts relate to patient specific guides and the future patient specific implant system.

Purchase Consideration and Net Assets Acquired

The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed on December 14, 2017 (in thousands):



Cash and cash equivalents	$	2,569
Accounts receivable	522
Other current assets	181
Property, plant and equipment	15
Intangible assets	10,865
Total assets acquired	14,152
Current liabilities	(2,065		)
Long-term debt	(902		)
Deferred income taxes	(3,033		)
Total liabilities assumed	(6,000		)
Net assets acquired	$	8,152

Goodwill	71,981

Total preliminary purchase consideration	$	80,133

The purchase consideration was allocated to the net assets acquired based on their estimated fair values at the acquisition date. The fair values were based on management’s analysis, including work performed by third-party valuation specialists.

Operating assets and liabilities were valued at their existing carrying values as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates.

In determining the fair value of intangibles, we used an income method which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), technology life cycles, and the discount rate applied to the cash flows.

Of the $10.9 million of acquired intangible assets, $5.6 million was assigned to developed technology ( 6 -year life) and $5.3 million was assigned to in-process research and development.

The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The goodwill is primarily attributable to strategic opportunities that arose from the acquisition of IMASCAP. The goodwill is not expected to be deductible for tax purposes.

During the six months ended July 1, 2018 , there were no changes to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

4. Discontinued Operations

For the three and six months ended July 1, 2018 , our income from discontinued operations, net of tax, totaled $22.9 million and $17.3 million , respectively. For the three and six months ended June 25, 2017 , our loss from discontinued operations, net of tax, totaled $20.2 million and $42.2 million , respectively. Our income and loss from discontinued operations during 2018 and 2017 was attributable primarily to expenses, net of insurance recoveries, associated with legacy Wright's former OrthoRecon business as described in Note 13 and, to a lesser degree, the former Large Joints business.

Large Joints Business

On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France, Corin, and certain other entities related to us and Corin entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of the assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately € 11.1 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements are on arm’s length terms and are not expected to be material to our condensed consolidated financial statements.

All historical operating results for the Large Joints business as well as continued involvement in accordance with the transitional service agreement and supply agreement are reflected within discontinued operations in the condensed consolidated statements of operations.

For the three and six months ended July 1, 2018 , our loss from discontinued operations for the Large Joints business, net of tax, totaled $0.2 million and $0.4 million , respectively, and are primarily attributable to costs associated with transition services. For the three and six months ended June 25, 2017 , our loss from discontinued operations for the Large Joints business, net of tax, totaled $0.5 million and $1.5 million , respectively, and are primarily attributable to professional fees and internal costs to support transition activities, costs associated with transition services and working capital adjustments.

Cash provided by operating activities from the Large Joints business totaled $2.5 million for the six months ended July 1, 2018 . Cash used in operating activities by the Large Joints business totaled $1.3 million for the six months ended June 25, 2017 .

OrthoRecon Business

On January 9, 2014, legacy Wright completed the divestiture and sale of its OrthoRecon business to MicroPort Scientific Corporation. Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold by legacy Wright prior to the closing, were not assumed by MicroPort. Charges associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods.

As described within Note 13 , in September 2015, the third insurance carrier in the policy year applicable to titanium modular neck fracture claims denied coverage under its $25 million excess liability policy despite full payout by the other carriers in that policy year. We strongly disputed the carrier's position and, in accordance with the dispute resolution provisions of the policy, initiated an arbitration proceeding in London, England seeking payment of these funds. The arbitration proceeding was completed on February 15, 2018 and, on April 11, 2018, the arbitration tribunal issued its ruling. Thereafter, we and the insurance carrier agreed to resolve the entire matter in exchange for a single lump sum payment by the carrier to us in the amount of $30.75 million , representing the full policy limits of $25 million plus an additional $5.75 million for legal costs and interest. We received payment of this sum from the carrier on May 8, 2018. This insurance recovery is reflected within our results of discontinued operations for the quarter ended July 1, 2018.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

All current and historical operating results for the OrthoRecon business are reflected within discontinued operations in the condensed consolidated financial statements. The following table summarizes the results of discontinued operations for the OrthoRecon business (in thousands):



	Three months ended						Six months ended
	July 1, 2018			June 25, 2017			July 1, 2018			June 25, 2017
Net sales	$	—		$	—		$	—		$	—
Selling, general and administrative	(29,299		)	19,648			(23,862		)	40,661
Income (loss) from discontinued operations before income taxes	29,299			(19,648		)	23,862			(40,661		)
Provision for income taxes	6,183			—			6,183			—
Total income (loss) from discontinued operations, net of tax	$	23,116		$	(19,648	)	$	17,679		$	(40,661	)

We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities, net of insurance proceeds, until these liabilities are resolved. Cash used in operating activities by the OrthoRecon business totaled $23.6 million and $17.7 million for the six months ended July 1, 2018 and June 25, 2017 , respectively.

5. Inventories

Inventories consist of the following (in thousands):



	July 1, 2018		December 31, 2017
Raw materials	$	8,172	$	10,816
Work-in-process	35,732		28,581
Finished goods	127,015		128,747
	$	170,919	$	168,144

6. Fair Value of Financial Instruments and Derivatives

We account for derivatives in accordance with FASB ASC 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivatives' fair value shall be recognized currently in earnings unless specific hedge accounting criteria are met.

FASB ASC Section 820, Fair Value Measurement requires fair value measurements be classified and disclosed in one of the following three categories:


Level 1:	Financial instruments with unadjusted, quoted prices listed on active market exchanges.


Level 2:	Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.


Level 3:	Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

2023 Notes Conversion Derivative and Notes Hedges

On June 28, 2018, we issued $675 million aggregate principal amount of 1.625% cash exchangeable senior notes due 2023 (2023 Notes). The 2023 Notes are referred to as "exchangeable" in the 2023 Notes Indenture because they were issued by WMG, not us. See Note 9 of the condensed consolidated financial statements for additional information regarding the 2023 Notes. The 2023 Notes have a conversion derivative feature (2023 Notes Conversion Derivative) that requires bifurcation from the 2023 Notes in accordance with ASC Topic 815 and is accounted for as a derivative liability. The fair value of the 2023 Notes Conversion Derivative at the time of issuance of the 2023 Notes was $124.6 million .

In connection with the issuance of the 2023 Notes, we entered into hedges (2023 Notes Hedges) with two option counterparties. The 2023 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

are required to make upon conversion of the 2023 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2023 Notes Hedges was $141.3 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2023 Note Hedges, which may reduce the effectiveness of the 2023 Note Hedges.

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2023 Notes Hedges and 2023 Notes Conversion Derivative:



	Location on condensed consolidated balance sheet	July 1, 2018		December 31, 2017
2023 Notes Hedges	Other assets	$	124,973	$	—
2023 Notes Conversion Derivative	Other liabilities	$	125,863	$	—

The 2023 Notes Hedges and the 2023 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2023 Notes Conversion Derivative nor the 2023 Notes Hedges qualify for hedge accounting; thus, any changes in the fair value of the derivatives are recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net loss on changes in fair value (in thousands) related to the 2023 Notes Hedges and 2023 Notes Conversion Derivative:



	Three and six months ended
	July 1, 2018
2023 Notes Hedges	$	(16,305	)
2023 Notes Conversion Derivative	(1,238		)
Net loss on changes in fair value	$	(17,543	)

2021 Notes Conversion Derivative and Notes Hedges

On May 20, 2016 , we issued $395 million aggregate principal amount of 2.25% cash convertible senior notes due 2021 (2021 Notes). See Note 9 of the condensed consolidated financial statements for additional information regarding the 2021 Notes. The 2021 Notes have a conversion derivative feature (2021 Notes Conversion Derivative) that requires bifurcation from the 2021 Notes in accordance with ASC Topic 815 and is accounted for as a derivative liability. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million .

In connection with the issuance of the 2021 Notes, we entered into hedges (2021 Notes Hedges) with two option counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges.

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative:



	Location on condensed consolidated balance sheet	July 1, 2018		December 31, 2017
2021 Notes Hedges	Other assets	$	176,328	$	127,063
2021 Notes Conversion Derivative	Other liabilities	$	175,641	$	126,148

The 2021 Notes Hedges and the 2021 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2021 Notes Conversion Derivative nor the 2021 Notes Hedges qualify for hedge accounting; thus, any changes in the fair value of the derivatives are recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Conversion Derivative:



	Three months ended						Six months ended
	July 1, 2018			June 25, 2017			July 1, 2018			June 25, 2017
2021 Notes Hedges	$	60,959		$	(73,416	)	$	49,265		$	27,797
2021 Notes Conversion Derivative	(60,214		)	76,244			(49,493		)	(25,590		)
Net gain (loss) on changes in fair value	$	745		$	2,828		$	(228	)	$	2,207

2020 Notes Conversion Derivative and Notes Hedges

On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of 2.00% cash convertible senior notes due 2020 (2020 Notes). See Note 9 of the condensed consolidated financial statements for additional information regarding the 2020 Notes. The 2020 Notes have a conversion derivative feature (2020 Notes Conversion Derivative) that requires bifurcation from the 2020 Notes in accordance with ASC Topic 815 and is accounted for as a derivative liability. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million .

In connection with the issuance of the 2020 Notes, WMG entered into hedges (2020 Notes Hedges) with three option counterparties. The 2020 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG is required to make upon conversion of the 2020 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges.

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45 million aggregate principal amount of 2020 Notes for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990.00 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount at an aggregate cost of approximately $44.6 million . We settled the associated portion of the 2020 Notes Conversion Derivative at a benefit of approximately $0.4 million and satisfied the accrued interest, which was not material.

In addition, during the second quarter of 2016, we settled a portion of the 2020 Notes Hedges (receiving $3.9 million ) and repurchased a portion of the warrants associated with the 2020 Notes (paying $3.3 million ), generating net proceeds of approximately $0.6 million .

During the second quarter of 2018, we also agreed to settle a pro rata portion of the 2020 Notes Hedges (2020 Settled Notes Hedges) and agreed to repurchase a pro rata portion of the warrants associated with the 2020 Notes. The warrants which we agreed to settle for cash as of July 1, 2018 are recorded as a derivative liability as of July 1, 2018 (2020 Warrants Derivative). The pricing of the 2020 Settled Notes Hedges and 2020 Warrants Derivative were based on the volume-weighted average price of our stock price during July 9, 2018 and July 27, 2018, the unwind period. As a result of these settlements, we received proceeds of approximately $34.6 million related to the 2020 Settled Notes Hedges and paid $24.0 million related to the 2020 Warrants Derivative, generating net proceeds of $10.6 million on July 30, 2018.

As of July 1, 2018, we had warrants which were exercisable for 6.2 million ordinary shares with a strike price of $38.8010 per ordinary share.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2020 Notes Hedges, 2020 Settled Notes Hedges, 2020 Notes Conversion Derivative and 2020 Warrants Derivative:



	Location on condensed consolidated balance sheet as of July 1, 2018	Location on condensed consolidated balance sheet as of December 31, 2017	July 1, 2018		December 31, 2017
2020 Notes Hedges ¹	Other assets	Other assets	$	18,807	$	14,302
2020 Settled Notes Hedges ¹	Other current assets	Other assets	$	39,756	$	30,731
2020 Warrants Derivative	Accrued expenses and other current liabilities	Not applicable	$	27,558	$	—
2020 Notes Conversion Derivative	Other liabilities	Other liabilities	$	18,571	$	44,132

___________________________


¹	The presentation of the 2020 Notes Hedges as of December 31, 2017 has been updated to reflect the portion attributable to Settled Notes Hedges and the 2020 Notes Hedges that were not settled as part of the 2023 Notes issuance.

The 2020 Notes Hedges, 2020 Settled Notes Hedges, 2020 Warrants Derivative and the 2020 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2020 Notes Conversion Derivative, the 2020 Notes Hedges, nor the 2020 Settled Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in our condensed consolidated statements of operations. Additionally, the warrants associated with the 2020 Notes were recorded within shareholders' equity as of December 31, 2017 as, at that time, the warrants were expected to be net-share settled. However, as a result of the agreement to settle a portion of the warrants in cash, we established a derivative liability as of June 28, 2018, the date of the agreement, in the amount of $27.3 million and then recorded the change in the fair value of the derivative liability through July 1, 2018 within our condensed consolidated statements of operations. The following table summarizes the net (loss) gain on changes in fair value (in thousands) related to the 2020 Notes Hedges, 2020 Settled Notes Hedges, 2020 Warrants Derivative and 2020 Notes Conversion Derivative:



	Three months ended						Six months ended
	July 1, 2018			June 25, 2017			July 1, 2018			June 25, 2017
2020 Notes Hedges	$	5,489		$	(66,177	)	$	4,505		$	6,802
2020 Settled Notes Hedges	11,141			—			9,025			—
2020 Warrants Derivative	(250		)	—			(250		)	—
2020 Notes Conversion Derivative	(32,461		)	67,318			(30,082		)	(4,994		)
Net (loss) gain on changes in fair value	$	(16,081	)	$	1,141		$	(16,802	)	$	1,808

2017 Notes Conversion Derivative and Notes Hedges

On August 31, 2012 , WMG issued $300 million aggregate principal amount of 2.00% cash convertible senior notes due 2017 (2017 Notes). The 2017 Notes matured, and the remaining $2 million principal amount was repaid on August 15, 2017. See Note 9 of the condensed consolidated financial statements for additional information regarding the 2017 Notes. The 2017 Notes had a conversion derivative feature (2017 Notes Conversion Derivative) that required bifurcation from the 2017 Notes in accordance with ASC Topic 815 and was accounted for as a derivative liability. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million .

In connection with the issuance of the 2017 Notes, WMG entered into hedges (2017 Notes Hedges) with three option counterparties. The aggregate cost of the 2017 Notes Hedges was $56.2 million and was accounted for as a derivative asset in accordance with ASC Topic 815.

In connection with the issuance of the 2020 Notes, WMG used approximately $292 million of the 2020 Notes' net proceeds to repurchase and extinguish approximately $240 million aggregate principal amount of the 2017 Notes, settle the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $49 million , and satisfy the accrued interest of $2.4 million . WMG also settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants associated with the 2017 Notes (paying $60 million ), generating net proceeds of approximately $10 million .

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount of 2017 Notes (including the 2017 Notes Conversion Derivative) for the 2021 Notes. For each $1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount at a cost of approximately $56.3 million . We settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $1.9 million and satisfied the accrued interest, which was not material.

In addition, during the second quarter of 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions and settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $0.1 million , and satisfied the accrued interest, which was not material. The remainder of the 2017 Notes Conversion Derivative was settled at a cost of approximately $0.2 million in conjunction with the maturity of the 2017 Notes on August 15, 2017.

The 2017 Notes Conversion Derivative was measured at fair value using Level 3 inputs. This instrument was not actively traded and was valued using an option pricing model that used observable and unobservable market data for inputs.

Neither the 2017 Notes Conversion Derivative nor the 2017 Notes Hedges qualified for hedge accounting; thus, any change in the fair value of the derivatives was recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net loss on changes in fair value (in thousands) related to the 2017 Notes Conversion Derivative:



	Three months ended				Six months ended
	July 1, 2018		June 25, 2017		July 1, 2018		June 25, 2017
2017 Notes Conversion Derivative	$	—	$	360	$	—	$	(51	)
Net loss on changes in fair value	$	—	$	360	$	—	$	(51	)

To determine the fair value of the embedded conversion option in the 2020, 2021 and 2023 Notes Conversion Derivatives, a trinomial lattice model was used. A trinomial stock price lattice generates three possible outcomes of stock price - one up, one down, and one stable. This lattice generates a distribution of stock prices at the maturity date and throughout the life of the 2020, 2021 and 2023 Notes. Using this stock price lattice, a convertible note lattice was created where the value of the embedded conversion option was estimated by comparing the value produced in a convertible note lattice with the option to convert against the value without the ability to convert. In each case, the convertible note lattice first calculates the possible convertible note values at the maturity date, using the distribution of stock prices, which equals to the maximum of (x) the remaining bond cash flows and (y) stock price times the conversion price. The values of the 2020, 2021 and 2023 Notes Conversion Derivatives at the valuation date were estimated using the values at the maturity date and moving back in time on the lattices (both for the lattice with the conversion option and without the conversion option). Specifically, at each node, if the 2020, 2021 or 2023 Notes are eligible for early conversion, the value at this node is the maximum of (i) converting to stock, which is the stock price times the conversion price, and (ii) holding onto the 2020, 2021 and 2023 Notes, which is the discounted and probability-weighted value from the three possible outcomes at the future nodes plus any accrued but unpaid coupons that are not considered at the future nodes. If the 2020, 2021 or 2023 Notes are not eligible for early conversion, the value of the conversion option at this node equals to (ii). In the lattice, a credit adjustment was applied to the discount for each cash flow in the model as the embedded conversion option, as well as the coupon and notional payments, is settled with cash instead of shares.

To estimate the fair value of the 2020 and 2021 Notes Hedges, we used the Black-Scholes formula combined with credit adjustments, as the option counterparties have credit risk and the call options are cash settled. We assumed that the call options will be exercised at the maturity since our ordinary shares do not pay any dividends and management does not expect to declare dividends in the near term.

As discussed above, we agreed to settle the 2020 Settled Notes Hedge and the warrants associated with the 2020 Notes at values based on the volume-weighted average price of the stock price during the unwind period. Therefore, to estimate the fair value of the 2020 Settled Notes Hedges and the 2020 Warrants Derivative, we have simulated the stock prices over the unwind period assuming that the stock price follows a geometric Brownian motion process.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following assumptions were used in the fair market valuations as of July 1, 2018 :



	2020 Notes Conversion Derivative	2020 Notes Hedge	2020 Settled Notes Hedge	2020 Warrants Derivative	2021 Notes Conversion Derivative	2021 Notes Hedge	2023 Notes Conversion Derivative	2023 Notes Hedge
Stock Price Volatility (1)	30.99%	30.99%	37.05%	37.05%	35.75%	35.75%	32.49%	32.49%
Credit Spread for Wright (2)	3.1%	N/A	N/A	N/A	2.84%	N/A	3.19%	N/A
Credit Spread for Deutsche Bank AG (3)	N/A	1.4%	1.24%	1.24%	N/A	N/A	N/A	N/A
Credit Spread for Wells Fargo Securities, LLC (3)	N/A	0.28%	0.16%	0.16%	N/A	N/A	N/A	N/A
Credit Spread for JPMorgan Chase Bank (3)	N/A	0.26%	0.17%	0.17%	N/A	0.36%	N/A	0.47%
Credit Spread for Bank of America (3)	N/A	N/A	N/A	N/A	N/A	0.31%	N/A	0.56%


(1)	Volatility selected based on historical and implied volatility of ordinary shares of Wright Medical Group N.V.


(2)	Credit spread implied from traded price.


(3)	Credit spread of each bank is estimated using CDS curves. Source: Bloomberg.

Derivatives not Designated as Hedging Instruments

During 2017, we employed a derivative program using foreign currency forward contracts to mitigate the risk of currency fluctuations on our intercompany receivable and payable balances that are denominated in foreign currencies. These forward contracts were expected to offset the transactional gains and losses on the related intercompany balances. These forward contracts were not designated as hedging instruments under FASB ASC Topic 815. Accordingly, the changes in the fair value and the settlement of the contracts were recognized in the period incurred in the accompanying condensed consolidated statements of operations. During the quarter ended April 1, 2018, we discontinued our foreign currency forward contracts derivative program. At July 1, 2018 and December 31, 2017 , we had no foreign currency contracts outstanding.

As a result of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd in 2015, we had recorded the estimated fair value of future contingent consideration of approximately $0.9 million as of December 31, 2017 which was paid during the quarter ended April 1, 2018.

As a result of the acquired business of IMASCAP in 2017, we have recorded the estimated fair value of future contingent consideration of approximately €15.8 million , or approximately $18.4 million , related to the achievement of certain technical milestones and sales earnouts as of July 1, 2018. The estimated fair value of contingent consideration related to technical milestones totaled $12.2 million and $11.9 million as of July 1, 2018 and December 31, 2017, respectively, and is contingent upon the development and approval of a patient specific implant system and new software modules. The estimated fair value of contingent consideration related to sales earnouts totaled $6.2 million and $5.9 million as of July 1, 2018 and December 31, 2017, respectively, and is contingent upon the sale of patient specific guides and the future patient specific implant system.

The fair values of the sales earn out contingent consideration as of July 1, 2018 and December 31, 2017 were determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. The discount rate is 12% for IMASCAP and was 14% for Surgical Specialties Australia Pty. Ltd.

The contingent consideration from the IMASCAP acquisition related to technical milestones is based on meeting certain developmental milestones for new software modules and for the FDA and CE approval for the future patient specific implant system. The fair value of this contingent consideration as of July 1, 2018 and December 31, 2017 was determined using probability adjusted estimates of the future payments and is classified in Level 3. The discount rate is approximately 6% for IMASCAP. A change in the discount rate would have limited impact on our profits or the fair value of this contingent consideration.

On March 1, 2013, as part of our acquisition of BioMimetic Therapeutics, Inc. (BioMimetic), we issued Contingent Value Rights (CVRs) as part of the merger consideration. Each CVR entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of AUGMENT ^® Bone Graft and upon achieving certain revenue milestones. On September 1, 2015, AUGMENT ^® Bone Graft received FDA approval and the first of the milestone payments associated with the CVRs was paid out at $3.50 per share, which totaled $98.1 million . The fair value of the CVRs outstanding at July 1, 2018

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

and December 31, 2017 was $35.9 million and $42.3 million , respectively, and was determined using the closing price of the security in the active market (Level 1), and is reflected within "Accrued expenses and other current liabilities" on our condensed consolidated balance sheet. For the three months ended July 1, 2018 and June 25, 2017 , the change in the fair value of the CVRs resulted in income of $2.5 million and $3.9 million , respectively. For the six months ended July 1, 2018 and June 25, 2017 , the change in the fair value of the CVRs resulted in income of $6.4 million and expense of $2.2 million , respectively. The income or expense related to the change in the value of the CVRs is recorded in “Other (income) expense, net” in our condensed consolidated statements of operations. If, prior to March 1, 2019, sales of AUGMENT ^® Bone Graft reach $40 million over 12 consecutive months, cash payment would be required at $1.50 per share, or $42 million . Further, if, prior to March 1, 2019, sales of AUGMENT ^® Bone Graft reach $70 million over 12 consecutive months, an additional cash payment would be required at $1.50 per share, or $42 million .

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at July 1, 2018 and December 31, 2017 due to their short maturities and variable rates.

The following tables summarize the valuation of our financial instruments (in thousands):



	Total		Quoted prices in active markets (Level 1)		Prices with other observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
At July 1, 2018
Assets
Cash and cash equivalents	$	313,214	$	313,214	$	—	$	—
2020 Notes Hedges	18,807		—		—		18,807
2020 Settled Notes Hedges	39,756		—		—		39,756
2021 Notes Hedges	176,328		—		—		176,328
2023 Notes Hedges	124,973		—		—		124,973
Total	$	673,078	$	313,214	$	—	$	359,864

Liabilities
2020 Notes Conversion Derivative	$	18,571	$	—	$	—	$	18,571
2021 Notes Conversion Derivative	175,641		—		—		175,641
2023 Notes Conversion Derivative	125,863		—		—		125,863
2020 Warrants Derivative	27,558						27,558
Contingent consideration	18,542		—		—		18,542
Contingent consideration (CVRs)	35,878		35,878		—		—
Total	$	402,053	$	35,878	$	—	$	366,175

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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	Total		Quoted prices in active markets (Level 1)		Prices with other observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
At December 31, 2017
Assets
Cash and cash equivalents	$	167,740	$	167,740	$	—	$	—
2020 Settled Notes Hedges ¹	30,731		—		—		30,731
2020 Notes Hedges ¹	14,302		—		—		14,302
2021 Notes Hedges	127,063		—		—		127,063
Total	$	339,836	$	167,740	$	—	$	172,096

Liabilities
2020 Notes Conversion Derivative	$	44,132	$	—	$	—	$	44,132
2021 Notes Conversion Derivative	126,148		—		—		126,148
Contingent consideration	19,188		—		—		19,188
Contingent consideration (CVRs)	42,325		42,325		—		—
Total	$	231,793	$	42,325	$	—	$	189,468

___________________________


¹	The presentation of the 2020 Notes Hedges as of December 31, 2017 has been updated to reflect the portion attributable to Settled Notes Hedges and the 2020 Notes Hedges that were not settled as part of the 2023 Notes issuance.

The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) (in thousands):



	Balance at December 31, 2017			Additions		Transfers into Level 3	Gain/(loss) included in earnings		Settlements	Currency	Balance at July 1, 2018

2020 Notes Hedges ¹	$	14,302		—		—	4,505		—	—	$	18,807
2020 Settled Notes Hedges ¹	$	30,731					9,025				$	39,756
2020 Notes Conversion Derivative	$	(44,132	)	—		—	(30,082	)	55,643	—	$	(18,571	)
2020 Warrants Derivative	$	—		(27,308	)		(250	)			$	(27,558	)
2021 Notes Hedges	$	127,063		—		—	49,265		—	—	$	176,328
2021 Notes Conversion Derivative	$	(126,148	)	—		—	(49,493	)	—	—	$	(175,641	)
2023 Notes Hedges	$	—		141,278			(16,305	)			$	124,973
2023 Notes Conversion Derivative	$	—		(124,625	)		(1,238	)			$	(125,863	)
Contingent consideration	$	(19,188	)	—		—	(365	)	—	1,011	$	(18,542	)

___________________________


¹	The presentation of the 2020 Notes Hedges as of December 31, 2017 has been updated to reflect the portion attributable to Settled Notes Hedges and the 2020 Notes Hedges that were not settled as part of the 2023 Notes issuance.

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7. Property, Plant and Equipment

Property, plant and equipment, net consists of the following (in thousands):



	July 1, 2018			December 31, 2017
Property, plant and equipment, at cost	$	494,556		$	448,921
Less: Accumulated depreciation	(277,173		)	(236,542		)
	$	217,383		$	212,379

8. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill occurring during the six months ended July 1, 2018 are as follows (in thousands):



	U.S. Lower Extremities & Biologics		U.S. Upper Extremities			International Extremities & Biologics			Total
Goodwill at December 31, 2017	$	218,525	$	630,650		$	84,487		$	933,662
Foreign currency translation	—		(780		)	(8,929		)	(9,709		)
Goodwill at July 1, 2018	$	218,525	$	629,870		$	75,558		$	923,953

Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is required to be tested for impairment at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter annually.

Following the December 2017 IMASCAP acquisition, foreign currency translation will be reported within the U.S. Upper Extremities segment. While the IMASCAP offices are located in France and the majority of their operations have a functional currency of the Euro, the results of the IMASCAP business are managed by U.S. Upper Extremities segment.

The components of our identifiable intangible assets, net, are as follows (in thousands):



	July 1, 2018					December 31, 2017
	Cost			Accumulated amortization		Cost			Accumulated amortization
Indefinite life intangibles:
In-process research and development (IPRD) technology	$	6,242				$	6,422

Finite life intangibles:
Distribution channels	900			$	770	900			$	640
Completed technology	147,009			47,496		149,645			40,810
Licenses	6,547			1,561		5,268			1,530
Customer relationships	128,108			26,656		129,693			23,268
Trademarks	14,164			11,465		14,368			10,487
Non-compete agreements	3,169			2,113		3,964			2,603
Other	538			541		569			490
Total finite life intangibles	300,435			$	90,602	304,407			$	79,828

Total intangibles	306,677					310,829
Less: Accumulated amortization	(90,602		)			(79,828		)
Intangible assets, net	$	216,075				$	231,001

Based on the total finite life intangible assets held at July 1, 2018 , we expect amortization expense of approximately $24.7 million in 2018 , $22.8 million in 2019 , $22.0 million in 2020 , $21.9 million in 2021 , and $21.8 million in 2022 .

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

9. Debt and Capital Lease Obligations

Debt and capital lease obligations consist of the following (in thousands):



	July 1, 2018			December 31, 2017
Capital lease obligations	$	23,596		$	20,401

2023 Notes	538,305			—
2021 Notes	310,432			300,051
2020 Notes	168,120			513,014
Term Loan Facility	18,983			—
Asset-based line of credit	32,541			53,645
Other debt	9,882			8,003
	1,101,859			895,114
Less: Current portion	(39,861		)	(58,906		)
	$	1,061,998		$	836,208

2023 Notes

On June 28, 2018, WMG issued $675 million aggregate principal amount of the 2023 Notes pursuant to an indenture (2023 Notes Indenture), dated as of June 28, 2018, with The Bank of New York Mellon Trust Company, N.A., as trustee. The 2023 Notes are fully and unconditionally guaranteed by us on a senior unsecured basis. The Notes are referred to as "exchangeable" in the 2023 Notes Indenture because they were issued by WMG, not us. The 2023 Notes require interest to be paid at an annual rate of 1.625% semi-annually in arrears on each June 15 and December 15 and will mature on June 15, 2023 unless earlier converted or repurchased. The 2023 Notes are convertible, subject to certain conditions, solely into cash. The initial conversion rate for the 2023 Notes is 29.9679 ordinary shares (subject to adjustment as provided in the 2023 Notes Indenture) per $1,000 principal amount of the 2023 Notes (subject to, and in accordance with, the settlement provisions of the 2023 Notes Indenture), which is equal to an initial conversion price of approximately $33.37 per ordinary share. WMG may not redeem the 2023 Notes prior to the maturity date, and no “sinking fund” is available for the 2023 Notes, which means that WMG is not required to redeem or retire the 2023 Notes periodically.

The holders of the 2023 Notes may convert their 2023 Notes at any time prior to the close of business on the business day immediately preceding December 15, 2022 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2023 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after December 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2023 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2023 Notes, equal to the settlement amount as calculated under the 2023 Notes Indenture. If a fundamental change, as defined in the 2023 Notes Indenture, occurs, subject to certain conditions, holders of the 2023 Notes will have the option to require WMG to repurchase for cash all or a portion of their 2023 Notes at a repurchase price equal to 100% of the principal amount of the 2023 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2023 Notes Indenture. In addition, following a make-whole fundamental change, as defined in the 2023 Notes Indenture, that occurs prior to the maturity date, WMG, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2023 Notes in connection with such make-whole fundamental change. Our guarantee of the 2023 Notes is our senior unsecured obligation that ranks: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the guarantee; (ii) equal in right of payment to any of our unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. As a result of the issuance of the 2023 Notes, we recorded deferred financing charges of approximately $12.4 million , which are being amortized over the term of the 2023 Notes using the effective interest method.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The 2023 Notes Exchange Derivative requires bifurcation from the 2023 Notes in accordance with ASC Topic 815, Derivatives and Hedging , and is accounted for as a derivative liability. See Note 6 for additional information regarding the 2023 Notes Exchange Derivative. The fair value of the 2023 Notes Exchange Derivative at the time of issuance of the 2023 Notes was $124.6 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2023 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2023 Notes. For the three and six months ended July 1, 2018 , we recorded $0.2 million of interest expense related to the amortization of the debt discount.

The components of the 2023 Notes were as follows (in thousands):



	July 1, 2018
Principal amount of 2023 Notes	$	675,000
Unamortized debt discount	(124,411		)
Unamortized debt issuance costs	(12,284		)
Net carrying amount of 2023 Notes	$	538,305

The estimated fair value of the 2023 Notes was approximately $673.8 million at July 1, 2018 , based on a quoted price in an active market (Level 1).

We and WMG entered into 2023 Notes Hedges in connection with the issuance of the 2023 Notes with two counterparties. The 2023 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG would be required to make if holders elect to convert the 2023 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change; (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the option counterparties of hedging the 2023 Note Hedges; (iii) our or WMG's failure to perform certain obligations under the 2023 Notes Indenture or under the 2023 Notes Hedges; (iv) certain defaults on our, WMG's or any our other subsidiary's indebtedness in excess of $25 million ; or (v) if we, WMG or any of our significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2023 Notes Hedges, which may reduce the effectiveness of the 2023 Notes Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2023 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2023 Notes; or (ii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer. Any such adjustment may also reduce the effectiveness of the 2023 Note Hedges. The aggregate cost of the 2023 Notes Hedges was $141.3 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2023 Notes Hedges and the 2023 Notes Exchange Derivative.

We also entered into warrant transactions in which we sold warrants that are initially exercisable into 20.2 million ordinary shares to the two option counterparties, subject to adjustment upon the occurrence of certain events, for an aggregate of $102.1 million . The strike price of the warrants is $40.86 per share, which was 50% above the last reported sale price of our ordinary shares on June 20, 2018. The warrants are expected to be net-share settled and exercisable over the 120 trading day period beginning on September 15, 2023. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions.

Aside from the initial payment of the $141.3 million premium in the aggregate to the two option counterparties and subject to the right of the option counterparties to terminate the 2023 Notes Hedges in certain circumstances, we do not expect to be required to make any cash payments to the option counterparties under the 2023 Notes Hedges and expect to be entitled to receive from the option counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2023 Notes Hedges is initially equal to the conversion price of the 2023 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2023 Note Hedges, which may reduce the effectiveness of the 2023 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of shares equal in value to one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price

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of each warrant, multiplied by the number of ordinary shares into which the 2023 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised.

As described in more detail below, concurrently with the issuance and sale of the 2023 Notes, certain holders of the 2020 Notes exchanged their 2020 Notes for the 2023 Notes.

2021 Notes

On May 20, 2016, we issued $395 million aggregate principal amount of the 2021 Notes pursuant to an indenture (2021 Notes Indenture), dated as of May 20, 2016 , between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2021 Notes require interest to be paid at an annual rate of 2.25% semi-annually in arrears on each May 15 and November 15 and will mature on November 15, 2021 unless earlier converted or repurchased. The 2021 Notes are convertible, subject to certain conditions, solely into cash. The initial conversion rate for the 2021 Notes will be 46.8165 ordinary shares (subject to adjustment as provided in the 2021 Notes Indenture) per $1,000 principal amount of the 2021 Notes (subject to, and in accordance with, the settlement provisions of the 2021 Notes Indenture), which is equal to an initial conversion price of approximately $21.36 per ordinary share. We may not redeem the 2021 Notes prior to the maturity date, and no “sinking fund” is available for the 2021 Notes, which means that we are not required to redeem or retire the 2021 Notes periodically.

The holders of the 2021 Notes may convert their 2021 Notes at any time prior to May 15, 2021 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2016 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2021 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after May 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2021 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2021 Notes, equal to the settlement amount as calculated under the 2021 Notes Indenture. If we undergo a fundamental change, as defined in the 2021 Notes Indenture, subject to certain conditions, holders of the 2021 Notes will have the option to require us to repurchase for cash all or a portion of their 2021 Notes at a repurchase price equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2021 Notes Indenture. In addition, following certain corporate transactions, we, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2021 Notes in connection with such corporate transaction. The 2021 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2021 Notes; (ii) equal in right of payment to any of our unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. As a result of the issuance of the 2021 Notes, we recorded deferred financing charges of approximately $7.3 million , which are being amortized over the term of the 2021 Notes using the effective interest method.

The 2021 Notes Conversion Derivative requires bifurcation from the 2021 Notes in accordance with ASC Topic 815, Derivatives and Hedging , and is accounted for as a derivative liability. See Note 6 for additional information regarding the 2021 Notes Conversion Derivative. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2021 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2021 Notes using an effective rate of 9.72% . For the three and six months ended July 1, 2018 , we recorded $4.9 million and $9.7 million of interest expense, respectively, related to the amortization of the debt discount. For the three and six months ended June 25, 2017 , we recorded $4.5 million and $8.8 million of interest expense, respectively, related to the amortization of the debt discount.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The components of the 2021 Notes were as follows (in thousands):



	July 1, 2018			December 31, 2017
Principal amount of 2021 Notes	$	395,000		$	395,000
Unamortized debt discount	(79,598		)	(89,332		)
Unamortized debt issuance costs	(4,970		)	(5,617		)
Net carrying amount of 2021 Notes	$	310,432		$	300,051

The estimated fair value of the 2021 Notes was approximately $529.3 million at July 1, 2018 , based on a quoted price in an active market (Level 1).

We entered into 2021 Notes Hedges in connection with the issuance of the 2021 Notes with two counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the 2021 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change (as defined in the 2021 Notes Indenture); (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the option counterparties of hedging the 2021 Note Hedges; (iii) our failure to perform certain obligations under the 2021 Notes Indenture or under the 2021 Notes Hedges; (iv) certain payment defaults on our existing indebtedness in excess of $25 million ; or (v) if we or any of our significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2021 Notes Hedges, which may reduce the effectiveness of the 2021 Notes Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2021 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2021 Notes; or (ii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer. Any such adjustment may also reduce the effectiveness of the 2021 Note Hedges. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2021 Notes Hedges and the 2021 Notes Conversion Derivative.

We also entered into warrant transactions in which we sold warrants for an aggregate of 18.5 million ordinary shares to the two option counterparties, subject to adjustment, for an aggregate of $54.6 million . The strike price of the warrants is $30.00 per share, which was 69% above the last reported sale price of our ordinary shares on May 12, 2016 . The warrants are expected to be net-share settled and exercisable over the 100 trading day period beginning on February 15, 2022. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions.

Aside from the initial payment of the $99.8 million premium in the aggregate to the two option counterparties and subject to the right of the option counterparties to terminate the 2021 Notes Hedges in certain circumstances, we do not expect to be required to make any cash payments to the option counterparties under the 2021 Notes Hedges and expect to be entitled to receive from the option counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2021 Notes Hedges is initially equal to the conversion price of the 2021 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of shares equal in value to one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price of each warrant, multiplied by the number of ordinary shares into which the 2021 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised.

As described in more detail below, concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes and the 2020 Notes exchanged their 2017 Notes or 2020 Notes for the 2021 Notes.

2020 Notes

On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of the 2020 Notes pursuant to an indenture (2020 Notes Indenture), dated as of February 13, 2015 between WMG and The Bank of New York Mellon Trust Company, N.A., as

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WRIGHT MEDICAL GROUP N.V.

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(UNAUDITED)

trustee. The 2020 Notes require interest to be paid semi-annually on each February 15 and August 15 at an annual rate of 2.00% , and mature on February 15, 2020 unless earlier converted or repurchased. The 2020 Notes were initially issued whereby they were convertible at the option of the holder, during certain periods and subject to certain conditions described below, solely into cash at an initial conversion rate of 32.3939 shares of WMG common stock per $1,000 principal amount of the 2020 Notes, subject to adjustment upon the occurrence of certain events, which represented an initial conversion price of approximately $30.87 per share of WMG common stock. On November 24, 2015, Wright Medical Group N.V. executed a supplemental indenture, fully and unconditionally guaranteeing, on a senior unsecured basis, WMG’s obligations relating to the 2020 Notes, changing the underlying reference securities from WMG common stock to Wright Medical Group N.V. ordinary shares and making a corresponding adjustment to the conversion price. From and after the effective time of the Wright/Tornier merger, (i) all calculations and other determinations with respect to the 2020 Notes previously based on references to WMG common stock are calculated or determined by reference to our ordinary shares, and (ii) the conversion rate (as defined in the 2020 Notes Indenture) for the 2020 Notes was adjusted to a conversion rate of 33.39487 ordinary shares (subject to adjustment as provided in the 2020 Notes Indenture) per $1,000 principal amount of the 2020 Notes, which represents a conversion price of approximately $29.94 per ordinary share (subject to, and in accordance with, the settlement provisions of the 2020 Notes Indenture). The 2020 Notes may not be redeemed by WMG prior to the maturity date, and no “sinking fund” is available for the 2020 Notes, which means that WMG is not required to redeem or retire the 2020 Notes periodically.

The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2015 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2020 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The Wright/Tornier merger did not result in a conversion right for holders of the 2020 Notes. On or after August 15, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2020 Notes, equal to the settlement amount as calculated under the 2020 Notes Indenture. If WMG undergoes a fundamental change, as defined in the 2020 Notes Indenture, subject to certain conditions, holders of the 2020 Notes will have the option to require WMG to repurchase for cash all or a portion of their notes at a purchase price equal to 100% of the principal amount of the 2020 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2020 Notes Indenture. In addition, following certain corporate transactions, WMG, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2020 Notes in connection with such corporate transaction. The 2020 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2020 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. In conjunction with the issuance of the 2020 Notes, we recorded deferred financing charges of approximately $18.1 million , which are being amortized over the term of the 2020 Notes using the effective interest method.

The 2020 Notes Conversion Derivative requires bifurcation from the 2020 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2020 Notes Conversion Derivative. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2020 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2020 Notes based upon an effective rate of 8.54% . For the three and six months ended July 1, 2018 , we recorded $7.1 million and $14.3 million of interest expense, respectively, related to the amortization of the debt discount. For the three and six months ended June 25, 2017 , we recorded $6.8 million and $13.4 million of interest expense, respectively, related to the amortization of the debt discount.

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45 million aggregate principal amount of their 2020 Notes for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990.00 principal amount of the 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount. As a result of this note exchange and retirement of $45

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million aggregate principal amount of the 2020 Notes, we recognized approximately $9.3 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount.

Concurrently with the issuance and sale of the 2023 Notes, certain holders of the 2020 Notes exchanged approximately $400.9 million aggregate principal amount of their 2020 Notes for the 2023 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $1,138.70 principal amount of the 2023 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2023 Notes for each exchanging investor, the difference being referred as the rounded amount) to the investor. As a result of this note exchange and retirement of $400.9 million aggregate principal amount of the 2020 Notes, we recognized approximately $39.9 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended July 1, 2018.

The components of the 2020 Notes were as follows (in thousands):



	July 1, 2018			December 31, 2017
Principal amount of 2020 Notes	$	186,589		$	587,500
Unamortized debt discount	(16,469		)	(66,418		)
Unamortized debt issuance costs	(2,000		)	(8,068		)
Net carrying amount of 2020 Notes	$	168,120		$	513,014

The estimated fair value of the 2020 Notes was approximately $202 million at July 1, 2018 , based on a quoted price in an active market (Level 1).

WMG entered into the 2020 Notes Hedges in connection with the issuance of the 2020 Notes with three option counterparties. See Note 6 of the condensed consolidated financial statements for additional information on the 2020 Notes Hedges. The 2020 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG would be required to make if holders elect to convert the 2020 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change (as defined in the 2020 Notes indenture); (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the option counterparties of hedging the 2020 Note Hedges; (iii) WMG's failure to perform certain obligations under the 2020 Notes Indenture or under the 2020 Notes Hedges; (iv) certain payment defaults on WMG's existing indebtedness in excess of $25 million ; or (v) if WMG or any of its significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2020 Note Hedges at a value determined by them in a commercially reasonable manner and/or adjust the terms of the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2020 Notes Hedges upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2020 Notes; or (ii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer. Any such adjustment may also reduce the effectiveness of the 2020 Note Hedges. The aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2020 Notes Hedges and the 2020 Notes Conversion Derivative.

WMG also entered into warrant transactions in which it sold warrants for an aggregate of 20.5 million shares of WMG common stock to the three option counterparties, subject to adjustment. The strike price of the warrants was initially $40 per share of WMG common stock, which was 59% above the last reported sale price of WMG common stock on February 9, 2015 . On November 24, 2015, Wright Medical Group N.V. assumed WMG's obligations pursuant to the warrants. Following the assumption, the warrants became exercisable for 21.1 million Wright Medical Group N.V. ordinary shares and the strike price of the warrants was adjusted to $38.8010 per ordinary share. The warrants are expected to be net-share settled and exercisable over the 200 trading day period beginning on May 15, 2020. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions.

During the second quarter of 2016, we settled a portion of the 2020 Notes Hedges (receiving $3.9 million ) and repurchased a portion of the warrants associated with the 2020 Notes (paying $3.3 million ), generating net proceeds of approximately $0.6 million . During the second quarter of 2018, we agreed to settle a pro rata portion of the 2020 Notes Hedges and agreed to repurchase

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a pro rata portion of the warrants associated with the 2020 Notes. The pricing of these 2020 Notes Hedges and warrants associated with the 2020 Notes were based on pricing between July 9, 2018 and July 27, 2018 and were settled on July 30, 2018. As a result of these settlements, we received net proceeds of approximately $10.6 million on July 30, 2018. As we had agreed to settle a portion of the warrants in cash prior to July 1, 2018, we had warrants which were exercisable for 6.2 million ordinary shares with a strike price of $38.8010 per ordinary share as of July 1, 2018. The warrants which we had agreed to settle as of July 1, 2018 are recorded as a current derivative liability as of July 1, 2018 as described within Note 6 .

Aside from the initial payment of the $144.8 million premium in the aggregate to the option counterparties, we do not expect to be required to make any cash payments to the option counterparties under the 2020 Notes Hedges and expect to be entitled to receive from the option counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2020 Notes Hedges is initially equal to the conversion price of the 2020 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of ordinary shares equal in value to one half of one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price of each warrant, multiplied by the number of reference ordinary shares into which the 2020 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised.

2017 Notes

On August 31, 2012 , WMG issued $300 million aggregate principal amount of the 2017 Notes pursuant to an indenture (2017 Notes Indenture), dated as of August 31, 2012 between WMG and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2017 Notes matured on August 15, 2017 . Prior to maturity, we paid interest on the 2017 Notes semi-annually on each February 15 and August 15 at an annual rate of 2.00% . WMG could not redeem the 2017 Notes prior to the maturity date, and no “sinking fund” was available for the 2017 Notes, which means that WMG was not required to redeem or retire the 2017 Notes periodically. The 2017 Notes were convertible at the option of the holder, during certain periods and subject to certain conditions as described below, solely into cash at an initial conversion rate of 39.3140 shares per $1,000 principal amount of the 2017 Notes, subject to adjustment upon the occurrence of specified events, which represented an initial conversion price of $25.44 per share. Holders could have converted their 2017 Notes at any time prior to February 15, 2017 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2012 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after February 15, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders could convert their 2017 Notes solely into cash, regardless of the foregoing circumstances. The 2017 Notes were senior unsecured obligations that ranked: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2017 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. As a result of the issuance of the 2017 Notes, we recognized deferred financing charges of approximately $8.8 million , which were amortized over the term of the 2017 Notes using the effective interest method.

The 2017 Notes Conversion Derivative required bifurcation from the 2017 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and was accounted for as a derivative liability. See Note 6 of the condensed consolidated financial statements for additional information regarding the 2017 Notes Conversion Derivative. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2017 Notes. This discount was amortized as interest expense using the effective interest method over the term of the 2017 Notes. For the three and six months ended June 25, 2017 , interest expense related to the amortization of the debt discount based upon an effective rate of 6.47% was negligible.

In connection with the issuance of the 2020 Notes on February 13, 2015, WMG repurchased and extinguished $240 million aggregate principal amount of the 2017 Notes and settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants (paying $60 million ) associated with the 2017 Notes. As a result of the repurchase, we recognized approximately $25.1 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within

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“Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended March 31, 2015.

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount their 2017 Notes for the 2021 Notes. For each $1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount. In addition, during the three months ended June 26, 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions. As a result of this exchange and these repurchases, we recognized approximately $3 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended June 26, 2016.

ABL Facility

On December 23, 2016 , we, together with WMG and certain of our other wholly-owned U.S. subsidiaries (collectively, Borrowers), entered into a Credit, Security and Guaranty Agreement (ABL Credit Agreement) with Midcap Financial Trust, as administrative agent (Agent) and a lender and the additional lenders from time to time party thereto. The ABL Credit Agreement provides for a $150 million senior secured asset-based line of credit, subject to the satisfaction of a borrowing base requirement (ABL Facility). The ABL Facility may be increased by up to $100 million upon the Borrowers’ request, subject to the consent of the Agent and each of the other lenders providing such increase. All borrowings under the ABL Facility are subject to the satisfaction of customary conditions, including the absence of default, the accuracy of representations and warranties in all material respects and the delivery of an updated borrowing base certificate. As of July 1, 2018 , and December 31, 2017 , we had $32.5 million and $53.6 million respectively, in borrowings outstanding under the ABL Facility. We have reflected this debt as a current liability on our condensed consolidated balance sheet as of July 1, 2018 and December 31, 2017 , as required by US GAAP due to the weekly lockbox repayment/re-borrowing arrangement underlying the agreement, as well as the ability for the lenders to accelerate the repayment of the debt under certain circumstances as described below. As of July 1, 2018 , and December 31, 2017 , we had $2.1 million and $2.2 million , respectively, of unamortized debt issuance costs related to the ABL Facility. These amounts are included within "Other assets" on our condensed consolidated balance sheets and will be amortized over the five-year term of the ABL Facility as described below.

The interest rate margin applicable to borrowings under the ABL Facility is, at the option of the Borrowers, equal to either (a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans, subject to a 0.75% LIBOR floor. In addition to paying interest on the outstanding loans under the ABL Facility, the Borrowers also are required to pay a customary unused line fee equal to 0.50% per annum in respect of unutilized commitments and certain other customary fees related to Agent’s administration of the ABL Facility. Beginning January 1, 2017, the Borrowers are required to maintain a minimum drawn balance on the ABL Facility equal to 20% of the average borrowing base for each month. To the extent the actual drawn balance is less than 20% , the Borrowers must pay a fee equal to the amount the lenders under the ABL Facility would have earned had the Borrowers maintained a minimum drawn balance equal to 20% of the average borrowing base for such month.

The ABL Credit Agreement requires that the Borrowers calculate the borrowing base for the ABL Facility on at least a monthly basis and each time the Borrowers make a draw on the ABL Facility in accordance with the formula set forth in the ABL Credit Agreement. The borrowing base is subject to adjustment and the implementation of reserves by the Agent in its permitted discretion, as further described in the ABL Credit Agreement. If at any time the outstanding drawn balance under the ABL Facility exceeds the borrowing base as in effect at such time, Borrowers will be required to prepay loans under the ABL Facility in an amount equal to such excess. Certain accounts receivables and proceeds of collateral of the Borrowers will be applied to reduce the outstanding principal amount of the ABL Facility on a periodic basis.

There is no scheduled amortization under the ABL Facility and (subject to borrowing base requirements and applicable conditions to borrowing) the available revolving commitment may be borrowed, repaid and reborrowed without restriction. All outstanding loans under the ABL Facility will be due and payable in full on the date that is the earliest to occur of (x) December 23, 2021 ; (y) the date that is 91 days prior to the maturity date of the 2020 Notes or (z) the date that is 91 days prior to the maturity date of the 2021 Notes; provided that, the springing maturity under clauses (y) and (z) are subject to the Borrowers’ ability to refinance, extend, renew or replace the 2020 Notes and/or the 2021 Notes, as applicable, in full pursuant to the terms of the ABL Credit Agreement. Any voluntary or mandatory permanent reduction or termination of the revolving commitments under the ABL Facility is subject to a prepayment premium applicable to such reduced or terminated amount equal to (i) 3.0% through December 23, 2017, (ii) 2.0% from December 24, 2017 through December 23, 2018 and (iii) 0.75% at any time thereafter.

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The ABL Credit Agreement contains certain negative covenants that restrict our ability to take certain actions as specified in the ABL Credit Agreement and an affirmative covenant that we maintain net revenue at or above minimum levels and maintain liquidity in the United States at a level specified in the ABL Credit Agreement, subject to certain exceptions. All of the obligations under the ABL Facility are guaranteed jointly and severally by Wright Medical Group N.V. and each of the Borrowers on the terms set forth in the ABL Credit Agreement. Subject to certain exceptions set forth in the ABL Credit Agreement, amounts outstanding under the ABL Facility are secured by a senior first priority security interest in substantially all existing and after-acquired assets of Wright Medical Group N.V. and each Borrower.

On May 7, 2018, we amended and restated the ABL Credit Agreement to add a $40 million term loan facility (Term Loan Facility). The initial $20 million term loan tranche was funded at closing. The Borrowers may at any time borrow the second $20 million term loan tranche, but will be required to do so no later than May 7, 2019 unless certain adjusted EBITDA targets are met; in which case, the Borrowers will be permitted to extend the borrowing requirement for up to an additional two years. All borrowings under the Term Loan Facility are subject to the satisfaction of customary conditions, including the absence of default and the accuracy of representations and warranties in all material respects. As of July 1, 2018, we had $20 million of the term loan outstanding.

The interest rate applicable to borrowings under the Term Loan Facility will be equal to one-month LIBOR plus 7.85% , subject to a 1.00% LIBOR floor. Amortization payments under the Term Loan Facility are due in equal monthly installments beginning on May 1, 2019 unless we meet certain adjusted EBITDA targets; in which case, the amortization payments would not commence until May 1, 2021. In addition to paying interest on the outstanding loans under the Term Loan Facility, the Borrowers will also be required to pay certain other customary fees related to Agent’s administration of the Term Loan Facility.

The Term Loan Facility requires mandatory prepayments, subject to the right of reinvestment and certain other exceptions, in amounts equal to 100% of the net cash proceeds from certain asset sales and casualty and condemnation events in excess of $10 million in any fiscal year. Any voluntary or mandatory prepayment under the Term Loan Facility, subject to certain exceptions, is subject to a 1.00% prepayment premium. The advances under the Term Loan Facility will be due and payable in full at the same time as the outstanding loans under the ABL Facility.

As a result of the Term Loan Facility, we recognized deferred financing charges of approximately $1 million , which will be amortized over the three-year term using the effective interest method.

All of the obligations under the Term Loan Facility and the ABL Facility are guaranteed jointly and severally by us and each of the Borrowers and are secured by a senior first priority security interest in substantially all existing and after-acquired assets of us and each Borrower on the terms set forth in the Credit Agreement.

In addition to financial and liquidity covenants consistent with those in the ABL Credit Agreement, while the Term Loan Facility is outstanding, the Company is required to maintain a minimum adjusted EBITDA, as described in the ABL Credit Agreement. The ABL Credit Agreement will not affect our ability to meet our existing contractual obligations, including payments under the Borrower Representative’s contingent value rights agreement, except in circumstances where an event of default (subject to certain exceptions) has occurred and is continuing.

The ABL Credit Agreement also contains negative covenants, representations and warranties, affirmative covenants and events of default, in each case subject to grace periods, thresholds and materiality qualifiers consistent with the ABL Credit Agreement.

Other Debt

Other debt primarily includes mortgages, shareholder debt and loans acquired as a result of the IMASCAP acquisition. We have mortgages that had an outstanding balance of $0.7 million and $1.0 million at July 1, 2018 and December 31, 2017, respectively. These mortgages are secured by an office building in Montbonnot, France and bear fixed annual interest rates of 2.55% - 4.9% . As a result of the IMASCAP acquisition, we have two zero interest loans with a state investment company that had an outstanding balance of $1.1 million and $1.2 million at July 1, 2018 and December 31, 2017, respectively. We also had shareholder debt outstanding of $1.5 million and $1.6 million as of July 1, 2018 and December 31, 2017, respectively. The remainder of other debt totaled approximately $6.6 million and $4.2 million as of July 1, 2018 and December 31, 2017, respectively.

The shareholder debt was acquired in conjunction with the Wright/Tornier merger. This debt was the result of a 2008 transaction where a 51% -owned and consolidated subsidiary of legacy Tornier borrowed $2.2 million from a then-current member of the legacy Tornier board of directors, who was also a 49% owner of the consolidated subsidiary. This loan was used to partially fund the purchase of real estate in Grenoble, France, to be used as a manufacturing facility. Interest on the debt is variable-based on the three-month Euro Libor rate plus 0.5% and has no stated term.

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10. Accumulated Other Comprehensive Income (AOCI)

Other comprehensive income (OCI) includes certain gains and losses that under US GAAP are included in comprehensive income (loss) but are excluded from net loss as these amounts are initially recorded as an adjustment to shareholders’ equity. Amounts in OCI may be reclassified to net loss upon the occurrence of certain events.

For the six months ended July 1, 2018 and June 25, 2017 , OCI was comprised solely of foreign currency translation adjustments.

Changes in AOCI for the six months ended July 1, 2018 and June 25, 2017 were as follows (in thousands):



	Six months ended July 1, 2018
	Currency translation adjustment
Balance at December 31, 2017	$	22,290
Other comprehensive loss	(16,869		)
Balance at July 1, 2018	$	5,421



	Six months ended June 25, 2017
	Currency translation adjustment
Balance at December 25, 2016	$	(19,461	)
Other comprehensive income	19,230
Balance at June 25, 2017	$	(231	)

11. Changes in Shareholders' Equity

The following table provides an analysis of changes in each balance sheet caption of shareholders’ equity for the six months ended July 1, 2018 and June 25, 2017 (in thousands, except share data):



	Six months ended July 1, 2018
	Ordinary shares			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
	Number of shares	Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance at December 31, 2017	105,807,424	$	3,896	$	1,971,347		$	(1,408,837	)	$	22,290		$	588,696
2018 Activity:
Net loss	—	—		—			(93,212		)	—			(93,212		)
Foreign currency translation	—	—		—			—			(16,869		)	(16,869		)
Issuances of ordinary shares	304,196	11		5,702			—			—			5,713
Vesting of restricted stock units	331,660	12		(12		)	—			—			—
Share-based compensation	—	—		10,956			—			—			10,956
Issuance of stock warrants, net of repurchases and equity issuance costs	—	—		72,956			—			—			72,956
Balance at July 1, 2018	106,443,280	$	3,919	$	2,060,949		$	(1,502,049	)	$	5,421		$	568,240

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	Six months ended June 25, 2017
	Ordinary shares			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive (loss) income			Total shareholders' equity
	Number of shares	Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive (loss) income			Total shareholders' equity
Balance at December 25, 2016	103,400,995	$	3,815	$	1,908,749		$	(1,206,239	)	$	(19,461	)	$	686,864
2017 Activity:
Net loss	—	—		—			(99,861		)	—			(99,861		)
Foreign currency translation	—	—		—			—			19,230			19,230
Issuances of ordinary shares	960,075	31		19,639			—			—			19,670
Vesting of restricted stock units	374,159	13		(13		)	—			—			—
Share-based compensation	—	—		8,722			—			—			8,722
Balance at June 25, 2017	104,735,229	$	3,859	$	1,937,097		$	(1,306,100	)	$	(231	)	$	634,625

12. Capital Stock and Earnings Per Share

We are authorized to issue up to 320 million ordinary shares, each share with a par value of three Euro cents ( €0.03 ). We had 106.4 million and 105.8 million ordinary shares issued and outstanding as of July 1, 2018 and December 31, 2017 , respectively.

FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated to include any dilutive effect of our ordinary share equivalents. For the three and six months ended July 1, 2018 and June 25, 2017 , our ordinary share equivalents consisted of stock options, restricted stock units, performance share units, and warrants. The dilutive effect of the stock options, restricted stock units, performance share units, and warrants is calculated using the treasury-stock method.

We had outstanding options to purchase 9.4 million ordinary shares, 1.0 million restricted stock units, and 0.1 million performance stock units, assuming target performance, at July 1, 2018 and outstanding options to purchase 9.3 million ordinary shares and 0.9 million restricted stock units at June 25, 2017 . We had outstanding net-share settled warrants on the 2020 Notes of 6.2 million and 19.6 million ordinary shares at July 1, 2018 and June 25, 2017 , respectively. We also had net-share settled warrants on the 2021 Notes of 18.5 million ordinary shares at July 1, 2018 and June 25, 2017 . We also had net-share settled warrants on the 2023 Notes of 20.2 million ordinary shares at July 1, 2018 .

None of the options, restricted stock units, performance share units, or warrants were included in the calculation of diluted net loss from continuing operations per share, diluted net income (loss) from discontinued operations per share, and diluted net loss per share for the three and six months ended July 1, 2018 or June 25, 2017 , because we recorded a net loss from continuing operations for all periods. Including these instruments would be anti-dilutive as the net loss from continuing operations is the control number in determining whether those potential common shares are dilutive or anti-dilutive.

The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands):



	Three months ended		Six months ended
	July 1, 2018	June 25, 2017	July 1, 2018	June 25, 2017
Weighted-average number of ordinary shares outstanding-basic and diluted	106,095	104,377	106,000	104,020

13. Commitments and Contingencies

Legal Contingencies

The legal contingencies described in this footnote relate primarily to WMT, an indirect subsidiary of Wright Medical Group N.V., and are not necessarily applicable to Wright Medical Group N.V. or other affiliated entities. Maintaining separate legal entities within our corporate structure is intended to ring-fence liabilities. We believe our ring-fenced structure should preclude corporate veil-piercing efforts against entities whose assets are not associated with particular claims.

As described below, our business is subject to various contingencies, including patent and other litigation, product liability claims, and a government inquiry. These contingencies could result in losses, including damages, fines, or penalties, any of which could

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be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them and are vigorously defending all of them. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid, however, unless otherwise indicated, we do not believe any of them will have a material adverse effect on our financial position.

Our legal contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss or the measurement of a loss can be complex. We have accrued for losses that are both probable and reasonably estimable. Unless otherwise indicated, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessment process relies on estimates and assumptions that may prove to be incomplete or inaccurate. Unanticipated events and circumstances may occur that could cause us to change our estimates and assumptions.

Governmental Inquiries

On August 3, 2012, we received a subpoena from the United States Attorney's Office for the Western District of Tennessee requesting records and documentation relating to our PROFEMUR ^® series of hip replacement devices. The subpoena covers the period from January 1, 2000 to August 2, 2012. We will continue to cooperate as required.

Patent Litigation

On September 23, 2014, Spineology filed a patent infringement lawsuit, Case No. 0:14-cv-03767, in the U.S. District Court in Minnesota, alleging that our X-REAM ^® bone reamer infringes U.S. Patent No. RE42,757 entitled “EXPANDABLE REAMER.” In January 2015, on the deadline for service of its complaint, Spineology dismissed its complaint without prejudice and filed a new, identical complaint. We filed an answer to the new complaint with the Court on April 27, 2015. The Court conducted a Markman hearing on March 23, 2016. Mediation was held on August 11, 2016, but no agreement could be reached. The Court issued a Markman decision on August 30, 2016, in which it found all asserted product claims invalid as indefinite under applicable patent laws and construed several additional claim terms. The parties completed fact and expert discovery with respect to the remaining asserted method claims. We filed a motion for summary judgment of non-infringement of the remaining asserted patent claims and motions to exclude testimony from Spineology’s technical and damages experts. Spineology filed a motion for summary judgment of infringement. On July 25, 2017, the Court granted our motion for summary judgment of non-infringement; denied Spineology’s motion for summary judgment of infringement; and denied all remaining motions as moot. The Court also entered judgment in our favor and against Spineology on all issues. Spineology appealed the judgment to the U.S. Court of Appeals for the Federal Circuit and on July 6, 2018, the Court of Appeals affirmed the judgment of non-infringement in our favor and directed the District Court to enter judgment of non-infringement as to all of Spineology’s asserted patent claims.

On September 13, 2016, we filed a civil action, Case No. 2:16-cv-02737-JPM, against Spineology in the U.S. District Court for the Western District of Tennessee alleging breach of contract, breach of implied warranty against infringement, and seeking a judicial declaration of indemnification from Spineology for patent infringement claims brought against us stemming from our sale and/or use of certain expandable reamers purchased from Spineology. Spineology filed a motion to dismiss on October 17, 2016, but withdrew the motion on November 28, 2016. On December 7, 2016, Spineology filed an answer to our complaint and counterclaims, including counterclaims relating to a 2004 non-disclosure agreement between Spineology and WMT. On December 28, 2016, we filed a motion to dismiss the counterclaims relating to that 2004 agreement. On January 4, 2017, Spineology filed a motion for summary judgment on certain claims set forth in our complaint. We opposed that motion. On January 27, 2017, we filed a motion for summary judgment on certain issues pertaining to our indemnification claims. Spineology opposed that motion. On July 7, 2017, the Court extended the deadlines for completing discovery until after it ruled on those pending motions. On August 29, 2017, the Court ruled on the motions to dismiss and for summary judgment. In view of that decision, on September 22, 2017, the parties stipulated to, and the Court entered, a judgment that effectively ended the case in a draw. We appealed the judgment as to our claims against Spineology to the U.S. Court of Appeals for the Sixth Circuit and oral argument occurred on August 2, 2018. Spineology did not appeal the District Court’s dismissal of its contract counterclaim.

Product Liability

We have received claims for personal injury against us associated with fractures of our PROFEMUR ^® titanium modular neck product (PROFEMUR ^® Claims). As of July 1, 2018, there were approximately 20 unresolved pending U.S. lawsuits and approximately 56 unresolved pending non-U.S. lawsuits alleging such claims. The overall fracture rate for the product is low and the fractures appear, at least in part, to relate to patient demographics. Beginning in 2009, we began offering a cobalt-chrome version of our PROFEMUR ^® modular neck, which has greater strength characteristics than the alternative titanium version. Historically, we have reflected our liability for these claims as part of our standard product liability accruals on a case-by-case

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basis. However, during the fiscal quarter ended September 30, 2011, as a result of an increase in the number and monetary amount of these claims, management estimated our liability to patients in the United States and Canada who have previously required a revision following a fracture of a PROFEMUR ^® long titanium modular neck, or who may require a revision in the future. Management has estimated that this aggregate liability is $17.9 million . We have classified $11.4 million of this liability in “Accrued expenses and other current liabilities,” as we expect to pay such claims within the next twelve months, and $6.5 million as non-current in “Other liabilities” on our consolidated balance sheet. We expect to pay the majority of these claims within the next three years. Any claims associated with this product outside of the United States and Canada, or for any other products, will be managed as part of our standard product liability accrual methodology on a case-by-case basis.

We have maintained product liability insurance coverage on a claims-made basis. During the fiscal quarter ended March 31, 2013, we received a customary reservation of rights from our primary product liability insurance carrier asserting that present and future claims related to fractures of our PROFEMUR ^® titanium modular neck hip products and which allege certain types of injury (Titanium Modular Neck Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place Titanium Modular Neck Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agreed with the assertion that the Titanium Modular Neck Claims should be treated as a single occurrence, but notified the carrier that it disputed the carrier's selection of available policy years. During the second quarter of 2013, we received confirmation from the primary carrier confirming their agreement with our policy year determination. Based on our insurer's treatment of Titanium Modular Neck Claims as a single occurrence, we increased our estimate of the total probable insurance recovery related to Titanium Modular Neck Claims by $19.4 million , and recognized such additional recovery as a reduction to our selling, general and administrative expenses for the fiscal quarter ended March 31, 2013, within results of discontinued operations. In the fiscal quarter ended June 30, 2013, we received payment from the primary insurance carrier of $5 million . In the fiscal quarter ended September 30, 2013, we received payment of $10 million from the next insurance carrier in the tower. We requested, but did not receive, payment of the remaining $25 million from the third insurance carrier in the tower for that policy period. The policies with the second and third carrier in this tower are “follow form” policies and management believed the third carrier should follow the coverage position taken by the primary and secondary carriers. On September 29, 2015, that third carrier asserted that the terms and conditions identified in its reservation of rights would preclude coverage for the Titanium Modular Neck Claims. Pursuant to applicable accounting standards, we reduced our insurance receivable balance for this claim to $0 and recorded a $25 million charge within “Net loss from discontinued operations” during the fiscal year ended December 27, 2015. We strongly disputed the carrier's position and, in accordance with the dispute resolution provisions of the policy, initiated an arbitration proceeding in London, England seeking payment of these funds. The arbitration proceeding was completed on February 15, 2018 and, on April 11, 2018, the arbitration tribunal issued its ruling. Thereafter, we and the insurance carrier agreed to resolve the entire matter in exchange for a single lump sum payment by the carrier to us in the amount of $30.75 million , representing the full policy limits of $25 million plus an additional $5.75 million for legal costs and interest. We received payment of this sum from the carrier on May 8, 2018. This insurance recovery is reflected within our results of discontinued operations for the quarter ended July 1, 2018.

We are aware that MicroPort has recalled a certain size of its cobalt chrome modular neck product as a result of alleged fractures. As of July 1, 2018, there were six pending U.S. lawsuits and six pending non-U.S. lawsuits against us alleging personal injury resulting from the fracture of a cobalt chrome modular neck. These claims will be managed as part of our standard product liability accrual methodology on a case-by-case basis.

Claims for personal injury have also been made against us associated with our metal-on-metal hip products (primarily our CONSERVE ^® product line). The pre-trial management of certain of these claims was consolidated in the federal court system, in the United States District Court for the Northern District of Georgia under multi-district litigation (MDL) and certain other claims by the Judicial Counsel Coordinated Proceedings in state court in Los Angeles County, California (JCCP) in state court in Los Angeles County, California (collectively the Consolidated Metal-on-Metal Claims). Pursuant to previously disclosed settlement agreements with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP described below, the MDL and JCCP were closed to new cases effective October 18, 2017 and October 31, 2017, respectively.

Excluding claims resolved in the settlement agreements described below, as of July 1, 2018, there were approximately 105 unresolved metal-on-metal hip cases pending in U.S. courts. This number includes cases ineligible for settlement, cases which opted out of settlement, post-settlement cases, and existing state court cases that were not part of the MDL or JCCP. As of July 1, 2018, we estimate there also were pending approximately 60 non-U.S. metal-on metal cases and 33 unresolved modular neck cases alleging claims related to the release of metal ions. We also estimate that as of July 1, 2018 there were approximately 565 non-revision claims either dismissed or awaiting dismissal from the MDL and JCCP pursuant to the terms of the settlement agreements. Although there is a limited time period during which dismissed non-revision claims may be refiled, it is presently

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unclear how many non-revision claimants will elect to do so. As of July 1, 2018, no dismissed non-revision cases have been refiled. We believe we have data that supports the efficacy and safety of our hip products.

Every hip implant case, including metal-on-metal hip cases, involves fundamental issues of law, science and medicine that often are uncertain, that continue to evolve, and which present contested facts and issues that can differ significantly from case to case. Such contested facts and issues include medical causation, individual patient characteristics, surgery specific factors, statutes of limitation, and the existence of actual, provable injury.

The $240 million settlement amount is a maximum settlement based on the pool of 1,292 specific, existing claims comprised of an identified mix of CONSERVE ^® , DYNASTY ^® and LINEAGE ^® products (Initial Settlement Pool), with a value assigned to each product type, resulting in a total settlement of $240 million for the 1,292 claims in the Initial Settlement Pool.

Actual settlements paid to individual claimants are determined under the claims administration procedures contained in the MSA and may be more or less than the amounts used to calculate the $240 million settlement for the 1,292 claims in the Initial Settlement Pool. However in no event will variations in actual settlement amounts payable to individual claimants affect WMT’s maximum settlement obligation of $240 million or the manner in which it may be reduced due to opt outs, final product mix, or elimination of ineligible claims.

Claims in the Initial Settlement Pool that were ineligible due to failure to meet the eligibility criteria of the MSA were replaced with new eligible claims involving the same product, so that the number and mix of claims in the final settlement pool (before opt-outs) (Final Settlement Pool) equaled the number and mix of claims in the Initial Settlement Pool. Additionally, where DYNASTY ^® or LINEAGE ^® claims in the Final Settlement Pool were determined to have been misidentified as CONSERVE ^® claims, or vice versa, the total settlement amount was adjusted based on the value for each product type (not to exceed $240 million ).

The MSA contains specific eligibility requirements and establishes procedures for proof and administration of claims, negotiation and execution of individual settlement agreements, determination of the final total settlement amount, and funding of individual settlement amounts by WMT. Eligibility requirements include, without limitation, that the claimant has a claim pending or tolled in the MDL or JCCP, that the claimant has undergone a revision surgery within eight years of the original implantation surgery, and that the claim has not been identified by WMT as having possible statute of limitation issues. Claimants who have had bilateral revision surgeries will be counted as two claims but only to the extent both claims separately satisfy all eligibility criteria.

The MSA includes a 95% opt-in requirement, meaning the MSA could have been terminated by WMT prior to any settlement disbursement if claimants holding greater than 5% of eligible claims in the Final Settlement Pool elected to “opt-out” of the settlement. WMT has confirmed that of the 1,292 eligible claims, 1,279 opted to participate in the settlement and 13 opted out, resulting in a final opt-in percentage of approximately 99% , well in excess of the required 95% threshold. On March 2, 2017, WMT agreed to replace the 13 opt-out claims with 13 additional claims that would have been eligible to participate in the MSA but for the 1,292 claim limit, bringing the total MSA settlement to the maximum limit of $240 million to settle 1,292 claims. Due to apparent demand from additional claimants excluded from settlement because of the 1,292 claims ceiling, but otherwise eligible for participation, on May 5, 2017 WMT agreed to settle an additional 53 such claims, on terms substantially identical to the MSA settlement terms, for a maximum additional settlement amount of $9.4 million .

During 2016, WMT escrowed $150 million to secure its obligations under the MSA, all of which had been disbursed as of December 31, 2017. As additional security, Wright Medical Group N.V., the indirect parent company of WMT, agreed to guarantee WMT’s obligations under the MSA.

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the deadline was extended through March 30, 2018. On March 29, 2018, WMT entered into a Third Amendment to the Third Settlement Agreement which eliminates the contingency and gives WMT the option, by September 30, 2018, to either pay or make available for payment the then outstanding deficit on the insurance contingency or transfer to eligible claimants WMT’s claims against the insurance carriers with whom WMT has not settled, and pay or make available for payment such insurance deficit in March 2019, subject to the right to recover these funds from any plaintiff recoveries from carriers plus ten percent interest, plus an additional $5 million in costs, in each case after recovery by plaintiffs’ counsel of costs and fees. In connection with such transfer agreement, WMT would also enter into a stipulated judgment in the amount of $541 million , which judgment would not be recoverable against WMT or its affiliates. To date, certain of the insurance carriers have contributed $21.9 million of funds applicable against the $35 million contingency, leaving a $13.1 million deficit as of July 1, 2018.

The $89.75 million settlement amount is a maximum settlement based on the pool of 629 specific, existing claims comprised of an identified mix of CONSERVE ^® , DYNASTY ^® and LINEAGE ^® products (Second Settlement Initial Settlement Pool), with a value assigned to each product type. The actual settlement may be less, but not more, depending on several factors including the mix of products and claimants in the final settlement pool (Second Settlement Final Settlement Pool) and the number of claimants electing to “opt-out” of the settlement.

The total maximum settlement amount of $89.75 million is allocated among the following three tranches: (1) Tranche 1: $7.9 million to settle 49 additional claims that would have been eligible to participate in the MSA but for the claim limit contained therein, which amount will be funded as such claims are settled; (2) Tranche 2: $5.1 million to settle 39 eligible claims of the oldest claimants (by age), which amount will be funded as such claims are settled; and (3) Tranche 3: $76.75 million to settle 511 eligible claims pending or tolled in the MDL and JCCP existing as of June 30, 2017, and 30 new eligible claims which were presented between July 1, 2017 and October 1, 2017. Settlement funds for Tranche 3 will be paid or made available for payment as follows: $45 million (less the remaining insurance deficit, which is presently $13.1 million ) on June 30, 2018, the remaining insurance deficit (presently $13.1 million ) by either September 30, 2018 or March 7, 2019, depending on whether WMT elects to assign its remaining insurance claims to plaintiffs, and the balance by September 30, 2019. Actual funding may extend beyond these dates pending completion of claims administration processes.

Actual settlements paid to individual claimants will be determined under the claims administration procedures contained in the Second Settlement Agreements and may be more or less than the amounts used to calculate the $89.75 million settlement for the 629 claims in the Second Settlement Initial Settlement Pool. However in no event will variations in actual settlement amounts payable to individual claimants affect WMT’s maximum settlement obligation of $89.75 million or the manner in which it may be reduced due to opt outs, final product mix, or elimination of ineligible claims.

If it is determined that a claim in the Second Settlement Initial Settlement Pool is ineligible due to failure to meet the eligibility criteria of the Second Settlement Agreements, such claim will be removed and, where possible, replaced with a new eligible claim involving the same products as the removed claim.

The Second Settlement Agreements contain specific eligibility requirements and establish procedures for proof and administration of claims, negotiation and execution of individual settlement agreements, determination of the final total settlement amount, and funding of individual settlement amounts by WMT. Eligibility requirements include, without limitation, that the claimant has a claim pending or tolled in the MDL or JCCP and that, with limited exceptions, the claimant has undergone a revision surgery. Claimants who have had bilateral revision surgeries will be counted as two claims but only to the extent both claims separately satisfy all eligibility criteria.

Each of the Second Settlement Agreements includes a 95% opt-in requirement, meaning WMT could have terminated either Settlement Agreement prior to any settlement disbursement if claimants holding greater than 5% of eligible claims in Tranches 1 and 2, collectively, or claimants holding greater than 5% of eligible claims in Tranche 3, elected to “opt-out” of the settlement. On January 2, 2018, WMT received notification that 100% of the claimants in Tranches 1 and 2 opted-in. WMT reviewed proof of claim documentation for these claimants and confirmed a final opt-in percentage of 100%. On or about May 1, 2018, WMT received notice from plaintiffs that the 95% opt-in threshold had also been met for Tranche 3. WMT reviewed proof of claim documentation for Tranche 3 claimants and confirmed that the 95% opt-in threshold had been met.

While the Second Settlement Agreements did not require WMT to escrow any amount to secure its obligations thereunder, as additional security, Wright Medical Group N.V., the indirect parent company of WMT, agreed to guarantee WMT’s obligations under the Second Settlement Agreements.

The MSA (which reference includes the supplemental settlements described above) and the Second Settlement Agreements were entered into solely as a compromise of the disputed claims being settled and are not evidence that any claim has merit nor are they an admission of wrongdoing or liability by WMT. WMT will continue to vigorously defend metal-on-metal hip claims not settled

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pursuant to the above agreements. The Second Settlement Agreements are contingent upon the dismissal without prejudice of pending and tolled claims in the MDL and JCCP that do not meet the inclusion criteria of the MDL or JCCP. Additionally, the Second Settlement Agreements are contingent upon the dismissal without prejudice of all remaining non-revision claims in the MDL and JCCP (presently estimated to number approximately 565 claims either dismissed or awaiting dismissal), pursuant to a tolling agreement that tolls applicable statutes of limitation and repose for three months from a revision of the products or determination that a revision of the products is necessary. The MDL and JCCP courts have both entered orders closing these proceedings to new claims.

As a result of entering into the Second Settlement Agreements during the third quarter of 2017, we recorded an additional accrual of $82.7 million for the 629 matters included within the settlement and for matters that have the same eligibility criteria.

As of July 1, 2018, our accrual for metal-on-metal claims totaled $121.1 million , of which $71.5 million is included in our consolidated balance sheet within “Accrued expenses and other current liabilities” and $49.6 million is included within “Other liabilities.” Our accrual is based on (i) case by case accruals for specific cases where facts and circumstances warrant, and (ii) the implied settlement values for eligible claims under the MSA or Second Settlement Agreements. We are unable to reasonably estimate the high-end of a possible range of loss for claims which elected to opt-out of the MSA or Second Settlement Agreements. Claims we can confirm would meet MSA or Second Settlement Agreements eligibility criteria but are excluded from the settlements due to the maximum settlement cap, or because they are cases not part of the MDL or JCCP, have been accrued as of the respective settlement rates. Due to the general uncertainties surrounding all metal-on metal claims as noted above, as well as insufficient information about individual claims, we are presently unable to reasonably estimate a range of loss for future claims; hence we have not accrued for these claims at the present time.

We continue to believe the high-end of a possible range of loss for existing revision claims that do not meet eligibility criteria of the MSA or Second Settlement Agreements will not, on an average per case basis, exceed the average per case accrual we take for revision claims we can confirm do meet eligibility criteria of the MSA or Second Settlement Agreements, as applicable. Future claims will be evaluated for accrual on a case by case basis using the accrual methodologies described above (which could change if future facts and circumstances warrant).

The first state court metal-on-metal hip trial not part of the MDL or JCCP commenced on October 24, 2016, in St. Louis, Missouri. On November 3, 2016, the jury returned a verdict in our favor. The plaintiff appealed, and the appellate court heard oral argument on November 8, 2017. On February 20, 2018, the Missouri Court of Appeals, Eastern District, denied the plaintiff’s appeal and upheld the verdict of the trial court. The plaintiff’s time for seeking any further relief from the verdict has lapsed and this matter is closed.

We have maintained product liability insurance coverage on a claims-made basis. During the fiscal quarter ended September 30, 2012, we received a customary reservation of rights from our primary product liability insurance carrier asserting that certain present and future claims which allege certain types of injury related to our CONSERVE ^® metal-on-metal hip products (CONSERVE ^® Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place CONSERVE ^® Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees that there is insurance coverage for the CONSERVE ^® Claims, but has notified the carrier that it disputes the carrier's characterization of the CONSERVE ^® Claims as a single occurrence.

In June 2014, Travelers, which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in Tennessee state court naming us and certain of our other insurance carriers as defendants and asking the court to rule on the rights and responsibilities of the parties with regard to the CONSERVE ^® Claims. Among other things, Travelers appeared to dispute our contention that the CONSERVE ^® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage. Travelers further sought a determination as to the applicable policy period triggered by the alleged single occurrence. We filed a separate lawsuit in state court in California for declaratory judgment against certain carriers and breach of contract against the primary carrier and moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. During the third quarter of 2014, the California Court granted Travelers' motion to stay our California action.

On October 28, 2016, WMT and Wright Medical Group, Inc. (Wright Entities) entered into a Settlement Agreement, Indemnity and Hold Harmless Agreement and Policy Buyback Agreement (Insurance Settlement Agreement) with a subgroup of three insurance carriers, namely Columbia Casualty Company, Travelers and AXIS Surplus Lines Insurance Company (collectively, the Three Settling Insurers), pursuant to which the Three Settling Insurers paid WMT an aggregate of $60 million (in addition to $10 million previously paid by Columbia) in a lump sum. This amount is in full satisfaction of all potential liability of the Three Settling

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Insurers relating to metal-on-metal hip and similar metal ion release claims, including but not limited to all claims in the MDL and the JCCP, and all claims asserted by WMT against the Three Settling Insurers in the Tennessee action described above.

As part of the settlement with the Three Settling Insurers, the Three Settling Insurers bought back from WMT their policies in the five policy years beginning with the August 1, 2007- August 1, 2008 policy year (Repurchased Policy Years). Consequently, the Wright Entities have no further coverage from the Three Settling Insurers for any present or future claims falling in the Repurchased Policy Years, or any other period in which a released claim is asserted. Additionally, the Insurance Settlement Agreement contains a so-called most favored nation provision which could require us to refund a pro rata portion of the settlement amount if we voluntarily enter into a settlement with the remaining carriers in the Repurchased Policy Years on certain terms more favorable than analogous terms in the Insurance Settlement Agreement. The amount due to the Wright Entities under the Insurance Settlement Agreement was paid in the fourth quarter of 2016 and the Three Settling Insurers have been dismissed from the Tennessee action.

On December 13, 2016, we filed a motion in the Tennessee action described above to include allegations of bad faith against the primary insurance carrier. The motion was subsequently amended on February 8, 2017 to add similar bad faith claims against the remaining excess carriers. On April 13, 2017, the Court denied our motion, without prejudice to our right to re-assert the motion at a later time. On August 29, 2017, we refiled the motion to add a bad faith claim against the primary and excess insurance carriers. The Court granted our motion on October 19, 2017 and, on October 23, 2017, we filed amended cross-claims alleging bad faith against all of the insurance carriers.

On February 22, 2018, we and certain of our subsidiaries entered into the Second Insurance Settlement Agreement with the primary insurance carrier, Federal, pursuant to which Federal has paid us a single lump sum payment of $15 million (in addition to $5 million previously paid by Federal). This amount is in full satisfaction of all potential liability of Federal relating to designated metal-on-metal hip claims, including but not limited to all claims asserted by our subsidiary WMT against Federal in the previously disclosed insurance coverage litigation. We recorded a $15 million receivable as a result of this agreement within “Other current assets” as of December 31, 2017. On March 20, 2018, Federal was dismissed from the Tennessee and California actions described above.

On April 19, 2018, we and certain of our subsidiaries entered into a Settlement and Release Agreement (Third Insurance Settlement Agreement) with Catlin Underwriting Agencies Limited for and on behalf of Syndicate 2003 at Lloyd’s of London (Lloyd’s Syndicate 2003) pursuant to which Lloyd’s Syndicate 2003 has paid us a single lump sum payment of $1.9 million (in addition to $5 million previously paid by Lloyd’s Syndicate 2003). This amount is in full satisfaction of all potential liability of Lloyd’s Syndicate 2003 relating to designated metal-on-metal hip claims, including but not limited to all claims asserted by our subsidiary WMT against Lloyd’s Syndicate 2003 in the previously disclosed insurance coverage litigation. On May 1, 2018, Lloyd’s Syndicate 2003 was dismissed from the Tennessee action described above. The Lloyd’s Syndicate 2003 was dismissed from the California action on May 3, 2018.

Following the settlements with the Three Settling Insurers, Federal, and Lloyd’s Syndicate 2003, the only remaining insurer in the Tennessee and California coverage litigation is Catlin Specialty Insurance Company, a high-level excess insurer that provided “follow-form” coverage during the 2011/2012 policy period. Litigation with this carrier is continuing. Trial is set for July 2019.

In March 2017, Lexington, which had been dismissed from the Tennessee action, requested arbitration under five Lexington insurance policies in connection with the CONSERVE ^® Claims. We subsequently engaged in discussions and correspondence with Lexington about the scope of the requested arbitration(s). On or about October 27, 2017, Lexington filed an Application for Order to Compel Arbitration in the Commonwealth of Massachusetts, Suffolk County Superior Court, naming WMT, Wright Medical Group, Inc., and Wright Medical Group N.V. We opposed the Application. On February 28, 2018, the Massachusetts Court ordered the parties to arbitrate the two Lexington insurance policies containing Massachusetts arbitration clauses but did not order arbitration under the remaining three Lexington policies at issue. We have appealed that ruling. While the appeal is pending, we are proceeding with the arbitration. In the arbitration, Lexington has asserted a claim for declaratory relief, and we have asserted counter-claims for breach of contract, declaratory relief, and bad faith.

On May 22, 2018, Wright initiated a lawsuit against Lexington under the three policies that the court did not order into arbitration in Massachusetts. The lawsuit, filed in the Chancery Court of Tennessee, alleges breach of contract, declaratory relief, and bad faith in connection with Lexington’s failure and refusal to provide coverage for the underlying metal-on-metal claims under policies issued for 2009-2012. On July 12, 2018, Lexington brought a motion to stay the litigation and compel arbitration under the 2009-2011 Lexington policies. The motion remains pending.

As of July 1, 2018, our insurance carriers have paid an aggregate of $101.9 million of insurance proceeds related to the metal-on-metal claims, including amounts received under the three above referenced settlement agreements, of which $95.2 million has been paid directly to us and $6.7 million has been paid directly to claimants. Except as provided in the Insurance Settlement

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Agreement, the Second Insurance Settlement Agreement and the Third Insurance Settlement Agreement, our acceptance of the insurance proceeds was not a waiver of any other claim we may have against the insurance carriers unrelated to metal-on-metal coverage and our disputes with carriers relating thereto. However, the amount we ultimately receive will depend on the outcome of our dispute with the remaining carriers (Lexington and Catlin, with remaining policy limits totaling $30 million and $5 million , respectively) concerning the number of policy years available. We believe our contracts with the insurance carriers are enforceable for these claims; and, therefore, we believe it is probable we will receive additional recoveries from the remaining carriers. Settlement discussions with the remaining insurance carriers continue.

Given the substantial or indeterminate amounts sought in these matters, and the inherent unpredictability of such matters, an adverse outcome in these matters in excess of the amounts included in our accrual for contingencies could have a material adverse effect on our financial condition, results of operations and cash flow. Future revisions to our estimates of these provisions could materially impact our results of operations and financial position. We use the best information available to determine the level of accrued product liabilities, and believe our accruals are adequate.

In June 2015, a jury returned a $4.4 million verdict against us in a case involving a fractured hip implant stem sold prior to the MicroPort closing. This was a one-of-a-kind case unrelated to the modular neck fracture cases we have been reporting. There are no other cases pending related to this component, nor are we aware of other instances where this component has fractured. In September 2015, the trial judge reduced the jury verdict to $1.025 million and indicated that if the plaintiff did not accept the reduced award he would schedule a new trial solely on the issue of damages. The plaintiff elected not to accept the reduced damage award, and both parties appealed. On November 14, 2017, our primary insurance carrier agreed to defend and indemnify us in connection with this lawsuit under a reservation of rights. On January 9, 2018, the California appellate court heard oral argument on the parties’ cross-appeals. On March 6, 2018, the appellate court rejected our appeal and granted plaintiff’s, reinstating the original jury award of $4.4 million , plus interest. Our primary insurance carrier has directly paid this amount in full and the case will be dismissed with prejudice.

Other

In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business.

14. Segment Information

Our management, including our Chief Executive Officer, who is our chief operating decision maker, manages our operations as three operating business segments: U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics. We determined that each of these operating segments represented a reportable segment. Our Chief Executive Officer reviews financial information at the operating segment level to allocate resources and to assess the operating results and performance of each segment.

Our U.S. Lower Extremities & Biologics segment consists of our operations focused on the sale in the United States of our lower extremities products, such as joint implants and bone fixation devices for the foot and ankle, and our biologics products used to support treatment of damaged or diseased bone, tendons, and soft tissues or to stimulate bone growth. Our U.S. Upper Extremities segment consists of our operations focused on the sale in the United States of our upper extremities products, such as joint implants and bone fixation devices for the shoulder, elbow, wrist, and hand, and products used across several anatomic sites to mechanically repair tissue-to-tissue or tissue-to-bone injuries and other ancillary products. As the IMASCAP operations will be managed by the U.S. Upper Extremities management team, results of operations and assets related to IMASCAP will be included within the U.S. Upper Extremities segment. Our International Extremities and Biologics segment consists of our operations focused on the sale outside the United States of all lower and upper extremities products, including associated biologics products.

Management measures segment profitability using an internal operating performance measure that excludes the impact of transaction and transition costs associated with acquisitions, as such items are not considered representative of segment results. We have determined that each reportable segment represents a reporting unit and, in accordance with ASC 350, requires an allocation of goodwill to each reporting unit.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Selected financial information related to our segments is presented below for the three months ended July 1, 2018 and June 25, 2017 (in thousands):



	Three months ended July 1, 2018
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics			Corporate ¹			Total
Net sales from external customers	$	80,402	$	71,173	$	53,825		$	—		$	205,400
Depreciation expense	2,224		2,588		3,430			5,641			13,883
Amortization expense	—		—		—			6,009			6,009
Segment operating income (loss)	$	22,266	$	24,518	$	(1,506	)	$	(45,611	)	$	(333	)
Other:
Transaction and transition expenses											1,325
Operating loss											(1,658		)
Interest expense, net											20,678
Other income, net											72,747
Loss before income taxes											$	(95,083	)



	Three months ended June 25, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	74,319	$	58,616	$	46,758	$	—		$	179,693
Depreciation expense	3,014		2,534		2,710		5,420			13,678
Amortization expense	—		—		—		6,999			6,999
Segment operating income (loss)	$	17,657	$	18,879	$	886	$	(43,014	)	$	(5,592	)
Other:
Transaction and transition expenses										3,201
Operating loss										(8,793		)
Interest expense, net										18,339
Other expense, net										(6,557		)
Loss before income taxes										$	(20,575	)

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Selected financial information related to our segments is presented below for the six months ended July 1, 2018 and June 25, 2017 (in thousands):



	Six months ended July 1, 2018
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics			Corporate ¹			Total
Net sales from external customers	$	156,299	$	140,069	$	107,569		$	—		$	403,937
Depreciation expense	5,255		5,514		6,238			11,375			28,382
Amortization expense	—		—		—			13,150			13,150
Segment operating income (loss)	$	41,724	$	48,672	$	(1,248	)	$	(89,461	)	$	(313	)
Other:
Transaction and transition expenses											2,235
Operating loss											(2,548		)
Interest expense, net											40,490
Other expense, net											71,747
Loss before income taxes											$	(114,785	)



	Six months ended June 25, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	149,313	$	115,777	$	91,794	$	—		$	356,884
Depreciation expense	6,209		4,949		5,241		10,725			27,124
Amortization expense	—		—		—		14,396			14,396
Segment operating income (loss)	$	38,482	$	36,367	$	3,204	$	(90,271	)	$	(12,218	)
Other:
Transaction and transition expenses										6,173
Operating loss										(18,391		)
Interest expense, net										36,534
Other income, net										1,418
Loss before income taxes										$	(56,343	)

The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation.

Our principal geographic regions consist of the United States, EMEAC (which includes Europe, the Middle East, Africa, and Canada), and Other (which principally represents Asia, Australia, and Latin America). Net sales attributed to each geographic region are based on the location in which the products were sold.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Net sales by geographic region by product line are as follows (in thousands):



	Three months ended				Six months ended
	July 1, 2018		June 25, 2017		July 1, 2018		June 25, 2017
United States
Lower extremities	$	59,464	$	54,348	$	116,287	$	109,809
Upper extremities	70,171		57,535		137,829		113,493
Biologics	20,234		19,273		38,399		37,907
Sports med & other	1,706		1,780		3,853		3,881
Total United States	$	151,575	$	132,936	$	296,368	$	265,090

EMEAC
Lower extremities	$	12,075	$	10,807	$	24,234	$	21,357
Upper extremities	22,496		17,759		45,950		35,414
Biologics	2,211		1,910		4,416		4,433
Sports med & other	2,292		3,522		5,591		7,033
Total EMEAC	$	39,074	$	33,998	$	80,191	$	68,237

Other
Lower extremities	$	3,605	$	3,960	$	6,773	$	7,052
Upper extremities	6,641		5,228		12,781		9,995
Biologics	4,371		3,219		7,423		5,867
Sports med & other	134		352		401		643
Total other	$	14,751	$	12,759	$	27,378	$	23,557

Total net sales	$	205,400	$	179,693	$	403,937	$	356,884

Assets in the U.S. Upper Extremities, U.S. Lower Extremities & Biologics, and International Extremities & Biologics segments are those assets used exclusively in the operations of each business segment or allocated when used jointly. Assets in the Corporate category are principally cash and cash equivalents, derivative assets, property, plant and equipment associated with our corporate headquarters, assets associated with discontinued operations, product liability insurance receivables, and assets associated with income taxes. Total assets by business segment as of July 1, 2018 and December 31, 2017 are as follows (in thousands):



	July 1, 2018
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate		Total
Total assets	$	480,397	$	922,266	$	292,973	$	716,396	$	2,412,032



	December 31, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate		Total
Total assets	$	490,528	$	929,930	$	301,985	$	406,281	$	2,128,724

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and six months ended July 1, 2018 . This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements, our Annual Report on Form 10-K for the year ended December 31, 2017 , which includes additional information about our critical accounting policies and practices and risk factors, and "Special Note Regarding Forward-Looking Statements."

Background

On October 1, 2015, we became Wright Medical Group N.V. following the merger of Wright Medical Group, Inc. with Tornier N.V. Because of the structure of the merger and the governance of the combined company immediately post-merger, the merger was accounted for as a "reverse acquisition" under US GAAP, and as such, legacy Wright was considered the acquiring entity for accounting purposes .

On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, we, Corin Orthopaedics Holdings Limited (Corin), and certain other entities related to us entered into a business sale agreement and simultaneously completed and closed the sale of our former Large Joints business. The financial results of our Large Joints business, including costs associated with corporate employees and infrastructure transferred as a part of the sale and services we are providing Corin under a transitional services agreement and supply agreement, are reflected within discontinued operations for all periods presented, unless otherwise noted. Further, all assets and associated liabilities transferred to Corin were classified as assets and liabilities held for sale in our consolidated balance sheets for the periods prior to the divestiture.

On January 9, 2014, legacy Wright completed the sale of its former hip and knee (OrthoRecon) business to MicroPort Scientific Corporation (MicroPort). The financial results of the OrthoRecon business are reflected within discontinued operations for all periods presented, unless otherwise noted.

All current and historical operating results for the Large Joints and OrthoRecon businesses are reflected within discontinued operations in the condensed consolidated financial statements.

Other than the discontinued operations discussed above, unless otherwise stated, all discussion of assets and liabilities in the notes to the condensed consolidated financial statements and in this section reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations.

References in this section to "we," "our" and "us" refer to Wright Medical Group N.V. and its subsidiaries after the Wright/Tornier merger and Wright Medical Group, Inc. and its subsidiaries before the merger. Our fiscal year-end is generally determined on a 52-week basis and runs from the Monday nearest to the 31st of December of a year and ends on the Sunday nearest to the 31st of December of the following year. Every few years, it is necessary to add an extra week to the year making it a 53-week period. The fiscal year ended December 31, 2017 was a 53-week period. The three and six months ended July 1, 2018 and June 25, 2017 each consisted of thirteen and twenty-six weeks, respectively.

Executive Overview

Company Description. We are a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. Our product portfolio consists of the following product categories:


•	Upper extremities, which include joint implants and bone fixation devices for the shoulder, elbow, wrist, and hand;


•	Lower extremities, which include joint implants and bone fixation devices for the foot and ankle;


•	Biologics, which include products used to support treatment of damaged or diseased bone, tendons, and soft tissues or to stimulate bone growth; and


•	Sports medicine and other, which include products used across several anatomic sites to mechanically repair tissue-to-tissue or tissue-to-bone injuries and other ancillary products

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development); and Macroom, Ireland (manufacturing). In addition, we have local sales and distribution offices in Canada, Australia, Asia, Latin America, and throughout Europe.

We promote our products in approximately 50 countries with principal markets in the United States, Europe, Asia, Canada, Australia, and Latin America. Our products are sold primarily through a network of employee and independent sales representatives in the United States and by a combination of employee sales representatives, independent sales representatives, and stocking distributors outside the United States.

Principal Products. We have focused our efforts into growing our position in the high-growth extremities and biologics markets. We believe a more active and aging patient population with higher expectations regarding “quality of life,” an increasing global awareness of extremities and biologics solutions, improved clinical outcomes as a result of the use of such products, and technological advances resulting in specific designs for such products that simplify procedures and address unmet needs for early interventions, and the growing need for revisions and revision-related solutions will drive the market for extremities and biologics products.

Our principal upper extremities products include the AEQUALIS ASCEND ^® FLEX™ convertible shoulder system and SIMPLICITI ^® total shoulder replacement system, AEQUALIS ^® PERFORM™ Glenoid System, and the AEQUALIS ^® REVERSED II™ reversed shoulder system. SIMPLICITI ^® is the first minimally invasive, ultra-short stem total shoulder available in the United States. We believe SIMPLICITI ^® allows us to expand the market to include younger patients that historically have deferred these procedures. Our BLUEPRINT™ 3D Planning Software can be used with our products to assist surgeons in accurately positioning the glenoid and humeral implants and replicating the pre-operative surgical plan. Other principal upper extremities products include the EVOLVE ^® radial head prosthesis for elbow fractures, the EVOLVE ^® Elbow Plating System, and the RAYHACK ^® osteotomy system.

Our principal lower extremities products include the INBONE ^® , INFINITY ^® , and INVISION ^TM Total Ankle Replacement Systems, all of which can be used with our PROPHECY ^® Preoperative Navigation Guides, which combine computer imaging with a patient’s CT scan, and are designed to provide alignment accuracy while reducing surgical steps. Our lower extremities products also include the CLAW ^® II Polyaxial Compression Plating System, the ORTHOLOC ^® 3Di Reconstruction Plating System, the PhaLinx ^® System used for hammertoe indications, PRO-TOE ^® VO Hammertoe System, the DARCO ^® family of locked plating systems, the VALOR ^® ankle fusion nail system, and the Swanson line of toe joint replacement products. The PROstep™ Minimally Invasive Surgery System for Foot and Ankle was launched to limited users in the third quarter of 2017. Full commercial launch of PROstep™ Minimally Invasive Surgery System is planned for the third quarter of 2018. We also launched and plan to continue to launch during 2018 a number of line extensions to the SALVATION™ limb salvage portfolio. We expect demand for these new products during 2018.

Our biologic products use both biological tissue-based and synthetic materials to allow the body to regenerate damaged or diseased bone and to repair damaged or diseased soft tissue. The newest addition to our biologics product portfolio is AUGMENT ^® Bone Graft, which is based on recombinant human platelet-derived growth factor (rhPDGF-BB), a synthetic copy of one of the body’s principal healing agents. FDA approval of AUGMENT ^® Bone Graft in the United States for ankle and/or hindfoot fusion indications occurred during the third quarter of 2015. Prior to FDA approval, this product was available for sale in Canada for foot and ankle fusion indications and in Australia and New Zealand for hindfoot and ankle fusion indications. In June 2018, we received premarket approval (PMA) from the FDA for AUGMENT ^® Injectable Bone Graft. The AUGMENT ^® Bone Graft product line was acquired from BioMimetic in March 2013. Our other principal biologics products include the GRAFTJACKET ^® line of soft tissue repair and containment membranes, the ALLOMATRIX ^® line of injectable tissue-based bone graft substitutes, the PRO-DENSE ^® Injectable Graft, the OSTEOSET ^® synthetic bone graft substitute, and the PRO-STIM ^® Injectable Inductive Graft.

Significant Quarterly Business Developments. In June 2018, we received premarket approval from the FDA for AUGMENT ^® Injectable Bone Graft for the same clinical indications as AUGMENT ^® Bone Graft. AUGMENT ^® Injectable is a combination product consisting of recombinant human platelet derived growth factor (rhPDGF-BB) and a blend of Type I collagen and Beta tri-calcium phosphate, which provides a clinically proven and safe and effective alternative to autograft for use in hindfoot and ankle fusion in an easy to use flowable formulation.

In September 2015, the third insurance carrier in the policy year applicable to titanium modular neck fracture claims denied coverage under its $25 million excess liability policy despite full payout by the other carriers in that policy year. We strongly disputed the carrier's position and, in accordance with the dispute resolution provisions of the policy, initiated an arbitration proceeding in London, England seeking payment of these funds. The arbitration proceeding was completed on February 15, 2018 and, on April 11, 2018, the arbitration tribunal issued its ruling. Thereafter, we and the insurance carrier agreed to resolve the entire matter in exchange for a single lump sum payment by the carrier to us in the amount of $30.75 million, representing the full policy limits of $25 million plus an additional $5.75 million for legal costs and interest. We received payment of this sum from the carrier on May 8, 2018. This insurance recovery is reflected within our results of discontinued operations for the quarter ended July 1, 2018.

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On May 7, 2018, we amended and restated the ABL Credit Agreement to add a $40 million Term Loan Facility. The initial $20 million term loan tranche was funded at closing. We may at any time borrow the second $20 million term loan tranche, but will be required to do so no later than May 7, 2019 unless certain adjusted EBITDA targets are met; in which case, we will be permitted to extend the borrowing requirement for up to an additional two years. All borrowings under the Term Loan Facility are subject to the satisfaction of customary conditions, including the absence of default and the accuracy of representations and warranties in all material respects.

During June 2018, we issued $675 million of 2023 Notes and settled $400.9 million of 2020 Notes and received cash of $215.5 million, net of premium and interest paid on the 2020 Notes. We also paid $141.3 million for hedges associated with the 2023 Notes and received approximately $102.1 million for the issuance of warrants associated with the 2023 Notes. Finally, during June 2018, we wrote off a pro rata share of the 2020 unamortized debt discount and deferred financing fees which totaled $39.9 million .

Financial Highlights. Net sales increased 14.3% totaling $205.4 million in the second quarter of 2018 , compared to $179.7 million in the second quarter of 2017 , driven primarily by 14.0% growth in our U.S. net sales.

Our U.S. net sales increased $18.6 million , or 14.0% , in the second quarter of 2018 as compared to the second quarter of 2017 , driven by continued success of our PERFORM™ REVERSED Glenoid System, our SIMPLICITI ^® shoulder system, our INFINITY ^® total ankle replacement system, and our AUGMENT ^® Bone Graft product, along with increased sales in our core lower extremities business.

Our international net sales increased $7.1 million , or 15.1% , in the second quarter of 2018 as compared to the second quarter of 2017 , driven by 4.8% growth in our direct markets and a $2.5 million favorable impact from foreign currency exchange rates.

In the second quarter of 2018 , our net loss from continuing operations totaled $90.6 million , compared to a net loss from continuing operations of $21.0 million for the second quarter of 2017 . This increase in net loss from continuing operations was primarily driven by the following:


•	$79.3 million increase in other expense (income), net, primarily driven by the $39.9 million non-cash loss for the write-off of unamortized deferred financing fees and debt discount associated with the extinguishment of the 2020 Notes, as well as changes in the net mark-to-market adjustments on our derivative assets and liabilities; and


•	$2.3 million of incremental interest expense, primarily due to interest associated with borrowings under our asset-based line of credit and the new Term Loan Facility that was established during the quarter ended July 1, 2018 .

The unfavorable change in net loss from continuing operations was partially offset by:


•	$1.9 million decrease in transaction and transition expenses; and


•	improved profitability in our U.S. lower extremities and U.S. upper extremities businesses due to leveraging fixed expenses over increased net sales.

Opportunities and Challenges. We intend to continue to leverage the global strengths of our product brands as a pure-play extremities and biologics business. Additionally, we believe the highly complementary nature of our businesses gives us significant diversity and scale across a range of geographies and product categories. We believe our December 2017 acquisition of IMASCAP, a leader in the development of software-based solutions for preoperative planning of shoulder replacement surgery, ensures exclusive access to breakthrough software enabling technology and patents, including BLUEPRINT™, to further differentiate our product portfolio and to further accelerate growth opportunities in our global extremities business.

Since the Wright/Tornier merger and through the end of the quarter ended July 1, 2018 , we have completed the integration of our global sales force, co-located and consolidated into one ERP system in three of our top five international markets, transferred our U.S. upper extremities inventory into a hub network, and completed a substantial number of other integration activities, while incurring more cost synergies earlier and less sales dis-synergies than we originally anticipated. We believe we have excellent opportunities to improve efficiency and leverage our fixed costs going forward and capture cost synergies. We also believe we have significant opportunity with the recent and anticipated launch of new products, including AUGMENT ^® Injectable, and through driving BLUEPRINT™ adoption, strategic service at ambulatory surgery centers, and excellent and efficient service to our customers.

While our ultimate financial goal is to achieve sustained profitability, we anticipate continuing operating losses until we are able to grow our sales to a sufficient level to support our cost structure, including the inherent infrastructure costs of our industry. In the short term, we remain keenly focused on our revenue and cash initiatives.

Significant Industry Factors. Our industry is affected by numerous competitive, regulatory, and other significant factors. The growth of our business relies on our ability to continue to develop new products and innovative technologies, obtain regulatory clearance and maintain compliance for our products, protect the proprietary technology of our products and our manufacturing processes, manufacture our products cost-effectively, respond to competitive pressures specific to each of our geographic markets,

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including our ability to enforce non-compete agreements, and successfully market and distribute our products in a profitable manner. We, and the entire industry, are subject to extensive governmental regulation, primarily by the FDA. Failure to comply with regulatory requirements could have a material adverse effect on our business, operating results, and financial condition. We, as well as other participants in our industry, are subject to product liability claims, which could have a material adverse effect on our business, operating results, and financial condition.

Results of Operations

Comparison of the three months ended July 1, 2018 to the three months ended June 25, 2017

The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands) and as percentages of net sales:



	Three months ended
	July 1, 2018					June 25, 2017
	Amount			% of net sales		Amount			% of net sales
Net sales	$	205,400		100.0	%	$	179,693		100.0	%
Cost of sales ¹	45,558			22.2	%	38,122			21.2	%
Gross profit	159,842			77.8	%	141,571			78.8	%
Operating expenses:
Selling, general and administrative ¹	140,826			68.6	%	130,818			72.8	%
Research and development ¹	14,665			7.1	%	12,547			7.0	%
Amortization of intangible assets	6,009			2.9	%	6,999			3.9	%
Total operating expenses	161,500			78.6	%	150,364			83.7	%
Operating loss	(1,658		)	(0.8	)%	(8,793		)	(4.9	)%
Interest expense, net	20,678			10.1	%	18,339			10.2	%
Other expense (income), net	72,747			35.4	%	(6,557		)	(3.6	)%
Loss from continuing operations before income taxes	(95,083		)	(46.3	)%	(20,575		)	(11.5	)%
(Benefit) provision for income taxes	(4,462		)	(2.2	)%	385			0.2	%
Net loss from continuing operations	$	(90,621	)	(44.1	)%	$	(20,960	)	(11.7	)%
Income (loss) from discontinued operations, net of tax	22,923					(20,202		)
Net loss	$	(67,698	)			$	(41,162	)

__________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:



	Three months ended
	July 1, 2018		% of net sales		June 25, 2017		% of net sales
Cost of sales	$	146	0.1	%	$	132	0.1	%
Selling, general and administrative	5,437		2.6	%	4,323		2.4	%
Research and development	478		0.2	%	277		0.2	%

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The following tables set forth our net sales by product line for the U.S. and International for the periods indicated (in thousands) and the percentage of year-over-year change:



	Three months ended
	July 1, 2018		June 25, 2017		% change
U.S.
Lower extremities	$	59,464	$	54,348	9.4	%
Upper extremities	70,171		57,535		22.0	%
Biologics	20,234		19,273		5.0	%
Sports med & other	1,706		1,780		(4.2	)%
Total U.S.	$	151,575	$	132,936	14.0	%

International
Lower extremities	$	15,680	$	14,767	6.2	%
Upper extremities	29,137		22,987		26.8	%
Biologics	6,582		5,129		28.3	%
Sports med & other	2,426		3,874		(37.4	)%
Total International	$	53,825	$	46,757	15.1	%

Total net sales	$	205,400	$	179,693	14.3	%

Net sales

U.S. Sales. U.S. net sales totaled $151.6 million in the second quarter of 2018 , a 14.0% increase from $132.9 million in the second quarter of 2017 , primarily due to continued growth in our U.S. upper extremities business. U.S. sales represented approximately 73.8% of total net sales in the second quarter of 2018 , compared to 74.0% of total net sales in the second quarter of 2017 .

Our U.S. lower extremities net sales increased to $59.5 million in the second quarter of 2018 compared to $54.3 million in the second quarter of 2017 , representing growth of 9.4% . This growth was driven by a 14.5% net sales growth in our total ankle replacement products and net sales growth in our core lower extremities business primarily due to increased contributions from our expanded sales organization.

Our U.S. upper extremities net sales increased to $70.2 million in the second quarter of 2018 from $57.5 million in the second quarter of 2017 , representing growth of 22.0% . This growth was driven by demand for our innovative shoulder product portfolio, including continued success from our PERFORM™ Reversed Glenoid System and our SIMPLICITI ^® shoulder system.

Our U.S. biologics net sales totaled $20.2 million in the second quarter of 2018 , representing a 5.0% increase over the second quarter of 2017 . This increase was driven by net sales volume growth in both our core biologics products and AUGMENT ^® Bone Graft. We received FDA approval of AUGMENT ^® Injectable Bone Graft at the end of the second quarter of 2018.

International Sales. Net sales in our international regions totaled $53.8 million in the second quarter of 2018 compared to $46.8 million in the second quarter of 2017 . This 15.1% increase was due to growth in both our direct and distributor markets, as well as a $2.5 million favorable impact from foreign currency exchange rates (a 5 percent age point favorable impact to international sales growth rate).

Our international lower extremities net sales increased 6.2% to $15.7 million in the second quarter of 2018 from $14.8 million in the second quarter of 2017 . Sales increased primarily due to a $0.7 million favorable impact from foreign currency exchange rates (a 5 percent age point favorable impact to international lower extremities sales growth rate).

Our international upper extremities net sales increased 26.8% to $29.1 million in the second quarter of 2018 from $23.0 million in the second quarter of 2017 , which included a $1.6 million favorable impact from foreign currency exchange rates (a 7 percent age point favorable impact to international upper extremities sales growth rate). Sales increased by 13.1% in our direct markets in Europe and a combined 25.2% increase in our Canada, Australia and Japan direct markets.

Our international biologics net sales increased 28.3% to $6.6 million in the second quarter of 2018 from $5.1 million in the second quarter of 2017 , mostly driven by increased sales volumes to stocking distributors. This increase also included a $0.1 million favorable impact from foreign currency exchange rates (a 2 percent age point favorable impact to international biologics sales growth rate).

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Cost of sales

Our cost of sales totaled $45.6 million , or 22.2% of net sales, in the second quarter of 2018 , compared to $38.1 million , or 21.2% of net sales, in the second quarter of 2017 , reflecting an increase of 1 percent age point as a percentage of net sales. This increase was primarily driven by customer and product mix.

Selling, general and administrative

Our selling, general and administrative expenses totaled $140.8 million , or 68.6% of net sales, in the second quarter of 2018 , compared to $130.8 million , or 72.8% of net sales, in the second quarter of 2017 . Selling, general and administrative expenses as a percentage of net sales decreased 4 percent age points due to a decrease in spending on transition and transaction costs of $3.1 million , or 1.5% of net sales, from the second quarter 2017 and by leveraging fixed expenses in our U.S. businesses over increased net sales.

Research and development

Our research and development expense totaled $14.7 million in the second quarter of 2018 compared to $12.5 million in the second quarter of 2017 . Research and development costs remained relatively constant at approximately 7% of net sales. Our research and development expenses are estimated to range from 7% to 8% as a percentage of net sales in 2018.

Amortization of intangible assets

Charges associated with amortization of intangible assets totaled $6.0 million in the second quarter of 2018 , compared to $7.0 million in the second quarter of 2017 . Based on intangible assets held at July 1, 2018 , we expect amortization expense to be approximately $24.7 million for the full year of 2018 , $22.8 million in 2019 , $22.0 million in 2020 , $21.9 million in 2021 , and $21.8 million in 2022 .

Interest expense, net

Interest expense, net, totaled $20.7 million in the second quarter of 2018 and $18.3 million in the second quarter of 2017 . Our interest expense in the second quarter of 2018 related primarily to non-cash interest expense associated with the amortization of the discount on the 2021 Notes and 2020 Notes of $4.9 million and $7.1 million , respectively; amortization of deferred financing charges on the 2021 Notes, 2020 Notes, and our ABL Facility totaling $1.4 million; and cash interest expense totaling $7.0 million primarily associated with the 2021 Notes, 2020 Notes and borrowings under our asset-based line of credit and the new Term Loan Facility that was established during the quarter ended July 1, 2018 . Our interest expense in the second quarter of 2017 related primarily to non-cash interest expense associated with the amortization of the discount on the 2021 Notes and 2020 Notes of $4.5 million and $6.8 million , respectively, amortization of deferred financing charges on the 2021 Notes, 2020 Notes, 2017 Notes, and our ABL Facility totaling $1.2 million; and cash interest expense totaling $5.7 million primarily associated with the coupon on the 2021 Notes, 2020 Notes, 2017 Notes, and our ABL Facility.

Other expense (income), net

Other expense, net totaled $72.7 million in the second quarter of 2018 , compared to $6.6 million of other income, net in the second quarter of 2017 .

In the second quarter of 2018 , other expense, net, primarily consisted of:


•	a $39.9 million charge for the write-off of unamortized deferred financing fees and debt discount associated with the extinguishment of $400.9 million of the 2020 Notes and


•	a loss of $32.9 million for the net mark-to-market adjustments on our derivative assets and liabilities.

These charges were partially offset by an unrealized gain of $2.5 million for the mark-to-market adjustment on CVRs issued in connection with the BioMimetic acquisition.

In the second quarter of 2017 , other income, net primarily consisted of:


•	an unrealized gain of $3.9 million for the mark-to-market adjustment on CVRs issued in connection with the acquisition of BioMimetic; and


•	an unrealized gain of $4.3 million for the net mark-to-market adjustments on our derivative assets and liabilities.

(Benefit) provision for income taxes

We recorded a tax benefit from continuing operations of $4.5 million in the second quarter of 2018 , compared to a tax provision from continuing operations of $0.4 million in the second quarter of 2017 . The net tax benefit recorded in the second quarter of 2018 includes a benefit resulting from our ability to recognize a tax benefit on pre-tax losses in the U.S., to the extent of our earnings within discontinued operations in the U.S. for the six months ended July 1, 2018, the impact of the lower statutory tax rate in the U.S. of 21% and the ability to carryforward net operating losses indefinitely as enacted by the Tax Cuts and Jobs Act

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("2017 Tax Act") in December 2017, offset by tax provision for foreign currency gains and the result of net earnings in jurisdictions for which we do not have a valuation allowance. We are unable to recognize a tax benefit in jurisdictions where we are incurring losses (primarily the U.S.) due to the valuation allowance on our net deferred tax assets, except to the extent to which we recognize a gain within discontinued operations. Other provisions under the 2017 Tax Act include U.S. taxation on certain foreign earnings referred to as Global Intangible Low-Taxed Income and the Base Erosion Anti-Abuse Tax, both of which did not have an effect on our financial results due to the losses and valuation allowance in the U.S. During the second quarter of 2017 , the tax provision primarily related to the net earnings mix in jurisdictions for which we do not have a valuation allowance.

Further, we recognized the income tax effects of the 2017 Tax Act in our 2017 financial statements in accordance with Staff Accounting Bulletin No. 118 (SAB 118), which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the 2017 Tax Act was signed into law. We included the provisional amount pertaining to the one-time deemed repatriation charge in our 2017 financial statements and still conclude this is a reasonable estimate based on current guidance and interpretations. We did not identify any items for which the income tax effects of the 2017 Tax Act could not be reasonably estimated as of July 1, 2018 .

Income (loss) from discontinued operations, net of tax

Income (loss) from discontinued operations, net of tax, consists primarily of the costs associated with legal defense, income/loss associated with product liability insurance recoveries/denials, and changes to any contingent liabilities associated with the OrthoRecon business that was sold to MicroPort and, to a lesser degree, costs associated with the Large Joints business that was sold to Corin.

As described within Note 13 , in September 2015, the third insurance carrier in the policy year applicable to titanium modular neck fracture claims denied coverage under its $25 million excess liability policy despite full payout by the other carriers in that policy year. We strongly disputed the carrier's position and, in accordance with the dispute resolution provisions of the policy, initiated an arbitration proceeding in London, England seeking payment of these funds. The arbitration proceeding was completed on February 15, 2018 and, on April 11, 2018, the arbitration tribunal issued its ruling. Thereafter, we and the insurance carrier agreed to resolve the entire matter in exchange for a single lump sum payment by the carrier to us in the amount of $30.75 million, representing the full policy limits of $25 million plus an additional $5.75 million for legal costs and interest. We received payment of this sum from the carrier on May 8, 2018. This insurance recovery is reflected within our results of discontinued operations for the quarter ended July 1, 2018, which contributed to the $22.9 million in income from discontinued operations, net of tax for the second quarter of 2018, compared to a loss from discontinued operations, net of tax of $20.2 million for the second quarter of 2017.

See Note 4 and Note 13 to our condensed consolidated financial statements for further discussion regarding our discontinued operations and our retained contingent liabilities associated with the OrthoRecon business.

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Comparison of the six months ended July 1, 2018 to the six months ended June 25, 2017

The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands) and as percentages of net sales:



	Six months ended
	July 1, 2018					June 25, 2017
	Amount			% of net sales		Amount			% of net sales
Net sales	$	403,937		100.0	%	$	356,884		100.0	%
Cost of sales ¹	86,697			21.5	%	75,248			21.1	%
Gross profit	317,240			78.5	%	281,636			78.9	%
Operating expenses:
Selling, general and administrative ¹	278,074			68.8	%	260,652			73.0	%
Research and development ¹	28,564			7.1	%	24,979			7.0	%
Amortization of intangible assets	13,150			3.3	%	14,396			4.0	%
Total operating expenses	319,788			79.2	%	300,027			84.1	%
Operating loss	(2,548		)	(0.6	)%	(18,391		)	(5.2	)%
Interest expense, net	40,490			10.0	%	36,534			10.2	%
Other expense, net	71,747			17.8	%	1,418			0.4	%
Loss from continuing operations before income taxes	(114,785		)	(28.4	)%	(56,343		)	(15.8	)%
(Benefit) provision for income taxes	(4,257		)	(1.1	)%	1,324			0.4	%
Net loss from continuing operations	$	(110,528	)	(27.4	)%	$	(57,667	)	(16.2	)%
Income (loss) from discontinued operations, net of tax	17,316					(42,194		)
Net loss	$	(93,212	)			$	(99,861	)

__________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:



	Six months ended
	July 1, 2018		% of net sales		June 25, 2017		% of net sales
Cost of sales	$	311	0.1	%	$	251	0.1	%
Selling, general and administrative	9,959		2.5	%	7,979		2.2	%
Research and development	809		0.2	%	456		0.1	%

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The following tables set forth our net sales by product line for the U.S. and International for the periods indicated (in thousands) and the percentage of year-over-year change:



	Six months ended
	July 1, 2018		June 25, 2017		% change
U.S.
Lower extremities	$	116,287	$	109,809	5.9	%
Upper extremities	137,829		113,493		21.4	%
Biologics	38,399		37,907		1.3	%
Sports med & other	3,853		3,881		(0.7	)%
Total U.S.	$	296,368	$	265,090	11.8	%

International
Lower extremities	$	31,007	$	28,409	9.1	%
Upper extremities	58,731		45,409		29.3	%
Biologics	11,839		10,300		14.9	%
Sports med & other	5,992		7,676		(21.9	)%
Total International	$	107,569	$	91,794	17.2	%

Total net sales	$	403,937	$	356,884	13.2	%

Net sales

U.S. Sales. U.S. net sales totaled $296.4 million in the first six months of 2018 , an 11.8% increase from $265.1 million in the first six months of 2017 , primarily due to continued growth in our U.S. upper extremities business. U.S. sales represented approximately 73.4% of total net sales in the first six months of 2018 , compared to 74.3% of total net sales in the first six months of 2017 .

International Sales. International net sales totaled $107.6 million in the first six months of 2018 compared to $91.8 million in the first six months of 2017 . This 17.2% increase was primarily driven by a $7.6 million favorable impact from foreign currency exchange rates (an 8 percent age point favorable impact to sales growth rate) and a 5.7% increase in our direct markets.

Cost of sales

Our cost of sales as a percentage of net sales slightly increased to 21.5% in the first six months of 2018 compared to 21.1% in the first six months of 2017 . This increase was primarily driven by customer and product mix, partially offset by favorable manufacturing expenses.

Operating expenses

As a percentage of net sales, operating expenses decreased to 79.2% in the first six months of 2018 compared to 84.1% in the first six months of 2017 , reflecting a decrease of 5 percent age point as a percentage of net sales. This decrease was primarily the result of reduced spending on transition and transaction costs of $5.5 million , or 1.4% of net sales, and leveraging corporate and certain U.S. selling, general and administrative expenses over increased net sales.

(Benefit) provision for income taxes

We recorded an income tax benefit from continuing operations of $4.3 million in the first six months of 2018 , compared to a tax provision from continuing operations of $1.3 million in the first six months of 2017 . The tax benefit for the current year period includes a benefit recorded due to our ability to recognize a tax benefit on pre-tax losses in the U.S. as a result of the earnings within discontinued operations in the U.S. The remaining includes the impact of the lower statutory tax rate in the U.S. of 21% and the ability to carryforward net operating losses indefinitely as enacted by the 2017 Tax Act in December 2017, offset by tax provision for foreign currency gains and the result of net earnings in jurisdictions for which we do not have a valuation allowance. The tax provision for the prior year period is the result of net earnings in jurisdictions for which we do not have a valuation allowance.

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Income (loss) from discontinued operations, net of tax

As described earlier and within Note 13 , we received an insurance recovery payment of $30.75 million on May 8, 2018, which is reflected within our results of discontinued operations for the six months ended July 1, 2018 , and contributed to the $17.3 million in income from discontinued operations, net of tax for the first six months of 2018, compared to a loss from discontinued operations, net of tax of $42.2 million for the first six months of 2017 . See Note 4 and Note 13 to our condensed consolidated financial statements for further discussion regarding our discontinued operations and our retained contingent liabilities associated with the OrthoRecon business.

Reportable segments

The following tables set forth, for the periods indicated, net sales and operating income of our reportable segments expressed as dollar amounts (in thousands) and as a percentage of net sales:



	Three months ended July 1, 2018
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	80,402		$	71,173		$	53,825
Operating income (loss)	$	22,266		$	24,518		$	(1,506	)
Operating income (loss) as a percent of net sales	27.7		%	34.4		%	(2.8		)%



	Three months ended June 25, 2017
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	74,319		$	58,616		$	46,758
Operating income	$	17,657		$	18,879		$	886
Operating income as a percent of net sales	23.8		%	32.2		%	1.9		%



	Six months ended July 1, 2018
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	156,299		$	140,069		$	107,569
Operating income (loss)	$	41,724		$	48,672		$	(1,248	)
Operating income (loss) as a percent of net sales	26.7		%	34.7		%	(1.2		)%



	Six months ended June 25, 2017
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	149,313		$	115,777		$	91,794
Operating income	$	38,482		$	36,367		$	3,204
Operating income as a percent of net sales	25.8		%	31.4		%	3.5		%

Net sales of our U.S. lower extremities and biologics segment increased $6.1 million and $7.0 million in the three and six months ended July 1, 2018 , respectively, compared to the three and six months ended June 25, 2017 . Operating income of our U.S. lower extremities and biologics segment increased $4.6 million and $3.2 million for the three and six months ended July 1, 2018 , respectively, compared to the three and six months ended June 25, 2017 . These increases to both net sales and operating income were driven primarily by net sales growth from our total ankle replacement products and our core lower extremities business, as we were able to leverage fixed operating expenses by growing sales at a significantly higher rate than expenses.

Net sales of our U.S. upper extremities segment increased $12.6 million and $24.3 million in the three and six months ended July 1, 2018 , respectively, compared to the three and six months ended June 25, 2017 . Operating income of our U.S. upper extremities segment increased $5.6 million and $12.3 million in the three and six months ended July 1, 2018 , respectively, as compared to the three and six months ended June 25, 2017 . These increases to both net sales and operating income were primarily driven by net sales growth within our innovative shoulder product portfolio, including continued success of our PERFORM™ Reversed Glenoid

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System and the SIMPLICITI ^® shoulder system, as we were able to leverage fixed operating expenses by growing sales at a significantly higher rate than expenses.

Net sales of our International extremities and biologics segment increased $7.1 million and $15.8 million in the three and six months ended July 1, 2018 , respectively, compared to the three and six months ended June 25, 2017 , primarily due to increased sales growth in our direct markets and favorable impacts from foreign currency exchange rates. Operating income (loss) of our International extremities and biologics segment decreased $2.4 million and $4.5 million in the three and six months ended July 1, 2018 , respectively, compared to the three and six months ended June 25, 2017 , primarily driven by an unfavorable impact from foreign currency exchange rates, as well as increased investments in sales, marketing, and distribution employees during the latter portion of 2017.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, certain liquidity measures (in thousands):



	July 1, 2018		December 31, 2017
Cash and cash equivalents	$	313,214	$	167,740
Working capital	371,728		151,599

Operating Activities. Cash used in operating activities totaled $5.2 million and $10.8 million in the first six months of 2018 and 2017 , respectively. The decrease in cash used in operating activities in the first six months of 2018 was driven by improved cash profitability of continuing operations, as increased cash spending on previously agreed upon product liability settlements was mostly offset by insurance recoveries (see Note 13 to our condensed consolidated financial statements for further discussion of these liabilities and insurance recoveries) related to the former OrthoRecon business.

Investing Activities. Our capital expenditures totaled $29.7 million and $31.4 million in the first six months of 2018 and 2017 , respectively. Historically, our capital expenditures have consisted principally of surgical instrumentation, purchased manufacturing equipment, research and testing equipment, and computer systems. We expect to incur capital expenditures of approximately $50 million in 2018 .

Financing Activities. During the first six months of 2018 and 2017, cash provided by financing activities totaled $181.8 million , compared to $8.2 million in the first six months of 2017 . Cash provided by financing activities in the first six months of 2018 was primarily attributable to the net cash proceeds received from the 2023 Notes exchange. During June 2018, we issued $675 million of 2023 Notes, settled $400.9 million of 2020 Notes, and paid a premium of $55.6 million on the 2020 Notes. We also paid $141.3 million for hedges associated with the 2023 Notes and received approximately $102.1 million for the issuance of warrants associated with the 2023 Notes. Additionally, we received $5.7 million in cash from the issuance of ordinary shares in connection with option exercises. Other debt proceeds were primarily made up of the Term Loan Facility which were used to pay down a portion of the asset-based line of credit under the ABL Facility.

Cash provided by financing activities in the first six months of 2017 was primarily attributable to $19.7 million in cash received from the issuance of ordinary shares in connection with option exercises, partially offset by $9.4 million of net payments due to timing of the weekly lockbox repayment/re-borrowing arrangement underlying the ABL Facility.

Repatriation. We provide for tax liabilities in our condensed consolidated financial statements with respect to amounts that we expect to repatriate from subsidiaries (to the extent the repatriation would be subject to tax); however, no tax liabilities are recorded for amounts that we consider to be permanently reinvested. Our current plans do not foresee a need to repatriate funds that are designated as permanently reinvested in order to fund our operations or meet currently anticipated liquidity and capital investment needs.

Discontinued Operations. Cash flows from discontinued operations are combined with cash flows from continuing operations in the condensed consolidated statements of cash flows. Cash flows from discontinued operations include those related to both our former Large Joints and OrthoRecon businesses.

Cash used in operating activities by the OrthoRecon business totaled $23.6 million and $17.7 million for the six months ended July 1, 2018 and June 25, 2017 , respectively. Cash provided by operating activities from the Large Joints business totaled $2.5 million for the six months ended July 1, 2018 . Cash used in operating activities by the Large Joints business totaled $1.3 million for the six months ended June 25, 2017 .

We expect cash outflows resulting from product liabilities during the remainder of 2018 and 2019, associated with the metal-on-metal settlements, net of insurance recoveries. We do not expect that the future cash outflows from discontinued operations, including the payment of these retained liabilities of the OrthoRecon business, will have an impact on our ability to meet contractual cash obligations and fund our working capital requirements, operations, and anticipated capital expenditures.

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Contractual Cash Obligations. As of July 1, 2018 , there were no material changes to our contractual cash obligations and commercial commitments as disclosed in in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Contractual Cash Obligations " of our Annual Report on Form 10-K for the year ended December 31, 2017 , except for the new 2023 Notes and new Term Loan Facility, as described in Note 9 .

Other Liquidity Information. We have historically funded our cash needs through various equity and debt issuances, more recently borrowings under our ABL Facility, and through cash flow from operations.

In June 2018, WMG issued $675 million aggregate principal amount of the 2023 Notes, which, after consideration of the exchange of approximately $400.9 million principal amount of the 2020 Notes, generated proceeds of approximately $215.5 million net of premium and interest paid. We also paid $141.3 million for hedges associated with the 2023 Notes and received approximately $102.1 million for the issuance of warrants associated with the 2023 Notes.

On December 23, 2016, we, together with WMG and certain of our other wholly-owned U.S. subsidiaries, entered into a Credit, Security and Guaranty Agreement (ABL Credit Agreement) with Midcap Financial Trust, as administrative agent (Agent) and a lender and the additional lenders from time to time party thereto. The ABL Credit Agreement provides for a $150 million senior secured asset-based line of credit, subject to the satisfaction of a borrowing base requirement (ABL Facility). The ABL Facility may be increased by up to $100 million upon our request, subject to the consent of the Agent and each of the other lenders providing such increase and the satisfaction of customary conditions. We are required to maintain net revenue at or above specified minimum levels, to maintain liquidity in the United States above a specified level and to comply with other covenants under the ABL Credit Agreement. We are in compliance with all covenants as of July 1, 2018 . As of July 1, 2018 , we had $32.5 million in borrowings outstanding under the ABL Facility and $117.5 million in unused availability under the ABL Facility. As of December 31, 2017 , we had $53.6 million in borrowings outstanding under the ABL Facility and $96.4 million in unused availability under the ABL Facility.

On May 7, 2018, we amended and restated the ABL Credit Agreement to add a $40 million Term Loan Facility. The initial $20 million term loan tranche was funded at closing. The Borrowers may at any time borrow the second $20 million term loan tranche, but will be required to do so no later than May 7, 2019 unless certain adjusted EBITDA targets are met; in which case, the Borrowers will be permitted to extend the borrowing requirement for up to an additional two years. All borrowings under the Term Loan Facility are subject to the satisfaction of customary conditions, including the absence of default and the accuracy of representations and warranties in all material respects.

On November 1, 2016, WMT entered into a MSA with Court-appointed attorneys representing plaintiffs in the metal-on-metal hip replacement product liability litigation pending before the MDL and the JCCP. Under the terms of the MSA, the parties agreed to settle 1,292 specifically identified claims associated with CONSERVE ^®, DYNASTY ^® and LINEAGE ^® products that meet the eligibility requirements of the MSA and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a settlement amount of $240 million.

On October 3, 2017, WMT entered into two settlement agreements (collectively, the Second Settlement Agreements) with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP. Under the terms of the Second Settlement Agreements, the parties agreed to settle 629 specifically identified CONSERVE ^® , DYNASTY ^® and LINEAGE ^® claims that meet the eligibility requirements of the Second Settlement Agreements and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a maximum settlement amount of $89.75 million. The comprehensive settlement amount is contingent on WMT’s recovery of new insurance payments totaling at least $35 million from applicable insurance carriers by December 31, 2017. On March 29, 2018, WMT entered into a Third Amendment to the Third Settlement Agreement which eliminates the contingency and gives WMT the option, by September 30, 2018, to either pay or make available for payment the then outstanding deficit on the insurance contingency or transfer to eligible claimants WMT’s claims against the insurance carriers with whom WMT has not settled, and pay or make available for payment such insurance deficit in March 2019, subject to the right to recover these funds from any plaintiff recoveries from carriers plus ten percent interest, plus an additional $5 million in costs, in each case after recovery by plaintiffs’ counsel of costs and fees. In connection with such transfer agreement, WMT would also enter into a stipulated judgment in the amount of $541 million, which judgment would not be recoverable against WMT or its affiliates. To date, certain of the insurance carriers have contributed $21.9 million of funds applicable against the $35 million contingency, leaving a $13.1 million deficit as of July 1, 2018.

As of July 1, 2018 , our accrual for metal-on-metal claims totaled $121.1 million , of which $71.5 million is included in our condensed consolidated balance sheet within “Accrued expenses and other current liabilities” and $49.6 million is included within “Other liabilities.” As of December 31, 2017, our accrual for metal-on-metal claims totaled $177.5 million, of which $127.4 million is included in our condensed consolidated balance sheet within “Accrued expenses and other current liabilities” and $50.1 million is included within “Other liabilities.” See Note 13 to our condensed consolidated financial statements for additional discussion regarding the MSA and Second Settlement Agreements and our accrual methodologies for the metal-on-metal hip replacement product liability claims.

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In September 2015, the third insurance carrier in the policy year applicable to titanium modular neck fracture claims denied coverage under its $25 million excess liability policy despite full payout by the other carriers in that policy year. The company disputed the carrier's position and, in accordance with the dispute resolution provisions of the policy, initiated an arbitration proceeding in London. The arbitration proceeding was completed on February 15, 2018 and, on April 11, 2018, the arbitration tribunal issued its ruling. Thereafter, we and the insurance carrier agreed to resolve the entire matter in exchange for a single lump sum payment by the carrier to us in the amount of $30.75 million, representing the full policy limits of $25 million plus an additional $5.75 million for costs and interest. We received payment of this sum from the carrier on May 8, 2018. This insurance recovery is reflected within our results of discontinued operations for the quarter ended July 1, 2018.

Although it is difficult for us to predict our future liquidity requirements, we believe that our cash and cash equivalents of approximately $313.2 million , the $117.5 million in availability under the ABL Facility and the additional $20 million of term loan capacity, as of July 1, 2018 , will be sufficient for at least the next 12 months to fund our working capital requirements and operations, permit anticipated capital expenditures during the remainder of 2018, pay retained metal-on-metal product and other liabilities of the OrthoRecon business, including without limitation amounts under the MSA and Second Settlement Agreements, fund contingent considerations including without limitation the up to $42 million CVR milestone payment, and meet our anticipated contractual cash obligations in 2018.

In-process research and development. I n connection with the BioMimetic acquisition, we acquired in-process research and development (IPRD) technology related to projects that had not yet reached technological feasibility as of the acquisition date, which included AUGMENT ^® Injectable Bone Graft. The acquisition-date fair value of the IPRD technology was $27.1 million for AUGMENT ^® Injectable Bone Graft. The fair value of the IPRD technology was reduced to $0 as of December 31, 2014, which reflects the impairment charges recognized in 2013 after receipt of the not approvable letter from the FDA in response to a pre-market approval (PMA) application for AUGMENT ^® Bone Graft for use as an alternative to autograft in hindfoot and ankle fusion procedures. In September 2015, we received premarket approval from the FDA for AUGMENT ^® Bone Graft, and in June 2018, we received premarket approval from the FDA for AUGMENT ^® Injectable Bone Graft.

I n connection with the Wright/Tornier merger, we acquired IPRD technology related to three projects that had not yet reached technological feasibility as of the merger date. These projects included PerFORM Rev/Rev+, AEQUALIS ^® Adjustable Reversed Ext (AARE) (re-branded in 2016 to AEQUALIS ^® Flex Revive), and PerFORM+ that were assigned fair values of $14.5 million, $2.1 million, and $0.4 million, respectively, on the acquisition date. During 2016, we received FDA clearance of PerFORM Rev/Rev+ and PerFORM+.

In connection with the IMASCAP acquisition, we acquired IPRD technology related to a patient specific implant system that had not yet reached technological feasibility as of the acquisition date. This project was assigned a fair value of $5.3 million on the acquisition date.

The current IPRD projects we acquired in our IMASCAP acquisition, BioMimetic acquisition, and the Wright/Tornier merger are as follows:

•

The patient specific implant is a reverse shoulder replacement implant having glenoid or glenoid and humeral implant components. We have an anticipated first clinical use in 2020 and launch in the first half of 2021. Project cost to complete is estimated to be less than $2 million. However, the risks and uncertainties associated with completion are dependent upon testing validations and FDA and CE mark clearance.

•

AEQUALIS ^® Adjustable Reversed Ext (AARE) (re-branded in 2016 to AEQUALIS ^® Flex Revive) will ultimately be our second-generation revision product, with an improved implant that is convertible and addresses more indications, and a more comprehensive instrument set that includes universal extraction instrumentation to address the entire revision procedure, not just the final implant. The instruments and implants for the new revision system are currently in design phase. We have an anticipated first clinical use in 2018 and launch in the first half of 2019. Project cost to complete is estimated to be less than $1 million. However, the risks and uncertainties associated with completion are dependent upon testing validations and FDA clearance.

Critical Accounting Policies and Estimates

Information on judgments related to our most critical accounting policies and estimates is discussed in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates " of our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 27, 2018 . Certain of our more critical accounting estimates require the application of significant judgment by management in selecting the appropriate assumptions in determining the estimate. By their nature, these judgments are subject to an inherent degree of uncertainty. We develop these judgments based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results may differ from these judgments under different assumptions or conditions. Different, reasonable estimates could have been used for the current period. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. Both of

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these factors could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

There have been no material changes to our critical accounting policies and estimates discussed in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates " of our Annual Report on Form 10-K for the year ended December 31, 2017 .

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 2 to our condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

Our exposure to interest rate risk arises principally from variable interest rates applicable to borrowings under our ABL Facility and the interest rates associated with our invested cash balances.

Borrowings under our ABL Facility bear interest at variable rates. The interest rate margin applicable to borrowings under the ABL Facility is, at the option of the Borrowers, equal to either (a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans, subject to a 0.75% LIBOR floor. As of July 1, 2018 , we had $32.5 million of borrowings under our ABL Facility. Based upon this debt level, and the LIBOR floor on our interest rate, a 100 basis point increase in the annual interest rate on such borrowings would have an immaterial impact on our interest expense on an annual basis.

On July 1, 2018 , we had invested cash and cash equivalents of approximately $313.2 million . We believe that a 10 basis point change in interest rates is reasonably possible in the near term. Based on our current level of investment, an increase or decrease of 10 basis points in interest rates would have an annual impact of approximately $0.3 million to our interest income.

As of July 1, 2018 , we had outstanding an aggregate of $186.6 million , $395 million , and $675 million , principal amount of our 2020 Notes, 2021 Notes, and 2023 Notes, respectively. Additionally, we had $20 million principal outstanding under our Term Loan Facility. We carry these instruments at face value less unamortized discount and unamortized debt issuance costs on our condensed consolidated balance sheets. Since these instruments bear interest at a fixed rate, we have no financial statement risk associated with changes in interest rates. However, the fair value of the 2020 Notes, 2021 Notes, and 2023 Notes fluctuates when interest rates change, and when the market price of our ordinary shares fluctuates. We do not carry the 2020 Notes, 2021 Notes or 2023 Notes at fair value, but present the fair value of the principal amount of our 2020 Notes, 2021 Notes and 2023 Notes for disclosure purposes.

Equity Price Risk

On June 28, 2018, we issued $675 million aggregate principal amount of the 2023 Notes. The holders of the 2023 Notes may convert their 2023 Notes into cash upon the satisfaction of certain circumstances as described in Note 9 . The conversion and settlement provisions of the 2023 Notes are based on the price of our ordinary shares at conversion or at maturity of the notes. In addition, the hedges and warrants associated with these convertible notes also include settlement provisions that are based on the price of our ordinary shares. The amount of cash we may be required to pay, or the number of shares we may be required to provide to note holders at conversion or maturity of these notes, is determined by the price of our ordinary shares. The amount of cash that we may receive from hedge counterparties in connection with the related hedges and the number of shares that we may be required to provide warrant counterparties in connection with the related warrants are also determined by the price of our ordinary shares.

Upon the expiration of our warrants issued in connection with the 2023 Notes, we will issue ordinary shares to the purchasers of the warrants to the extent the price of our ordinary shares exceeds the warrant strike price of $40.86 at that time. The following table shows the number of shares that we would issue to warrant counterparties at expiration of the warrants assuming various closing prices of our ordinary shares on the date of warrant expiration:



Share price		Shares (in thousands)
$44.95	(10% greater than strike price)	1,839
$49.03	(20% greater than strike price)	3,371
$53.12	(30% greater than strike price)	4,668
$57.20	(40% greater than strike price)	5,780
$61.29	(50% greater than strike price)	6,743

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The fair value of the 2023 Notes Conversion Derivative and the 2023 Notes Hedge is directly impacted by the price of our ordinary shares. We entered into the 2023 Notes Hedges in connection with the issuance of the 2023 Notes with the option counterparties. The 2023 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2023 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The following table presents the fair values of the 2023 Notes Conversion Derivative and 2023 Notes Hedge as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price		Fair value of security as of July 1, 2018		Fair value of security given a 10% increase in share price
2023 Notes Hedges (Asset)	$	96,481	$	124,973	$	156,012
2023 Notes Conversion Derivative (Liability)	$	94,213	$	125,863	$	160,968

On May 20, 2016, we issued $395 million aggregate principal amount of the 2021 Notes. The holders of the 2021 Notes may convert their 2021 Notes into cash upon the satisfaction of certain circumstances as described in Note 9 . The conversion and settlement provisions of the 2021 Notes are based on the price of our ordinary shares at conversion or at maturity of the notes. In addition, the hedges and warrants associated with these convertible notes also include settlement provisions that are based on the price of our ordinary shares. The amount of cash we may be required to pay, or the number of shares we may be required to provide to note holders at conversion or maturity of these notes, is determined by the price of our ordinary shares. The amount of cash that we may receive from hedge counterparties in connection with the related hedges and the number of shares that we may be required to provide warrant counterparties in connection with the related warrants are also determined by the price of our ordinary shares.

Upon the expiration of our warrants issued in connection with the 2021 Notes, we will issue ordinary shares to the purchasers of the warrants to the extent the price of our ordinary shares exceeds the warrant strike price of $30.00 at that time. The following table shows the number of shares that we would issue to warrant counterparties at expiration of the warrants assuming various closing prices of our ordinary shares on the date of warrant expiration:



Share price		Shares (in thousands)
$33.00	(10% greater than strike price)	1,681
$36.00	(20% greater than strike price)	3,082
$39.00	(30% greater than strike price)	4,268
$42.00	(40% greater than strike price)	5,284
$45.00	(50% greater than strike price)	6,164

The fair value of the 2021 Notes Conversion Derivative and the 2021 Notes Hedge is directly impacted by the price of our ordinary shares. We entered into the 2021 Notes Hedges in connection with the issuance of the 2021 Notes with the option counterparties. The 2021 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The following table presents the fair values of the 2021 Notes Conversion Derivative and 2021 Notes Hedge as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price	Fair value of security as of July 1, 2018	Fair value of security given a 10% increase in share price
2021 Notes Hedges (Asset)	$140,450	$176,328	$214,214
2021 Notes Conversion Derivative (Liability)	$136,505	$175,641	$216,982

On February 13, 2015, WMG issued $632.5 million of the 2020 Notes. A portion of the 2020 Notes was exchanged in conjunction with both the 2021 Notes and the 2023 Notes. As of July 1, 2018, $186.6 million was outstanding on the 2020 Notes. The holders of the 2020 Notes may convert their 2020 Notes into cash upon the satisfaction of certain circumstances as described in Note 9 . The conversion and settlement provisions of the 2020 Notes are based on the price of our ordinary shares at conversion or at maturity of the notes. In addition, the hedges and warrants associated with these convertible notes also include settlement provisions that are based on the price of our ordinary shares. The amount of cash we may be required to pay, or the number of shares we may

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be required to provide to note holders at conversion or maturity of these notes, is determined by the price of our ordinary shares. The amount of cash that we may receive from hedge counterparties in connection with the related hedges and the number of shares that we may be required to provide warrant counterparties in connection with the related warrants are also determined by the price of our ordinary shares.

Upon the expiration of our warrants associated with the 2020 Notes, we will issue ordinary shares to the purchasers of the warrants to the extent the price of our ordinary shares exceeds the warrant strike price at that time. On November 24, 2015, Wright Medical Group N.V. assumed WMG's obligations pursuant to the warrants, and the strike price of the warrants was adjusted from $40.00 to $38.8010 per ordinary share. The following table shows the number of shares that we would issue to warrant counterparties at expiration of the warrants assuming various closing prices of our ordinary shares on the date of warrant expiration:



Share price		Shares (in thousands)
$42.68	(10% greater than strike price)	566
$46.56	(20% greater than strike price)	1,039
$50.44	(30% greater than strike price)	1,438
$54.32	(40% greater than strike price)	1,780
$58.20	(50% greater than strike price)	2,077

The fair value of the 2020 Notes Conversion Derivative and the 2020 Notes Hedge is directly impacted by the price of our ordinary shares. We entered into the 2020 Notes Hedges in connection with the issuance of the 2020 Notes with the option counterparties. In conjunction with the issuance of the 2021 Notes, a portion of the 2020 Notes Conversion Derivative and the 2020 Notes Hedge were settled. In conjunction with the issuance of the 2023 Notes, a portion of the 2020 Notes Conversion Derivative was settled, and we agreed to settle a portion of the 2020 Notes Hedge as described in Note 6 . The unsettled 2020 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2020 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The following table presents the fair values of the 2020 Notes Conversion Derivative and 2020 Notes Hedge as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price	Fair value of security as of July 1, 2018	Fair value of security given a 10% increase in share price
2020 Notes Hedges (Asset)	$11,983	$18,807	$27,236
2020 Notes Conversion Derivative (Liability)	$11,829	$18,571	$27,159

Foreign Currency Exchange Rate Fluctuations

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies could adversely affect our financial results. Approximately 23% and 24% of our net sales from continuing operations were denominated in foreign currencies during the three and six months ended July 1, 2018 , respectively, and we expect that foreign currencies will continue to represent a similarly significant percentage of our net sales in the future. The cost of sales related to these sales is primarily denominated in U.S. dollars; however, operating costs related to these sales are largely denominated in the same respective currencies, thereby partially limiting our transaction risk exposure. For sales not denominated in U.S. dollars, an increase in the rate at which a foreign currency is exchanged for U.S. dollars will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases, if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and our competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our prices not being competitive in a market where business is transacted in the local currency.

For three and six months ended July 1, 2018 , approximately 90% of our net sales denominated in foreign currencies were derived from European Union countries, which are denominated in the Euro; from the United Kingdom, which are denominated in the British pound; from Australia which are denominated in Australian dollar; and from Canada, which are denominated in the Canadian dollar. Additionally, we have significant intercompany receivables, payables, and debt from our foreign subsidiaries that are denominated in foreign currencies, principally the Euro, the Japanese yen, the British pound, the Australian dollar, and the Canadian dollar. Our principal exchange rate risk, therefore, exists between the U.S. dollar and the Euro, British pound, Australian dollar, and the Canadian dollar. Fluctuations from the beginning to the end of any given reporting period result in the revaluation of our foreign currency-denominated intercompany receivables, payables, and debt generating currency translation gains or losses that impact our non-operating income and expense levels in the respective period.

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As discussed in Note 6 to the condensed consolidated financial statements, during 2017, we entered into certain short-term derivative financial instruments in the form of foreign currency forward contracts. These forward contracts were designed to mitigate our exposure to currency fluctuations in our intercompany balances denominated currently in Euros, British pounds, and Canadian dollars. Any change in the fair value of these forward contracts as a result of a fluctuation in a currency exchange rate was expected to be offset by a change in the value of the intercompany balance. These contracts were effectively closed at the end of each reporting period. We discontinued our foreign currency forward contracts derivative program in 2018.

A uniform 10% strengthening in the value of the U.S. dollar relative to the currencies in which our transactions are denominated would have resulted in an increase in operating income of approximately $0.4 million and $0.9 million for the three and six months ended July 1, 2018 , respectively. This hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. This sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices, which can also be affected by the change in exchange rates.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Our disclosure controls and procedures are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our principal executive officer and principal financial officer by others within our organization. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of July 1, 2018 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of July 1, 2018 .

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended July 1, 2018 , there were no changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we or our subsidiaries are subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of our business and some of which involve claims for damages that are substantial in amount. These actions and proceedings may relate to, among other things, product liability, intellectual property, distributor, commercial, and other matters. These actions and proceedings could result in losses, including damages, fines, or penalties, any of which could be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them, are vigorously defending all of them, and do not believe any of them will have a material adverse effect on our financial position. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid.

The actions and proceedings described in this section relate primarily to WMT, an indirect subsidiary of Wright Medical Group N.V., and are not necessarily applicable to Wright Medical Group N.V. or other affiliated entities. Maintaining separate legal entities within our corporate structure is intended to ring-fence liabilities. We believe our ring-fenced structure should preclude corporate veil-piercing efforts against entities whose assets are not associated with particular claims.

Governmental Inquiries

Patent Litigation

On September 23, 2014, Spineology filed a patent infringement lawsuit, Case No. 0:14-cv-03767, in the U.S. District Court in Minnesota, alleging that our X-REAM ^® bone reamer infringes U.S. Patent No. RE42,757 entitled “EXPANDABLE REAMER.” In January 2015, on the deadline for service of its complaint, Spineology dismissed its complaint without prejudice and filed a new, identical complaint. We filed an answer to the new complaint with the Court on April 27, 2015. The Court conducted a Markman hearing on March 23, 2016. Mediation was held on August 11, 2016, but no agreement could be reached. The Court issued a Markman decision on August 30, 2016, in which it found all asserted product claims invalid as indefinite under applicable patent laws and construed several additional claim terms. The parties completed fact and expert discovery with respect to the remaining asserted method claims. We filed a motion for summary judgment of non-infringement of the remaining asserted patent claims and motions to exclude testimony from Spineology’s technical and damages experts. Spineology filed a motion for summary judgment of infringement. On July 25, 2017, the Court granted our motion for summary judgment of non-infringement; denied Spineology’s motion for summary judgment of infringement; and denied all remaining motions as moot. The Court also entered judgment in our favor and against Spineology on all issues. Spineology appealed the judgment to the U.S. Court of Appeals for the Federal Circuit and we are awaiting oral argument. On July 6, 2018, the Court of Appeals affirmed the judgment of non-infringement in our favor and directed the District Court to enter judgment of non-infringement as to all of Spineology’s asserted patent claims.

On September 13, 2016, we filed a civil action, Case No. 2:16-cv-02737-JPM, against Spineology in the U.S. District Court for the Western District of Tennessee alleging breach of contract, breach of implied warranty against infringement, and seeking a judicial declaration of indemnification from Spineology for patent infringement claims brought against us stemming from our sale and/or use of certain expandable reamers purchased from Spineology. Spineology filed a motion to dismiss on October 17, 2016, but withdrew the motion on November 28, 2016. On December 7, 2016, Spineology filed an answer to our complaint and counterclaims, including counterclaims relating to a 2004 non-disclosure agreement between Spineology and WMT. On December 28, 2016, we filed a motion to dismiss the counterclaims relating to that 2004 agreement. On January 4, 2017, Spineology filed a motion for summary judgment on certain claims set forth in our complaint. We opposed that motion. On January 27, 2017, we filed a motion for summary judgment on certain issues pertaining to our indemnification claims. Spineology opposed that motion. On July 7, 2017, the Court extended the deadlines for completing discovery until after it ruled on those pending motions. On August 29, 2017, the Court ruled on the motions to dismiss and for summary judgment. In view of that decision, on September 22, 2017, the parties stipulated, and the Court entered, a judgment that effectively ended the case in a draw. We appealed the judgment as to our claims against Spineology to the U.S. Court of Appeals for the Sixth Circuit and oral argument occurred on August 2, 2018. Spineology did not appeal the District Court’s dismissal of its contract counterclaim.

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Product Liability

We have been named as a defendant, in some cases with multiple other defendants, in lawsuits in which it is alleged that as yet unspecified defects in the design, manufacture, or labeling of certain metal-on-metal hip replacement products rendered the products defective. The lawsuits generally employ similar allegations that use of the products resulted in excessive metal ions and particulate in the patients into whom the devices were implanted, in most cases resulting in revision surgery (collectively, the CONSERVE ^® Claims) and generally seek monetary damages. We anticipate that additional lawsuits relating to metal-on-metal hip replacement products may be brought.

Because of the similar nature of the allegations made by several plaintiffs whose cases were pending in federal courts, upon motion of one plaintiff, Danny L. James, Sr., the United States Judicial Panel on Multidistrict Litigation on February 8, 2012 transferred certain actions pending in the federal court system related to metal-on-metal hip replacement products to the United States District Court for the Northern District of Georgia, for consolidated pre-trial management of the cases before a single United States District Court Judge (the MDL). The consolidated matter is known as In re: Wright Medical Technology, Inc. Conserve Hip Implant Products Liability Litigation .

Certain plaintiffs have elected to file their lawsuits in state courts in California. In doing so, most of those plaintiffs have named a surgeon involved in the design of the allegedly defective products as a defendant in the actions, along with his personal corporation. Pursuant to contractual obligations, we have agreed to indemnify and defend the surgeon in those actions. Similar to the MDL proceeding in federal court, because the lawsuits generally employ similar allegations, certain of those pending lawsuits in California were consolidated for pre-trial handling on May 14, 2012 pursuant to procedures of California State Judicial Counsel Coordinated Proceedings (the JCCP). The consolidated matter is known as In re: Wright Hip Systems Cases, Judicial Counsel Coordination Proceeding No. 4710 . Pursuant to previously disclosed settlement agreements with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP described below, the MDL and JCCP were closed to new cases effective October 18, 2017 and October 31, 2017, respectively.

On November 1, 2016, WMT entered into the MSA with Court-appointed attorneys representing plaintiffs in the MDL and JCCP. Under the terms of the MSA, the parties agreed to settle 1,292 specifically identified CONSERVE ^® , DYNASTY ^® and LINEAGE ^® claims that meet the eligibility requirements of the MSA and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a settlement amount of $240 million. Due to apparent demand from additional claimants excluded from settlement because of the 1,292 claims ceiling, but otherwise eligible for participation, on May 5, 2017, WMT agreed to settle an additional 53 such claims, on terms substantially identical to the MSA settlement terms, for a maximum additional settlement amount of $9.4 million.

On October 3, 2017, WMT entered into the Second Settlement Agreements with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP. Under the terms of the Second Settlement Agreements, the parties agreed to settle 629 specifically identified CONSERVE ^® , DYNASTY ^® and LINEAGE ^® claims that meet the eligibility requirements of the Second Settlement Agreements and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a maximum settlement amount of $89.75 million. The comprehensive settlement amount was contingent on WMT’s recovery of new insurance proceeds totaling at least $35 million from applicable insurance carriers by December 31, 2017. On December 29, 2017, WMT entered into a First Amendment to the Third Settlement Agreement pursuant to which the deadline for the recovery of new insurance proceeds totaling at least $35 million from applicable insurance carriers was extended through February 28, 2018 and, on February 23, 2018, WMT entered into a Second Amendment to the Third Settlement Agreement pursuant to which the deadline was extended through March 30, 2018. On March 29, 2018, WMT entered into a Third Amendment to the Third Settlement Agreement which eliminates the contingency and gives WMT the option, by September 30, 2018, to either pay or make available for payment the then outstanding deficit on the insurance contingency or transfer to eligible claimants WMT’s claims against the insurance carriers with whom WMT has not settled, and pay or make available for payment such insurance deficit in

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March 2019, subject to the right to recover these funds from any plaintiff recoveries from carriers plus ten percent interest, plus an additional $5 million in costs, in each case after recovery by plaintiffs’ counsel of costs and fees. In connection with such transfer agreement, WMT would also enter into a stipulated judgment in the amount of $541 million, which judgment would not be recoverable against WMT or its affiliates. To date, certain of the insurance carriers have contributed $21.9 million of funds applicable against the $35 million contingency, leaving a $13.1 million deficit as of July 1, 2018.

The first state court metal-on-metal hip trial not part of the MDL or JCCP, Donald Deline v. Wright Medical Technology, Inc., et al , commenced on October 24, 2016 in the Circuit Court of St. Louis County, Missouri. On November 3, 2016, the jury returned a verdict in our favor. The plaintiff appealed, and the appellate court heard oral argument on November 8, 2017. On February 20, 2018, the Missouri Court of Appeals, Eastern District, denied the plaintiff’s appeal and upheld the verdict of the trial court. The plaintiff’s time for seeking any further relief from the verdict has lapsed and this matter is closed.

We have received claims for personal injury against us associated with fractures of our PROFEMUR ^® titanium modular neck product (Titanium Modular Neck Claims). As of July 1, 2018, there were approximately 20 unresolved pending U.S. lawsuits and approximately 56 unresolved pending non-U.S. lawsuits alleging such claims. These lawsuits generally seek monetary damages.

In June 2015, a jury returned a $4.4 million verdict against us in a case involving a fractured hip implant stem sold prior to the MicroPort closing. This was a one-of-a-kind case unrelated to the modular neck fracture cases we have previously reported. There are no other cases pending related to this component, nor are we aware of other instances where this component has fractured. The case, Alan Warner et al. vs. Wright Medical Technology, Inc. et al., case no. BC 475958 , which was filed on December 27, 2011, was tried in the Superior Court of the State of California for the County of Los Angeles, Central District. In September 2015, the trial judge reduced the jury verdict to $1.025 million and indicated that if the plaintiff did not accept the reduced award he would schedule a new trial solely on the issue of damages. The plaintiff elected not to accept the reduced damage award, and both parties appealed. On November 14, 2017, our primary insurance carrier agreed to defend and indemnify us in connection with this lawsuit under a reservation of rights. On January 9, 2018, the California appellate court heard oral argument on the parties’ cross-appeals. On March 6, 2018, the appellate court rejected our appeal and granted plaintiff’s, reinstating the original jury award of $4.4 million, plus interest. Our primary insurance carrier has directly paid this amount in full and the case was dismissed with prejudice on May 1, 2018.

Insurance Litigation

On June 10, 2014, St. Paul Surplus Lines Insurance Company (Travelers), which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in the Chancery Court of Shelby County, Tennessee naming us and certain of our other insurance carriers as defendants and asking the Court to rule on the rights and responsibilities of the parties with regard to the CONSERVE ^® Claims. This case is known as St. Paul Surplus Lines Insurance Company v. Wright Medical Group, Inc., et al. Among other things, Travelers appeared to dispute our contention that the CONSERVE ^® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage. Travelers further sought a determination as to the applicable policy period triggered by the alleged single occurrence. On June 17, 2014, we filed a separate lawsuit in the Superior Court of the State of California, County of San Francisco for declaratory judgment against certain carriers and breach of contract against the primary carrier and moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. This case is known as Wright Medical Group, Inc. et al. v. Federal Insurance Company, et al. On September 9, 2014, the California Court granted Travelers' motion to stay our California action

On October 28, 2016, WMT and WMG entered into a Settlement Agreement, Indemnity and Hold Harmless Agreement and Policy Buyback Agreement (Insurance Settlement Agreement) with a subgroup of three insurance carriers, namely Columbia, Travelers and AXIS Surplus Lines Insurance Company (collectively, the Three Settling Insurers), pursuant to which the Three Settling Insurers paid WMT an aggregate of $60 million (in addition to $10 million previously paid by Columbia) in a lump sum. This amount is in full satisfaction of all potential liability of the Three Settling Insurers relating to metal-on-metal hip and similar metal ion release claims, including but not limited to all claims in the MDL and the JCCP, and all claims asserted by WMT against the Three Settling Insurers in the Tennessee action described above. The amount due under the Insurance Settlement Agreement was paid in the fourth quarter of 2016 and the Three Settling Insurers have been dismissed from the Tennessee action.

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On February 22, 2018, we and certain of our subsidiaries entered into a Settlement and Release Agreement (Second Insurance Settlement Agreement) with Federal Insurance Company (a subsidiary of Chubb Insurance) (Federal), pursuant to which Federal has paid us a single lump sum payment of $15 million (in addition to $5 million previously paid by Federal). This is in full satisfaction of all potential liability of Federal relating to designated metal-on-metal hip claims, including but not limited to all claims asserted by our subsidiary WMT against Federal in the previously disclosed insurance coverage litigation. On March 20, 2018, Federal was dismissed from the Tennessee and California actions described above.

On April 19, 2018, we and certain of our subsidiaries entered into a Settlement and Release Agreement (Third Insurance Settlement Agreement) with Catlin Underwriting Agencies Limited for and on behalf of Syndicate 2003 at Lloyd’s of London (Lloyd’s Syndicate 2003) pursuant to which Lloyd’s Syndicate 2003 has paid us a single lump sum payment of $1.9 million (in addition to $5 million previously paid by Lloyd’s Syndicate 2003). This amount is in full satisfaction of all potential liability of Lloyd’s Syndicate 2003 relating to designated metal-on-metal hip claims, including but not limited to all claims asserted by our subsidiary WMT against Lloyd’s Syndicate 2003 in the previously disclosed insurance coverage litigation. On May 1, 2018, Lloyd’s Syndicate 2003 was dismissed from the Tennessee action described above. Lloyd’s Syndicate 2003 was dismissed from the California action on May 3, 2018.

In March 2017, Lexington Insurance Company (Lexington), which had been dismissed from the Tennessee action, requested arbitration under five Lexington insurance policies in connection with the CONSERVE ^® Claims. We subsequently engaged in discussions and correspondence with Lexington about the scope of the requested arbitration(s). On or about October 27, 2017, Lexington filed an Application for Order to Compel Arbitration in the Commonwealth of Massachusetts, Suffolk County Superior Court, naming WMT, Wright Medical Group, Inc., and Wright Medical Group N.V. We opposed the Application. On February 28, 2018, the Massachusetts Court ordered the parties to arbitrate the two Lexington insurance policies containing Massachusetts arbitration clauses but did not order arbitration under the remaining three Lexington policies at issue. We have appealed that ruling. While the appeal is pending, we are proceeding with the arbitration. In the arbitration, Lexington has asserted a claim for declaratory relief, and we have asserted counter-claims for breach of contract, declaratory relief, and bad faith.

On May 22, 2018, we initiated a lawsuit against Lexington under the three policies that the court did not order into arbitration in Massachusetts. The lawsuit, filed in the Chancery Court of Tennessee, alleges breach of contract, declaratory relief, and bad faith in connection with Lexington’s failure and refusal to provide coverage for the underlying metal-on-metal claims under policies issued for 2009-2012. On July 12, 2018, Lexington brought a motion to stay the litigation and compel arbitration under the 2009-2011 Lexington policies. The motion remains pending.

During the second quarter of 2018, we resolved the previously reported insurance arbitration. See Note 13 to our condensed consolidated financial statements for additional information.

Wright/Tornier Merger Related Litigation

On November 26, 2014, a class action complaint was filed in the Circuit Court of Tennessee, for the Thirtieth Judicial District, at Memphis (Tennessee Circuit Court), by a purported shareholder of WMG under the caption City of Warwick Retirement System v. Gary D. Blackford et al ., CT-005015-14. An amended complaint in the action was filed on January 5, 2015. The amended complaint names as defendants WMG, Tornier, Trooper Holdings Inc. (Holdco), Trooper Merger Sub Inc. (Merger Sub), and the members of the WMG board of directors. The amended complaint asserts various causes of action, including, among other things, that the members of the WMG board of directors breached their fiduciary duties owed to the WMG shareholders in connection with entering into the merger agreement, approving the merger, and causing WMG to issue a preliminary Form S-4 that allegedly fails to disclose material information about the merger. The amended complaint further alleges that Tornier, Holdco, and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the WMG board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs.

On December 2, 2014, a separate class action complaint was filed in the Tennessee Chancery Court by a purported shareholder of WMG under the caption Paulette Jacques v. Wright Medical Group, Inc., et al ., CH-14-1736-1. An amended complaint in the action was filed on January 27, 2015. The amended complaint names as defendants WMG, Tornier, Holdco, Merger Sub, Warburg Pincus LLC and the members of the WMG board of directors. The amended complaint asserts various causes of action, including, among other things, that the members of the WMG board of directors breached their fiduciary duties owed to the WMG shareholders in connection with entering into the merger agreement, approving the merger, and causing WMG to issue a preliminary Form S-4 that allegedly fails to disclose material information about the merger. The amended complaint further alleges that WMG, Tornier, Warburg Pincus LLC, Holdco and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the WMG board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs.

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In an order dated March 31, 2015, the Tennessee Circuit Court transferred City of Warwick Retirement System v. Gary D. Blackford et al ., CT-005015-14 to the Tennessee Chancery Court for consolidation with Paulette Jacques v. Wright Medical Group, Inc., et al ., CH-14-1736-1 (Consolidated Tennessee Action). In an order dated April 9, 2015, the Tennessee Chancery Court stayed the Consolidated Tennessee Action; that stay expired upon completion of the Wright/Tornier merger. On September 19, 2016, the Tennessee Chancery Court entered an agreed order, dismissing the Jacques case without prejudice.

Other

In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 27, 2018, other than the updated risk factors below which update or replace the existing risk factors addressing the same topic and the deletion of the risk factors entitled “ Our obligation to settle substantially all the remaining outstanding metal-on-metal hip claims may be cancelled if the insurance recovery contingency contained in the Second Settlement Agreements is not satisfied, which would leave a substantial number of metal-on-metal hip claims unresolved .” and “ Our obligation to settle substantially all the remaining outstanding metal-on-metal hip claims may be cancelled if an insufficient number of eligible claimants choose to participate, which would leave a substantial number of metal-on-metal hip claims unresolved.”

We have a significant amount of indebtedness. We may not be able to generate enough cash flow from our operations to service our indebtedness, and we may incur additional indebtedness in the future, which could adversely affect our business, financial condition, and operating results.

We have a significant amount of indebtedness, including, as of July 1, 2018, $675 million in aggregate principal with additional accrued interest under WMG’s 1.625% cash convertible senior notes due 2023 (2023 Notes), $395 million in aggregate principal with additional accrued interest under our 2.25% cash convertible senior notes due 2021 (2021 Notes) and $186.6 million in aggregate principal with additional accrued interest under WMG’s 2.00% cash convertible senior notes due 2020 (2020 Notes, together with the 2023 Notes and 2021 Notes, the Notes). The 2023 Notes and 2020 Notes are guaranteed by Wright Medical Group N.V. In addition, under an amended and restated credit, security and guaranty agreement (ABL Credit Agreement) with Midcap Funding IV Trust and the additional lenders from time to time party thereto (ABL Lenders), WMG and certain of our other wholly-owned U.S. subsidiaries have access to a $150 million senior secured asset based line of credit, subject to the satisfaction of a borrowing base requirement, and which may be increased by up to $100 million upon our request, subject to the consent of the ABL Lenders (ABL Facility), as well as a $40 million term loan facility (Term Loan Facility), an initial $20 million of which was funded at closing of this facility in May 2018. As of July 1, 2018, $32.5 million in aggregate principal plus additional accrued interest was outstanding under the ABL Facility and $20 million was outstanding under the Term Loan Facility. As of July 1, 2018, our total indebtedness under the Notes and ABL Credit Agreement was $1.3 billion, excluding accrued interest.

Our ability to make payments on, and to refinance, our indebtedness, including the Notes and amounts borrowed under the ABL Facility and Term Loan Facility, and our ability to fund planned capital expenditures, contractual cash obligations, research and development efforts, working capital, acquisitions, and other general corporate purposes depends on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors, some of which are beyond our control. If we do not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to pay our indebtedness, including payments of principal upon conversion of outstanding Notes or on their respective maturity dates or in connection with a transaction involving us that constitutes a fundamental change under the respective indenture governing the Notes, or to fund our liquidity needs, we may be forced to refinance all or a portion of our indebtedness on or before the maturity dates thereof, sell assets, reduce or delay capital expenditures, seek to raise additional capital, or take other similar actions. We may not be able to execute any of these actions on commercially reasonable terms or at all. Our ability to refinance our indebtedness will depend on our financial condition at the time, the restrictions in the instruments governing our indebtedness, and other factors, including market conditions. In addition, in the event of a default under the Notes or under the ABL Credit Agreement, the holders and/or the trustee under the indentures governing the Notes or the ABL Lenders may accelerate payment obligations under the Notes and/or the amounts borrowed under the ABL Credit Agreement, respectfully, which could have a material adverse effect on our business, financial condition, and operating results. In addition, the Notes and ABL Credit Agreement contain cross default provisions. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would likely have an adverse effect, which could be material, on our business, financial condition, and operating results.

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In addition, our significant indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences. For example, it could:


•	make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry, and competitive conditions and adverse changes in government regulation;


•	limit our flexibility in planning for, or reacting to, changes in our business and our industry;


•	restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities;


•	place us at a competitive disadvantage compared to our competitors who have less debt; and


•	limit our ability to borrow additional amounts for working capital, capital expenditures, contractual obligations, research and development efforts, acquisitions, debt service requirements, execution of our business strategy, or other purposes.

Any of these factors could materially and adversely affect our business, financial condition, and operating results. In addition, we may incur additional indebtedness, and if we do, the risks related to our business and our ability to service our indebtedness would increase.

In addition, under our Notes, we are required to offer to repurchase the Notes upon the occurrence of a fundamental change, which could include, among other things, any acquisition of ours for consideration other than publicly traded securities. The repurchase price must be paid in cash, and this obligation may have the effect of discouraging, delaying, or preventing an acquisition of ours that would otherwise be beneficial to our security holders.

With respect to the 2021 Notes which have been issued by Wright Medical Group N.V., we are dependent on the cash flow of, and dividends and distributions to us from, our subsidiaries in order to service our indebtedness under these Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to any indebtedness of ours or to make any funds available therefor, except for those subsidiaries that have guaranteed our obligations under our outstanding indebtedness. The ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of our subsidiaries then in effect as well as among other things, the availability of profits or funds and requirements of applicable laws, including surplus, solvency and other limits imposed on the ability of companies to pay dividends. There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us that enable us to pay interest or principal on our existing indebtedness.

A failure to comply with the covenants and other provisions of the indentures governing the Notes or the ABL Credit Agreement could result in events of default under such indentures or ABL Credit Agreement, especially in light of the cross default provisions, which could require the immediate repayment of our outstanding indebtedness. If we are at any time unable to generate sufficient cash flows from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the indentures, the ABL Credit Agreement and other agreements relating to the indebtedness, seek to refinance all or a portion of the indebtedness, or obtain additional financing. There can be no assurance that we will be able to successfully renegotiate such terms, that any such refinancing would be possible, or that any additional financing could be obtained on terms that are favorable or acceptable to us.

Product liability lawsuits could harm our business and adversely affect our operating results or results from discontinued operations and financial condition if adverse outcomes exceed our product liability insurance coverage.

The manufacture and sale of medical devices expose us to significant risk of product liability claims. We are currently defendants in a number of product liability matters, including those relating to the OrthoRecon business, which legacy Wright divested to MicroPort in 2014. Legacy Wright remains responsible, as between it and MicroPort, for claims associated with products sold before divesting the OrthoRecon business to MicroPort.

We have been named as a defendant, in some cases with multiple other defendants, in lawsuits in which it is alleged that certain defects in the design, manufacture, or labeling of certain metal-on-metal and other hip replacement products rendered the products defective. The pre-trial management of certain of the metal-on-metal claims was consolidated in the federal court system, in the United States District Court for the Northern District of Georgia under multi-district litigation (MDL) and certain other claims by the Judicial Counsel Coordinated Proceedings in state court in Los Angeles County, California (JCCP). Pursuant to previously disclosed settlement agreements with the Court-appointed attorneys representing plaintiffs in the MDL and JCCP, the MDL and JCCP were closed to new cases effective October 18, 2017 and October 31, 2017, respectively. Excluding claims resolved in the settlement agreements, as of July 1, 2018, there were approximately 105 unresolved metal-on-metal hip cases pending in U.S. courts. This number includes cases ineligible for settlement, cases which opted out of settlement, post-settlement cases, and existing state court cases that were not part of the MDL or JCCP. As of July 1, 2018, we estimate there also was pending approximately 60 non-U.S. metal-on metal cases, 33 unresolved U.S. cobalt chrome modular neck corrosion cases, 20 unresolved U.S. titanium modular neck fracture cases, 56 unresolved non-U.S. titanium modular neck fracture cases, 6 U.S. cobalt chrome modular neck fracture cases, and 6 non-U.S. cobalt chrome modular neck fracture cases. We also estimate that as of July 1, 2018 there were approximately 565 non-revision claims either dismissed or awaiting dismissal from the MDL and JCCP pursuant to the terms of the settlement agreements. Although there is a limited time period during which dismissed non-revision claims may be refiled, it is presently unclear how many non-revision claimants will elect to do so. As of July 1, 2018, no dismissed non-revision cases have

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been refiled. We believe we have data that supports the efficacy and safety of our hip products and have been vigorously defending these cases.

Our material product liability litigation is discussed in Note 13 to our consolidated financial statements. These matters are subject to many uncertainties and outcomes are not predictable. Regardless of the outcome of these matters, legal defenses are costly. We have incurred and expect to continue to incur substantial legal expenses in connection with the defense of these matters. We could incur significant liabilities associated with adverse outcomes that exceed our products liability insurance coverage, which could adversely affect our operating results or results from discontinued operations and financial condition. The ultimate cost to us with respect to product liability claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, operating results or results from discontinued operations, and cash flows.

In the future, we may be subject to additional product liability claims. We also could experience a material design or manufacturing failure in our products, a quality system failure, other safety issues, or heightened regulatory scrutiny that would warrant a recall of some of our products. Product liability lawsuits and claims, safety alerts and product recalls, regardless of their ultimate outcome, could result in decreased demand for our products, injury to our reputation, significant litigation and other costs, substantial monetary awards to or costly settlements with patients, product recalls, loss of revenue, and the inability to commercialize new products or product candidates, and otherwise have a material adverse effect on our business and reputation and on our ability to attract and retain customers.

Certain of our settlement agreements with insurance carriers include broad releases of coverage for present and future claims of personal injury alleged to be caused by metal-on-metal hip components or the release of metal ions, which could result in inadequate insurance coverage to defend and resolve these claims. In addition, our settlements with these carriers do not resolve previously disclosed disputes with the remaining carriers concerning the extent of coverage available for metal-on-metal hip claims.

On October 28, 2016, our WMT and WMG subsidiaries entered into a Settlement Agreement with a subgroup of three insurance carriers, Columbia Casualty Company (Columbia), St. Paul Surplus Lines Insurance Company and AXIS Surplus Lines Insurance Company (Three Settling Insurers), pursuant to which the Three Settling Insurers paid $60 million (in addition to $10 million previously paid) in full settlement of all potential liability of the Three Settling Insurers for metal ion and metal-on-metal hip claims, including but not limited to all claims in the MDL and the JCCP. As part of the settlement, the Three Settling Insurers repurchased their policies in the five policy years beginning with the 2007-2008 policy year.

On February 22, 2018, we and certain of our subsidiaries entered into a Settlement and Release Agreement (Second Insurance Settlement Agreement) with Federal Insurance Company, a subsidiary of Chubb Insurance (Federal), pursuant to which Federal has paid us a single lump sum payment of $15 million (in addition to $5 million previously paid by Federal). This amount is in full satisfaction of all potential liability of Federal relating to designated metal-on-metal hip claims, including but not limited to all claims asserted by our subsidiary WMT against Federal in the previously disclosed insurance coverage litigation.

As a result of the above-mentioned settlement agreements, we have no further coverage from the Three Settling Insurers for present or future metal-on-metal or metal ion claims and we have no further coverage from Federal or Lloyd’s Syndicate 2003 for present or future metal-on-metal claims (as defined in the settlement agreements).

Our existing product liability insurance coverage may be inadequate to protect us from any liabilities we might incur.

If the product liability claims brought against us involve uninsured liabilities or result in liabilities that exceed our insurance coverage, our business, financial condition, and operating results could be materially and adversely affected. Further, such product liability matters may negatively impact our ability to obtain insurance coverage or cost-effective insurance coverage in future periods. We remain in litigation with the insurance carriers with whom we have not settled (Lexington and Catlin, with remaining policy limits totaling $30 million and $5 million, respectively) concerning the amount of coverage available to satisfy potential liabilities associated with the metal-on-metal hip claims against us. An unfavorable outcome in this litigation could have an adverse effect on our financial condition and results from discontinued operations if we ultimately are subject to liabilities associated with these claims that exceed coverage amounts not in dispute.

MicroPort’s recall of a certain size of its cobalt chrome modular neck device due to alleged fractures could result in additional product liability claims against us. Although we have contested these claims, adverse outcomes could harm our business and adversely affect our results from discontinued operations and financial condition.

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In August 2015, MicroPort announced the voluntary recall of a certain size of its PROFEMUR ^® Long Cobalt Chrome Modular Neck devices manufactured from June 15, 2009 to July 22, 2015. Because MicroPort did not acquire the OrthoRecon business until January 2014, many of the recalled devices were sold by legacy Wright prior to the acquisition by MicroPort. Under the asset purchase agreement with MicroPort, legacy Wright retained responsibility, as between it and MicroPort, for claims for personal injury relating to sales of these products prior to the acquisition. We were not consulted by MicroPort in connection with its recall, and we were aware of only 12 lawsuits alleging personal injury related to cobalt chrome neck fractures (six in the United States and six outside the United States) as of July 1, 2018. However, if the number of product liability claims alleging personal injury from fractures of cobalt chrome modular necks we sold prior to the MicroPort transaction were to become significant, this could have an adverse effect on our results from discontinued operations and financial condition.

A competitor’s recall of its modular hip systems, and the liability claims and adverse publicity which ensued, could generate copycat claims against modular hip systems legacy Wright sold.

On July 6, 2012, Stryker Corporation announced the voluntary recall of its Rejuvenate Modular and ABG II modular neck hip stems citing risks including the potential for fretting and/or corrosion at or about the modular neck junction. Although Stryker’s recalled modular neck hip stems differ in design and material from the PROFEMUR® modular neck systems legacy Wright sold before divestiture of the OrthoRecon business, we have previously noted the risk that Stryker’s recall and the resultant publicity could negatively impact sales of modular neck systems of other manufacturers, including the PROFEMUR ^® system, and that Stryker’s action has increased industry focus on the safety of cobalt chrome modular neck products. We have carefully monitored the clinical performance of the PROFEMUR ^® modular neck hip system, which combine a cobalt chrome modular neck and a titanium stem. With over 33,000 units sold since this version was introduced in 2009, and an extremely low complaint rate, we remain confident in the safety and efficacy of this product. Nevertheless, in light of Stryker’s recall, the resulting product liability claims to which it has been subject, and the general negative publicity surrounding “metal-on-metal” articulating surfaces (which do not involve modular hip stems), there remains a risk that, even in the absence of clinical evidence, claims for personal injury relating to sales of these products before divestiture of the OrthoRecon business could increase, which could have an adverse effect on our financial condition and results from discontinued operations since legacy Wright retained responsibility, as between it and MicroPort, for these claims. Since the 2012 Stryker recall, we have from time to time been subject to product liability claims alleging corrosion of cobalt chrome modular necks. We presently have approximately 33 such unresolved lawsuits pending in various U.S. courts.

As a result of different shareholder voting requirements in the Netherlands relative to laws in effect in certain states in the United States, we may have less flexibility with respect to the issuance of our ordinary shares than companies organized in the United States.

Currently, our articles of association provide for an authorized share capital consisting of one class of shares, being 320,000,000 ordinary shares, each with a nominal value of €0.03. Under Dutch law, our authorized share capital can be increased by an amendment to our articles of association. Our articles of association can be amended upon a proposal of our board of directors by the general meeting of shareholders, which resolution can be adopted with a simple majority in a meeting where at least one-third of the outstanding shares are represented. New ordinary shares may be issued pursuant to a resolution of shareholders, or pursuant to such resolution of the board of directors if designated thereto by shareholders. Additionally, subject to specified exceptions, Dutch law grants statutory preemption rights to existing shareholders where shares are being issued for cash consideration. The right of our shareholders to subscribe for ordinary shares pursuant to preemptive rights may be limited or restricted by our shareholders and our shareholders may delegate such authority to the board of directors. Such designations of authority to our board of directors may remain in effect for up to five years and may be renewed for additional periods of up to five years.

Currently our board of directors is authorized to issue shares up to a maximum amount equal to the authorized but unissued share capital and to limit or exclude pre-emptive rights in respect of such issue of shares until June 18, 2020, without further shareholder approval. We cannot provide any assurance that these authorizations will always be approved on a timely basis, especially since our shareholders did not approve these two authorizations the last time we submitted them to a vote of our shareholders at our annual general meeting in June 2016. The failure to renew these authorizations on a timely basis could limit our ability to issue equity and thereby adversely affect our ability to run our business and the holders of our securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.


(a)	Exhibits.

The following exhibits are being filed or furnished with this Quarterly Report on Form 10-Q:



Exhibit No.	Exhibit	Method of Filing
4.1	Indenture, dated as of June 28, 2018, among Wright Medical Group, Inc., Wright Medical Group N.V. and The Bank of New York Mellon Trust Company, N.A. (including the form of the 1.625% Cash Convertible Senior Note due 2023)	Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 3, 2018 (File No. 001-35065)
10.1	Amended and Restated Credit, Security and Guaranty Agreement dated as of May 7, 2018 among Wright Medical Group N.V. (as Guarantor), Wright Medical Group, Inc. (as Borrower), Certain Other Direct and Indirect Subsidiaries Listed on the Signature Pages Thereto (each as Borrower), MidCap Funding IV Trust (as Lender and Agent) and the Financial Institutions or Other Entities Parties Thereto	Filed herewith
10.2	Form of Exchange/Subscription Agreement, dated as of June 20, 2018, among Wright Medical Group, Inc., Wright Medical Group N.V. and Each Investor Party Thereto	Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2018 (File No. 001-35065)
10.3	Form of Subscription Agreement, dated as of June 20, 2018, among Wright Medical Group, Inc., Wright Medical Group N.V. and Each Investor Party Thereto	Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2018 (File No. 001-35065)
10.4	Bond Hedge Confirmation, dated as of June 20, 2018, among Wright Medical Group N.V., Wright Medical Group, Inc. and JPMorgan Chase Bank, National Association	Filed herewith
10.5	Bond Hedge Confirmation, dated as of June 20, 2018, among Wright Medical Group N.V., Wright Medical Group, Inc. and Bank of America, N.A.	Filed herewith
10.6	Warrant Confirmation, dated as of June 20, 2018, between Wright Medical Group N.V. and JPMorgan Chase Bank, National Association	Filed herewith
10.7	Warrant Confirmation, dated as of June 20, 2018, between Wright Medical Group N.V. and Bank of America, N.A.	Filed herewith
10.8	Call Spread Unwind Agreement, dated as of June 21, 2018, among Wright Medical Group N.V., Wright Medical Group, Inc. and JPMorgan Chase Bank, National Association	Filed herewith
10.9	Call Spread Unwind Agreement, dated as of June 21, 2018, among Wright Medical Group N.V., Wright Medical Group, Inc., Deutsche Bank AG, London Branch and Deutsche Bank Securities, Inc.	Filed herewith
10.10	Call Spread Unwind Agreement, dated as of June 21, 2018, among Wright Medical Group N.V., Wright Medical Group, Inc. and Wells Fargo Bank, National Association	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	Filed herewith

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Exhibit No.	Exhibit	Method of Filing
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	Furnished herewith
101	The following materials from Wright Medical Group N.V.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of July 1, 2018 and December 31, 2017, (ii) the Consolidated Statements of Operations for the three and six months ended July 1, 2018 and June 25, 2017, (iii) the Consolidated Statements of Comprehensive Loss for the three and six months ended July 1, 2018 and June 25, 2017, (iv) the Consolidated Statements of Cash Flows for the six months ended July 1, 2018 and June 25, 2017, and (v) Notes to Consolidated Financial Statements	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 8, 2018



WRIGHT MEDICAL GROUP N.V.
By:	/s/ Robert J. Palmisano
	Robert J. Palmisano
	President and Chief Executive Officer
	(principal executive officer)

By:	/s/ Lance A. Berry
	Lance A. Berry
	Senior Vice President and Chief Financial Officer
	(principal financial officer)

Exhibit 10.1

Execution Version

AMENDED AND RESTATED

CREDIT, SECURITY AND GUARANTY AGREEMENT

dated as of May 7, 2018

by and among

WRIGHT MEDICAL GROUP N.V.,

as Guarantor

WRIGHT MEDICAL GROUP, INC.

and

certain other direct and indirect subsidiaries of Wright Medical Group N.V. listed on the signature pages hereto,

each as a Borrower, and collectively as the Borrowers,

and

MIDCAP FUNDING IV TRUST,

as Agent and as a Lender,

and

THE ADDITIONAL LENDERS

FROM TIME TO TIME PARTY HERETO

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			Page

Article 1 - DEFINITIONS				1

	Section	1.1	Certain Defined Terms	1
	Section	1.2	Accounting Terms and Determinations	43
	Section	1.3	Other Definitional and Interpretive Provisions	43
	Section	1.4	Time is of the Essence	44

Article 2 - LOANS				44

	Section	2.1	Loans	44
	Section	2.2	Interest, Interest Calculations and Certain Fees	50
	Section	2.3	Notes	52
	Section	2.4	[Reserved]	52
	Section	2.5	[Reserved]	52
	Section	2.6	General Provisions Regarding Payment; Loan Account	52
	Section	2.7	Maximum Interest	53
	Section	2.8	Taxes; Capital Adequacy	53
	Section	2.9	Appointment of Borrower Representative	57
	Section	2.10	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation	57
	Section	2.11	Collections and Lockbox Account	59
	Section	2.12	Termination; Restriction on Termination	61

Article 3 - REPRESENTATIONS AND WARRANTIES				62

	Section	3.1	Existence and Power	62
	Section	3.2	Organization and Governmental Authorization; No Contravention	62
	Section	3.3	Binding Effect	62
	Section	3.4	Capitalization	63
	Section	3.5	Financial Information	63
	Section	3.6	Litigation	63
	Section	3.7	Ownership of Property	63
	Section	3.8	No Default	63
	Section	3.9	Labor Matters	63
	Section	3.10	Regulated Entities	64
	Section	3.11	Margin Regulations	64
	Section	3.12	Compliance With Laws; Anti-Terrorism Laws	64
	Section	3.13	Taxes	64
	Section	3.14	Compliance with ERISA	65
	Section	3.15	Consummation of Operative Documents; Brokers	65
	Section	3.16	[Reserved]	66
	Section	3.17	Material Contracts	66
	Section	3.18	Compliance with Environmental Requirements; No Hazardous Materials	66
	Section	3.19	Intellectual Property and License Agreements	66
	Section	3.20	Solvency	67



	Section	3.21	Full Disclosure	67
	Section	3.22	[Reserved]	67
	Section	3.23	Subsidiaries	67
	Section	3.24	[Reserved]	67
	Section	3.25	Accuracy of Schedules	67
	Section	3.26	FCPA and Anti-Corruption Law	67

Article 4 - AFFIRMATIVE COVENANTS				68

	Section	4.1	Financial Statements and Other Reports	68
	Section	4.2	Payment and Performance of Obligations	69
	Section	4.3	Maintenance of Existence	69
	Section	4.4	Maintenance of Property; Insurance	69
	Section	4.5	Compliance with Laws and Material Contracts	70
	Section	4.6	Inspection of Property, Books and Records	71
	Section	4.7	Use of Proceeds	71
	Section	4.8	Estoppel Certificates	71
	Section	4.9	Notices of Material Contracts, Litigation and Defaults	71
	Section	4.10	Hazardous Materials; Remediation	72
	Section	4.11	Further Assurances	73
	Section	4.12	[Reserved]	74
	Section	4.13	Power of Attorney	74
	Section	4.14	Borrowing Base Collateral Administration	75
	Section	4.15	Schedule Updates	75
	Section	4.16	Intellectual Property and Licensing	76
	Section	4.17	Regulatory Reporting and Covenants	76
	Section	4.18	Anti-Corruption Laws	77

Article 5 - NEGATIVE COVENANTS				77

	Section	5.1	Debt; Contingent Obligations	77
	Section	5.2	Liens	77
	Section	5.3	Distributions	77
	Section	5.4	Restrictive Agreements	77
	Section	5.5	Payments and Modifications of Debt	78
	Section	5.6	Consolidations, Mergers and Sales of Assets	79
	Section	5.7	Purchase of Assets, Investments	79
	Section	5.8	Transactions with Affiliates	80
	Section	5.9	Modification of Organizational Documents	80
	Section	5.10	Modification of Certain Agreements	80
	Section	5.11	Conduct of Business	80
	Section	5.12	Excluded Subsidiaries; Joint Ventures	81
	Section	5.13	Limitation on Sale and Leaseback Transactions	81
	Section	5.14	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	81
	Section	5.15	Compliance with Anti-Terrorism Laws	82
	Section	5.16	Change in Accounting	82
	Section	5.17	Parent	82




Article 6 - FINANCIAL COVENANTS				82

	Section	6.1	Additional Defined Terms	82
	Section	6.2	Minimum Net Revenue	83
	Section	6.3	Cash Requirements	83
	Section	6.4	Adjusted EBITDA	83
	Section	6.5	Minimum Cash	84
	Section	6.6	Evidence of Compliance	84

Article 7 - CONDITIONS				84

	Section	7.1	Conditions to Closing	84
	Section	7.2	Conditions to Each Loan	84
	Section	7.3	Searches	85
	Section	7.4	Post Closing Requirements	85

Article 8 - REGULATORY MATTERS				86

	Section	8.1	Representations and Warranties, Covenants	86

Article 9 - SECURITY AGREEMENT				87

	Section	9.1	Generally	87
	Section	9.2	Representations and Warranties and Covenants Relating to Collateral	88

Article 10 - EVENTS OF DEFAULT				92

	Section	10.1	Events of Default	92
	Section	10.2	Acceleration and Suspension or Termination of Revolving Loan Commitment and Term Loan Commitments	94
	Section	10.3	UCC Remedies	95
	Section	10.4	[Reserved]	96
	Section	10.5	Default Rate of Interest	96
	Section	10.6	Setoff Rights	96
	Section	10.7	Application of Proceeds	97
	Section	10.8	Waivers	97
	Section	10.9	Injunctive Relief	99
	Section	10.10	Marshalling; Payments Set Aside	99

Article 11 - AGENT				100

	Section	11.1	Appointment and Authorization	100
	Section	11.2	Agent and Affiliates	100
	Section	11.3	Action by Agent	100
	Section	11.4	Consultation with Experts	100
	Section	11.5	Liability of Agent	100
	Section	11.6	Indemnification	101
	Section	11.7	Right to Request and Act on Instructions	101
	Section	11.8	Credit Decision	101
	Section	11.9	Collateral Matters	101
	Section	11.10	Agency for Perfection	102
	Section	11.11	Notice of Default	102
	Section	11.12	Assignment by Agent; Resignation of Agent; Successor Agent	102

iii



	Section	11.13	Payment and Sharing of Payment	103
	Section	11.14	Right to Perform, Preserve and Protect	105
	Section	11.15	[Reserved]	105
	Section	11.16	Amendments and Waivers	106
	Section	11.17	Assignments and Participations	107
	Section	11.18	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	109
	Section	11.19	[Reserved]	110
	Section	11.20	Definitions	110

Article 12 - GUARANTY				111

	Section	12.1	Guaranty	111
	Section	12.2	Payment of Amounts Owed	111
	Section	12.3	Certain Waivers by Guarantor	111
	Section	12.4	Guarantor’s Obligations Not Affected by Modifications of Financing Documents	113
	Section	12.5	Reinstatement; Deficiency	114
	Section	12.6	Subordination of Borrowers’ Obligations to Guarantors; Claims in Bankruptcy	114
	Section	12.7	Maximum Liability	114
	Section	12.8	Limitation on Dutch Guarantors	115
	Section	12.9	Guarantor’s Investigation	115
	Section	12.10	Termination	115
	Section	12.11	Representative	115

Article 13 - MISCELLANEOUS				115

	Section	13.1	Survival	115
	Section	13.2	No Waivers	116
	Section	13.3	Notices	116
	Section	13.4	Severability	117
	Section	13.5	Headings	117
	Section	13.6	Confidentiality	117
	Section	13.7	Waiver of Consequential and Other Damages	118
	Section	13.8	GOVERNING LAW; SUBMISSION TO JURISDICTION	118
	Section	13.9	WAIVER OF JURY TRIAL	118
	Section	13.10	Publication; Advertisement	119
	Section	13.11	Counterparts; Integration	119
	Section	13.12	No Strict Construction	120
	Section	13.13	Lender Approvals	120
	Section	13.14	Expenses; Indemnity	120
	Section	13.15	[Reserved]	121
	Section	13.16	Reinstatement	121
	Section	13.17	Successors and Assigns	122
	Section	13.18	USA PATRIOT Act Notification	122
	Section	13.19	Process Agent	122
	Section	13.20	Other Currency	122
	Section	13.21	Existing Agreements Superseded; Exhibits and Schedules	122

AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT

This AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Agreement ”) is dated as of May 7, 2018, by and among WRIGHT MEDICAL GROUP N.V. , a public limited liability company organized and existing under the laws of the Netherlands with its corporate seat ( statutaire zetel ) in Amsterdam and registered with the Dutch trade register under number 34250781, as a Guarantor (“ Parent ”), WRIGHT MEDICAL GROUP, INC. , a Delaware corporation (“ Wright ”), each of the direct and indirect Subsidiaries of Parent set forth on the signature pages hereto and certain other Subsidiaries of Parent that may hereafter be added to this Agreement (individually as a “ Borrower ”, and collectively with Wright and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “ Borrowers ”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS

WHEREAS , Borrowers, Parent, Agent and certain Lenders are parties to that certain Credit, Security and Guaranty Agreement, dated as of December 23, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, including by that certain Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of February 2, 2017, that certain Limited Consent and Amendment No. 2 to Credit, Security and Guaranty Agreement, dated as of December 14, 2017 and that certain Omnibus Limited Consent and Amendment No. 3 to Credit, Security and Guaranty Agreement and Amendment No. 2 to Pledge Agreement, dated as of February 13, 2018, the “ Original Credit Agreement ”), pursuant to which Agent and certain Lenders agreed to make certain financing facilities available to Borrowers, including a revolving loan credit facility in the original aggregate principal amount of One Hundred and Fifty Million Dollars ($150,000,000);

WHEREAS , in connection with the continued working capital and other needs of the Borrowers, the Borrowers and Parent have requested, among other things, that Agent and Lenders (i) make certain term loan facilities available to the Borrowers and (ii) amend certain other economic terms, covenants and other provisions of the Original Credit Agreement; and

WHEREAS , Agent and Lenders have agreed to the requests of the Borrowers and Parent on the terms and conditions set forth herein and in the other Financing Documents.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the Credit Parties, Lenders and Agent agree to amend and restate the Original Credit Agreement in its entirety as follows:

ARTICLE 1 - DEFINITIONS

Section 1.1 Certain Defined Terms . The following terms have the following meanings:

“ 2018 Target Adjusted EBITDA ” means Parent and its Consolidated Subsidiaries’ Adjusted EBITDA for the applicable Defined Period is greater than or equal to $75,000,000.

“ 2019 Target Adjusted EBITDA ” means Parent and its Consolidated Subsidiaries’ Adjusted EBITDA for the applicable Defined Period is greater than or equal to $90,000,000.

“ 2020 Cash Convertible Note Documents ” means the 2020 Cash Convertible Notes, the 2020 Senior Note Indenture and each other document or agreement from time to entered into in connection with the foregoing, including, for the avoidance of doubt, the Cash Convertible Note Hedging Arrangements, as the same may be

amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted 2020 Cash Convertible Note Refinancing.

“ 2020 Cash Convertible Notes ” means those certain 2.0% cash convertible senior unsecured notes, governed by the terms of a base indenture, as supplemented by the supplemental indenture relating to the 2.0% cash convertible senior unsecured notes (together, the “ 2020 Senior Notes Indenture ”), among Wright Medical Group, Inc., a Delaware corporation, as issuer, with respect to the supplemental indenture only, Wright Medical Group N.V., a Dutch public limited company ( naamloze vennootschap ), as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, entered into as of February 13, 2015 and November 24, 2015, respectively, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted 2020 Cash Convertible Note Refinancing.

“ 2021 Cash Convertible Note Documents ” means the 2021 Cash Convertible Notes, the 2021 Senior Note Indenture and each other document or agreement from time to entered into in connection with the foregoing, including, for the avoidance of doubt, the Cash Convertible Note Hedging Arrangements, in each case, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted 2021 Cash Convertible Note Refinancing.

“ 2021 Cash Convertible Notes ” means those certain 2.25% cash convertible senior unsecured notes, governed by the terms of a base indenture (the “ 2021 Senior Notes Indenture ”), between Wright Medical Group, N.V., as issuer and The Bank of New York Mellon Trust Company, N.A., as trustee, entered into as of May 20, 2016, as the same may be amended, restated, refinanced, supplemented or otherwise modified in connection with a Permitted 2021 Cash Convertible Note Refinancing.

“ 2Hip ” means 2Hip Holdings SAS, a company organized under the laws of France.

“ Acceleration Event ” means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment and Term Loan Commitments (if applicable) pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

“ Access Agreement Location ” has the meaning set forth in Section 4.11(c).

“ Account Debtor ” means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.

“ Accounts ” means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, (b) without duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services rendered or goods sold, rents, license fees or otherwise), any “health-care-insurance receivables” (as defined in the UCC), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, (c) all information and data compiled or derived by any Borrower or to which any Borrower is entitled in respect of or related to the foregoing, and (d) all proceeds of any of the foregoing.

“ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the equity interests of any Person or otherwise causing any Person to become a Subsidiary of a Credit Party, or (c) a merger or consolidation or any other combination with another Person.

“ Additional Cash Convertible Note Documents ” means the Additional Cash Convertible Notes, any indenture with respect to Additional Cash Convertible Notes and each other document or agreement from time to entered into in connection with the foregoing to the extent the same are not in contravention of the provisions

set forth in the definition of Additional Cash Convertible Notes and, unless otherwise agreed to by Agent, are on terms substantially similar to the 2020 Cash Convertible Notes and the 2021 Cash Convertible Notes, including, for the avoidance of doubt, the Additional Cash Convertible Note Hedging Arrangements, as the same may be amended, restated, refinanced, supplemented or otherwise modified in accordance with the terms of the Financing Documents.

“ Additional Cash Convertible Note Hedging Arrangement ” means any hedging arrangements (including the issuance and exercise of warrants in connection therewith) and other similar agreements and obligations in connection with the Additional Cash Convertible Notes on terms substantially similar to the 2020 Cash Convertible Notes and the 2021 Cash Convertible Notes.

“ Additional Cash Convertible Notes ” means any convertible senior unsecured notes convertible into cash, equity interests of Parent, any combination thereof or any one of the foregoing, issued by any of the Credit Parties; provided that such convertible senior unsecured notes (a) do not have an interest rate that exceeds the interest rate on any of the Cash Convertible Notes outstanding at the time of issuance of such convertible senior unsecured notes by an amount in excess of 5.0% and do not provide for any amortization payments or other regularly scheduled principal payments in advance of maturity, (b) have a weighted average maturity (measured as of the date of such refinancing or extension) and a maturity date that is more than six (6) months after the maturity date for the Obligations hereunder (it being understood that, in each case, any provision requiring an offer to purchase such Debt as a result of a change of control, fundamental change, delisting, asset sale or similar provision or any exercise or conversion of equity interests shall not violate the foregoing restriction), (c) are unsecured, (d) do not have one or more obligors that are not obligors under this Agreement, (e) contain terms that are prevailing market terms at the time of issuing or initial borrowing for the type of financing and for the quality of issuer or borrower, as determined by the Borrowers and their advisors in their reasonable business judgment, and (f) if such convertible notes require cash settlement, are subject to Cash Convertible Note Hedging Arrangements on terms substantially similar to the Cash Convertible Note Hedging Arrangements in place with respect to the 2020 Cash Convertible Notes and the 2021 Cash Convertible Notes; provided that such Cash Convertible Note Hedging Arrangements may be settled in cash, equity interests of Parent, any combination thereof, or any one of the foregoing.

“ Additional Tranche ” means an additional amount of Revolving Loan Commitment equal to $100,000,000 (it being acknowledged that multiple Additional Tranches are permitted pursuant to Section 2.1(c) in minimum amounts of $1,000,000 each for a total of up to $100,000,000).

“ Adjusted EBITDA ” has the meaning set forth on Exhibit B hereto.

“ Affiliate ” means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles) and the spouses, parents, descendants and siblings of such officers, directors or other Persons. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agent ” means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 11, and the successors and assigns of MCF in such capacity.

“ Agreed Currency ” has the meaning set forth in Section 13.20.

“ Anti-Corruption Laws ” has the meaning set forth in Section 3.26.

“ Anti-Terrorism Laws ” means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC.

“ Applicable Margin ” means, (a) with respect to any Revolving Loans and all other Obligations (other than Term Loans) accruing interest at the Base Rate, three and one quarter percent (3.25%), (b) with respect to any Revolving Loan and all other Obligations (other than Term Loans) accruing interest at the LIBOR Rate, four and one quarter percent (4.25%), (c) with respect to Term Loans accruing interest at the Base Rate, six and eighty five one hundredths percent (6.85%), and (d) with respect to Term Loans accruing interest at the LIBOR Rate, seven and eighty five one hundredths percent (7.85%).

“ Arlington Personal Property Leases ” means (a) that certain Personal Property Lease Agreement, dated as of December 31, 2014 by and between Wright Medical Technology, Inc., a Delaware corporation and IDB with respect to certain personal property set forth therein and (b) that certain Personal Property Lease Agreement, dated as of December 31, 2015 by and between Wright Medical Technology, Inc., a Delaware corporation and IDB with respect to certain personal property set forth therein.

“ Arlington Real Property Lease ” means that certain Real Property Lease Agreement, dated as of December 31, 2014 by and between Wright Medical Technology, Inc., a Delaware corporation, and IDB with respect to certain real property set forth therein.

“ Arlington Road Premises ” means the real property owned by Wright Medical Technology, Inc. and located at 11576 Memphis Arlington Road, Arlington, TN 38002.

“ Asset Disposition ” means any sale, lease, license, transfer, assignment or other consensual disposition by any Credit Party of any asset.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto.

“ Base LIBOR Rate ” means, for each Interest Period, the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar deposits (for delivery on the first day of such Interest Period) in the amount of $1,000,000 are offered to major banks in the London interbank market on or about 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period, for a term comparable to such Interest Period, which determination shall be conclusive in the absence of manifest error; provided , however , if (a) the administrator responsible for determining and publishing such rate per annum, determined by Agent in accordance with its customary procedures, has made a public announcement identifying a date certain on or after which such rate shall no longer be provided or published, as the case may be; or (b) timely, adequate and reasonable means do not exist for ascertaining such rate and the circumstances giving rise to the Agent’s inability to ascertain LIBOR are unlikely to be temporary as determined in Agent’s reasonable discretion, then Agent may, upon prior written notice to Borrower Representative, choose, in consultation with Borrower Representative, a reasonably comparable index or source together with corresponding adjustments to “Applicable Margin” or scale factor or floor to such index that Agent, in its reasonable discretion in consultation with Borrower Representative, has determined is necessary to preserve the current all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees, but without regard to future fluctuations of such alternative index, it being acknowledged and agreed that neither Agent nor any Lender shall have any liability whatsoever from such future fluctuations) to use as the basis for Base LIBOR Rate.

“ Base Rate ” means a per annum rate of interest equal to the rate of interest announced, from time to time, within Wells Fargo Bank, National Association (“ Wells Fargo ”) at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those

loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Base Rate.

“ Blocked Person ” means any Person: (a) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (b) that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list or is named as a “listed person” or “listed entity” on other lists made under any Anti-Terrorism Law, or (c) is majority-owned or otherwise controlled by any such Person.

“ Borrower ” and “ Borrowers ” has the meaning set forth in the introductory paragraph hereto.

“ Borrower Representative ” means Wright, in its capacity as Borrower Representative pursuant to the provisions of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.

“ Borrowing Base ” means:

(a) the product of (A) eighty-five percent (85%) multiplied by (B) the aggregate net amount at such time of the Eligible Domestic Accounts; plus

(b) the lesser of (i) $10,000,000 and (ii) the product of (x) eighty-five percent (85%) multiplied by (y) the aggregate net amount at such time of the Eligible Foreign Accounts; plus

(c) the lesser of (i) $10,000,000 and (ii) the product of (x) eighty-five percent (85%) multiplied by (y) the aggregate net amount at such time of the Eligible Unbilled Domestic Accounts; plus

(d) the lesser of (i) $5,000,000 and (ii) sixty-five percent (65%) of the Net Book Value of Eligible Equipment; plus

(e) sixty-five percent (65%) multiplied by the value of the Eligible Inventory, valued at the fully-absorbed standard cost, as adjusted by manufacturing variances determined by GAAP and reserves; provided , that the Borrowing Base will be automatically adjusted down, if necessary, such that the aggregate availability from Eligible Inventory constituting Work-In-Process shall never exceed $15,000,000; plus

(f) the lesser of (i) $25,000,000 and (ii) sixty-five percent (65%) of the Net Book Value of Surgical Instrumentation; minus

(g) the amount of any reserves and/or adjustments provided for in this Agreement.

“ Borrowing Base Certificate ” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit C hereto.

“ Business Day ” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in Washington, DC and New York City are authorized by law to close.

“ Capital Lease ” means, as to any Person, any leasing or similar arrangement which, in accordance with GAAP, is or should be classified as a capital lease on the balance sheet of such Person.

“ Cash Convertible Note Documents ” means, collectively, the 2020 Cash Convertible Note Documents, the 2021 Cash Convertible Note Documents and any Additional Cash Convertible Note Documents.

“ Cash Convertible Note Hedging Arrangement ” means any hedging arrangements (including the issuance and exercise of warrants in connection therewith) and other agreements and obligations in connection

with the Cash Convertible Notes, including, but not limited to, (a) the Base Call Option Transaction under that certain letter agreement, dated as of February 9, 2015 (as amended by the Amendment to the Base Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc. and Wright, (b) the Additional Call Option Transaction under that certain letter agreement, dated as of February 10, 2015 (as amended by the Amendment to the Additional Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between Deutsche Bank AG, Deutsche Bank Securities Inc., London Branch and Wright, (c) the Base Warrants and Additional Warrants, each under a letter agreement, dated as of February 9, 2015 and February 10, 2015, respectively (each as further amended, restated, amended and restated or otherwise modified from time to time), each between Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc. and Wright, (d) the Base Call Option Transaction under that certain letter agreement, dated as of February 9, 2015 (as amended by the Amendment to the Base Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among JPMorgan Chase Bank, National Association, Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between JPMorgan Chase Bank, National Association and Wright, (e) the Additional Call Option Transaction under that certain letter agreement, dated as of February 10, 2015 (as amended by the Amendment to the Additional Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among JPMorgan Chase Bank, National Association, Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between JPMorgan Chase Bank, National Association and Wright, (f) the Base Warrants and Additional Warrants, each under a letter agreement, dated as of February 9, 2015 and February 10, 2015, respectively (each as further amended, restated, amended and restated or otherwise modified from time to time), each between JPMorgan Chase Bank, National Association and Wright, (g) the Base Call Option Transaction under that certain letter agreement, dated as of February 9, 2015 (as amended by the Amendment to the Base Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among Wells Fargo Bank, National Association, Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between Wells Fargo Bank, National Association and Wright, (h) the Additional Call Option Transaction under that certain letter agreement, dated as of February 10, 2015 (as amended by the Amendment to the Additional Warrant Confirmation under that certain letter agreement, dated as of November 24, 2015, among Wells Fargo Bank, National Association, Wright and Parent and as further amended, restated, amended and restated or otherwise modified from time to time), between Wells Fargo Bank, National Association and Wright, (i) the Base Warrants and Additional Warrants, each under a letter agreement, dated as of February 9, 2015 and February 10, 2015, respectively (each as further amended, restated, amended and restated or otherwise modified from time to time), each between Wells Fargo Bank, National Association and Wright, (j) the Call Option Transaction under that certain letter agreement, dated as of May 12, 2016 (as further amended, restated, amended and restated or otherwise modified from time to time), between Bank of America, N.A. and Parent, and (k) the Call Option Transaction under that certain letter agreement, dated as of May 12, 2016 (as further amended, restated, amended and restated or otherwise modified from time to time), between JPMorgan Chase Bank, National Association, London Branch and Parent, and (l) any Additional Cash Convertible Note Hedging Arrangement.

“ Cash Convertible Note Indentures ” means, collectively, the 2020 Senior Notes Indenture, the 2021 Senior Notes Indenture and any indenture with respect to Additional Cash Convertible Notes.

“ Cash Convertible Note-Related Transactions ” means any or all of (a) the conversion of the Cash Convertible Notes pursuant to Article 14 (or any analogous provision of any indenture with respect to Additional Cash Convertible Notes or any Permitted Cash Convertible Note Refinancing) of the respective Cash Convertible Note Indentures, (b) the repurchase of the Cash Convertible Notes pursuant to Article 15 (or any analogous provision of any indenture with respect to Additional Cash Convertible Notes) of the respective Cash Convertible Note Indentures or any Permitted Cash Convertible Note Refinancing, (c) any transactions undertaken pursuant to the Cash Convertible Note Hedging Arrangements (including adjustments to any Cash Convertible Note Hedging Arrangement pursuant to the terms thereof, so long as such adjustment is not otherwise prohibited

pursuant to Section 5.10), and any other agreements and obligations pursuant to the terms thereof (including the termination and settlement thereof) and any termination and settlement in connection with a Permitted Cash Convertible Note Refinancing, in either case, except to the extent such termination results from the occurrence of any default or event of default under the applicable Cash Convertible Note Documents, (d) any transactions contemplated under the warrants issued in connection with the Cash Convertible Notes as contemplated under the documentation for such warrants (including the mandatory repurchase or other termination thereof, except to the extent such termination or repurchase results from the occurrence of any default or event of default under the applicable Cash Convertible Note Documents), and (e) any payment of regularly scheduled interest when due and payable on any Cash Convertible Notes pursuant to the terms thereof.

“ Cash Convertible Notes ” means, collectively, the 2020 Cash Convertible Notes, the 2021 Cash Convertible Notes and any Additional Cash Convertible Notes.

“ Casualty Event ” means the damage, destruction or condemnation, as the case may be, of property of any Credit Party or any of its Subsidiaries.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq ., as the same may be amended from time to time.

“ Change in Control ” means any of the following events: (a) any Person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) as is effect on the Closing Date) acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of Parent (or other securities convertible into such voting stock) representing more than 50% of the combined voting power of all voting stock of Parent; (b)(i) Parent ceases to own, directly or indirectly, at least 100% of the outstanding voting stock of Holdings, Wright and the other Borrowers on a fully diluted basis (with the exception of any Subsidiaries of Parent permitted to be dissolved or merged to the extent otherwise permitted by this Agreement) or (ii) Holdings ceases to own, directly or indirectly, at least 100% of the outstanding voting stock of Wright and the other Borrowers on a fully diluted basis (with the exception of any Subsidiaries of Parent permitted to be dissolved or merged to the extent otherwise permitted by this Agreement); or (c) the occurrence of a “Change of Control”, “Change in Control”, “Fundamental Change” or terms of similar import under any of the Cash Convertible Note Documents, or any other document or instrument governing or relating to Debt of such Person having a principal amount in excess of $25,000,000. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act.

“ Chattel Paper ” means “chattel paper” as defined in Article 9 of the UCC.

“ Closing Date” means the date of this Agreement.

“ CMS ” means the federal Centers for Medicare and Medicaid Services (formerly the federal Health Care Financing Administration), and any successor Governmental Authority.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means all property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation, all of the property described in Schedule 9.1 hereto; provided , that the Collateral shall not include any Excluded Property.

“ Commitment Annex ” means Annex A to this Agreement.

“ Compliance Certificate ” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit B hereto.

“ Consolidated Liquidity ” has the meaning set forth in Section 6.1.

“ Consolidated Subsidiary ” means, at any date, any Subsidiary the accounts of which would be consolidated with those of Parent in accordance with GAAP (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.

“ Contingent Obligation ” means, with respect to any Person, any direct or indirect liability of such Person: (a) with respect to any Debt of another Person (a “ Third Party Obligation ”) if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be protected, in whole or in part, against loss with respect thereto; (b) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for any obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and determinable amount, the maximum amount so Guaranteed or otherwise supported.

“ Controlled Group ” means all members of any group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with any Credit Party, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“ Correction ” means repair, modification, adjustment, relabeling, destruction or inspection (including patient monitoring) of a product without its physical removal to some other location.

“ Credit Exposure ” means, at any time, any portion of the Revolving Loan Commitment, the Term Loan Commitment and of any other Obligations that remains outstanding; provided, however, that no Credit Exposure shall be deemed to exist solely due to the existence of contingent indemnification liability, absent the assertion of a claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto.

“ Credit Party ” means (a) each Borrower, (b) each Guarantor, and (c) each other Person, whether now existing or hereafter acquired or formed that grants a Lien on all or substantially all of its assets to secure payment of the Obligations; provided, however, that in no event shall any Excluded Subsidiary be a “Credit Party” for purposes of this Agreement or the other Financing Documents.

“ Credit Party Liquidity ” has the meaning set forth in Section 6.1.

“ Credit Party Unrestricted Cash ” means unrestricted cash and cash equivalents of the Credit Parties that are (a) subject to a first priority perfected lien in favor of Agent for the benefit of Lenders, (b) held in the name of a Credit Party in a Deposit Account that is subject to a Deposit Account Control Agreement, and (c) not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transactions.

“ CVR Earn-Out ” means the obligation to make cash payments due to holders of Contingent Value Rights in the amounts and subject to the terms and conditions set forth in that certain Contingent Value Rights Agreement, dated as of March 1, 2013, between Wright Medical Group, Inc. and American Stock Transfer & Trust Company, LLC (the “ CVR Agreement ”).

“ Debt ” of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, including any “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and

similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts (in each case, except (1) trade accounts payable arising and paid within 120 days of when due, (2) current accounts payable incurred in the Ordinary Course of Business (including on an intercompany basis), (3) any earn-out obligation or purchase price adjustment until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (4) liabilities associated with customary prepayments and deposits), (d) all Capital Leases of such Person, (e) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) all Disqualified Equity Interests, (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person, (h) [Reserved], (i) all Debt of others Guaranteed by such Person, (j) off-balance sheet liabilities and/or ERISA Plan or Multiemployer Plan liabilities of such Person, and (k) obligations arising under non-compete agreements, bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business. Without duplication of any of the foregoing, Debt of Borrowers shall include any and all Loans.

“ Default ” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defined Period ” has the meaning set forth in Section 6.1.

“ Deposit Account ” means a “deposit account” as defined in Article 9 of the UCC, an investment account, or other account in which funds are held or invested for credit to or for the benefit of any Credit Party.

“ Deposit Account Control Agreement ” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any Credit Party and each financial institution in which such Credit Party maintains a Deposit Account, which agreement provides that (a) such financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Deposit Account without further consent by the applicable Credit Party, and (b) such financial institution shall agree that it shall have no Lien on, or right of setoff or recoupment against, such Deposit Account or the contents thereof, other than in respect of usual and customary service fees and returned items for which Agent has been given value, in each such case expressly consented to by Agent (acting reasonably), and containing such other terms and conditions as Agent may reasonably require, including as to any such agreement pertaining to any Lockbox Account, providing that such financial institution shall wire, or otherwise transfer, in immediately available funds, on a daily basis to the Payment Account (or, prior to the time of the initial borrowing of the Revolving Loans, such Deposit Account of Borrower, as Agent may direct in its sole discretion) all funds received or deposited into such Lockbox or Lockbox Account.

“ Disqualified Equity Interest ” means, with respect to any Person, any equity interest in such Person that by its terms (or by the terms of any security or other equity interest into which it is convertible or for which it is exchangeable, either mandatorily or at the option of anyone other than such Person), or upon the happening of any date certain, event or other condition (except, in the case of the following clauses (a), (b) and (c), as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the prior payment in full of all Loans and all other Obligations (other than with respect to contingent indemnification obligations for which no claim has been made), and the termination of the Revolving Loan Commitment):

(a) matures or is mandatorily redeemable (other than solely for equity interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such equity interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable at the option of the holder thereof for Debt or equity interests (other than solely for equity interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such equity interests);

(c) is or may be redeemable (other than solely for equity interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such equity interests) or is or may be required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

(d) requires the payment of any cash dividend or any other scheduled cash payment constituting a return of capital; or

(e) is or becomes convertible into or exchangeable for Debt or any other equity interests that would constitute Disqualified Equity Interests;

in each case, on or prior to the date that occurs 91 days after the Maturity Date; provided that if such equity interests are issued pursuant to a plan to, or for the benefit of, future, current or former employees, directors, officers, members of management or consultants of Parent or any Subsidiary, such equity interests shall not constitute “Disqualified Equity Interests” solely because they may be permitted to be repurchased by Parent or such Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of any employee’s, director’s, officer’s, management member’s or consultant’s termination of employment or service (as applicable), death or disability.

“ Distribution ” means as to any Person (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interest in such Person (except those payable solely in its equity interests of the same class), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any equity interests in such Person or any claim respecting the purchase or sale of any equity interest in such Person, or (ii) any option, warrant or other right to acquire any equity interests in such Person, (c) any payment in respect of management fees, salaries or other fees or compensation to any Person holding an equity interest in Parent or a Subsidiary of Parent (other than reasonable and customary (i) payments of salaries to individuals, (ii) directors fees, and (iii) advances and reimbursements to employees or directors, in each case, made in the Ordinary Course of Business), or (d) repayments of or debt service on loans or other indebtedness held by any Person holding an equity interest in Parent or a Subsidiary of Parent unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other indebtedness.

“ Dollars ” or “ $ ” means the lawful currency of the United States of America.

“ Eligible Accounts ” means, collectively, the Eligible Domestic Accounts, Eligible Unbilled Domestic Accounts and Eligible Foreign Accounts.

“ Eligible Domestic Account ” means, subject to the criteria below, an account receivable of a Borrower, which (i) was generated in the Ordinary Course of Business, (ii) was generated originally in the name of a Borrower and not acquired via assignment or otherwise, (iii) is not an Eligible Foreign Account, and (iv) Agent, in its good faith credit judgment and discretion, deems to be an Eligible Domestic Account. The net amount of an Eligible Domestic Account at any time shall be (a) the face amount of such Eligible Domestic Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms) or credits at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, and (b) adjusted by applying percentages (known as “ Domestic Account liquidity factors ”) by payor and/or payor class based upon the applicable Borrower’s actual recent collection history for each such payor and/or payor class in a manner consistent with Agent’s underwriting practices and procedures. Such Domestic Account liquidity factors may be adjusted by Agent from time to time as warranted by Agent’s underwriting practices and procedures and using Agent’s good faith credit judgment. Without limiting the generality of the foregoing, no Account shall be an Eligible Domestic Account if:

(a) the Account remains unpaid more than one hundred twenty (120) days past the claim or invoice date;

(b) the Account is subject to any defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind (but only to the extent of such defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment), or the applicable Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

(c) to the extent the Account arises from the sale of goods, any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged (but only to the extent that such goods have been so returned, rejected, lost or damaged);

(d) to the extent the Account arises from the sale of goods, the sale was not an absolute, bona fide sale, or the sale was made on consignment or on approval or on a sale-or-return or bill-and-hold or progress billing basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee or the sale was not made in compliance with applicable Laws;

(e) to the extent the Account arises from the performance of services, the services have not actually been performed or the services were undertaken in violation of any law or the Account represents a progress billing for which services have not been fully and completely rendered;

(f) the Account is subject to a Lien (other than Liens in favor of Agent or Liens that have been expressly subordinated to the Liens of Agent), or Agent does not have a first priority, perfected Lien on such Account;

(g) the Account is evidenced by Chattel Paper or an Instrument (other than checks and other ordinary course payment instruments) of any kind, or has been reduced to judgment, unless such Chattel Paper or Instrument has been delivered to Agent;

(h) the Account Debtor is an Affiliate or Subsidiary of a Credit Party, or if the Account Debtor holds any Debt of a Credit Party;

(i) [Reserved];

(j) fifty percent (50%) or more of the aggregate unpaid Accounts from the Account Debtor obligated on the Account are not deemed Eligible Domestic Accounts under this Agreement for any reason other than with respect to the provisions of clauses (a) and (k) of this definition;

(k) the total unpaid Accounts of the Account Debtor obligated on the Account exceed twenty percent (20%) of the net amount of all Eligible Domestic Accounts owing from all Account Debtors (but only the amount of the Accounts of such Account Debtor exceeding such twenty percent (20%) limitation shall be considered ineligible);

(l) any covenant, representation or warranty contained in the Financing Documents with respect to such Account has been breached in any material respect;

(m) the Account is unbilled or has not been invoiced to the Account Debtor in accordance with the procedures and requirements of the applicable Account Debtor;

(n) the Account is an obligation of an Account Debtor that is the federal, state or local government or any political subdivision thereof, unless (i) such Account Debtor has been disclosed to the Agent prior to or as of the Original Closing Date or (ii) following the Original Closing Date, Agent has agreed to the contrary in writing and Agent has received from the Account Debtor the acknowledgement of Agent’s notice of assignment of such obligation pursuant to this Agreement or the Original Credit Agreement;

(o) the Account is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any law relating to bankruptcy, insolvency or relief of debtors;

(p) the Account Debtor has its principal place of business or executive office outside the United States, including any territories thereof;

(q) the Account is payable in a currency other than Dollars;

(r) the Account Debtor is an individual;

(s) the Borrower owning such Account has not signed and delivered to Agent notices, in the form requested by Agent, directing the Account Debtors to make payment to the applicable Lockbox Account;

(t) the Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);

(u) the Account arises out of the sale of any Inventory upon which any other Person holds, claims or asserts a Lien (other than a Permitted Lien); or

(v) the Account or Account Debtor fails to meet such other commercially reasonable specifications and requirements that may from time to time be established by Agent in its reasonable credit judgment and discretion and based, in each case, on the results of borrowing base audits and customary related due diligence conducted by Agent from time to time after the Original Closing Date.

“ Eligible Equipment ” means, subject to the criteria below, all Equipment constituting manufacturing machinery that is located on the Arlington Road Premises and is: (a)(i) during the term of the applicable Arlington Personal Property Lease, leased by a Borrower pursuant to the applicable Arlington Personal Property Lease and subject to the Landlord Estoppel Agreement or (ii) following the termination of the applicable Arlington Personal Property Lease, owned by a Borrower, in each case, free and clear of all Liens other than Liens in favor of Agent securing the Obligations, (b) in good operating condition (ordinary wear and tear excepted), and (c) not obsolete or surplus Equipment. In addition, Agent reserves the right, at any time and from time to time after the Original Closing Date (including on the basis of any appraisal conducted after the Original Closing Date), to adjust any of the applicable criteria, to establish new criteria and to adjust advance rates with respect to Eligible Equipment in its reasonable and good faith credit judgment and discretion, subject to the approval of Required Lenders in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available.

“ Eligible Foreign Account ” means, subject to the criteria below, an account receivable of a Borrower, which (i) was generated in the Ordinary Course of Business, (ii) was generated originally in the name of a Borrower and not acquired via assignment or otherwise, (iii) is not an Eligible Domestic Account, and (iv) Agent, in its good faith credit judgment and discretion, deems to be an Eligible Foreign Account. Accounts denominated in foreign currencies shall be converted to Dollars upon delivery by Borrowers of the current Borrowing Base Certificate at the then-current market rate approved by Agent in its reasonable discretion. The net amount of an Eligible Foreign Account at any time shall be (a) the face amount of such Eligible Foreign Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms) or credits of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, and (b) adjusted by applying percentages (known as “ Foreign Account liquidity factors ”) by payor and/or payor class based upon the applicable Borrower’s actual recent collection history for each such payor and/or payor class in a manner consistent with Agent’s underwriting practices and procedures. Such Foreign Account liquidity factors may be adjusted by Agent from time to time as warranted by Agent’s underwriting practices and procedures and using Agent’s good

faith credit judgment. Without limiting the generality of the foregoing, no Account shall be an Eligible Foreign Account if:

(a) the Account remains unpaid more than one hundred and twenty (120) days past the claim or invoice date;

(c) if the Account arises from the sale of goods, any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged (but only to the extent that such goods have been so returned, rejected, lost or damaged);

(d) if the Account arises from the sale of goods, the sale was not an absolute, bona fide sale, or the sale was made on consignment or on approval or on a sale-or-return or bill-and-hold or progress billing basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee or the sale was not made in compliance with applicable Laws;

(e) if the Account arises from the performance of services, the services have not actually been performed or the services were undertaken in violation of any law or the Account represents a progress billing for which services have not been fully and completely rendered;

(h) the Account Debtor is an Affiliate or Subsidiary of a Credit Party, or if the Account Debtor holds any Debt of a Credit Party;

(i) [Reserved];

(j) fifty percent (50%) or more of the aggregate unpaid Accounts from the Account Debtor obligated on the Account are not deemed Eligible Foreign Accounts under this Agreement for any reason other than with respect to the provisions of clauses (a) and (k) of this definition;

(k) the total unpaid Accounts of the Account Debtor obligated on the Account exceed twenty percent (20%) of the net amount of all Eligible Foreign Accounts owing from all Account Debtors (but only the amount of the Accounts of such Account Debtor exceeding such twenty percent (20%) limitation shall be considered ineligible);

(l) any covenant, representation or warranty contained in the Financing Documents with respect to such Account has been breached in any material respect;

(m) the Account is unbilled or has not been invoiced to the Account Debtor in accordance with the procedures and requirements of the applicable Account Debtor;

(n) the Account is an obligation of an Account Debtor that is the federal, state or local government or any political subdivision thereof, unless Agent has agreed to the contrary in writing and Agent

has received from the Account Debtor the acknowledgement of Agent’s notice of assignment of such obligation pursuant to this Agreement or the Original Credit Agreement;

(p) [Reserved];

(q) [Reserved];

(r) the Account Debtor is an individual;

(s) the Borrower owning such Account has not signed and delivered to Agent notices, in the form requested by Agent, directing the Account Debtors to make payment to the applicable Lockbox Account;

(t) the Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);

(u) the Account arises out of the sale of any Inventory upon which any other Person holds, claims or asserts a Lien (other than a Permitted Lien); or

(v) the Account or Account Debtor fails to meet such other commercially reasonable specifications and requirements that may from time to time be established by Agent in its reasonable credit judgment and discretion and based, in each case, on the results of borrowing base audits conducted and customary related due diligence by Agent from time to time after the Original Closing Date.

“ Eligible Inventory ” means Inventory owned by a Borrower and acquired and dispensed by such Borrower in the Ordinary Course of Business that Agent, in its good faith credit judgment and discretion, deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if:

(a) such Inventory is not owned by a Borrower free and clear of all Liens and rights of any other Person (other than Agent and other than Permitted Liens) (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Inventory);

(b) such Inventory is placed on consignment or is in transit, in each case, as reasonably determined by the Borrowers;

(c) such Inventory is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent;

(d) such Inventory is excess, obsolete, unsalable, shopworn, seconds, damaged, unfit for sale, unfit for further processing, is of substandard quality or is not of good and merchantable quality, free from any defects, in each case, as reasonably determined in accordance with GAAP (to the extent applicable);

(e) such Inventory consists of marketing materials, display items or packing or shipping materials, or manufacturing supplies (other than in the case of Raw Materials Inventory);

(f) [Reserved];

(g) [Reserved];

(h) such Inventory is not subject to a first priority Lien in favor of Agent (subject to Permitted Liens);

(i) such Inventory consists of goods that can be transported or sold only with licenses that are not readily available or of any substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance, or similar term, by any Environmental Law or any Governmental Authority applicable to Borrowers or their business, operations or assets;

(j) such Inventory is not covered by property damage insurance reasonably acceptable to Agent;

(k) any covenant, representation or warranty contained in the Financing Documents with respect to such Inventory has been breached in any material respect;

(l) such Inventory is (i) located outside of the continental United States or (ii) on premises where the aggregate amount of all Inventory (valued at cost) and Surgical Instrumentation of Borrowers located thereon is less than $500,000;

(m) such Inventory is located on premises containing an excess of $500,000 of Inventory (valued at cost) and Surgical Instrumentation with respect to which Agent has not received a landlord, warehouseman, bailee or mortgagee letter reasonably acceptable in form and substance to Agent unless (i) at all times following the date that is ninety (90) days after the Original Closing Date, such location is listed on Schedule 9.2 and (ii) Agent has instituted a reserve for six (6) months’ rent or third party charges, as applicable (a “ Rent Reserve ”);

(n) to the extent that the average end-of-day principal balance of Revolving Loan Outstandings during the thirty (30) day period immediately proceeding the relevant calculation date exceeded $85,000,000, such Inventory is located at an Access Agreement Location with respect to which Agent has not received a landlord, warehouseman, bailee or mortgagee letter reasonably acceptable in form and substance to Agent within the time period set forth in Section 4.11(c);

(o) such Inventory consists of (A) discontinued items, (B) slow-moving or excess items held in inventory, or (C) used items held for resale, in each case, as reasonably determined in accordance with GAAP (to the extent applicable);

(p) other than in case of Raw Materials Inventory and Work-In-Process, such Inventory does not consist of finished goods;

(q) such Inventory does not meet all standards imposed by any Governmental Authority in all material respects, including with respect to its production, acquisition or importation (as the case may be);

(r) such Inventory is held for rental or lease by or on behalf of Borrowers;

(s) such Inventory is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties, which agreement restricts the ability of Agent or any Lender to sell or otherwise dispose of such Inventory; or

(t) such Inventory fails to meet such other commercially reasonable specifications and requirements which may from time to time be established by Agent in its good faith credit judgment and discretion and based, in each case, on the results of borrowing base audits and customary related due diligence conducted by Agent from time to time after the Original Closing Date. Agent and Borrowers agree that Inventory shall be subject to periodic appraisal by Agent and that valuation of Inventory shall be subject to adjustment pursuant to the results of such appraisal. Notwithstanding the foregoing, the valuation of Inventory shall be subject to any legal limitations on sale and transfer of such Inventory.

“ Eligible Surgical Instrumentation ” means any Surgical Instrumentation owned by a Borrower and acquired and dispensed by such Borrower in the Ordinary Course of Business that Agent, in its good faith credit judgment and discretion, deems to be Surgical Instrumentation. Without limiting the generality of the foregoing, no Surgical Instrumentation shall be Eligible Surgical Instrumentation if:

(a) such Surgical Instrumentation is not owned by a Borrower free and clear of all Liens and rights of any other Person (other than in favor of Agent and other than Permitted Liens) (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Surgical Instrumentation);

(b) such Surgical Instrumentation is placed on consignment or is in transit, in each case, as reasonably determined by the Borrowers;

(c) such Surgical Instrumentation is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favor of Agent;

(d) such Surgical Instrumentation is obsolete, unsalable, damaged, are of substandard quality or are not free from any defects, in each case, as reasonably determined in accordance with GAAP (to the extent applicable);

(e) such Surgical Instrumentation consists of marketing materials, display items or packing or shipping materials, or manufacturing supplies;

(f) such Surgical Instrumentation is not subject to a first priority Lien in favor of Agent (subject to Permitted Liens);

(g) such Surgical Instrumentation consists of goods that can be transported or sold only with licenses that are not readily available or of any substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance, or similar term, by any Environmental Law or any Governmental Authority applicable to Borrowers or their business, operations or assets;

(h) such Surgical Instrumentation is not covered by property damage insurance reasonably acceptable to Agent;

(i) any covenant, representation or warranty contained in the Financing Documents with respect to such Surgical Instrumentation has been breached in any material respect;

(j) such Surgical Instrumentation is (i) located outside of the continental United States, or (ii) on premises where the aggregate amount of all Surgical Instrumentation and all Inventory (valued at cost) of Borrowers located thereon is less than $500,000;

(k) such Surgical Instrumentation is located on premises containing an aggregate amount in excess of $500,000 of Surgical Instrumentation and Inventory (valued at cost) with respect to which Agent has not received a landlord, warehouseman, bailee or mortgagee letter reasonably acceptable in form and substance to Agent unless, (i) at all times following the date that is ninety (90) days after the Original Closing Date, such location is listed on Schedule 9.2 and (ii) Agent has instituted a Rent Reserve has been established with respect to such premises, as and if applicable;

(l) to the extent that the average end-of-day principal balance of Revolving Loan Outstandings during the thirty (30) day period immediately proceeding the relevant calculation date exceeded $85,000,000, such Surgical Instrumentation is located at an Access Agreement Location with respect to which Agent has not received a landlord, warehouseman, bailee or mortgagee letter reasonably acceptable in form and substance to Agent within the time period set forth in Section 4.11(c);

(m) such Surgical Instrumentation does not meet all standards imposed by any Governmental Authority in all material respects, including with respect to its production, acquisition or importation (as the case may be);

(n) such Surgical Instrumentation is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties, which agreement restricts the ability of Agent or any Lender to sell or otherwise dispose of such Surgical Instrumentation; or

(o) such Surgical Instrumentation fails to meet such other commercially reasonable specifications and requirements which may from time to time be established by Agent in its good faith credit judgment and discretion and discretion and based, in each case, on the results of borrowing base audits and customary related due diligence conducted by Agent from time to time after the Original Closing Date. Agent and Borrowers agree that Surgical Instrumentation shall be subject to periodic appraisal by Agent and that valuation of Surgical Instrumentation shall be subject to adjustment pursuant to the results of such appraisal. Notwithstanding the foregoing, the valuation of Surgical Instrumentation shall be subject to any legal limitations on sale and transfer of such Surgical Instrumentation.

“ Eligible Unbilled Domestic Account ” means any Account of a Borrower that (i) has not been invoiced or billed that would constitute an Eligible Domestic Account but for the requirements of clause (a) and clause (m) of the definition “Eligible Domestic Account” and (ii) no more than sixty (60) days has elapsed since the day on which such Borrower completed performance of the services or delivered the goods, as applicable, giving rise to such Account.

“ Environmental Laws ” means any Laws, pertaining to the protection of the environment, pollution, natural resources, or human health (in relation to exposure to Hazardous Materials) including, without limitation, CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq. ), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq. ), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq. ), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq. ), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq. ), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq. ), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to any of the foregoing and judicial interpretations thereof.

“ Equipment ” means “equipment” as defined in Article 9 of the UCC.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

“ ERISA Plan ” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which is subject to Section 412 of the Code and Title IV of ERISA and which any Credit Party or member of the Controlled Group maintains, sponsors or contributes to, or to which any Credit Party or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“ Event of Default ” has the meaning set forth in Section 10.1.

“ Excluded Accounts ” has the meaning set forth in Section 5.14.

“Excluded Domestic Holdco ” means a wholly-owned Subsidiary of Parent substantially all the assets of which consist of capital stock or other equity interests in Foreign Subsidiaries held directly or indirectly by such Subsidiary and who does not engage in any business, operations or activity other than that of a holding company.

“ Excluded Perfection Assets ” means, collectively:

(a) any fee-owned real property (other than Material Real Property), and any leasehold interests in real property;

(b) motor vehicles, aircraft and other assets subject to certificates of title with an aggregate net book value (as reasonably determined by the Borrowers) of less than $10,000,000 (other than to the extent (x) a security interest thereon can be perfected by the filing of a financing statement under the UCC and (y) an Event of Default has occurred and Agent has elected to require, by written notice to the Credit Parties, that the Credit Parties take all such steps necessary to perfect a lien in favor of Agent, for the benefit of the Lenders, in such motor vehicles and other assets subject to certificates of title);

(c) commercial tort claims where the amount of damages claimed by the applicable Credit Party is less than $2,000,000 in the aggregate for all such commercial tort claims;

(d) Letter-of-Credit Rights with an aggregate value of less than $2,000,000 (other than to the extent a security interest therein can be perfected by the filing of a financing statement under the UCC);

(e) electronic chattel paper with an aggregate value in excess of $2,000,000;

(f) Excluded Accounts; and

(g) assets of the Credit Parties located outside of the United States to the extent the granting or perfection of a security interest in such assets would require action outside of the United States, including, for the avoidance of doubt, the delivery of certificates evidencing equity interests in any direct Foreign Subsidiary of Parent to Agent.

“ Excluded Property ” means:

(a) any lease, license, contract, permit, letter of credit, instrument, or agreement to which a Credit Party is a party or any of its rights or interests thereunder if and to the extent that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Credit Party therein or (ii) result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, permit, agreement or other property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law); provided , however , that such security interest or lien (x) shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied, (y) to the extent severable, shall attach immediately to each term of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above and (z) shall attach immediately to each such lease, license, contract, property rights or agreement to which the account debtor or the Credit Party’s counterparty has consented to such attachment;

(b) more than 65% of the voting stock of each Excluded Subsidiary that is a Foreign Subsidiary or an Excluded Domestic Holdco directly held by any Credit Party, if the grant of a security interest in excess of such percentage to secure the Obligations would cause material adverse tax consequences for such Credit Party under the Code;

(c) equity interest of TMW Insurance, Inc., so long as TMW Insurance, Inc. at no time has assets with a value in excess of $500,000 in the aggregate;

(d) margin stock;

(e) equity interests in any Person (other than wholly owned Subsidiaries or any entity wholly owned by the Credit Parties collectively) to the extent a pledge of such interests is not permitted by the terms of such Person’s organizational (including special purpose entities) or joint venture documents (so long as such joint venture was not entered into (or such Subsidiary was not formed) in contravention of the terms of the Financing Documents and such prohibition did not arise as part of the acquisition or formation thereof or in anticipation of the restrictions under the Financing Documents);

(f) any equity interests of Wright Medical Europe C.V. and TMG France; and

(g) any “intent-to-use” trademark or service mark application for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively by the United States Patent and Trademark Office;

provided , that Excluded Property shall not, in any case, include any proceeds, substitutions or replacements of Excluded Property (unless such proceeds, substitutions or replacement would itself constitute Excluded Property).

“ Excluded Subsidiary ” means (a)(i) any Foreign Subsidiary of Parent, (ii) any Excluded Domestic Holdco, and (iii) any direct or indirect Subsidiary of any other Excluded Subsidiary under this clause (a), (b) any Subsidiary that is prohibited by any applicable Laws from providing a Guarantee of all or part of the Obligations (but only for so long as such Guarantee is so prohibited), (c) TMW Insurance, Inc., so long as TMW Insurance, Inc. at no time has assets with a value in excess of $500,000 in the aggregate, and (d) any other Subsidiary of Parent with respect to which, in the reasonable judgments of the Agent and the Borrowers, the cost or other consequences of becoming a Guarantor shall be excessive in view of the benefits to be obtained by the Lenders therefrom. All Subsidiaries constituting “Excluded Subsidiaries” on the Closing Date are set forth on Schedule 1.1 .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof and any agreement entered into pursuant thereto, including any intergovernmental agreements and any rules or guidance implementing such intergovernmental agreements.

“ FCPA ” has the meaning set forth in Section 3.26.

“ FDA ” means the Food and Drug Administration of the United States of America, any comparable state or local Governmental Authority, any comparable Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing.

“ FDCA ” means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. § 301 et seq. , and all regulations promulgated thereunder.

“ Fee Letter ” means each agreement between Agent and any Credit Party relating to fees payable to Agent, for its own account, in connection with the execution of this Agreement or the Original Credit Agreement.

“ Financing Documents ” means this Agreement, any Notes, the Security Documents, each Fee Letter, each subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents, instruments and agreements related to the Obligations and heretofore executed, including concurrently with the Original Credit Agreement, executed concurrently herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Fiscal Quarter ” means each three month period corresponding to Parent’s fiscal year accounting calendar.

“ Fiscal Year ” means the twelve-month accounting period of Parent beginning from the Monday nearest to December 31 of each calendar year and ending on the Sunday nearest to December 31 of each calendar year.

“ Foreign Lender ” has the meaning set forth in Section 2.8(c).

“ Foreign Subsidiary ” means any Subsidiary of Parent that is not organized under the laws of the United States of America, any state thereof or the District of Columbia.

“ GAAP ” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are applicable to the circumstances as of the date of determination.

“ General Intangible ” means any “general intangible” as defined in Article 9 of the UCC, and any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment intangibles and software.

“ Good Manufacturing Practices ” means current good manufacturing practices, as set forth in 21 C.F.R. Parts 210 and 211.

“ Governmental Authority ” means any nation or government, any state, local or other political subdivision thereof, and any agency, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

“ Guarantee ” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided , however , that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business. The term “ Guarantee ” used as a verb has a corresponding meaning.

“ Guarantor ” means Parent and each other Credit Party that has executed or delivered, or shall in the future execute or deliver, any Guarantee of any portion of the Obligations, in each case, other than an Excluded Subsidiary.

“ Hazardous Materials ” means petroleum and petroleum products (and any fraction thereof) and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials; and any other material or substance defined as a “hazardous substance,” “hazardous material,” “hazardous chemical,” “hazardous waste,” “solid waste,” “chemical substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law.

“ Healthcare Laws ” means all applicable Laws relating to the procurement, development, provision, clinical and non-clinical evaluation or investigation, product approval or clearance, manufacture, production,

analysis, distribution, dispensing, importation, exportation, use, handling, quality, reimbursement, sale, labeling, advertising, promotion, or postmarket requirements of any medical device or other product (including, without limitation, any ingredient or component of, or accessory to, the foregoing products) subject to regulation under the FDCA, and similar state or foreign laws, controlled substances laws, pharmacy laws, consumer product safety laws, Medicare, Medicaid, and all laws, policies, procedures, requirements and regulations pursuant to which Regulatory Required Permits are issued, in each case, as the same may be amended from time to time.

“ Holdings ” means Trooper Holdings Inc., a Delaware corporation.

“ IDB ” means The Industrial Development Board of the Town of Arlington, Tennessee, a public not-for-profit corporation of the State of Tennessee.

“ Imascap ” means Imascap SAS, a company organized under the laws of France.

“ Imascap Acquisition ” means the acquisition of all or substantially all of the equity interests of Imascap by TMG France pursuant to the terms of the Imascap Share Purchase Agreement.

“ Imascap Share Purchase Agreement ” means that certain Share Purchase Agreement, dated as of December 14, 2017, by and among TMG France, as purchaser, Parent, as purchaser guarantor, Genesis Innovation Group, LLC, as a seller, and the other individual sellers party thereto.

“ Instrument ” means “instrument”, as defined in Article 9 of the UCC.

“ Intellectual Property ” means all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade names, service marks, mask works, rights of use of any name, domain names, or any other similar rights, and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, know-how and processes, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions, and all applications and licenses therefor, used in or necessary for the conduct of the business of such Person, and any claims for damage by way of any past, present, or future infringement of any of the foregoing.

“ Intellectual Property Security Agreement ” means the Amended and Restated Intellectual Property Security Agreement, dated as of the Closing Date, by and among Agent, Parent, Wright and each of the direct and indirect subsidiaries of Parent party thereto from time to time, as grantors, as amended, supplemented, restated or otherwise modified from time to time.

“ Interest Period ” means any period commencing on the first day of a calendar month and ending on the last day of such calendar month.

“ Inventory ” means “inventory” as defined in Article 9 of the UCC.

“ Investment ” means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) to make any acquisition (including through licensing) of (i) of all or substantially all of the assets of another Person, or (ii) any business, Product, business line or product line, division or other unit operation of any Person or (c) to make or purchase any advance, loan, extension of credit or capital contribution to, or any other investment in, any Person. The amount of any Investment shall be (x) for any Investment (other than Investments consisting of loans, advances and other Debt that is purchased or acquired by such Person (any such Investments being referred to herein as a “Loan”)), the actual amount of such Investment plus the cost of all additions thereto, without adjustment for subsequent increases or decreases in the value of such Investment, and (y) in the case of any Loan, on any date of determination, the then outstanding principal

balance of such Loan (giving effect to any repayments in principal in the case of any Loan but not giving effect to any write-offs or other forgiveness by the lender in respect of such Loan).

“ Joinder Requirements ” has the meaning set forth in Section 4.11(d).

“ L/C Cash Collateral Accounts ” means, collectively, each segregated Deposit Account of Borrowers from time to time established and maintained with the issuers of letters of credit for the sole purpose of securing Borrower’s obligations under such letters of credit to the extent such obligations constitute “Permitted Contingent Obligations” for purposes of clause (h) of the definition of thereof; provided, that (a) no such Deposit Account shall hold an aggregate of cash and cash equivalents in excess of 110% of the aggregate value of the letters of credit it is securing and (b) with respect to all such Deposit Accounts, the aggregate amount deposited there in at any time does not exceed $5,000,000.

“ Landlord Estoppel Agreement ” means that certain Landlord Waiver, Estoppel & Subordination Agreement, dated as of the Original Closing Date, in respect of the personal property of Credit Parties located at the Arlington Road Premises, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Laws ” means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance. “ Laws ” includes, without limitation, Healthcare Laws and Environmental Laws.

“ Lender ” means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the respective successors and permitted assigns of all of the foregoing, and “ Lenders ” means all of the foregoing.

“ Letter-of-Credit Rights ” means “letter-of-credit rights” as defined in Article 9 of the UCC.

“ LIBOR Rate ” means, for each Loan, a per annum rate of interest equal to the greater of (a)(i) with respect to Term Loans, one percent (1.0%), and (ii) with respect to Revolving Loans and all other Obligations (other than Term Loans) accruing interest hereunder, three quarters of one percent (0.75%) and (b) the rate determined by Agent (rounded upwards, if necessary, to the next 1/100th%) by dividing (i) the Base LIBOR Rate for the Interest Period, by (ii) the sum of one minus the daily average during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for “Eurocurrency Liabilities” (as defined therein).

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such asset. For the purposes of this Agreement and the other Financing Documents, any Credit Party or any Subsidiary thereof shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“ Litigation ” means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

“ Loan Account ” has the meaning set forth in Section 2.6(b).

“ Loan(s) ” means the Term Loans, the Revolving Loans and each and every advance under the Term Loans, or any combination of the foregoing, as the context may require. All references herein to the “making”

of a Loan or words of similar import shall mean, with respect to the Term Loans, the making of any advance in respect of a Term Loan.

“ Lockbox ” has the meaning set forth in Section 2.11.

“ Lockbox Account ” means an account or accounts maintained at the Lockbox Bank into which collections of Accounts are paid, which account or accounts shall be, if requested by Agent, opened in the name of Agent (or a nominee of Agent).

“ Lockbox Bank ” has the meaning set forth in Section 2.11.

“ Market Withdrawal ” means a Person’s Removal or Correction of a distributed product which involves a minor violation that would not be subject to legal action by the FDA or which involves no violation, e.g., normal stock rotation practices, routine equipment adjustments and repairs, etc.

“ Material Adverse Effect ” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the condition (financial or otherwise), operations, business, or properties of the Borrowers (taken as a whole) or the Credit Parties (taken as a whole), (b) the rights and remedies of Agent or Lenders under the Financing Document, or the ability of the Borrowers (taken as a whole) or the Credit Parties (taken as a whole), to perform their material obligations under any Financing Document, (c) the legality, validity or enforceability of any Financing Document, (d) the existence, perfection or priority of any security interest granted in any Financing Document, (e) the value of any material Collateral, or (f) a material impairment of the prospect of repayment of any portion of the Obligations.

“ Material Contracts ” means (a) the Operative Documents, (b) the Cash Convertible Note Documents, (c) the agreements listed on Schedule 3.17 , and (d) each other agreement or contract to which a Credit Party or any of its Subsidiaries is a party the termination of which could reasonably be expected to result in a Material Adverse Effect.

“ Material Intangible Assets ” means all of each Credit Party’s (i) Intellectual Property and (ii) license or sublicense agreements or other agreements with respect to rights in Intellectual Property, in each case that are material to the condition (financial or other), business or operations of the Credit Parties, as reasonably determined by the Agent.

“ Material Permits and Rights ” has the meaning set forth Section 8.1(b).

“ Material Real Property ” means any real property located in the United States that is owned in fee by any Credit Party with a fair market value (as reasonably determined by the Credit Parties) in excess of $5,000,000 individually or $15,000,000 in the aggregate together with all other real property that is owned by the Credit Parties and located in the United States.

“ Maturity Date ” means the date that is the earliest to occur of the following:

(a) sixty (60) calendar months following the Original Closing Date;

(b) the date that is ninety-one (91) days prior to the maturity date of the 2020 Cash Convertible Notes (as such maturity date may be extended from time to time in accordance with the terms of this Agreement);

(c) the date that is ninety-one (91) days prior to the maturity date of the 2021 Cash Convertible Notes (as such maturity date may be extended from time to time in accordance with the terms of this Agreement); and

(d) any earlier date on which the Revolving Loan Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof;

provided , that (i) with respect to clause (b) above, if the maturity date of the 2020 Cash Convertible Notes has been extended with respect to 2020 Cash Convertible Notes comprising eighty-five percent (85%) or more of the aggregate principal amount of such 2020 Cash Convertible Notes outstanding as of the Closing Date but less than all of such notes, the maturity date shall be deemed extended for purposes of this definition for so long as the Credit Parties maintain Credit Party Unrestricted Cash in an amount equal to the aggregate outstanding principal amount of the 2020 Cash Convertible Notes for which the maturity date was not extended, and (ii) respect to clause (c) above, if the maturity date of the 2021 Cash Convertible Notes has been extended with respect to 2021 Cash Convertible Notes comprising eighty-five percent (85%) or more of the aggregate principal amount of such 2021 Cash Convertible Notes outstanding as of the Closing Date but less than all of such notes, the maturity date shall be deemed extended for purposes of this definition for so long as the Credit Parties maintain Credit Party Unrestricted Cash in an amount equal to the aggregate outstanding principal amount of the 2021 Cash Convertible Notes for which the maturity date was not extended.

“ Maximum Lawful Rate ” has the meaning set forth in Section 2.7.

“ MCF ” means MidCap Funding IV Trust, a Delaware statutory trust, and its successors and assigns.

“ Medicaid ” means the medical assistance programs administered by state agencies and approved by CMS pursuant to the terms of Title XIX of the Social Security Act, codified at 42 U.S.C. 1396 et seq.

“ Medicare ” means the program of health benefits for the aged and disabled administered by CMS pursuant to the terms of Title XVIII of the Social Security Act, codified at 42 U.S.C. 1395 et seq.

“ Minimum Balance ” means, at any time, an amount that equals the product of: (i) the average Borrowing Base (or, if less on any given day, the Revolving Loan Commitment) during the immediately preceding month multiplied by (ii) the Minimum Balance Percentage for such month.

“ Minimum Balance Fee ” shall mean a fee equal to (a) the positive difference, if any, remaining after subtracting (i) the average end-of-day principal balance of Revolving Loan Outstandings during the immediately preceding month (without giving effect to the clearance day calculations referenced in Section 2.2(a)) from (ii) the Minimum Balance multiplied by (b) the highest interest rate applicable to the Revolving Loans during such month (or, during the existence of an Event of Default, the default rate of interest set forth in Section 10.5(a)).

“ Minimum Balance Percentage ” means twenty percent (20%).

“ Monthly Cash Burn Amount ” means, with respect to Credit Parties, an amount equal to Credit Parties’ change in cash and cash equivalents, without giving effect to any increase resulting from contributions or proceeds of financings, for either (a) the immediately preceding six (6) month period as determined as of the last day of the month immediately preceding the proposed consummation of the Permitted Acquisition and based upon the financial statements delivered to Agent in accordance with this Agreement for such period or (b) the immediately succeeding six (6) month period based upon the Transaction Projections, using whichever calculation as between clause (a) and clause (b) demonstrates a higher burn rate (or, in other words, more cash used), in either case, divided by six (6).

“ Minimum Cash Period ” has the meaning set forth in Section 6.5.

“ Multiemployer Plan ” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which (i) any Credit Party or any other member of the Controlled Group is making or accruing an obligation to make contributions or has within the preceding five (5) plan years (as determined on the applicable date of determination) made contributions, or (ii) any Person who in the last five (5) years was a member of the Controlled

Group has within the preceding five (5) years (as determined on the applicable date of determination) made contributions.

“ Net Book Value of Eligible Equipment ” means, at any time, the then-current book value of all Eligible Equipment (giving effect to any adjustments to such book value on or prior to the date of measurement thereof) less all accumulated depreciation and amortization of such Equipment through the date of measurement, all as determined in accordance with GAAP.

“ Net Book Value of Surgical Instrumentation” means, at any time, the then-current book value of all Eligible Surgical Instrumentation (as adjusted in accordance with this Agreement) less all accumulated depreciation and amortization of such Surgical Instrumentation through the date of measurement, all as determined in accordance with GAAP.

“ Net Cash Proceeds ” means, (i) with respect to any Casualty Event, the amount of any cash insurance proceeds or condemnation awards received by any Credit Party or any of its Subsidiaries in connection with such Casualty Event net of (A) out-of-pocket expenses, (B) repayment of secured debt permitted by Section 5.2 on the property which is subject to such Casualty Event and is not subordinated in writing to the Lenders’ Liens on the same property and encumbering the property that suffered such casualty, (C) any taxes payable by such Person on account of such insurance proceeds or condemnation award, actually paid, assessed or estimated by such Person (in good faith) to be payable within twelve (12) months following such Casualty Event, (D) a reasonable reserve established in accordance with GAAP against any adjustments to the sale price or any liabilities (other than taxes deducted in clause (C) above) related to any of the applicable assets and retained by such Person ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), and (E) any amounts required to be turned over to landlords pursuant to the terms of any lease to which Parent or any of its Subsidiaries is a party in connection with such Casualty Event; and (ii) with respect to Asset Dispositions, the amount of the gross cash proceeds received by any Credit Party or any of its Subsidiaries net of (A) out-of-pocket fees, expenses, commissions, charges, and other reasonable costs of such transaction, (B) any taxes payable by such Person on account of the proceeds from such Asset Disposition, actually paid, assessed or estimated by such Person (in good faith) to be payable within twelve (12) months in connection with such proceeds, (C) the amount of cash and cash equivalents required to repay any Debt, (D) a reasonable reserve established in accordance with GAAP against any adjustments to the sale price or any liabilities (other than taxes deducted in clause (B) above) related to any of the applicable assets and retained by such Person or for any indemnification payments attributable to the seller’s indemnities and representations and warranties to purchaser in respect of such Asset Disposition ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (E) any amounts required to be turned over to landlords pursuant to the terms of any lease to which Parent or any of its Subsidiaries is a party in connection with such Asset Disposition, and (F) repayment of secured debt permitted under the definition of Permitted Debt and encumbering such asset.

“ Net Revenue ” has the meaning set forth in Section 6.1.

“ Notes ” has the meaning set forth in Section 2.3.

“ Notice of Borrowing ” means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit D hereto.

“ Obligations ” means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other amounts arising after the commencement of any case with respect to any Credit Party under the Bankruptcy Code or any similar statute which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“ OFAC ” means the U.S. Department of Treasury Office of Foreign Assets Control.

“ OFAC Lists ” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“ Operative Documents ” means the Financing Documents and Subordinated Debt Documents.

“ Ordinary Course of Business ” means, in respect of any transaction involving any Credit Party, the ordinary course of business of the Credit Parties (taken as a whole), as conducted by the Credit Parties in accordance with past practices, as applicable.

“ Organizational Documents ” means, with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating, limited liability company or members agreement), including any and all shareholder agreements or voting agreements relating to the capital stock or other equity interests of such Person.

“ Original Closing Date ” means December 23, 2016.

“ Original Credit Agreement ” has the meaning set forth in the recitals hereto.

“ Other Currency ” has the meaning set forth in Section 13.20.

“ Participant Register ” has the meaning set forth in Section 11.17(a)(iii).

“ Payment Account ” means the account specified on the signature pages hereof into which all payments by or on behalf of each Borrower to Agent under the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.

“ Payment Notification ” means a written notification substantially in the form of Exhibit E hereto.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to ERISA Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Perfection Certificate ” means the Perfection Certificate delivered to Agent as of the Closing Date, together with any amendments thereto required under this Agreement.

“ Permit ” means all licenses, certificates, accreditations, product clearances or approvals, provider numbers or provider authorizations, supplier numbers, marketing authorizations, drug or device authorizations and approvals, other authorizations, franchises, qualifications, accreditations, registrations, permits, consents and approvals of a Credit Party issued or required under Laws applicable to the business of a Credit Party or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under Laws applicable to the business of a Credit Party or any of its Subsidiaries. Without limiting the generality of the foregoing, “ Permit ” includes any Regulatory Required Permit.

“Permitted Acquisition” means any Acquisition by a Credit Party or any Subsidiary, in each case, to the extent that each of the following conditions shall have been satisfied:

(a) the Borrower Representative shall have delivered to Agent (i) for any Acquisition or series of related Acquisitions with an aggregate purchase price (including any deferred compensation) greater than or equal to $10,000,000, (A) at least ten (10) Business Days (or such shorter period as approved by the Agent in its sole discretion) prior to the closing of the proposed Acquisition: (x) a description of the proposed Acquisition and (y) to the extent available, a due diligence package (including, to the extent available, a quality of earnings report); and (B) not less than five (5) Business Days following the consummation of such Acquisition, executed counterparts of the material agreements, documents or instruments pursuant to which such Acquisition is to be consummated and any schedules to such agreements, documents or instruments or (ii) for any Acquisition or series of related Acquisitions with an aggregate purchase price (including any deferred compensation) less than $10,000,000, not less than five (5) Business Days following such Acquisition (or such shorter period as approved by the Agent in its sole discretion), executed counterparts of the material agreements, documents or instruments pursuant to which such Acquisition is to be consummated and any schedules to such agreements, documents or instruments;

(b) the Credit Parties (including any new Subsidiary to the extent required by Section 4.11) shall execute and deliver the agreements, instruments and other documents to the extent required by Section 4.11;

(c) no Event of Default has occurred and is continuing, or would exist after giving pro forma effect to, the proposed Acquisition;

(d) all transactions in connection with such Acquisition shall be consummated, in all material respects, in accordance with applicable Laws;

(e) the assets acquired in such Acquisition are for use in the same line of business as the Credit Parties are currently engaged or a line of business reasonably related thereto;

(f) such Acquisition shall not be hostile and, if applicable, shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equity holders of any Person being acquired in such Acquisition;

(g) no Debt or Liens are assumed or created (other than Permitted Liens and Permitted Debt) in connection with such Acquisition;

(h) Agent shall have received a certificate of a Responsible Officer of the Borrower Representative demonstrating, on a pro forma basis after giving effect to the consummation of such Acquisition, that the Credit Parties are in compliance with the financial covenants set forth in Article 6 ;

(i) Except as otherwise agreed by Agent and except in the case of the Imascap Acquisition, the total consideration paid or payable ( including without limitation, costs and expenses, deferred purchase price, seller notes and other liabilities incurred, assumed or to be reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition but excluding any equity interests issued as consideration for such Acquisition) (“ Acquisition Consideration ”) shall be in an amount not to exceed (A) (i) $15,000,000 in the aggregate for all such Acquisitions in the twelve (12) month period following the Original Closing Date, (ii) $30,000,000 in the aggregate for all such Acquisitions in any succeeding twelve (12) month period occurring thereafter and (B) $75,000,000 in the aggregate for all such Acquisitions from the Original Closing Date through the term of this Agreement; and

(j) Agent has received, prior to the consummation of such Acquisition, updated financial projections, in form and substance reasonably satisfactory to Agent, for the immediately succeeding twelve (12) months following the proposed consummation of the Acquisition beginning with the month during which the Acquisition is to be consummated (the “ Transaction Projections ”) and such other evidence as Agent may reasonably request demonstrating that, immediately before and immediately after giving effect to the

consummation of such Acquisition, the sum of (x) the aggregate amount of unrestricted cash held by Credit Parties in one or more Deposit Accounts, that in each case are subject to a first priority perfected security interest in favor Agent plus (y) the average daily Revolving Loan Availability during the sixty (60) day period immediately preceding such Acquisition is equal to or greater than the positive value of the product of (A) twelve (12) multiplied by (B) the Monthly Cash Burn Amount, as determined as of the last day of the month immediately preceding such Acquisition.

Notwithstanding the foregoing, no Accounts or Inventory acquired by a Credit Party in a Permitted Acquisition shall be included as Eligible Accounts, Eligible Equipment or Eligible Inventory until a field examination (and, if required by Agent, an Inventory appraisal) with respect thereto has been completed to the reasonable satisfaction of Agent, including the establishment of reserves required in Agent’s reasonable discretion; provided that field examinations and appraisals in connection with Permitted Acquisitions shall not count against the limited number of field examinations or appraisals for which expense reimbursement may be sought.

Notwithstanding the foregoing, the Imascap Acquisition shall constitute a Permitted Acquisition.

“ Permitted Asset Dispositions ” means the following Asset Dispositions: (a) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (b) dispositions of furniture, fixtures and equipment in the Ordinary Course of Business that the applicable Credit Party or Subsidiary determines in good faith is no longer used or useful in the business of such Credit Party or Subsidiary, (c) to the extent constituting an Asset Disposition, Permitted Investments, Permitted Liens, Permitted Licenses, and any mergers, consolidations, dispositions, dissolutions and liquidations expressly permitted pursuant to Section 5.6, (d) disposals of obsolete, worn out or surplus tangible personal property, (e) dispositions by any Credit Party to any Borrower so long as each Credit Party will remain Solvent after giving effect to the transfer, (f) the lapse, abandonment or disposition of Intellectual Property that is not material to the Credit Parties’ business and the cost of maintaining such Intellectual Property would outweigh the benefit to the Credit Parties of so maintaining it, (g) sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business, (h) dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between any joint venture parties set forth in joint venture arrangements and similar binding arrangements, (i) sales, transfers and other dispositions pursuant to any Cash Convertible Note-Related Transactions (including any termination and settlement in connection with a Permitted Cash Convertible Note Refinancing pursuant to clause (c) of the definition of Cash Convertible Note-Related Transaction), (j) (i) voluntary cancellations, terminations or surrender by any Credit Party or Subsidiary of a Credit Party of any immaterial lease or license, (ii) the expiration of any option agreement in respect of real or personal property and (iii) the settlement of any litigation claims (to the extent such claims constitutes an asset), in each case, in the Ordinary Course of Business, (k) Asset Dispositions by (i) any Borrower to any other Borrower, (ii) any Guarantor to any other Guarantor, and (iii) any Subsidiary that is not a Credit Party to another Subsidiary that is not a Credit Party, (l) to the extent constituting an Asset Disposition, transactions between Credit Parties and Excluded Subsidiaries permitted pursuant to Section 5.8(b), (m) Asset Dispositions necessary to effect a Permitted Internal Reorganization and approved in writing by Agent (such approval not to be unreasonably withheld, conditioned or delayed) (including the TMG Disposition (as defined in the Third Amendment to the Original Credit Agreement)), (n) sales, transfers and other dispositions of assets that are not permitted by any other subpart of this definition of “Permitted Asset Dispositions”; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (n) shall not exceed 10% of Total Assets during any Fiscal Year, and (o) other dispositions approved by Agent.

“ Permitted Cash Convertible Note Refinancing ” means each Permitted 2020 Cash Convertible Note Refinancing and each Permitted 2021 Cash Convertible Note Refinancing and any repurchase of Cash Convertible Notes with the proceeds of any offering of Additional Cash Convertible Notes.

“ Permitted Contest ” means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Credit Party or its Subsidiaries to any governmental tax authority or other third party, a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall

have been made on the books and records and financial statements of the applicable Credit Party(ies); provided , however , that (a) compliance with the obligation that is the subject of such contest is effectively stayed during such challenge; (b) Credit Parties’ and their Subsidiaries’ title to, and its right to use, the Collateral is not adversely affected thereby and Agent’s Lien and priority on the Collateral are not adversely affected, altered or impaired thereby; (c) the Collateral or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Credit Parties or their Subsidiaries; (d) Credit Parties have given Agent notice of the commencement of any contest of a material obligation and upon request by Agent, from time to time, notice of the status of such contest by Credit Parties and/or confirmation of the continuing satisfaction of this definition; and (e) upon a final determination of such contest, Credit Parties and their Subsidiaries shall promptly comply with the requirements thereof.

“ Permitted Contingent Obligations ” means

(a) Contingent Obligations arising in respect of the Debt under the Financing Documents;

(b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business;

(c) Contingent Obligations outstanding on the Original Closing Date and set forth on Schedule 5.1 (but not including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations other than extensions of the maturity thereof without any other material change in terms adverse to the Lenders);

(d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations;

(e) Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies;

(f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 5.6;

(g) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by a Credit Party or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;

(h) Contingent Obligations arising in connection with the issuance of letters of credit in an aggregate face amount not to exceed $5,000,000 at any one time outstanding secured solely by Liens permitted pursuant to clause (n) of the definition of Permitted Liens;

(i) Contingent Obligations incurred with respect to Permitted Debt provided that (x) any such Contingent Obligation is subordinated to the Obligations to the same extent as the Debt to which it relates is subordinated to the Obligations and (y) no Credit Party may incur Contingent Obligations under this clause (i) in respect of Debt incurred by any Person that is not a Borrower or Guarantor, other than to the extent consisting of a Permitted Investment;

(j) Contingent Obligations in respect of any customary indemnification obligations, purchase price adjustments, non-compete obligations (other than contingent earn-out obligations) of any Credit Party incurred in connection with the consummation of any Permitted Acquisition;

(k) Contingent Obligations in respect of obligations to suppliers, customers, franchisees and licensees incurred in the Ordinary Course of Business;

(l) a statement as referred to in Article 2:403 of the Dutch Civil Code (and any residual liability ( overblijvende aansprakelijkheid ) under such statement arising pursuant to Article 2:404(2) of the Dutch Civil Code, provided that once the condition under Article 2:404(3)(a) of the Dutch Civil Code has been fulfilled the relevant debtor shall ensure that any such residual liability will be terminated); provided that such statement is issued by the Parent in respect of a wholly-owned Subsidiary;

(m) any joint and several liability and any netting or set-off, arising in each case by operation of law as a result of the existence of a fiscal unity ( fiscale eenheid ) for Dutch tax purposes of which a Credit Party is or has been a member;

(n) other Contingent Obligations not permitted by clauses (a) through (m) above, not to exceed $25,000,000 in the aggregate at any time outstanding; and

(o) the unsecured Guarantee by Parent of the obligations of Tornier France under the Tornier Note.

“ Permitted Debt ” means:

(a) Credit Parties’ and their Subsidiaries’ Debt to Agent and each Lender under this Agreement and the other Financing Documents;

(b) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business;

(c) Capital Leases and purchase money Debt not to exceed $60,000,000 at any time (whether in the form of a loan or a lease) used solely to acquire equipment or fixed assets used in the Ordinary Course of Business and secured only by such equipment or fixed assets, together with any Refinance Debt in respect thereof;

(d) Debt existing on the Original Closing Date and described on Schedule 5.1 (but not including any refinancings, extensions, increases or amendments to such Debt other than permitted Refinance Debt);

(e) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Debt existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by a Credit Party or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;

(f) Debt in the form of insurance premiums financed through the applicable insurance company;

(g) Debt owed to any Person providing worker’s compensation, health, disability or other employee benefits (other than ERISA) pursuant to reimbursement or indemnification obligations to such Person, in each case in the Ordinary Course of Business;

(h) trade accounts payable arising and paid within 120 days of the date when due and in the Ordinary Course of Business;

(i) Debt under the CVR Earn-Out pursuant to the terms thereof as in effect on the Original Closing Date; provided that no payments in respect of the CVR Earn-Out shall be made after the occurrence and during the continuance of any Event of Default (other than any Event of Default occurring solely pursuant to Section 10.1(b));

(j) Subordinated Debt;

(k) Debt of the Credit Parties incurred under (i) the 2020 Cash Convertible Notes, (ii) any associated Cash Convertible Note Hedging Arrangement and (iii) so long as no Event of Default has occurred and is continuing, any extension, renewal, refinancing, replacement or non-cash exchange of the 2020 Cash Convertible Notes; provided, that such extension, renewal, refinance, replacement or non-cash exchange Debt (a) does not increase the interest rate of the 2020 Cash Convertible Notes by an amount in excess of 5.0% and does not provide for any amortization payments or other regularly scheduled principal payments in advance of maturity, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that in the 2020 Cash Convertible Note Documents on the Original Closing Date (it being understood that, in each case, any provision requiring an offer to purchase such Debt as a result of a change of control, fundamental change, delisting, asset sale or similar provision or any exercise or conversion of equity interests shall not violate the foregoing restriction), (c) is unsecured, (d) does not have one or more obligors that are not obligors under this Agreement, (e) contains terms that are prevailing market terms at the time of issuing or initial borrowing for the type of financing and for the quality of issuer or borrower, as determined by the Borrowers and their advisors in their reasonable business judgment, (f) is in an original principal amount not greater than the aggregate principal amount of the 2020 Cash Convertible Notes being extended, renewed, refinanced, replaced or exchanged (with any additional principal amount deemed incurred pursuant to clause (bb) below) and any accrued and unpaid interest and reasonable fees and expenses (including reasonable upfront fees and original issue discount) incurred in connection therewith, and (g) if such Debt is cash convertible notes that require cash settlement, are subject to Cash Convertible Note Hedging Arrangements on terms substantially similar to the Cash Convertible Note Hedging Arrangements in place with respect to the 2020 Cash Convertible Notes; provided , that such Cash Convertible Note Hedging Arrangements may be settled in cash, equity interests of Parent, any combination thereof, or any one of the foregoing (collectively, a “ Permitted 2020 Cash Convertible Note Refinancing ”), which Permitted 2020 Cash Convertible Note Refinancing may, for the avoidance of doubt, be structured as a single or series of transactions;

(l) [reserved];

(m) without limiting the provisions of Section 5.7 with respect to any Investment by a Credit Party, Debt consisting of unsecured intercompany loans and advances (i) incurred by any Borrower owing to one or more other Borrowers, (ii) incurred by any Guarantor owing to one or more other Guarantors, (iii) incurred by any Excluded Subsidiary owing to any Credit Party solely to the extent constituting a Permitted Investment made by such Credit Party, or (iv) incurred by a Credit Party owing to a non-Credit Party or any Borrower owing to any Guarantor to the extent that such Debt (A) does not have scheduled amortization prior to the latest Maturity Date of the Loans and (B) is subordinated to the Obligations on terms and conditions reasonably satisfactory to the Agent;

(n) Debt of the Credit Parties related to commercial credit cards so long as such Debt is incurred in the Ordinary Course of Business and is unsecured;

(o) Debt in respect of treasury services agreements, netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs and similar arrangements, in each case so long as such Debt is incurred in the Ordinary Course of Business and is unsecured;

(p) to the extent constituting Debt, any Permitted Contingent Obligations;

(q) unsecured earn-out obligations and other similar contingent purchase price obligations incurred in connection with a Permitted Acquisition to the extent earned and payable and permitted pursuant to the definition of Permitted Acquisition and the other terms of this Agreement;

(r) to the extent constituting Debt, take-or-pay obligations contained in supply arrangements incurred in the Ordinary Course of Business;

(s) Debt of the Credit Parties incurred under (i) the 2021 Cash Convertible Notes, (ii) any associated Cash Convertible Note Hedging Arrangement and (iii) so long as no Event of Default has occurred

and is continuing, any extension, renewal, refinancing, replacement or non-cash exchange of the 2021 Cash Convertible Notes; provided, that such extension, renewal, refinance, replacement or non-cash exchange Debt (a) does not increase the interest rate of the 2021 Cash Convertible Notes by an amount in excess of 5.0% and does not provide for any amortization payments or other regularly scheduled principal payments in advance of maturity, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that in the 2021 Cash Convertible Note Documents on the Original Closing Date (it being understood that, in each case, any provision requiring an offer to purchase such Debt as a result of a change of control, fundamental change, delisting, asset sale or similar provision or any exercise or conversion of equity interests shall not violate the foregoing restriction), (c) is unsecured, (d) does not have one or more obligors that are not obligors under this Agreement, (e) contains terms that are prevailing market terms at the time of issuing or initial borrowing for the type of financing and for the quality of issuer or borrower, as determined by the Borrowers and their advisors in their reasonable business judgment, (f) is in an original principal amount not greater than the aggregate principal amount of the 2021 Cash Convertible Notes being extended, renewed, refinanced, replaced or exchanged (with any additional principal amount deemed incurred pursuant to clause (bb) below) and any accrued and unpaid interest and reasonable fees and expenses (including reasonable upfront fees and original issue discount) incurred in connection therewith, and (g) if such Debt is cash convertible notes that require cash settlement, are subject to Cash Convertible Note Hedging Arrangements on terms substantially similar to the Cash Convertible Note Hedging Arrangements in place with respect to the 2021 Cash Convertible Notes; provided , that such Cash Convertible Note Hedging Arrangements may be settled in cash, equity interests of Parent, any combination thereof, or any one of the foregoing (collectively, a “ Permitted 2021 Cash Convertible Note Refinancing ”), which Permitted 2021 Cash Convertible Note Refinancing may, for the avoidance of doubt, be structured as a single or series of transactions;

(t) Debt which represents extensions, renewals, refinancings or replacements (such Debt being so extended, renewed, refinanced or replaced being referred to herein as the “ Refinance Debt ”) of any of the Debt described in subparts (c), (d), (u), (w) and (aa) of this definition (such Debt being referred to herein as the “ Original Debt ”); provided that (i) such Refinance Debt does not increase the principal amount or interest rate of the Original Debt, except (A) by an amount equal to unpaid accrued interest and premiums thereon plus other reasonable and customary fees and expenses reasonably incurred in connection with such Refinance Debt, (B) by an amount equal to any existing commitments unutilized thereunder and (C) by any additional amounts permitted to be incurred pursuant to other subparts under this definition of Permitted Debt (so long as such additional Debt meets the applicable requirements of such other subparts); (ii) any Liens securing such Refinance Debt are not extended to any additional property of any Credit Party or any Subsidiary; (iii) no Credit Party or Subsidiary that is not originally obligated with respect to repayment of such Original Debt is required to become obligated with respect to such Refinance Debt; (iv) such Refinance Debt does not have a weighted average life to maturity greater than the weighted average life to maturity of such Original Debt; (v) the terms of such Refinance Debt (A) are on prevailing market terms at the time of issuing or borrowing for the type of financing and for the quality of the issuer or borrower, or (B) are not (excluding pricing, fees, premiums, rate floors, optional prepayment or redemption terms (and, if applicable, subordination terms) and security), taken as a whole, materially less favorable to the obligor thereunder than the terms of the Original Debt (other than covenant or any other provisions applicable only to periods after the Maturity Date) in each case, as determined by the Borrowers and their advisors in their reasonable business judgment; and (vi) if such Original Debt was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinance Debt must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders, taken as a whole as those that were applicable to such Original Debt;

(u) Debt of any Person that becomes a Subsidiary after the Original Closing Date in connection with a Permitted Acquisition; provided that (i) such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Debt permitted by this subpart (u), together with any Refinance Debt in respect thereof, shall not exceed $10,000,000 at any time outstanding;

(v) Debt of Excluded Subsidiaries owed to other Excluded Subsidiaries;

(w) Debt of Subsidiaries of Parent that are not Credit Parties not otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, together with any Refinance Debt in respect thereof;

(x) to the extent constituting Debt, the transactions permitted pursuant to Section 5.8(b);

(y) any joint and several liability and any netting or set-off, arising in each case by operation of law as a result of the existence of a fiscal unity ( fiscale eenheid ) for Dutch tax purposes of which a Credit Party is or has been a member;

(z) to the extent constituting Debt, deferred purchase price, seller notes and other liabilities incurred or assumed in connection with any Permitted Acquisition to the extent the same constitutes Acquisition Consideration and is incurred pursuant to the Imascap Acquisition (to the extent constituting a Permitted Acquisition) or permitted to be incurred pursuant to clause (i) of the definition of Permitted Acquisition);

(aa) other Debt not to exceed $50,000,000 outstanding at any one time; provided that such Debt may be secured only by Liens permitted pursuant to clause (q) of the definition of Permitted Liens and the aggregate outstanding principal amount of such Debt that is so secured shall not exceed $25,000,000 at any time outstanding, in each case, together with any Refinance Debt in respect thereof; and

(ab) Subject to Section 6.5 and so long as no Event of Default has occurred and is continuing or would result from the incurrence thereof, Debt of the Credit Parties incurred (i) under Additional Cash Convertible Note Documents in an aggregate principal amount not to exceed at any time outstanding $800,000,000; provided , that any premium payable in connection with a Permitted 2020 Cash Convertible Note Refinancing or a Permitted 2021 Cash Convertible Refinancing, including, for the avoidance of doubt, the amount of any trading premium in excess of par or exchange or refinancing premium, shall be deemed to reduce the amount available under this clause (bb) and not be incurred in reliance on clauses (k) or (s) above, and (ii) any associated Additional Cash Convertible Note Hedging Arrangement.

“ Permitted Discretion ” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“ Permitted Distributions ” means the following Distributions: (a) dividends by any Subsidiary of any Borrower to such parent Borrower; (b) dividends of any Excluded Subsidiary to the direct corporate parent of such Excluded Subsidiary; (c) dividends payable solely in common stock; (d) dividends in the Ordinary Course of Business to Parent to the extent necessary to permit Parent: (i) to pay (x) general administrative costs and expenses (including corporate overhead, legal or similar expenses) and franchise fees and taxes and similar fees, taxes and expenses required to maintain the organizational existence of Parent, in each case, which are reasonable and customary and incurred in the Ordinary Course of Business, plus any reasonable and customary indemnification claims made by directors, officers, members of management or employees of Parent, in each case, to the extent attributable to the ownership or operations of Parent or any of its Subsidiaries and (y) without duplication of the preceding clause (x), any Public Company Costs, (ii) to pay audit and other accounting and reporting expenses at Parent to the extent relating to the ownership or operations of its Subsidiaries, (iii) to pay insurance premiums to the extent relating to the ownership or operations of its Subsidiaries, (iv) to pay fees and expenses related to debt and equity offerings and Permitted Acquisitions and other Permitted Investments (whether or not consummated), (v) to pay the consideration to finance any Permitted Investment of Parent, and (vi) without duplication of clause (i)(y) above, to pay customary salary, bonus and other benefits payable to directors, officers, members of management and employees of Parent to the extent such salary, bonuses and other benefits are directly attributable and reasonably allocated to the operations of the Borrowers and their Subsidiaries, in each case, so long as Parent applies the amount of any such Distribution for such purpose; (e) dividends not exceeding $500,000 in the aggregate during any Fiscal Year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Parent and its Subsidiaries; (f) repurchases of stock of former or present employees, directors or consultants pursuant to stock purchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided,

however, that such repurchase does not exceed (x) $1,000,000 in the aggregate per Fiscal Year and (y) $5,000,000 in aggregate from the Original Closing Date through the term of this Agreement; (g) any dividends or other Distributions required to be made in connection with a Cash Convertible Notes-Related Transaction; (h) to the extent constituting Distributions, transactions in the Ordinary Course of Business to the extent permitted by Section 5.8(b) (excluding, for the avoidance of doubt, any Distributions made by Parent); (i) Distributions of cash and cash equivalents to Parent in an aggregate amount not to exceed the fair market value of cash, cash equivalents or marketable securities contributed to the capital of the Borrowers (i) prior to the Original Closing Date, to the extent contributed pursuant to agreements or other arrangements set forth on Schedule 5.3 and (ii) following the Original Closing Date, in each case inclusive of any returns, profits, distributions and similar amounts received on account of such capital contribution; and (j) to the extent constituting Distributions, the Permitted Internal Reorganization transactions.

“ Permitted Internal Reorganization ” means a corporate reorganization that has been approved in writing by Agent (such approval not to be unreasonably withheld, conditioned or delayed), following the Original Closing Date; provided , that in no event shall such corporate reorganization result in any reduction in the Collateral (or the value thereof) pledged to Agent hereunder or under the Security Documents or the perfection of Agent’s security interests therein, other than, in each case, the pledge of equity interests of certain Excluded Subsidiaries; provided , further , that the TMG Reorganization (as defined in the Third Amendment to the Original Credit Agreement) is a Permitted Internal Reorganization.

“ Permitted Investments ” means:

(a) Investments (i) shown on Schedule 5.7 and existing on the Original Closing Date and (ii) in Subsidiaries made prior to the Original Closing Date and any modification, replacement, renewal or extension thereof so long as any such modification, replacement, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by Section 5.7;

(b) cash and cash equivalents;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business;

(d) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Credit Parties or their Subsidiaries pursuant to employee stock purchase plans or agreements approved by Credit Parties’ Board of Directors (or other governing body), but the aggregate principal amount of all such loans outstanding may not exceed $250,000 at any time;

(e) Investments (including Debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business;

(f) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the Ordinary Course of Business, provided, however, that this subpart (f) shall not apply to Investments of Credit Parties in any Subsidiary;

(g) Investments consisting of (i) Deposit Accounts in which Agent has received a Deposit Account Control Agreement and (ii) Deposit Accounts that are Excluded Accounts (subject to any caps and applicable restrictions set forth in such definition);

(h) Investments by any Credit Party in any Subsidiary now owned or hereafter created by such Credit Party, which Subsidiary is a Borrower or has provided a Guarantee of the Obligations of the Borrowers which Guarantee is secured by a Lien granted by such Subsidiary to Agent in all or substantially all of its property of the type described in Schedule 9.1 hereto and otherwise made in compliance with Section 4.11(d);

(i) Investments (including in the form of loans and advances) consisting of cash and cash equivalents made by Credit Parties in Excluded Subsidiaries in an aggregate amount not to exceed to $15,000,000 at any time (with any amounts being repaid in cash to the maker not counting against such basket);

(j) to the extent constituting Investments, the settlement of intercompany accounts in the Ordinary Course of Business to the extent permitted by Section 5.8(b);

(k) Investments by any Excluded Subsidiary in any other Excluded Subsidiary;

(l) to the extent constituting an Investment, Permitted Debt, Permitted Liens, Permitted Distributions, Permitted Asset Dispositions and other transactions expressly permitted by Section 5.3;

(m) Investments consisting of (i) deposits, prepayments and other credits to suppliers and (ii) advances made in connection with the purchase of goods and services, in each case, in the Ordinary Course of Business and consistent with customary credit practices and policies;

(n) Investments of any Person existing at the time such Person becomes a Subsidiary of Parent or consolidates or merges with a Credit Party or Subsidiary (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation thereof and any modification, replacement, renewal or extension thereof so long as any such modification, replacement, renewal or extension does not increase the amount of such Investment except as otherwise permitted hereunder;

(o) so long as no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom, Investments consisting solely of cash and cash equivalents in joint ventures in an amount not to exceed $15,000,000 in the aggregate from the Original Closing Date through the term of this Agreement;

(p) Permitted Acquisitions;

(q) Investments necessary to effect a Permitted Internal Reorganization and approved in writing by Agent (such approval not to be unreasonably withheld, conditioned or delayed) (including the TMG Investment (as defined in the Third Amendment to the Original Credit Agreement));

(r) Investments required to be made pursuant to any Cash Convertible Notes-Related Transaction; and

(s) Other Investments consisting solely of cash and cash equivalents made by any Credit Party or any Subsidiary thereof in another Person in an amount not exceeding $10,000,000 in the aggregate from the Original Closing Date through the term of this Agreement.

“ Permitted License ” means any non-exclusive license of Intellectual Property rights of Credit Parties or their Subsidiaries so long as all such Permitted Licenses are granted to third parties in the Ordinary Course of Business, do not result in a legal transfer of title to the licensed property, and have been granted in exchange for fair consideration.

“ Permitted Liens ” means:

(a) deposits or pledges of cash to secure obligations under workmen’s compensation, social security or similar laws, or under unemployment insurance (but excluding Liens arising under ERISA or, with respect to any ERISA Plan or Multiemployer Plan, the Code) pertaining to a Credit Party or its Subsidiary’s employees;

(b) deposits or pledges of cash to secure bids, tenders, contracts (other than contracts for the payment of money or the deferred purchase price of property or services), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business;

(c) statutory or common law carrier’s, warehousemen’s, mechanic’s, workmen’s, materialmen’s, landlord’s or other like Liens on Collateral arising in the Ordinary Course of Business with respect to obligations which are not overdue for a period of more than sixty (60) days, or which are being contested pursuant to a Permitted Contest;

(d) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or the subject of a Permitted Contest;

(e) attachments, appeal bonds, judgments and other similar Liens on Collateral that do not constitute an Event of Default under Section 10.1(h); provided , however , that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Permitted Contest;

(f) with respect to real estate, easements, rights of way, restrictions, minor defects or irregularities of title and other similar restrictions, including environmental and land use restrictions, none of which, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Security Documents, materially affect the value or marketability of the Collateral, materially impair the use or operation of the Collateral for the use currently being made thereof or materially impair Credit Parties’ ability to pay the Obligations in a timely manner or materially impair the use of the Collateral or the ordinary conduct of the business of any Credit Party or any Subsidiary and, in the case of any real estate that is part of the Collateral, matters set forth as exceptions to or subordinate matters in the title insurance policy accepted by Agent insuring the Liens of the Security Documents;

(g) Liens and encumbrances in favor of Agent under the Financing Documents;

(h) Liens, other than on Collateral that is part of the Borrowing Base existing on the Original Closing Date and set forth on Schedule 5.2 , provided that such Liens shall secure only those obligations existing on the Original Closing Date, and any Refinance Debt in respect thereof;

(i) Liens on insurance policies and the proceeds thereof securing Debt permitted under subpart (f) of the definition of Permitted Debt;

(j) Liens (i) arising from operating leases with respect to assets not owned by any Credit Party or any Subsidiary and the precautionary UCC filings in respect thereof and (ii) on equipment or other materials which are not owned by the Credit Party or any Subsidiary located on the premises of any Credit Party or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the Ordinary Course of Business and consistent with customary practices of the Credit Party or Subsidiary and the precautionary UCC filings in respect thereof;

(k) any Lien on any equipment or fixed assets securing Debt permitted under subpart (c) of the definition of Permitted Debt and the precautionary UCC filings in respect thereof, provided, however, that such Lien attaches concurrently with or within twenty (20) days after the acquisition thereof, and Liens on such equipment or fixed assets securing any Refinance Debt;

(l) the interests of lessors or sublessors under operating leases and licensors or sublicensors under license agreements to the extent such license, lease, sublease or sublicense is otherwise permitted under this Agreement;

(m) Liens on assets of Subsidiaries that are not Credit Parties securing Debt of such Subsidiaries permitted pursuant to subpart (w) of the definition of Permitted Debt;

(n) Liens in favor of letter of credit issuers on the L/C Cash Collateral Account to the extent securing obligations permitted pursuant to clause (h) of the definition of Permitted Contingent Obligations;

(o) to the extent constituting a Lien any security interest or right to set-off arising under article 24 or 25 respectively of the general terms and conditions ( algemene voorwaarden ) of any member of the Dutch Bankers’ Association ( Nederlandse Vereniging van Banken );

(p) Liens of an Affiliate of any Person organized under Dutch law resulting from any joint and several liability and any netting or set-off, arising in each case by operation of law as a result of the existence of a fiscal unity ( fiscale eenheid ) for Dutch tax purposes of which a Credit Party is or has been a member; and

(q) Other Liens attaching to assets of Credit Parties with an aggregate fair market value not to exceed $25,000,000 at any time outstanding; provided that, in the case of this clause (q), such Liens are subordinated to the Liens granted by the Credit Parties pursuant to the terms of the Financing Documents and, in all cases, subject to a Subordination Agreement or other intercreditor agreement, as applicable, that is in form and substance reasonably satisfactory to Agent and Required Lenders.

Notwithstanding the foregoing, no Permitted Lien may at any time attach to any Credit Party’s Accounts, Inventory or other Collateral upon which the Borrowing Base is calculated other than those Liens permitted under clauses (a) - (g) of this definition.

“ Permitted Modifications ” means (a) such amendments or other modifications to a Credit Party’s or Subsidiary’s Organizational Documents as are required under this Agreement or by applicable Law and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective, (b) such amendments or modifications to a Credit Party’s or Subsidiary’s Organizational Documents (including, subject to compliance with Section 9.2(e), those involving a change in name of a Credit Party or Subsidiary or involving the reorganization of a Credit Party or Subsidiary under the laws of a different jurisdiction; provided that no Credit Party organized under the laws of the United States or any state thereof shall be reorganized under the laws of a jurisdictions other than the United States or any state thereof) that would not adversely affect the rights and interests of Agent or Lenders and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective and (c) such amendments or modifications to a Credit Party’s or Subsidiary’s Organizational Documents as are required in connection with a Permitted Internal Reorganization.

“ Person ” means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“ Pledge Agreement ” means the Pledge Agreement, dated as of the Original Closing Date, by and among Parent and each of its direct and indirect subsidiaries party thereto from time to time, as pledgors, and Agent as administrative agent for itself and the other Lenders, as amended, supplemented, restated or otherwise modified from time to time.

“ Pro Rata Share ” means (a) with respect to a Lender’s obligation to make advances in respect of a Term Loan and such Lender’s right to receive payments of principal and interest with respect to the Term Loans, the Term Loan Commitment Percentage of such Lender in respect of such Term Loan, (b) with respect to a Lender’s obligation to make Revolving Loans, the Revolving Loan Commitment Percentage of such Lender, (c) with respect to a Lender’s right to receive payments of principal and interest with respect to Revolving Loans, such Lender’s Revolving Loan Exposure with respect thereto, and (d) for all other purposes (including, without limitation, the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the Revolving Loan Commitment Amount and the Term Loan Commitment Amount of such Lender (or, in the event the Revolving Loan Commitment or the Term Loan Commitments shall have been terminated, such Lender’s then existing Revolving Loan Outstandings or then outstanding principal advances of such Lender under the Term Loans, as applicable), by (ii) the sum of the Revolving Loan Commitment and the Term Loan Commitment Amount of all Lenders (or, in the event the Revolving Loan Commitment or the Term Loan Commitments shall have been terminated, the then existing Revolving Loan Outstandings or then outstanding principal advances of such Lenders under the Term Loans, as applicable).

“ Process Agent ” has the meaning set forth in Section 13.19.

“ Products ” means, from time to time, any products currently manufactured, sold, developed, tested or marketed by any Borrower or any of its Subsidiaries.

“ Public Company Costs ” means costs relating to compliance with the provisions of the Securities Act and the Exchange Act, in each case, as applicable to companies with registered equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders and debtholders, directors’ and officers’ insurance, listing fees and all executive, legal and professional fees related to the foregoing, in each case, which are incurred in the Ordinary Course of Business.

“ Raw Materials Inventory ” means all Inventory of the Borrowers consisting of raw materials.

“ Recall ” means a Person’s Removal or Correction of a marketed product that the FDA considers to be in violation of the laws it administers and against which the FDA would initiate legal action, e.g., seizure.

“ Registered Intellectual Property ” means any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing.

“ Regulatory Reporting Event ” has the meaning set forth in Section 4.17.

“ Regulatory Required Permit ” means any and all licenses, approvals and permits issued by the FDA or any other applicable Governmental Authority, necessary for the testing, manufacture, marketing or sale of any Product by any applicable Credit Party and its Subsidiaries as such activities are being conducted by such Credit Party and its Subsidiaries with respect to such Product at such time or that are otherwise necessary for the conduct of Credit Party’s or any Subsidiary’s business.

“ Removal ” means the physical removal of a product from its point of use to some other location for repair, modification, adjustment, relabeling, destruction, or inspection.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA.

“ Required Lenders ” means at any time Lenders holding (a) sixty percent (60%) or more of the sum of the Revolving Loan Commitment and the Term Loan Commitments (taken as a whole), or (b) if the Revolving Loan Commitment or Term Loan Commitments have been terminated, sixty percent (60%) or more of the then aggregate outstanding principal balance of the Loans .

“ Responsible Officer ” means (a) with respect to the delivery of any Borrowing Base Certificate or Compliance Certificate, any of the Chief Executive Officer, Chief Financial Officer or any other officer of the applicable Credit Party acceptable to Agent or (b) for all other purposes under the Financing Documents, the chief executive officer, president, vice president, chief financial officer, chief operating officer, secretary, treasurer or other similar officer or Person performing similar functions of a Credit Party.

“ Revolving Lender ” means each Lender having a Revolving Loan Commitment Amount in excess of Zero Dollars ($0) (or, in the event the Revolving Loan Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of Zero Dollars ($0)).

“ Revolving Loan Availability ” means, at any time, the Revolving Loan Limit minus the Revolving Loan Outstandings.

“ Revolving Loan Commitment ” means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders as of such date.

“ Revolving Loan Commitment Amount ” means, as to any Lender, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Amount” (if such Lender’s name is not so set forth thereon, then the dollar amount on the Commitment Annex for the Revolving Loan Commitment Amount for such Lender shall be deemed to be Zero Dollars ($0)), as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Revolving Loan Outstandings and its commitment to make Revolving Loans) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party and any Additional Tranche(s) activated by Borrowers. For the avoidance of doubt, the aggregate Revolving Loan Commitment Amount of all Lenders on the Closing Date shall be $150,000,000 and if the Additional Tranche is fully activated by Borrowers pursuant to the terms of the Agreement such amount shall increase to $250,000,000.

“ Revolving Loan Commitment Percentage ” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the Revolving Loan Commitment on such date.

“ Revolving Loan Exposure ” means, with respect to any Lender on any date of determination, the percentage equal to the amount of such Lender’s Revolving Loan Outstandings on such date divided by the aggregate Revolving Loan Outstandings of all Lenders on such date.

“ Revolving Loan Limit ” means, at any time, the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base.

“ Revolving Loan Outstandings ” means, at any time of calculation, (a) the then existing aggregate outstanding principal amount of Revolving Loans, and (b) when used with reference to any single Lender, the then existing outstanding principal amount of Revolving Loans advanced by such Lender.

“ Revolving Loans ” has the meaning set forth in Section 2.1(b).

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Account ” means a “securities account” (as defined in Article 9 of the UCC), an investment account, or other account in which investment property or securities are held or invested for credit to or for the benefit of any Credit Party.

“ Securities Account Control Agreement ” means an agreement, in form and substance satisfactory to Agent, among Agent, any applicable Credit Party and each securities intermediary in which such Credit Party maintains a Securities Account pursuant to which Agent shall obtain “control” (as defined in Article 8 of the UCC) over such Securities Account.

“ Security Document ” means this Agreement, the Pledge Agreement, the Intellectual Property Security Agreement, each Deposit Account Control Agreement, each Securities Account Control Agreement and any other agreement, document or instrument executed concurrently with the Original Credit Agreement or at any time thereafter (including on the Closing Date) pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Solvent ” means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater than the total amount of its debts and liabilities (including subordinated and Contingent Obligations), and (ii) greater than the amount that will be required to pay the probable liabilities

of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.

“ Stated Rate ” has the meaning set forth in Section 2.7.

“ Subordinated Debt ” means any Debt of Borrowers incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written consent of Agent (acting reasonably), all of which documents must be in form and substance reasonably acceptable to Agent. As of the Closing Date, there is no Subordinated Debt.

“ Subordinated Debt Documents ” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance reasonably acceptable to Agent. As of the Closing Date, there are no Subordinated Debt Documents.

“ Subordination Agreement ” means any agreement between Agent and another creditor of Borrowers, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any Borrower(s) and/or the Liens securing such Debt granted by any Borrower(s) to such creditor are subordinated in any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be reasonably acceptable to Agent.

“ Subsidiary ” means, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, capital stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such capital stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Credit Party.

“ Surgical Instrumentation ” means medical instruments, kits and equipment to be used in medical procedures.

“ Swap Contract ” means any “swap agreement” as defined in Section 101 of the Bankruptcy Code, that is obtained by a Credit Party to provide protection against fluctuations in interest or currency exchange rates, but only if Agent provides its prior written consent to the entry into such “swap agreement”.

“ Taxes ” has the meaning set forth in Section 2.8.

“ Tennessee Property PILOT Program ” means the payment-in-lieu-of-taxes (“ PILOT ”) program entered into by Wright Medical Technology, Inc., Shelby County, Tennessee and IDB on or around December 31, 2014 in furtherance of which certain real property and personal property of Wright Medical Technology, Inc. located in Shelby County, Tennessee was transferred to IDB and was then leased by IDB, as lessor, to Wright Medical Technology, Inc., as lessee, in the case of such real property, pursuant to the Arlington Real Property Lease, and in the case of such personal property, pursuant to the terms and conditions of the Arlington Personal Property Leases, as such PILOT program may be amended and in effect from time to time in accordance with the terms of this Agreement, and including, without limitation, the right of Wright Medical Technology, Inc. to add additional personal property (other than any Collateral upon which the Borrowing Base is calculated (but excluding, for the avoidance of doubt, Eligible Equipment)) to the Project (as defined in the Arlington Personal

Property Lease) from time to time on the terms and conditions set forth in the Arlington Personal Property Leases and to the extent otherwise permitted pursuant to the terms of this Agreement and to enter into amendments and modifications of the Arlington Real Property Lease, the Arlington Personal Property Leases, any new lease agreements and related agreements from time to time in its discretion but solely to the extent such amendments or modifications are not materially adverse to Agent or Lenders and, in the case of any personal property lease, so long as it is subject to the terms of the Landlord Estoppel Agreement.

“ Term Lender ” means each Lender having a Term Loan Commitment or a Term Loan.

“ Term Loan ” means, collectively, Term Loan Tranche 1 and Term Loan Tranche 2.

“ Term Loan Commitment Amount ” means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount and Term Loan Tranche 2 Commitment Amount.

“ Term Loan Commitment Percentage ” means, as to any Term Lender with respect to each of such Term Lender’s Term Loan Commitments, (a) on the Closing Date, with respect to each tranche of the Term Loan, the applicable percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan Tranche 1 Commitment Percentage” and “Term Loan Tranche 2 Commitment Percentage,” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender is zero), and (b) on any date following the Closing Date, as applicable to each tranche of Term Loan, the percentage equal to (i) the Term Loan Tranche 1 Commitment of such Term Lender on such date divided by the aggregate Term Loan Tranche 1 Commitments on such date, or (ii) the Term Loan Tranche 2 Commitment of such Lender on such date divided by the aggregate Term Loan Tranche 2 Commitments on such date.

“ Term Loan Commitments ” means the Term Loan Tranche 1 Commitments and the Term Loan Tranche 2 Commitments. For the avoidance of doubt, the aggregate Term Loan Commitments of all Lenders on the Closing Date is $40,000,000.

“ Term Loan Tranche 1 ” has the meaning set forth in Section 2.1(a)(i)(A)

“ Term Loan Tranche 1 Commitment Amount ” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A hereto under the caption “Term Loan Tranche 1 Commitment Amount”, as amended from time to time to reflect any permitted and effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.

“ Term Loan Tranche 1 Commitments ” means the sum of each Lender’s Term Loan Tranche 1 Commitment Amount. For the avoidance of doubt, the aggregate Term Loan Tranche 1 Commitments of all Lenders on the Closing Date is $20,000,000.

“ Term Loan Tranche 2 ” has the meaning set forth in Section 2.1(a)(i)(B).

“ Term Loan Tranche 2 Commitment Amount ” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A hereto under the caption “Term Loan Tranche 2 Commitment Amount”, as amended from time to time to reflect any permitted and effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.

“ Term Loan Tranche 2 Commitment Termination Date ” means the first anniversary of the Closing Date (the “ Initial Term Loan Tranche 2 Commitment Termination Date ”); provided , that if the Compliance Certificate required to be delivered pursuant to Section 4.1 for the Fiscal Year ended December 30, 2018 evidences that Parent and its Consolidated Subsidiaries have achieved the 2018 Target Adjusted EBITDA (the “ 2018 Extension Condition ”), then the Term Loan Tranche 2 Commitment Termination Date shall be extended to the second anniversary of the Closing Date (the “ Extended Term Loan Tranche 2 Commitment Termination Date ”); provided , further , that if (i) the 2018 Extension Condition has been satisfied and (ii) the Compliance Certificate required to be delivered pursuant to Section 4.1 for the Fiscal Year ended December 29, 2019 evidences

that Parent and its Consolidated Subsidiaries have achieved the 2019 Target Adjusted EBITDA, then the Term Loan Tranche 2 Commitment Termination Date shall be extended to the third anniversary of the Closing Date.

“ Term Loan Tranche 2 Commitments ” means the sum of each Lender’s Term Loan Tranche 2 Commitment Amount. For the avoidance of doubt, the aggregate Term Loan Tranche 2 Commitments of all Lenders on the Closing Date is $20,000,000.

“ Term Loan Tranche 2 Funding Date ” has the meaning set forth in Section 2.1(a)(i)(B).

“ Termination Date ” means the earlier to occur of (a) the Maturity Date, (b) any date on which Agent accelerates the maturity of the Loans pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement provided by Borrowers in accordance with Section 2.12.

“ Termination Event ” means, with respect to any ERISA Plan, (i) a Reportable Event, (ii) the institution of proceedings to terminate a ERISA Plan under Section 4042 of ERISA, (iii) the appointment of a trustee to administer any ERISA Plan under Section 4042 of ERISA, or (iv) any withdrawal or partial withdrawal from a Multiemployer Plan if the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $2,500,000.

“ Third Amendment to the Original Credit Agreement ” that certain Omnibus Limited Consent and Amendment No. 3 to Credit, Security and Guaranty Agreement and Amendment No. 2 to Pledge Agreement, dated as of February 13, 2018, by and among Parent, Borrowers, Agent and the Lenders, that amended the Original Credit Agreement.

“ Third Party Accounts ” means Accounts owed by Third Party Account Debtors to Credit Parties.

“ Third Party Account Debtor ” means each Account Debtor that is not a Credit Party or an Excluded Subsidiary.

“ Third Party Payor ” means Medicare, Medicaid, TRICARE, and other state or federal health care program, Blue Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future maintains Third Party Payor Programs.

“ Third Party Payor Programs ” means all payment and reimbursement programs, sponsored by a Third Party Payor, in which a Borrower participates.

“ TMG France ” means TMG France SAS (formerly known as TMG France SNC), a company organized under the laws of France and an indirect Foreign Subsidiary of Parent.

“ Tornier France ” means Tornier SAS, a company organized under the laws of France.

“ Tornier Note ” means that certain note issued by Tornier France to 2Hip in an aggregate principal amount not to exceed €13,000,000 as consideration for the sale of Bio Tech International SAS and its Subsidiaries by 2Hip to Tornier France.

“ Total Assets ” means the total amount of all assets of Borrowers and their Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of Parent.

“ TRICARE ” means the program administered pursuant to 10 U.S.C. Section 1071 et seq ., Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes.

“ UCC ” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

“ United States ” means the United States of America.

“ VAT ” means (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a), or imposed elsewhere.

“ Work-In-Process ” means Inventory that is not a product that is finished and approved by a Borrower in accordance with applicable Laws and such Borrower’s normal business practices for release and delivery to customers.

“ Wright ” has the meaning set forth in the introductory paragraph hereto.

“ Wright Settlement Escrow Account ” means that certain Deposit Account of Wright Medical Technology, Inc. maintained pursuant to the Master Settlement Agreement, dated as of November 1, 2016 (the “ Master Settlement Agreement ”) in connection with the settlement of the litigation known as In Re: Wright Medical Technology, Inc., CONSERVE ^® Hip Implant Products Liability Litigation, MDL No. 2329 No. 2329 (MDL) and the consolidated proceeding pending in state court in California known as In re: Wright Hip System Cases, Judicial Council Coordination Proceeding No. 4710 (JCCP); provided, that at no time shall such Deposit Account contain funds in excess of those required to be contributed therein in accordance with the Master Settlement Agreement.

Section 1.2 Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of each Credit Party and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Original Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided , however , that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein and (ii) to the extent that any change in GAAP after the Original Closing Date results in leases which are, or would have been, classified as operating leases under GAAP as it exists on the Original Closing Date being classified as a Capital Lease under as revised GAAP (whether such lease is entered into before or after the Closing Date), such change in classification of leases from operating leases to Capital Leases shall be ignored for purposes of this Agreement, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

Section 1.3 Other Definitional and Interpretive Provisions . References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless

otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in Dollars and in immediately available funds. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. As used in this Agreement, the meaning of the term “material” or the phrase “in all material respects” is intended to refer to an act, omission, violation or condition which reflects or could reasonably be expected to result in a Material Adverse Effect. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. Unless otherwise specified herein, all references herein to times of day shall be references to Eastern Time (daylight or standard time, as applicable).

Section 1.4 Time is of the Essence . Time is of the essence in Borrowers’ and each other Credit Party’s performance under this Agreement and all other Financing Documents.

ACTICLE 2 - LOANS

Section 2.1 Loans .

(a) Term Loans.

(i) Term Loan Amounts.

(A) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Term Lender with a Term Loan Tranche 1 Commitment severally hereby agrees to make to Borrowers a term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 1 Commitment Amount of such Term Lender (the “ Term Loan Tranche 1 ”). Each such Term Lender’s obligation to fund the Term Loan Tranche 1 shall be limited to such Term Lender’s Term Loan Tranche 1 Commitment Amount, and no Term Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Term Lender, but not so funded.

(B) On the terms and subject to the conditions set forth herein and in the other Financing Documents, each Term Lender with a Term Loan Tranche 2 Commitment severally hereby agrees to make to Borrowers a term loan on a Business Day occurring on or after the Closing Date and prior to the Term Loan Tranche 2 Commitment Termination Date (the “ Term Loan Tranche 2 Funding Date ”) in an original aggregate principal amount equal to (but not less than) the Term Loan Tranche 2 Commitment Amount of such Term Lender (the “ Term Loan Tranche 2 ”). Each such Term Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Term Lender’s Term Loan Tranche 2 Commitment Amount, and no Term Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Term Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount of each Term Lender as of such date shall be Zero Dollars ($0).

(ii) No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Each of the Term Loan Tranche 1 and Term Loan Tranche 2 may be funded in one advance in an aggregate amount not to exceed the Term Loan Tranche 1 Commitment Amount and the Term Loan Tranche 2 Commitment Amount, as applicable. Borrowers

shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in the case of a Term Loan Tranche 1 borrowing, on the Closing Date or (ii) in the case of a Term Loan Tranche 2 borrowing, no later than 1:00 p.m. (Eastern time) fifteen (15) Business Days (or such shorter period as may be agreed by Agent and the Term Lenders with a Term Loan Tranche 2 Commitment) prior to such proposed borrowing.

(iii) Scheduled Repayments; Mandatory Prepayments; Optional Prepayments .

(A) There shall become due and payable, and Borrowers shall repay the principal amount of the Term Loans as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth on Schedule 2.1 , the outstanding principal amount of the Term Loan shall become immediately due and payable in full on the Termination Date.

(B) There shall become due and payable, and Borrowers shall prepay the Term Loan in the following amounts and at the following times:

(i) Unless Agent shall otherwise consent in writing, within five (5) Business Days after any Credit Party (or Agent as loss payee or assignee) receives any Net Cash Proceeds from Casualty Events in excess of $10,000,000 in any Fiscal Year, an amount equal to one hundred percent (100%) of such Net Cash Proceeds, or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;

(ii) an amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be applied to the reduction of the principal balance of the Term Loans by any Term Lender as provided for in Section 2.7;

(iii) unless Agent shall otherwise consent in writing, within five (5) Business Days after receipt by any Credit Party of Net Cash Proceeds in excess of $10,000,000 in any Fiscal Year from any Asset Disposition (excluding Permitted Asset Dispositions made pursuant to clauses (a) through (m) of the definition thereof), an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition, or such lesser portion as Agent shall elect to apply to the Obligations; and

(iv) upon the termination of all Revolving Loan Commitments and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations.

Notwithstanding the foregoing and so long as no Event of Default or Default then exists, (a) any such Net Cash Proceeds (or portion thereof) received by a Credit Party may be reinvested by any Credit Party within three hundred sixty five (365) days from the receipt of such Net Cash Proceeds (or within five hundred forty five (545) days from the receipt if such Person enters a legally binding commitment to reinvest such proceeds within three hundred sixty five (365) days from the receipt) to replace or repair any assets in respect of which such proceeds were paid or to purchase equipment and other assets useful to the business and to make Permitted Acquisitions, so long as such proceeds are deposited into a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Person and (b) to the extent so reinvested (or committed for reinvestment)

in accordance with clause (a), such amounts subject to reinvestment (or committed for reinvestment) shall be excluded in the determination of Net Cash Proceeds for purposes of clause (B)(i) and (B)(iii) above.

(C) Borrowers may from time to time, with at least three (3) Business Days prior delivery to Agent of an appropriately completed Payment Notification, prepay the Term Loan in whole or in part; provided, however , that each such partial prepayment shall be in an amount equal to $1,000,000 or a higher integral multiple of $500,000 and shall be accompanied by any prepayment fees required hereunder; provided, further , that a Payment Notification in connection with any optional prepayment made pursuant to and in accordance with this Section 2.1(a)(iii)(C) of the Term Loan in whole may state that such Payment Notification is conditioned upon the consummation of any refinancing or other transaction, the consummation of which is intended to finance the repayment in full of the Term Loan hereunder.

(iv) All Prepayments . Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loans shall be applied by Agent to the Obligations pro rata in accordance with the principal amount of the Term Loans held by each Term Lender, and shall be applied to the amortization payments of such Term Loans (a) in the case of a mandatory prepayment made pursuant to Section 2.1(a)(iii)(B), pro rata to the remaining outstanding principal amount of such amortization payments and (b) in the case of an optional prepayment made pursuant to Section 2.1(a)(iii)(C), in direct order of maturity or as otherwise directed by the Borrowers. Notwithstanding anything to the contrary contained in the foregoing, in the event that there have been multiple advances under the Term Loan each of which such advances has a separate amortization schedule of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be applied by Agent to reduce and prepay the principal balance pro rata between the multiple advances.

(v) LIBOR Rate .

(A) Except as provided in subsection (C) below, Term Loans shall accrue interest at the LIBOR Rate plus the Applicable Margin.

(B) The LIBOR Rate may be adjusted by Agent by notice to the Borrower Representative with respect to any Term Lender on a prospective basis to take into account any additional or increased costs to such Term Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. In any such event, the affected Term Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Term Lender and, along with a certificate from such Term Lender setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment. Upon receipt of such notice, the applicable Borrower may, by notice to such affected Term

Lender, repay the Term Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment is made.

(C) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the Closing Date, in the reasonable opinion of any Term Lender, make it unlawful or impractical for such Term Lender to fund or maintain Term Loans bearing interest based upon the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Term Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Term Lender and (I) in the case of any outstanding Term Loans of such Term Lender bearing interest based upon the LIBOR Rate, the date specified in such Term Lender’s notice shall be deemed to be the last day of the Interest Period of such portion of the Term Loan, and interest upon such Term Lender’s Term Loans thereafter shall accrue interest at Base Rate plus the Applicable Margin, and (II) such Term Loans shall continue to accrue interest at Base Rate plus the Applicable Margin until such Term Lender determines that it would no longer be unlawful or impractical to maintain such Term Loans at the LIBOR Rate.

(vi) Anything to the contrary contained herein notwithstanding, neither Agent nor any Term Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.

(b) Revolving Loan s.

(i) Revolving Loans and Borrowings . On the terms and subject to the conditions set forth herein, each Revolving Lender severally agrees to make loans to Borrowers from time to time as set forth herein (each a “ Revolving Loan ”, and collectively, “ Revolving Loans ”) equal to such Revolving Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided , however , that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing. Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, to pay principal owing in respect of the Revolving Loans and interest, fees, expenses and other charges payable by any Credit Party from time to time arising under this Agreement or any other Financing Document. The Borrowing Base shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement and such other information as may be available to Agent. Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s Permitted Discretion, such reserves are necessary. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Revolving Loans (as defined in the Original Credit Agreement) under the Original Credit Agreement is $55,000,000, which amount shall be deemed to have been, and hereby is, converted into Revolving Loans hereunder in like principal amount without constituting a novation and shall be treated for all purposes hereunder as borrowed on the Closing Date. Each Borrower hereby (x) represents, warrants, agrees, covenants and affirms that it has no defense, set off, claim or counterclaim against Agent and the Revolving Lenders with regard to its Obligations in respect of such Revolving Loans and

(y) reaffirms its obligation to repay such Revolving Loans in accordance with the terms and provisions of this Agreement.

(ii) Mandatory Revolving Loan Repayments and Prepayments.

(A) The Revolving Loan Commitment shall terminate on the Termination Date. On such Termination Date, there shall become due, and Borrowers shall pay, the entire outstanding principal amount of each Revolving Loan, together with accrued and unpaid Obligations pertaining thereto incurred to, but excluding the Termination Date; provided, however, that such payment is made not later than 12:00 Noon (Eastern time) on the Termination Date.

(B) If at any time the Revolving Loan Outstandings exceed the Revolving Loan Limit (an “ Overadvance ”), then, on the next succeeding Business Day, Borrowers shall repay the Revolving Loans, in an aggregate amount equal to such excess; provided , that, if such Overadvance is the sole and direct result of the establishment of a reserve against the Borrowing Base by Agent in accordance with Section 2.1(b)(i) or otherwise in accordance with the definition of Borrowing Base, Eligible Domestic Accounts, Eligible Foreign Accounts, Eligible Equipment, Eligible Inventory or Eligible Surgical Instrumentation, and is not related to any other event, condition or other matter other than the establishment of such reserve, then such Overadvance shall be payable by Borrowers within five (5) Business Days from the date on which such Overadvance first arises.

(C) Principal payable on account of Revolving Loans shall be payable by Borrowers to Agent (I) immediately upon the receipt by any Borrower or Agent of any payments on or proceeds from any of the Third Party Accounts or other Collateral that is part of the Borrowing Base, to the extent of such payments or proceeds, as further described in Section 2.11 below, and (II) in full on the Termination Date.

(iii) Optional Prepayments . Borrowers may from time to time prepay the Revolving Loans in whole or in part without any corresponding reduction in the Revolving Loan Commitment; provided , however , that any such partial prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000. For the avoidance of doubt, nothing in this clause shall permit termination of the Revolving Loan Commitment by Borrowers other than in accordance with Section 2.12(b).

(iv) LIBOR Rate.

(A) Except as provided in subsection (C) below, Revolving Loans shall accrue interest at the LIBOR Rate plus the Applicable Margin.

(B) The LIBOR Rate may be adjusted by Agent by notice to the Borrower Representative with respect to any Revolving Lender on a prospective basis to take into account any additional or increased costs to such Revolving Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,

the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. In any such event, the affected Revolving Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Revolving Lender and, along with a certificate from such Revolving Lender setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment. Upon receipt of such notice, the applicable Borrower may, by notice to such affected Revolving Lender, repay the Revolving Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment is made.

(C) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the Closing Date, in the reasonable opinion of any Revolving Lender, make it unlawful or impractical for such Revolving Lender to fund or maintain Revolving Loans bearing interest based upon the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Revolving Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Revolving Lender and (I) in the case of any outstanding Revolving Loans of such Revolving Lender bearing interest based upon the LIBOR Rate, the date specified in such Revolving Lender’s notice shall be deemed to be the last day of the Interest Period of such Revolving Loans, and interest upon such Revolving Lender’s Revolving Loans thereafter shall accrue interest at Base Rate plus the Applicable Margin, and (II) such Revolving Loans shall continue to accrue interest at Base Rate plus the Applicable Margin until such Revolving Lender determines that it would no longer be unlawful or impractical to maintain such Revolving Loans at the LIBOR Rate.

(D) Anything to the contrary contained herein notwithstanding, neither Agent nor any Revolving Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.

(c) Additional Tranches . After the Closing Date, so long as no Default or Event of Default exists and subject to the terms of this Agreement, with the prior written consent of Agent and all Revolving Lenders in their sole discretion, the Revolving Loan Commitment may be increased upon the written request of Borrower Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least forty-five (45) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that Agent and Revolving Lenders shall have no obligation to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Revolving Lenders shall be required in order to activate an Additional Tranche. Upon activating an Additional Tranche, each Revolving Lender’s Revolving Loan Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Share of the Revolving Loan Commitment and the Revolving Loans as such Revolving Lender held immediately prior to such activation. In the event Agent and all Revolving Lenders do not consent to the activation of a requested Additional Tranche within forty-five (45) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased and, within the next ninety (90) days, Borrowers may terminate this Agreement upon written notice to Agent and, if the Borrowing Base on the date of such request would have supported such increased Revolving Loan Commitment, upon repayment in full of all Obligations, no fee shall be due pursuant to Section 2.2(g) in connection with such termination.

Section 2.2 Interest, Interest Calculations and Certain Fees .

(a) Interest . From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin; provided , that Loans made under the Original Credit Agreement and deemed, pursuant to Section 2.1(b)(i), to be Revolving Loans borrowed under this Agreement on the Closing Date shall continue to bear interest at the sum of the LIBOR Rate plus the Applicable Margin starting on and after the Closing Date. Interest on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other Obligations shall be payable upon demand. For purposes of calculating interest, all funds transferred to the Payment Account for application to any Revolving Loans shall be subject to a five (5) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of Agent, and not for the benefit of the Revolving Lenders. The Borrowers hereby agree that all accrued and unpaid interest due and owing to the Lenders (as defined in the Original Credit Agreement) as of the Closing Date shall be paid in cash by the Borrowers to the Agent, for the benefit of such Lenders, on the first (1st) day of the first calendar month following the Closing Date.

(b) Unused Line Fee . From and following the Original Closing Date, Borrowers shall pay Agent, for the benefit of all Revolving Lenders committed to make Revolving Loans, in accordance with their respective Pro Rata Shares, a fee in an amount equal to (i) (A) Revolving Loan Commitment minus (B) the average daily balance of the sum of the Revolving Loan Outstandings during the preceding month, multiplied by (ii) 0.50% per annum. The unused line fee shall be paid monthly in arrears on the first day of each month and shall be deemed fully earned when due and payable and, once paid, shall be non-refundable.

(c) Fee Letter . In addition to the other fees set forth herein, the Borrowers agree to pay Agent the fees set forth in any Fee Letter.

(d) Minimum Balance Fee . On the first day of each month, commencing on January 1, 2017, the Borrowers agree to pay to Agent, for the ratable benefit of all Revolving Lenders, the sum of the Minimum Balance Fees due for the prior month. The Minimum Balance Fee shall be deemed fully earned when due and payable and, once paid, shall be non-refundable.

(e) Collateral Management Fee . From and following the Original Closing Date, Borrowers shall pay Agent, for its own account and not for the benefit of any other Lenders, a fee in an amount equal to the product obtained by multiplying (i) the average end-of-day principal balance of Revolving Loan Outstandings during the immediately preceding month by (ii) one tenth of one percent (0.10%) per month. For purposes of calculating the average end-of-day principal balance of Revolving Loans, all funds paid into the Payment Account (or which were required to be paid into the Payment Account hereunder) or otherwise received by Agent for the account of Borrowers shall be subject to a five (5) Business Day clearance period. The collateral management fee shall be payable monthly in arrears on the first day of each calendar month and shall be deemed fully earned when due and payable and, once paid, shall be non-refundable.

(f) Origination Fee . Contemporaneous with Borrowers’ execution of the Original Credit Agreement, Borrowers paid to Agent, for the benefit of all Revolving Lenders committed to make Revolving Loans on the Original Closing Date, in accordance with their respective Pro Rata Shares, a fee in an amount equal to (i) the Revolving Loan Commitment, multiplied by (ii) one percent (1.00%). All fees payable pursuant to this paragraph were due and payable and non-refundable as of the Original Closing

Date, and Agent and such Revolving Lenders party to the Original Credit Agreement acknowledge receipt of such fees.

(g) Deferred Revolving Loan Origination Fee . If Revolving Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanently reduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or otherwise) prior to the Maturity Date, Borrowers shall pay to Agent on the date of such reduction, for the benefit of all Revolving Lenders committed to make Revolving Loans on the Original Closing Date, a fee as compensation for the costs of such Revolving Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the Revolving Loan Commitment by the following applicable percentage amount: three percent (3%) for the first year following the Original Closing Date, two percent (2%) for the second year following the Original Closing Date, and three quarters of one percent (0.75%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Original Closing Date.

(h) Term Loan Origination Fee . Contemporaneous with the Borrowers’ execution of this Agreement, Borrowers shall pay Agent, for the benefit of all Term Lenders with Term Loan Commitments on the Closing Date, in accordance with their respective Pro Rata Shares, a fee in an amount equal to $800,000. All fees payable pursuant to this paragraph shall be due and payable and non-refundable as of the Closing Date.

(i) Prepayment Fee . If any Term Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment by Borrowers or by reason of the acceleration of the Term Loan, or otherwise), or if the Term Loan shall become accelerated and due and payable in full prior to the scheduled maturity date thereof, Borrowers shall pay to Agent, for the benefit of all Term Lenders, as compensation for the costs of such Term Lenders making funds available to Borrowers under this Agreement, a prepayment fee (the “ Prepayment Fee ”) calculated in accordance with this subsection. The Prepayment Fee shall be equal to an amount determined by multiplying the amount of the Term Loan being prepaid (or required to be prepaid, if such amount is greater) by one percent (1.00%). The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were required by Agent to be made pursuant to Section 2.1(a)(iii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to this paragraph shall be non-refundable once paid.

(j) [Reserved].

(k) Audit Fees . Subject to Section 4.6, Borrowers shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable fees and expenses in connection with audits and inspections of Borrowers’ books and records, audits, valuations or appraisals of the Collateral, audits of Borrowers’ compliance with applicable Laws and such other matters as Agent shall deem appropriate, which shall be due and payable on the first Business Day of the month following the date of issuance by Agent of a written request for payment thereof to Borrowers.

(l) Wire Fees . Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees for incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent’s then current wire fee schedule (available upon written request of the Borrowers).

(m) [Reserved].

(n) Computation of Interest and Related Fees . All interest and fees under each Financing Document shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The date of funding of a Loan shall be included in the calculation of interest. The date of payment of a Loan shall be excluded from the calculation of interest. If a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged.

(o) Automated Clearing House Payments . If Agent (or its designated servicer) so elects, monthly payments of principal, interest, fees, expenses or any other amounts due and owing from Borrower to Agent hereunder shall be paid to Agent by Automated Clearing House debit of immediately available funds from the financial institution account designated by Borrower Representative in the Automated Clearing House debit authorization executed by Borrowers or Borrower Representative in connection with this Agreement, and shall be effective upon receipt. Borrowers shall execute any and all forms and documentation necessary from time to time to effectuate such automatic debiting. In no event shall any such payments be refunded to Borrowers.

Section 2.3 Notes . The portion of the Loans made by each Lender shall be evidenced, if so requested by such Lender, by one or more promissory notes executed by Borrowers on a joint and several basis (each, a “ Note ”) in an original principal amount equal to such Lender’s Revolving Loan Commitment Amount or Term Loan Commitment Amount, as applicable.

Section 2.4 [ Reserved] .

Section 2.5 [ Reserved] .

Section 2.6 General Provisions Regarding Payment; Loan Account .

(a) All payments to be made by each Credit Party under any Financing Document, including payments of principal and interest made hereunder and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto). Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on the next succeeding Business Day.

(b) Agent shall maintain a loan account (the “ Loan Account ”) on its books to record Loans and other extensions of credit made by the Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower. All entries in the Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded in Agent’s books and records at any time shall be conclusive and binding evidence of the amounts due and owing to Agent by each Borrower absent manifest error; provided , however , that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any other Financing Document. Agent shall endeavor to provide Borrowers with a monthly statement regarding the Loan Account (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless any Borrower notifies

Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects as to all matters reflected therein.

Section 2.7 Maximum Interest . In no event shall the interest charged with respect to the Loans or any other Obligations of any Borrower under any Financing Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the “ Stated Rate ”) would exceed the highest rate of interest permitted under any applicable law to be charged (the “ Maximum Lawful Rate ”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided , however , that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, each Borrower shall, to the extent permitted by law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrowers. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Section 2.8 Taxes; Capital Adequacy .

(a) All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding (1) taxes imposed on or measured by Agent’s or any Lender’s net income (however denominated), branch profits taxes, and franchise taxes, in each case (i) imposed as a result of such Agent or Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) imposed as a result of a present or former connection between such Agent or Lender and the jurisdiction imposing such tax (other than connections arising from such Agent or Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any of the Financing Documents), (2) in the case of any Lender, any U.S. federal withholding tax that is (or would be) required to be withheld from amounts payable to or for the account of such Lender with respect to any Financing Documents pursuant to the law in effect on the date that such Lender becomes a party to this Agreement or designates a new lending office (except to the extent that, pursuant to this Section 2.8, amounts with respect to such taxes were payable to such Lender immediately before it changed its lending office), (3) any taxes attributable to a Lender’s failure to comply with Section 2.8(c), (4) in the case of any Lender that is not a Foreign Lender, any United States federal backup withholding tax, (5) taxes imposed under FATCA, (6) taxes resulting from the gross negligence, bad faith or willful misconduct of Agent or any such Lender, and (7) any penalties, interest and additions to tax relating to any of the foregoing

(all such excluded items, “ Excluded Taxes ”; all non-excluded items being called “ Taxes ”). If any withholding or deduction from any payment to be made by any Credit Party hereunder is required in respect of any Taxes pursuant to any applicable Law (as determined in the good faith discretion of an applicable withholding agent), then Credit Parties will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Credit Parties will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.

(b) If any Credit Party fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to Agent, for the account of Agent and the respective Lenders, the required receipts or other required documentary evidence, Credit Parties shall indemnify Agent and Lenders for any incremental Taxes, interest or penalties that may become payable by Agent or any Lender as a result of any such failure.

(c) Each Lender that is not a U.S. person as defined in Section 7701(a)(30) of the Code and (A) is a party hereto on the Closing Date or (B) purports to become an assignee of an interest as a Lender under this Agreement after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a “ Foreign Lender ”) shall execute and deliver to each of Borrowers and Agent one or more (as Borrowers or Agent may reasonably request) United States Internal Revenue Service Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY (as applicable) and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Agent certifying as to such Lender’s entitlement to a complete exemption from withholding or deduction of Taxes. Each Lender that is not a Foreign Lender shall deliver to Agent and Borrower on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the request of Borrower or Agent) properly completed and executed originals of United States Internal Revenue Service Form W-9 certifying that such Lender is exempt from backup withholding. Each Lender shall (to the extent legally entitled to do so) provide updated forms to Borrower and Agent on or prior to the date any prior form previously provided under this Section 2.8(c) becomes obsolete or expires, after the occurrence of an event requiring a change in the most recent form or certification previously delivered by it pursuant to this Section 2.8(c) or from time to time if requested by Borrower or Agent. Borrowers shall not be required to pay additional amounts to any Lender pursuant to this Section 2.8 with respect to United States deductions or withholding (or any additions to Tax, penalties or interest with respect thereto) and income Taxes to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Lender to comply with this paragraph. Without limiting the foregoing, each Lender shall timely provide any documentation reasonably requested by Borrower or Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with applicable reporting requirements under FATCA.

(d) If any Lender shall determine in its commercially reasonable judgment that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration

or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon written demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Credit Parties shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued.

(e) If any Lender requires compensation under Section 2.8(d), or requires any Credit Party to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a), then, upon the written request of Borrower Representative, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the terms of this Agreement) to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such subsection, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (as determined in its sole discretion). Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(f) If Agent or a Lender determines in its sole discretion exercised in good faith that it has received a refund of any Taxes for which it has been indemnified or with respect to which any Borrower has paid additional amounts pursuant to Section 2.8(a), it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, under Section 2.8(a) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Borrower, upon the request of Agent or such Lender, agrees to repay to Agent or such Lender the amount paid over to such Borrower in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Agent or Lender be required to pay any amount to the Borrowers pursuant to this paragraph (f) the payment of which would place the Agent or Lender in a less favorable net after-tax position than the Agent or Lender would have been in if the tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This paragraph shall not be construed

to require the Agent or Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

(g) VAT.

(i) All amounts expressed to be payable under any Financing Document by any party to Agent or any Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under any Financing Document and Agent or any Lender is required to account to the relevant tax authority for the VAT, that party must pay to Agent or such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that party).

(ii) If VAT is or becomes chargeable on any supply made by Agent or any Lender (the “ Supplier ”) to any other Lender or Agent (as applicable) (the “ Recipient ”) under any Financing Document, and any party other than the Recipient (the “ Relevant Party ”) is required by the terms of any Financing Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this clause (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(B) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii) Where any Financing Document requires any party to reimburse or indemnify Agent, any Lender or any Indemnitee for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that Agent, such Lender or such Indemnitee reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) Any reference in this Section 2.8(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time or a reference to a comparable concept in the relevant legislation of any other jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax.

(v) In relation to any supply made by Agent or any Lender to any party under any Financing Document, if reasonably requested by Agent or such Lender, that party must promptly provide Agent or such Lender (as applicable) with details of that party’s VAT registration and such

other information as is reasonably requested in connection with Agent’s or such Lender’s VAT reporting requirements in relation to such supply.

Section 2.9 Appointment of Borrower Representative .

(a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Payment Notifications and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.

(b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower.

(c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents.

(d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.

(e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Section 2.10 Joint and Several Liability; Rights of Contribution; Subordination and Subrogation .

(a) Borrowers are defined collectively to include all Persons named as one of the Borrowers herein; provided, however , that any references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein. Each Person so named shall be jointly and severally liable for all of the obligations of Borrowers

under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities would not be made available on the terms herein in the absence of the collective credit of all of the Persons named as the Borrowers herein, the joint and several liability of all such Persons, and the cross-collateralization of the collateral of all such Persons. Accordingly, each Borrower individually acknowledges that the benefit to each of the Persons named as one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the credit facilities actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower. In addition, each entity named as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon and measured and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together. By way of illustration, but without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole), such that the occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to any other Persons named as the Borrowers or as to all such Persons taken as a whole.

(b) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each Borrower for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined below). Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, the term “ Fraudulent Conveyance ” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

(c) Agent is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the time for payment of the Obligations; (ii) with the written agreement of any Borrower, change the terms relating to the Obligations or otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed by any Borrower and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent, in its sole discretion, may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor in any manner, all guarantor and surety defenses being hereby waived by each Borrower. Without limitations of the foregoing, with respect to the Obligations, each Borrower hereby makes and adopts each of the agreements and waivers set forth in each Guarantee, the same being incorporated hereby by reference. Except as specifically provided in this Agreement or any of the other Financing Documents, Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from any Borrower or any other source, and such determination shall be binding on all Borrowers. All such payments and credits may be applied, reversed and reapplied, in whole or in

part, to any of the Obligations that Agent shall determine, in its sole discretion, without affecting the validity or enforceability of the Obligations of the other Borrower.

(d) Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or consent by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by a Borrower and delivered to Agent; (iii) failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (iv) the institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against a Borrower or Agent’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code; (v) any borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s claim(s) for repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.

(e) Borrowers hereby agree, as between themselves, that to the extent that Agent, on behalf of Lenders, shall have received from any Borrower any Recovery Amount (as defined below), then the paying Borrower shall have a right of contribution against each other Borrower in an amount equal to such other Borrower’s contributive share of such Recovery Amount; provided, however , that in the event any Borrower suffers a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount shall be entitled to seek and receive contribution from and against the other Borrowers in an amount equal to the Deficiency Amount; and provided, further , that in no event shall the aggregate amounts so reimbursed by reason of the contribution of any Borrower equal or exceed an amount that would, if paid, constitute or result in Fraudulent Conveyance. Until all Obligations have been paid and satisfied in full, no payment made by or for the account of a Borrower including, without limitation, (i) a payment made by such Borrower on behalf of the liabilities of any other Borrower, or (ii) a payment made by any other Guarantor under any Guarantee, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of such other Borrower’s property. The right of each Borrower to receive any contribution under this Section 2.10(e) or by subrogation or otherwise from any other Borrower shall be subordinate in right of payment to the Obligations and such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder, until the Obligations have been indefeasibly paid and satisfied in full, and no Borrower shall exercise any right or remedy with respect to this Section 2.10(e) until the Obligations have been indefeasibly paid and satisfied in full. As used in this Section 2.10(e), the term “ Recovery Amount ” means the amount of proceeds received by or credited to Agent from the exercise of any remedy of the Lenders under this Agreement or the other Financing Documents, including, without limitation, the sale of any Collateral. As used in this Section 2.10(e), the term “ Deficiency Amount ” means any amount that is less than the entire amount a Borrower is entitled to receive by way of contribution or subrogation from, but that has not been paid by, the other Borrowers in respect of any Recovery Amount attributable to the Borrower entitled to contribution, until the Deficiency Amount has been reduced to Zero Dollars ($0) through contributions and reimbursements made under the terms of this Section 2.10(e) or otherwise.

Section 2.11 Collections and Lockbox Account .

(a) Borrowers shall maintain a lockbox (the “ Lockbox ”) with a United States depository institution designated from time to time by Agent (the “ Lockbox Bank ”), and, subject to the provisions of

this Agreement, shall execute with the Lockbox Bank a Deposit Account Control Agreement and such other agreements related to such Lockbox as Agent may reasonably require. Borrowers shall ensure that all collections of Third Party Accounts are paid directly by the applicable Third Party Account Debtor (i) into the Lockbox for deposit into the Lockbox Account and/or (ii) directly into the Lockbox Account. All funds deposited into a Lockbox Account shall be transferred into the Payment Account (or, prior to the time of the initial borrowing of the Revolving Loans, such Deposit Account of Borrower, as Agent may direct in its sole discretion) by the close of each Business Day.

(b) [Reserved].

(c) Notwithstanding anything in any lockbox agreement or Deposit Account Control Agreement to the contrary, Borrowers agree that they shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox, the Lockbox Account, and that Agent shall have no liability therefor. Borrowers hereby indemnify and agree to hold Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable and documented attorneys’ fees and expenses, arising from or relating to actions of Agent or the Lockbox Bank pursuant to this Section or any lockbox agreement or Deposit Account Control Agreement or similar agreement, except to the extent of such losses arising solely from Agent’s gross negligence, bad faith or willful misconduct.

(d) Agent shall apply, on a daily basis, all funds transferred into the Payment Account pursuant to this Section 2.11 to reduce the outstanding Revolving Loans in such order of application as Agent shall elect. If as the result of collections of Third Party Accounts pursuant to the terms and conditions of this Section, a credit balance exists with respect to the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but Agent shall transfer such funds into an account designated by Borrower Representative for so long as no Event of Default exists.

(e) To the extent that any collections of Third Party Accounts or proceeds of other Collateral included in the Borrowing Base are not sent directly to the Lockbox or Lockbox Account but are received by any Borrower, such collections shall be held in trust for the benefit of Agent pursuant to an express trust created hereby and immediately remitted, in the form received, to applicable Lockbox or Lockbox Account. No such funds received by any Borrower shall be commingled with other funds of the Borrowers. If any funds received by any Borrower are commingled with other funds of the Borrowers, or are required to be deposited to a Lockbox or Lockbox Account and are not so deposited within five (5) Business Days, then Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, a compliance fee equal to $500 for each day that any such conditions exist.

(f) Borrowers acknowledge and agree that compliance with the terms of this Section is essential, and that Agent and Lenders will suffer immediate and irreparable injury and have no adequate remedy at law, if any Borrower, through acts or omissions, causes or permits Third Party Account Debtors to send payments other than to the Lockbox or Lockbox Accounts or if any Borrower fails to promptly deposit collections of Third Party Accounts or proceeds of other Collateral included in the Borrowing Base in the Lockbox Account as herein required. Accordingly, in addition to all other rights and remedies of Agent and Lenders hereunder, Agent shall have the right to seek specific performance of the Borrowers’ obligations under this Section, and any other equitable relief as Agent may deem necessary or appropriate, and Borrowers waive any requirement for the posting of a bond in connection with such equitable relief.

(g) Borrowers shall not, and Borrowers shall not suffer or permit any Credit Party to, (i) withdraw any amounts from any Lockbox Account, (ii) change the procedures or sweep instructions under the agreements governing any Lockbox Accounts, or (iii) send to or deposit in any Lockbox Account

any funds other than payments made with respect to and proceeds of Third Party Accounts or other Collateral included in the Borrowing Base. Borrowers shall, and shall cause each Credit Party to, cooperate with Agent in the identification and reconciliation on a daily basis of all amounts received in or required to be deposited into the Lockbox Accounts. If more than fifteen percent (15%) of the collections of Third Party Accounts received by Borrowers during any given fifteen (15) day period is not applied in conformance with the requirements of this Section 2.11 within ten (10) Business Days of receipt, Agent shall not be obligated to make further advances under this Agreement until such amounts are so applied, as the case may be. In addition, if any such amount cannot be applied in conformance with the requirements of this Section 2.11, Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at Borrowers’ expense (which in the case of Agent’s own staff shall be in accordance with Agent’s then prevailing customary charges ( plus expenses)), to effect such requirements.

(h) If any Borrower breaches its obligation to direct payments of the proceeds of the Collateral included in the Borrowing Base to the Lockbox Account, Agent, as the irrevocably made, constituted and appointed true and lawful attorney for Borrowers, may, by the signature or other act of any of Agent’s authorized representatives (without requiring any of them to do so), direct any Third Party Account Debtor to pay proceeds of the Collateral that is included in the Borrowing Base to Borrowers by directing payment to the Lockbox Account.

Section 2.12 Termination; Restriction on Termination .

(a) Termination by Lenders . In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall, terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.

(b) Termination by Borrowers . Upon at least thirty (30) days’ (or such shorter period as the Agent, in its reasonable discretion, shall agree) prior written notice and pursuant to payoff documentation in form and substance reasonably satisfactory to Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.2 and the terms of the Fee Letter. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement may be terminated singly. The Revolving Loan may not be terminated without also terminating the Term Loan.

(c) Effectiveness of Termination . All of the Obligations shall be immediately due and payable upon the Termination Date. All undertakings, agreements, covenants, warranties and representations of the Credit Parties contained in the Financing Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Financing Documents notwithstanding such termination until all Obligations (other than with respect to contingent indemnification obligations for which no claim has been made) have been discharged or paid, in full, in immediately available funds, including, without limitation, all Obligations under Section 2.2(g) and the terms of the Fee Letter resulting from such termination. Notwithstanding the foregoing or the payment in full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur as a result of dishonored checks or other items of payment received by Agent from the Credit Parties or any Account Debtor and applied to the Obligations, Agent shall, at its option, (i) have received a written agreement reasonably satisfactory to Agent, executed by the Credit Parties and by any Person whose loans or other advances to the Credit Parties are used in whole or in part to satisfy the Obligations, indemnifying Agent

and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as Agent, in its discretion, may deem necessary to protect Agent and each Lender from any such loss or damage.

(d) Partial Collateral Release . In respect of Collateral that is disposed of in a manner permitted hereunder, the security interest in such Collateral (but not in respect of Collateral not so disposed of) shall be automatically terminated upon such disposition without any further action by any party.

(e) Actions by Agent . Without limiting the foregoing clauses (a)-(d), Agent will, at the sole expense of Borrowers, take such actions as may be reasonably requested by Borrower Representative to evidence any of the foregoing releases set forth in clauses (c) and (d) above (including duly assigning, transferring and delivering to or at the direction of Borrower Representative (without recourse and without any representation or warranty) such of the Collateral as may then be in the possession of Agent, together with any monies at the time held by Agent hereunder, and executing and delivering to Borrower Representative a proper instrument or instruments, as reasonably requested, acknowledging the satisfaction and termination of this Agreement (in the case of clause (c) above) and the release of Liens hereunder and under the other Financing Documents).

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, each Credit Party hereby represents and warrants to Agent and each Lender that:

Section 3.1 Existence and Power . Each Credit Party (a) is an entity as specified on Schedule 3.1 , (b) is duly organized, validly existing and in good standing under the laws of the jurisdiction specified on Schedule 3.1 and no other jurisdiction, (c) has the same legal name as it appears in such Credit Party’s Organizational Documents and an organizational identification number (if any), in each case as specified on Schedule 3.1 , (d) has all powers and all Permits necessary or desirable in the operation of its business as presently conducted or as proposed to be conducted, except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect, and (e) is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, which jurisdictions as of the Closing Date are specified on Schedule 3.1 , except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, except as set forth on Schedule 3.1 , no Credit Party (x) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (y) was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.

Section 3.2 Organization and Governmental Authorization; No Contravention . The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority, except for the filings necessary to perfect the Liens created by the Financing Documents and any necessary filings with the SEC, and (d) do not violate, conflict with or cause a breach or a default under (i) any of the Organizational Documents of any Credit Party, or (ii) any Law applicable to any Credit Party or any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (ii), reasonably be expected to have a Material Adverse Effect.

Section 3.3 Binding Effect . Each of the Operative Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument of such Credit Party, enforceable against such

Credit Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

Section 3.4 Capitalization . The authorized equity securities of each of the Credit Parties (other than Parent) as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties (other than Parent) are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws. The identity of the holders of the equity securities of each of the Credit Parties (other than Parent) and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties (other than Parent) as of the Closing Date is set forth on Schedule 3.4 . No shares of the capital stock or other equity securities of any Credit Party (other than Parent), other than those described above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4 , as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party (other than Parent) of any equity securities of any such entity.

Section 3.5 Financial Information .

(a) Parent has heretofore furnished to the Agent the consolidated balance sheet and statements of income and cash flows of Parent as of and for the Fiscal Year ended December 31, 2017, reported on by KPMG LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since December 29, 2015, a Material Adverse Effect has not occurred.

Section 3.6 Litigation . Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation, material actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Credit Party, threatened in writing against or affecting any Credit Party, except with respect to any matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 3.7 Ownership of Property . Each Credit Party and each of its Subsidiaries is the lawful owner of, has good and marketable title to, subject to Permitted Liens, and is in lawful possession of, or has valid leasehold interests in, all properties, accounts and other assets (real or personal, tangible, intangible or mixed) purported or reported to be owned or leased (as the case may be) by such Person, except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes.

Section 3.8 No Default . No Event of Default, or to such Credit Party’s knowledge, Default, has occurred and is continuing. No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect.

Section 3.9 Labor Matters . As of the Closing Date, there are no strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened in writing against any Credit Party. Hours worked and payments made to the employees of the Credit Parties have not been in material violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters. All payments due from the Credit Parties, or for which any claim may be made against any of them, on account of wages and employee

and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books, as the case may be. The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is bound.

Section 3.10 Regulated Entities . No Credit Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company Act of 1940.

Section 3.11 Margin Regulations . None of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any “margin stock” or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.

Section 3.12 Compliance With Laws; Anti-Terrorism Laws .

(a) Each Credit Party is in compliance with the requirements of all applicable Laws, except for such Laws the noncompliance with which could not reasonably be expected to have a Material Adverse Effect.

(b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates nor any direct or indirect parent of a joint venture (i) is in violation of any Anti-Terrorism Law applicable to such Credit Party, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law applicable to such Credit Party, (iii) is a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement or any direct or indirect parent of a joint venture, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar applicable executive order or other applicable Anti-Terrorism Law.

Section 3.13 Taxes . All material federal, state, foreign and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all material Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid. Except to the extent subject to a Permitted Contest, all material state and local sales and use Taxes required to be paid by each Credit Party have been paid. All material federal and state Tax returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the material amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made. For purposes of this Section 3.13, any federal, state, local or foreign tax, assessment, deposit

or contribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $2,000,000 in the aggregate for all taxes.

Section 3.14 Compliance with ERISA .

(a) Each ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States Internal Revenue Service has issued a favorable determination letter with respect to each such ERISA Plan which may be relied on currently. Except as could not reasonably be expected to have a Material Adverse Effect, no Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.

(b) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Credit Party and each Subsidiary is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the regulations and published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making of any Loan (i) no steps have been taken to terminate any ERISA Plan, and (ii) no contribution failure has occurred with respect to any ERISA Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code and no event has occurred that would give rise to a Lien under Section 4068 of ERISA. No condition exists or event or transaction has occurred with respect to any ERISA Plan which could reasonably be expected to result in the incurrence by any Credit Party of any material liability, fine or penalty. No Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to any ERISA Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member of the Controlled Group under the terms of the Multiemployer Plan or of any collective bargaining agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such Multiemployer Plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such Multiemployer Plan, and to any Credit Party’s knowledge no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such Multiemployer Plan, and no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such Multiemployer Plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such Multiemployer Plan is or may be terminated, or that any such Multiemployer Plan is or may become insolvent.

Section 3.15 Consummation of Operative Documents; Brokers . Except for fees payable to Agent and/or Lenders or as set forth on Schedule 3.15 , as of the Closing Date, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Financing Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder’s or brokerage fees, commissions or other expenses in connection herewith or therewith.

Section 3.16 [ Reserved] .

Section 3.17 Material Contracts . Except for the Operative Documents, the Cash Convertible Note Documents, and the agreements set forth on Schedule 3.17 , as of the Closing Date there are no Material Contracts. The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than any Credit Party), except for such Material Contracts the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.

Section 3.18 Compliance with Environmental Requirements; No Hazardous Materials .

(a) Except in each case as set forth on Schedule 3.18(a) , no Credit Party has received any notice, notification, demand, request for information, citation, summons, complaint or order, no complaint has been filed and served on any Credit Party, no penalty has been assessed and no investigation or review is pending, or to such Credit Party’s knowledge, threatened by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental Law, (ii) alleged failure by any Credit Party to have any Permits required under Environmental Law in connection with the conduct of its business or to comply with the terms and conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials, or (iv) release of Hazardous Materials, in any case that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(b) Except in each case as set forth on Schedule 3.18(b), (i) no property now owned or leased by any Credit Party is listed or, to such Credit Party’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list and (ii) except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (A) no property currently or previously owned or leased by any Credit Party or any predecessor to any Credit Party and (B) no property to which any Credit Party has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials, is listed or, to such Credit Party’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions or, to the knowledge of such Credit Party, other investigations which may lead to claims against any Credit Party for clean-up costs, remedial work, damage to natural resources or personal injury claims, including, without limitation, claims under CERCLA.

(c) For purposes of this Section 3.18, each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in part, a predecessor of such Credit Party.

Section 3.19 Intellectual Property and License Agreements . A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use any Material Intangible Asset (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of April 1, 2018 and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19 . Schedule 3.19 shall be prepared by Credit Parties in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is material to the condition (financial or other), business or operations of such Credit Party. Except as indicated on Schedule 3.19, the applicable Credit Party is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each such Registered

Intellectual Property (or application therefor) purported to be owned by such Credit Party, free and clear of any Liens other than Permitted Liens and Permitted Licenses.

Section 3.20 Solvency . After giving effect to the Loan advances and the liabilities and obligations of each Borrower under the Operative Documents, each Borrower (after giving effect to all rights of such Borrower arising by virtue of Section 2.10(b) and any other rights of contribution or similar rights of such Borrower) is Solvent and the Credit Parties (taken as a whole) are Solvent.

Section 3.21 Full Disclosure . None of the written information (financial or otherwise) (other than projections, other forward-looking information and industry information) furnished by or on behalf of any Credit Party to Agent or any Lender in connection with the consummation of the transactions contemplated by the Financing Documents, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made. All financial projections delivered to Agent and the Lenders by Credit Parties (or their agents) have been prepared on the basis of the assumptions stated therein. Such projections represent each Credit Party’s reasonable best estimate of such Credit Party’s future financial performance and such assumptions are believed by such Credit Party to be fair and reasonable in light of the business conditions at the time such projections were made; provided , however , that (i) projections as to future events are not to be viewed as facts, (ii) Credit Parties can give no assurance that such projections will be attained and (iii) the Agent and Lenders are hereby notified that the differences between projected results and actual results may be material.

Section 3.22 [ Reserved] .

Section 3.23 Subsidiaries . Credit Parties do not own any stock, partnership interests, limited liability company interests or other equity securities or Subsidiaries except for Permitted Investments. All Subsidiaries constituting “Excluded Subsidiaries” on the Closing Date are set forth on Schedule 1.1 .

Section 3.24 [ Reserved] .

Section 3.25 Accuracy of Schedules . All information set forth in the Schedules to this Agreement is true, accurate and complete in all material respects as of the Closing Date (except for Schedule 3.19, which is true, accurate and complete in all material respects as of April 1, 2018), the date of delivery of the last Compliance Certificate delivered following the end of a Fiscal Quarter and any other subsequent date in which any Credit Party is required to update such Schedules in accordance with the terms of the Financing Documents. All information set forth in the Perfection Certificate is true, accurate and complete in all material respects as of the Closing Date and any other subsequent date in which any Credit Party is requested to update such certificate.

Section 3.26 FCPA and Anti-Corruption Law . For the immediately preceding three (3) year period, neither the Credit Parties nor any of their respective Subsidiaries nor, to the knowledge of any Responsible Officer of any Credit Party, any director, officer, agent, employee or other Person acting in such capacity on behalf of any Credit Party or any of their respective Subsidiaries, has taken any action, directly or knowingly indirectly, that would result in a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”) or the Bribery Act 2010 (together with the FCPA, the “ Anti-Corruption Laws ”), in each case, in any material respect. No part of the proceeds of the Loans shall be used, directly or knowingly indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Anti-Corruption Laws. Each Credit Party has otherwise conducted its businesses

in compliance with applicable anti-corruption laws, in all material respects, and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

ARTICLE 4 - AFFIRMATIVE COVENANTS

Each Credit Party agrees that, so long as any Credit Exposure exists:

Section 4.1 Financial Statements and Other Reports . Each Credit Party will deliver to Agent: (a) no later than thirty (30) days after the last day of each of the first two fiscal months of each Fiscal Quarter, a company-prepared consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal month, covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer; (b) no later than forty-five (45) days after the last day of each of the first three Fiscal Quarters of each Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), a company prepared consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Quarter covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer; (c) no later than ninety (90) days after the last day of any Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Annual Report on form 10-K), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion to the effect that such consolidated financial statements present fairly in all material respects the financial condition and operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than in the final year of maturity hereof, with respect to the pending maturity of this facility) from Credit Parties’ independent certified public accounting firm as of the Original Closing Date or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Parent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Credit Parties with any stock exchange on which any securities of any Credit Party are traded and/or the SEC; (e) within ninety (90) days after the start of each Fiscal Year, a copy of the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of Parent for each Fiscal Quarter of the upcoming Fiscal Year; and (f) within ten (10) Business Days of any reasonable request therefor, such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the Collateral as Agent may from time to time reasonably request (unless the disclosure of such information would require the forfeiture by such Credit Party or Subsidiary of attorney client privilege with respect to such document; provided , however , that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege); provided , however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17 . If Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clause (b), (c) and (d) above, Credit Parties may satisfy such requirements by such filing. Concurrently with any delivery of financial statements under clauses (a), (b) and (c) above, Parent shall deliver, in accordance with Section 6.6, a duly completed Compliance Certificate signed by a Responsible Officer. Credit Parties will, 20 days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate, together with such other information as required pursuant to Section 6.6, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and

type with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.

Section 4.2 Payment and Performance of Obligations . Each Credit Party (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due (after giving effect to any applicable grace periods), all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect or result in a Lien against any material portion of the Collateral, except for Permitted Liens, (b) without limiting anything contained in the foregoing clause (a) and unless subject to a Permitted Contest, will pay all amounts due and owing in respect of material Taxes (including without limitation, payroll and withholdings tax liabilities) on a timely basis as and when due and payable, (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect. For purposes of clause 4.2(b) above, Taxes shall not be considered “material” if they are equal to or less than $2,000,000 in the aggregate for all such Taxes.

Section 4.3 Maintenance of Existence . Unless otherwise permitted under Section 5.6(a), each Credit Party will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect, (a) their respective existence and (b) their respective rights, privileges and franchises necessary or desirable in the normal conduct of business, except, in the case of this clause (b), where a failure to do so could not reasonably be expected to result in a Material Adverse Effect. Unless otherwise permitted under Section 5.6(a), each Credit Party will, and will cause each Subsidiary to (x) remain in good standing in its jurisdiction of incorporation and (y) remain qualified to do business, and in good standing in every jurisdiction where such qualification is required (unless inapplicable in such jurisdiction), except in the case of this clause (y) where failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 4.4 Maintenance of Property; Insurance .

(a) Unless otherwise permitted pursuant to Section 5.6(a), each Credit Party will keep, and will cause each Subsidiary to keep, all material tangible property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty events excepted; and make all necessary repairs and/or restore the affected property in a good and workmanlike manner, regardless of whether Agent agrees to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Each Credit Party will maintain (i) property insurance on all real and personal property on an all risks basis (including the perils of flood (if applicable), windstorm and quake), covering the repair and replacement cost of all such property and coverage, business interruption and rent loss coverages with 180 day extended period of indemnity and indemnity for extra expense, in each case without application of coinsurance, (ii) general liability insurance (including products/completed operations liability coverage), and (iii) such other insurance coverage, in each case against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons (in the reasonable

judgment of the Credit Parties). All such insurance shall be provided by insurers having an A.M. Best rating of A-, VII or better.

(c) On or prior to the Closing Date, and at all times thereafter, each Credit Party will cause Agent to be included as (x) an additional insured in the case of each liability policy and (y) lender loss payee (which shall include, as applicable, identification as mortgagee) in the case of each casualty or property insurance policy (except for Workers’ Compensation and Employer’s Liability insurance policies), in each case, required to be maintained pursuant to this Section 4.4 pursuant to endorsements or policy form in form and substance reasonably acceptable to Agent. Credit Parties shall deliver to Agent and the Lenders (i) within thirty (30) days after the Closing Date (unless previously delivered under the Original Credit Agreement), a certificate from Credit Parties’ insurance broker and/or insurance carrier dated such date showing the amount of coverage as of a recent date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and/or additional insureds (as applicable) and all rights of subrogation against all loss payees and/or additional insureds (as applicable), and that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee and loss payee (as applicable) and that no cancellation in coverage thereof shall be effective until at least thirty (30) days after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) upon the reasonable request of any Lender through Agent from time to time full information as to the insurance carried, (iii) within five (5) days of receipt of notice from any insurer (or such longer period as Agent may agree in its reasonable discretion), a copy of any notice of cancellation or nonrenewal in coverage from that existing on the Original Closing Date, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Credit Party, and (v) at least five (5) days (or such shorter period as Agent may agree in its reasonable discretion) prior to expiration of any policy of insurance, evidence of renewal of such insurance upon the terms and conditions herein required. Without limiting the foregoing, Credit Parties agree to provide notice to Agent of any material reduction in amount or material change in coverage under their respective insurance policies required to be maintained pursuant to the terms of this Agreement.

(d) In the event any Credit Party fails to provide Agent with evidence of the insurance coverage required by this Agreement within five (5) Business Days of Agent’s written request therefor (unless an Event of Default has occurred and is continuing, in which case no such waiting period shall apply), Agent may purchase insurance at Credit Parties’ expense to protect Agent’s interests in the Collateral. This insurance may, but need not, protect such Credit Party’s interests. The coverage purchased by Agent may not pay any claim made by such Credit Party or any claim that is made against such Credit Party in connection with the Collateral. Such Credit Party may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that such Credit Party has obtained insurance as required by this Agreement. If Agent purchases insurance for the Collateral, Credit Parties will be responsible for the costs of that insurance to the fullest extent provided by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs of the insurance may be more than the cost of insurance such Credit Party is able to obtain on its own.

Section 4.5 Compliance with Laws and Material Contracts . Each Credit Party will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

Section 4.6 Inspection of Property, Books and Records . Each Credit Party will keep, and will cause each Subsidiary to keep, proper books of record substantially in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, at the sole cost of the applicable Credit Party or any applicable Subsidiary, representatives of Agent to visit and inspect any of their respective properties (subject to the terms of the applicable lease), to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants; provided that, such rights pursuant to this Section 4.6 may only be exercised during reasonable business hours and, in the absence of a Default or an Event of Default (a) on at least two (2) Business Days advance written notice and (b) not more than twice per calendar year at the Credit Parties’ expense and the aggregate amount Credit Parties shall be required to pay in respect of such audits and inspections in any calendar year shall not exceed $75,000 in aggregate; provided , further that the restrictions set forth in clause (a) and (b) shall not apply during the existence and continuance of any Event of Default. Unless an Event of Default has occurred and is continuing, the Agent shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants.

Section 4.7 Use of Proceeds . Borrowers shall use the proceeds of Revolving Loans solely (a) to pay transaction fees incurred in connection with the Financing Documents and (b) for general corporate purposes and for the working capital needs of Borrowers and their Subsidiaries. No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use. Borrowers shall use the proceeds of the Term Loans solely for general corporate purposes and for the working capital needs of Borrowers and their Subsidiaries.

Section 4.8 Estoppel Certificates . After written request by Agent which, so long as no Event of Default has occurred and is continuing, shall be limited to one (1) such request per Fiscal Year, Credit Parties, within fifteen (15) Business Days and at their expense, will furnish Agent with a statement, duly acknowledged and certified, setting forth (a) the amount of the original principal amount of the Notes, and the unpaid principal amount of the Notes, (b) the rate of interest of the Notes, (c) the date payments of interest and/or principal were last paid, (d) any offsets or defenses to the payment of the Obligations, and if any are alleged, the nature thereof, (e) that the Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default; provided that Agent shall have provided the Register to Borrower Representative, upon Borrower Representative’s request, prior to any Credit Party being required to furnish such statement to Agent. After written request by Agent, which, so long as no Event of Default has occurred and is continuing, shall be limited to one (1) such request per Fiscal Year, Credit Parties, within fifteen (15) Business Days and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of Credit Parties, updating all of the representations and warranties contained in this Agreement and the other Financing Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents, as updated pursuant to such certificate, are true, accurate and complete in all material respects as of the date of such certificate.

Section 4.9 Notices of Material Contracts, Litigation and Defaults .

(a) Credit Parties shall provide (i) five (5) Business Days (or such shorter period as reasonably agreed to by Agent) written notice to Agent of a Credit Party (1) executing and delivering any

amendment, consent, waiver or other modification to any Material Contract which is materially adverse to the interests of the Agent or the Lenders to such Material Contract or which could reasonably be expected to have a Material Adverse Effect or (2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract and (ii) together with delivery of the Compliance Certificate (included as an update to the such any schedule delivered therewith) in respect of the last month of the following Fiscal Quarter, the execution of any new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed.

(b) Credit Parties will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, that could reasonably be expected to result in a Material Adverse Effect, (iv) if there is any infringement or written claim of infringement by any other Person with respect to any Material Intangible Asset of any Credit Party that could reasonably be expected to have a Material Adverse Effect and (v) if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others and an adverse resolution of such claim could reasonably be expected to have a Material Adverse Effect. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all material litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date.

(c) Credit Parties shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the Closing Date and continuing through the termination of this Agreement, Credit Parties shall use their best efforts to make available to Agent and each Lender, without expense to Agent or any Lender, in a commercially reasonable manner and in light of other obligations of such persons, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Section 4.10 Hazardous Materials; Remediation . If any release or disposal of Hazardous Materials which could reasonably be expected to have a Material Adverse Effect shall occur or shall have occurred on any real property owned or leased by Borrower or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets to the extent such actions are required of Borrower or any Credit Party under applicable Environmental Laws or necessary to preserve the value of such real property other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply, in all material respects, with each Environmental Law to the extent such Environmental Law requires Borrower or any Credit Party to perform actions at any real property in response to the release or threatened release of a Hazardous Material except as could not reasonably be expected to have a Material Adverse Effect.

Section 4.11 Further Assurances .

(a) Each Credit Party will, and will cause each Subsidiary (other than any such Subsidiary that is an Excluded Subsidiary), at its own cost and expense, promptly and duly take, execute, acknowledge and deliver all such further acts, documents and assurances as may from time to time be necessary or as Agent or the Required Lenders may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions contemplated thereby, including all such actions to (i) establish, create, preserve, protect and perfect a first priority Lien (other than in respect of Excluded Perfection Assets and subject only to Permitted Liens) in favor of Agent for itself and for the benefit of the Lenders on the Collateral (including Collateral acquired after the Closing Date), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries of Parent (other than Excluded Subsidiaries) to be jointly and severally obligated with the other Credit Parties under all covenants and obligations under this Agreement, including the obligation to repay the Obligations.

(b) Upon receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of any Note or any other Financing Document which is not of public record and which contains customary indemnifications in favor of Borrowers, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other applicable Financing Document, Borrowers will issue, in lieu thereof, a replacement Note or other applicable Financing Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing Document in the same principal amount thereof and otherwise of like tenor.

(c) Without limiting (i) clauses (l), (m) or (n) in the definition of Eligible Inventory, (ii) clauses (j), (k) or (l) in the definition of Eligible Surgical Instrumentation or (iii) clause (a)(i) in the definition of Eligible Equipment:

(i) at all times when the average end-of-day principal balance of Revolving Loans exceeds $85,000,000 for any thirty (30) day period, Credit Parties shall obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessor of each leased property or mortgagee of owned property with respect to any business location where any portion of the Collateral included in or proposed to be included in the Borrowing Base to the extent that the aggregate daily average value of all Collateral held at such location exceeds $15,000,000 during any thirty (30) day period (an “ Access Agreement Location ”); provided , that if Borrowers are unable to obtain such an agreement for any Access Agreement Location within sixty (60) days following the end of the applicable 30-day period, it shall not result in an Event of Default hereunder, rather, such Collateral shall not constitute Eligible Inventory or Eligible Surgical Instrumentation, as applicable, for purposes of calculating the Borrowing Base to the extent provided for in clause (n) of the definition of Eligible Inventory or clause (l) of the definition of Eligible Surgical Instrumentation;

(ii) Credit Parties shall obtain a landlord’s agreement or mortgagee agreement, as applicable, from the lessor of each leased property or mortgagee of owned property with respect to any business location where the books and records relating to such Collateral and/or software and equipment relating to such records or Collateral, is stored or located (unless such books and records are also located at another business location that is subject to landlord’s or mortgagee agreement in favor of Agent), which agreement or letter, in each case of clauses (i) and (ii), shall be reasonably satisfactory in form and substance to Agent; and

(iii) Credit Parties shall timely and fully pay and perform its obligations under the Arlington Real Property Lease, the Arlington Personal Property Leases and all other leases and

other agreements with respect to each leased location where any Collateral with an aggregate value in excess of $5,000,000, or any records related thereto, is or may be located unless a failure to perform would not give a third party who is a party to such lease a right to terminate such lease or agreement prior to the expiration thereof.

(d) Credit Parties shall provide Agent with at least five (5) Business Days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create (or to the extent permitted under this Agreement, acquire) a new Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia. Promptly upon the formation (or to the extent permitted under this Agreement, acquisition) of a new Subsidiary (but in any event within ten (10) Business Days), Credit Parties shall (i) pledge, have pledged or cause or have caused to be pledged to Agent pursuant to a pledge agreement in form and substance satisfactory to Agent, all (with respect to a domestic Subsidiary that is not an Excluded Domestic Holdco) or 65% (with respect to a Foreign Subsidiary of a United States or an Excluded Domestic Holdco) of the outstanding shares of equity interests or other equity interests of such new Subsidiary owned directly or indirectly by any Credit Party, along with undated stock or equivalent powers for such certificates, if any, executed in blank; (ii) unless Agent shall agree otherwise in writing, cause the new Subsidiary (other than an Excluded Subsidiary) to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent, acting on behalf of the Lenders, a first priority Lien (subject to Permitted Liens) on all Material Real Property and personal property (in the case of the perfection of the Liens granted, subject to the Excluded Perfection Assets) of such Subsidiary in existence as of such date and in all after acquired property, which first priority Liens (subject to Permitted Liens) are required to be granted pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such new Subsidiary (other than an Excluded Subsidiary) to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form and substance reasonably satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing Documents pursuant to a guaranty and suretyship agreement in form and substance reasonably satisfactory to Agent; and (iv) cause the new Subsidiary (other than an Excluded Subsidiary) to deliver certified copies of such Subsidiary’s certificate or articles of incorporation, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the Board of Directors or other governing body, approving and authorizing the execution and delivery of the Security Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other actions as may be reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent (clauses (i) through (iv), collectively, the “ Joinder Requirements ”).

Section 4.12 [ Reserved] .

Section 4.13 Power of Attorney . Each of the authorized representatives of Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for each Credit Party (without requiring any of them to act as such) with full power of substitution to do the following during the continuance of an Event of Default: (a) endorse the name of such Credit Party upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to such Credit Party and constitute collections on such Credit Party’s Accounts; (b) perform the same and such Credit Party has failed to take such action, execute in the name of such Credit Party any schedules, assignments, instruments, documents, and statements that the Credit Parties are obligated to give Agent under this Agreement; (c) take any action the Credit Parties are required to take under this Agreement; (d) do such other and further acts and deeds in the name of such Credit Party that Agent may deem necessary or desirable to enforce any Account or

other Collateral or perfect Agent’s security interest or Lien in any Collateral; and (e) do such other and further acts and deeds in the name of the Credit Parties that Agent may deem necessary or desirable to enforce its rights with regard to any Account or other Collateral. This power of attorney shall be irrevocable and coupled with an interest.

Section 4.14 Borrowing Base Collateral Administration .

(a) All data and other information relating to Accounts and other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld.

(b) Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor and was not provided such written notice under the Original Credit Agreement, or becomes an Account Debtor at any time following the Closing Date that directs each Third Party Account Debtor to make payments in respect of Third Party Accounts into the Lockbox, and hereby authorizes Agent, upon Borrowers’ failure to send such notices (or sixty (60) days after the Person becomes an Account Debtor in respect of any Eligible Account), to send any and all similar notices to such Person. Agent reserves the right to notify Account Debtors during the continuance of an Event of Default that Agent has been granted a Lien upon all Accounts.

(c) Borrowers will conduct a physical count of the Inventory at least once per year (or more frequently as Agent may reasonably request during the continuance of any Event of Default), and Borrowers shall provide to Agent a written accounting of such physical count in form and substance reasonably satisfactory to Agent. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition; provided, that with respect to Inventory located at the Arlington Road Premises and at the premises located at 10801 Nesbitt Avenue South, Bloomington, MN, Borrowers may conduct a cycle count of Inventory, consistent with Borrowers’ past practices with respect to Inventory located at such premises.

(d) In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of the Collateral; provided, however , that, so long as no Event of Default has occurred and is continuing, Borrowers shall not be required deliver more than one (1) appraisal report to Agent per Fiscal Year and, so long as the Revolving Loan Outstandings have not exceeded $50,000,000 at any time during such Fiscal Year, the aggregate amount Credit Parties shall be required to pay in respect of such appraisal in any Fiscal Year shall not exceed $50,000 in the aggregate.

Section 4.15 Schedule Updates . Credit Parties shall, in the event of any information in the Schedules becoming outdated, inaccurate, incomplete or misleading, deliver to Agent, together with the next Compliance Certificate required to be delivered after the end of a Fiscal Quarter under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or misleading information; provided , however , with respect to any proposed updates to the Schedules involving Permitted Liens, Permitted Debt or Permitted Investments, Agent will replace the respective Schedule attached hereto with such proposed update only if such updated information is consistent with the definitions of and limitations herein pertaining to Permitted Liens, Permitted Debt or Permitted Investments.

Section 4.16 Intellectual Property and Licensing .

(a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 after the end of a Fiscal Quarter to the extent (A) any Credit Party acquires and/or develops any new Registered Intellectual Property, (B) any Credit Party enters into or becomes bound by any additional in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other agreement with respect to rights in Intellectual Property constituting a Material Intangible Asset (other than over-the-counter software that is commercially available to the public), or (C) there occurs any other change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 that could reasonably be expected to result in a Material Adverse Effect, deliver to Agent an updated Schedule 3.19 reflecting such updated information.

(b) Credit Parties shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets. Credit Parties shall cause all Registered Intellectual Property to be duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Credit Parties shall at all times conduct their business without infringement of any Intellectual Property rights of others, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Credit Parties shall (i) protect, defend and maintain the validity and enforceability of its Material Intangible Assets; (ii) promptly advise Agent in writing of material infringements of its Material Intangible Assets, or of a claim of infringement by a Credit Party on the Intellectual Property rights of others which could reasonably be expected to result in a Material Adverse Effect; and (iii) not allow any of Credit Parties’ Material Intangible Assets to be abandoned, invalidated, forfeited or dedicated to the public or to become unenforceable except to the extent constituting a Permitted Asset Disposition.

Section 4.17 Regulatory Reporting and Covenants .

(a) Credit Parties shall notify Agent and each Lender promptly (and in any event within five (5) Business Days) of receiving, becoming aware of or determining that (each, a “ Regulatory Reporting Event ” and collectively, the “ Regulatory Reporting Events ”): (i) any Governmental Authority, specifically including the FDA, is conducting or has conducted (A) if applicable, any investigation of Credit Party’s or its Subsidiaries’ manufacturing facilities and processes for any Product, which investigation has resulted in allegations by the Governmental Authority of material deficiencies or material violations of Laws and/or the Regulatory Required Permits or (B) an investigation or review of any Regulatory Required Permit (other than routine reviews in the Ordinary Course of Business associated with the renewal of a Regulatory Required Permit and which could not reasonably be expected to result in a Material Adverse Effect), (ii) development, testing, and/or manufacturing of any Product or provision of any service that is material to the business of Credit Parties or their Subsidiaries (taken as a whole) should cease, (iii) if a Product that is material to the business of the Credit Parties or their Subsidiaries (taken as a whole) has been approved for marketing and sale, any marketing or sales of such Product should cease or such Product should be withdrawn from the marketplace, (iv) any Regulatory Required Permit that is material to the business of Credit Parties or their Subsidiaries has been revoked or withdrawn, (v) adverse clinical test results with respect to any Product which have or could reasonably be expected to result in a Material Adverse Effect, (vi) any Recalls of Products from any market (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a Recall initiated by another Person), which have or could reasonably be expected to result in a Material Adverse Effect or (vii) any significant failures in the manufacturing of any Product such that the amount of such Product successfully manufactured in accordance with all specifications thereof and the required payments to be made to Credit Parties therefor in any month shall decrease significantly

with respect to the quantities of such Product and payments produced in the prior month, in each case, which could reasonably be expected to result in a Material Adverse Effect. Credit Parties shall provide to Agent or any Lender such further information (including copies of such documentation) as Agent or any Lender may reasonably request with respect to any such Regulatory Reporting Event.

(b) Each Credit Party shall obtain all Regulatory Required Permits necessary for compliance in all material respects with Laws with respect to testing, manufacturing, developing, selling or marketing of Products and shall maintain and comply materially with all such Regulatory Required Permits, the noncompliance with which could have a Material Adverse Effect.

Section 4.18 Anti-Corruption Laws .

(a) No Credit Party shall (and each Credit Party shall ensure that no Subsidiary of such Credit Party will) directly or knowingly indirectly use the proceeds of the Loans for any purpose which would breach the Anti-Corruption Laws.

(b) Each Credit Party shall (and each Credit Party shall ensure that each Subsidiary of such Credit Party will):

(i) conduct its businesses in compliance, in all material respects, with the Anti-Corruption Laws; and

(ii) maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.

ARTICLE 5 - NEGATIVE COVENANTS

Each Credit Party agrees that, so long as any Credit Exposure exists:

Section 5.1 Debt; Contingent Obligations . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

Section 5.2 Liens . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for Permitted Liens.

Section 5.3 Distributions . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Distribution, except for Permitted Distributions.

Section 5.4 Restrictive Agreements . No Credit Party will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement (other than (i) the Financing Documents or (ii) any agreement in respect of purchase money Debt permitted under clause (c) of the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (i) pay or make Distributions to any Credit Party or any Subsidiary; (ii) pay any Debt owed to any Credit Party or any Subsidiary; (iii) make

loans or advances to any Credit Party or any Subsidiary; or (iv) transfer any of its property or assets to any Credit Party or any Subsidiary, other than (1) the Financing Documents, (2) an encumbrance or restriction consisting of customary non-assignment provisions in leases or licenses entered into in the Ordinary Course of Business, (3) customary provisions in joint venture agreement and other similar agreements that restrict the transfer of ownership interests in such joint ventures or provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the applicable joint venture, which limitation is applicable only to the assets that are the subject of such agreements; provided that such agreement was not entered into in contravention of the terms of the Financing Documents, or (4) limitations set forth in Subordinated Debt (if acceptable to the Agent in its sole discretion).

Section 5.5 Payments and Modifications of Debt . No Credit Party will, or will permit any Subsidiary to, directly or indirectly:

(a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement,

(b) amend or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement;

(c) declare, pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations, except for payments made in full compliance with and expressly permitted under the subordination provisions applicable thereto; provided that payments made in respect of the CVR Earn-Out pursuant to the terms of the CVR Agreement (as in effect on the Original Closing Date) shall be permitted (irrespective of the subordination language set forth in Article X thereof) so long as no Event of Default exists (other than any Event of Default existing solely as a result of Section 10.1(b)) exists and is continuing at the time such payment is made or would result from the making thereof;

(d) make any optional repurchase or redemption of the 2021 Cash Convertible Notes, the 2020 Cash Convertible Notes or any Additional Cash Convertible Notes, including pursuant to Section 2.10 of each Cash Convertible Note Indenture (or an analogous provision of any indenture entered into in connection with the Additional Cash Convertible Notes or a Permitted Cash Convertible Note Refinancing); provided that the foregoing shall not prohibit (i) any Permitted Cash Convertible Note Refinancing or (ii) any repurchase or redemption with the proceeds of Additional Cash Convertible Notes;

(e) amend or otherwise modify the terms of any such Debt referred to in clauses (a)-(d) above if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt if in any way adverse to the Agent or the Lenders, (ii) accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt, (iii) change in a manner adverse to any Credit Party or Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (iv) change the prepayment provisions of such Debt or any of the defined terms related thereto in a manner adverse to Agent or the Lenders, (v) solely with respect to Subordinated Debt, change the subordination provisions thereof (or the subordination terms of any guaranty thereof), or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Credit Parties, any Subsidiaries, Agent or Lenders. Credit Parties shall, prior to entering into any such amendment or modification, deliver to Agent reasonably in advance of the execution thereof, any final or execution form copy thereof; or

(f) elect a “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) under any warrant that is a Cash Convertible Note Hedging Arrangement (including in connection with the exercise and/or early termination thereof) if, (i) an Event of Default has occurred and is continuing, or (ii) after giving effect to any nearly contemporaneous settlement of the related bond hedge that is a Cash Convertible Note Hedging Arrangement, the result would be a net cash payment by any Credit Party or Subsidiary in excess of $5,000,000.

Except as otherwise provided in clause (d) above and without limiting any other provision in this Agreement, nothing in this Section 5.5 shall prohibit any payment in respect of the Cash Convertible Notes or modification of any Cash Convertible Note Documents made in connection with a Cash Convertible Note-Related Transaction or Permitted Cash Convertible Note Refinancing.

Section 5.6 Consolidations, Mergers and Sales of Assets .

(a) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consolidate or merge or amalgamate with or into any other Person other than (a) consolidations or mergers among Borrowers where a Borrower is the surviving entity (provided that in the case of any consolidation or merger involving Holdings, Holdings shall be the surviving entity), (b) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity (provided that Parent may not merge into any Borrower), (c) consolidations or mergers among Guarantors where the Guarantor is the surviving entity (provided that in the case of any consolidation or merger involving Parent, Parent shall be the surviving entity), (d) consolidations or mergers among Excluded Subsidiaries, (e) dissolutions or liquidations of Credit Parties (other than Borrowers) or their Subsidiaries so long as any assets of such dissolved or liquidated Person are transferred to a Borrower or another Credit Party and (f) consolidations and mergers necessary to effect a Permitted Internal Reorganization.

(b) No Credit Party will, or will permit any Subsidiary to, directly or indirectly consummate any Asset Dispositions other than Permitted Asset Dispositions; provided that no Credit Party shall consummate any Permitted Asset Disposition unless (i) no Default or Event of Default exists or would result from such Asset Disposition and (ii) such Permitted Asset Dispositions shall be made for fair value and for at least 75% cash consideration; it being understood that the following shall be deemed to be cash consideration: (A) any liabilities (as shown on Parent’s most recent balance sheet provided hereunder or in the footnotes thereto) of the applicable Credit Party or Subsidiary, other than liabilities that are by their terms subordinated to the payment in full of the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which Parent and its Subsidiaries shall have been validly released by all applicable creditors in writing and (B) aggregate non-cash consideration received by the applicable Credit Party or Subsidiary having an aggregate fair market value (determined as of the closing of the applicable disposition for which such non-cash consideration is received) not to exceed $5,000,000; provided , further that any Permitted Asset Disposition resulting in the sale, transfer or disposition of Collateral that is part of the Borrowing Base shall result in a corresponding reduction of the Borrowing Base equal to the fair market value of such Collateral and Credit Parties shall submit an updated Borrowing Base Certificate evidencing the removal of such Collateral from the Borrowing Base.

Section 5.7 Purchase of Assets, Investments . No Credit Party will, or will permit any Subsidiary to, directly or indirectly:

(a) except as otherwise permitted pursuant to clause (o) of the definition of Permitted Investments, engage or enter into any agreement to engage in any joint venture or partnership with any other Person;

(b) make or enter into any agreement to make an Acquisition other than Permitted Acquisitions; or

(c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

Section 5.8 Transactions with Affiliates . Except (a) as otherwise disclosed on Schedule 5.8 , (b) intercompany Accounts established in the Ordinary Course of Business in respect of the purchase and sale of goods, the rendering of corporate or commercial services, royalty payments, distribution agreements and other transactions incidental and/or reasonably related thereto, in each case in the Ordinary Course of Business between Credit Parties or between Credit Parties and Excluded Subsidiaries and settlement of such Accounts, (c) for transactions that contain terms that are no less favorable to the applicable Credit Party or any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party and (d) for a Permitted Internal Reorganization, no Credit Party will (i) directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any service) with any Affiliate of any Credit Party that is not itself (A) a Borrower, (B) a Guarantor or (C) in the case of any transaction constituting (v) Permitted Contingent Obligations under clause (o) of the definition thereof, (w) Permitted Asset Dispositions under clause (e), clause (j)(i), clause (k), clause (m) or clause (o) thereof, (x) Permitted Debt under clause (m)(iii) of the definition thereof, (y) Permitted Distributions, or (z) Permitted Investments under clause (i) of the definition thereof, a Subsidiary and (ii) permit any Subsidiary that is not a Credit Party to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange or any property or the rendering of any service) with any Affiliate of any Credit Party that is not itself (A) a Borrower (to the extent such transaction is permitted with respect to such Borrower pursuant to clause (d)(i)(C) above), (B) a Guarantor (to the extent such transaction is permitted with respect to such Guarantor pursuant to clause (d)(i)(C) above) or (C) another Subsidiary that is not itself a Credit Party.

Section 5.9 Modification of Organizational Documents . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications.

Section 5.10 Modification of Certain Agreements . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Material Contract, which amendment or modification in any case: (a) is contrary to the terms of this Agreement or any other Financing Document; (b) could reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same; (c) results in the imposition or expansion in any material respect of any obligation of or restriction or burden on any Credit Party or any Subsidiary; or (d) reduces in any material respect any rights or benefits of any Credit Party or any Subsidiaries (it being understood and agreed that any such determination shall be in the discretion of Agent, acting reasonably). Each Credit Party shall, prior to entering into any amendment or other modification of any of the foregoing documents, deliver to Agent reasonably in advance of the execution thereof, any final or execution form copy of amendments or other modifications to such documents, and such Credit Party agrees not to take, nor permit any of its Subsidiaries to take, any such action with respect to any such documents without obtaining such approval from Agent.

Section 5.11 Conduct of Business . No Credit Party will, or will permit any Subsidiary to, directly or indirectly, engage in any line of business other than those businesses engaged in on the Original Closing Date and described on Schedule 5.11 and businesses incidental or reasonably related thereto. No Credit Party will, or will permit any Subsidiary to, other than in the Ordinary Course of Business, change its normal

billing payment and reimbursement policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance charges, fees and write-offs).

Section 5.12 Excluded Subsidiaries; Joint Ventures .

(a) No Borrower will, or will permit any Subsidiary (other than an Excluded Subsidiary) to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of any Person other than a Borrower.

(b) No Credit Party will, or will permit any Subsidiary thereof to enter into or own any interest in a joint venture that is not itself a corporation or limited liability company or other legal entity in respect of which the equity holders are not liable for the obligations of such entity as a matter of law.

Section 5.13 Limitation on Sale and Leaseback Transactions . Other than the Tennessee Property PILOT Program, no Credit Party will, or will permit any Subsidiary to, directly or indirectly, enter into any arrangement with any Person whereby, in a substantially contemporaneous transaction, any Credit Party or any Subsidiaries sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.

Section 5.14 Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts .

(a) Except for Excluded Accounts, no Credit Party will directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, no Borrower shall maintain any Deposit Account or Securities Account outside of the United States without the prior written consent of Agent.

(b) Credit Parties represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Credit Party as of the Closing Date (as supplemented from time to time pursuant to Section 4.15).

(c) The provisions of Section 5.14(a) shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Credit Parties’ employees and identified to Agent by Credit Parties as such; provided that, in each case, the aggregate balance in such Deposit Account does not materially exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such Deposit Accounts), (ii) zero balance accounts; provided that such accounts have been identified to Agent by Borrowers as such, (iii) such other Deposit Accounts (excluding, for the avoidance of doubt, any Lockbox Account), amounts on deposit in which do not exceed $2,000,000 individually and $7,500,000 in the aggregate with respect to all such accounts at any one time, (iv) escrow (which, for the avoidance of doubt shall include the Wright Settlement Escrow Account), trust and fiduciary accounts, (v) each account of each Excluded Subsidiaries, (vi) Deposit Accounts and Securities Accounts of Parent located outside of the United States, and (vii) the L/C Cash Collateral Accounts (the Deposit Accounts referred in clauses (i)-(vii), “ Excluded Accounts ”).

(d) At all times that any Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and

other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Section 5.15 Compliance with Anti-Terrorism Laws . Agent hereby notifies Credit Parties that pursuant to the requirements of Anti-Terrorism Laws, and Agent’s policies and practices, Agent is required to obtain, verify and record certain information and documentation that identifies Credit Parties and their principals, which information includes the name and address of each Credit Party and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any Material Contracts with any Blocked Person or any Person listed on the OFAC Lists. Each Credit Party shall immediately notify Agent if such Credit Party has knowledge that any Credit Party, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Credit Party will, or will permit any Subsidiary to, directly or knowingly indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to any applicable executive order or other Anti-Terrorism Law applicable to such Credit Party, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law applicable to such Credit Party.

Section 5.16 Change in Accounting . No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP or (ii) change the fiscal year or method for determining fiscal quarters of any Credit Party or of any Consolidated Subsidiary of any Credit Party.

Section 5.17 Parent . Parent will not incur or permit to exist any Debt (except for Permitted Debt) nor grant or permit to exist any Liens (other than Permitted Liens) upon any of its properties or assets nor engage in any operations, business or activity other than (i) owning 100% of the equity interests of the Borrowers and its other Subsidiaries and all operations incidental thereto, (ii) executing and performing its obligations under the Operative Documents to which it is a party, (iii) fulfilling its obligations under the Operative Documents to which it is a party, (iv) performing administrative, governance and supervisory functions in connection with the operation of the business of its Subsidiaries, (v) issuing equity interests, including without limitation pursuant to stock option plans, (vi) the maintenance of its corporate existence and corporate governance and other activities reasonably incidental thereto, (vii) guarantees of obligations of Subsidiaries to the extent permitted by this Agreement and (viii) such operations as are being carried on by Parent as of the Original Closing Date and operations incidental or reasonably related thereto.

ARTICLE 6 - FINANCIAL COVENANTS

Section 6.1 Additional Defined Terms . The following additional definitions are hereby appended to Section 1.1 of this Agreement:

“ Consolidated Liquidity ” means, as of any date of determination, the sum of the Revolving Loan Availability plus the aggregate cash and cash equivalents held by the Parent and its Consolidated Subsidiaries (taken as a whole) minus any cash and cash equivalents held in Deposit Accounts of the Credit Parties described in clauses (i) or (iv) of the definition of Excluded Accounts.

“ Credit Party Liquidity ” means, as of any date of determination, the sum of the Revolving Loan Availability plus the aggregate cash and cash equivalents held by the Credit Parties (taken as a whole) in one or more Deposit Accounts or Securities Accounts, each of which shall be held in the name of a Borrower or Parent in a bank or financial institution located in the United States and subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, in favor of Agent.

“ Defined Period ” means, for purposes of calculating the minimum Net Revenue and Adjusted EBITDA, for each Fiscal Quarter, the preceding twelve (12) month period ending on the last day of such Fiscal Quarter.

“ Net Revenue ” means, for any period, (a) the consolidated gross revenues of Parent and its Consolidated Subsidiaries generated solely through the commercial sale of Products by Parent and its Consolidated Subsidiaries during such period, less (b)(i) trade, quantity and cash discounts allowed by Parent or its Consolidated Subsidiaries, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustments and any other allowances which effectively reduce net selling price, (iii) product returns and allowances, (iv) allowances for shipping or other distribution expenses, (v) set-offs and counterclaims, and (vi) any other similar and customary deductions used by Parent in determining net revenues, all, in respect of (a) and (b), as determined in accordance with GAAP and in the Ordinary Course of Business.

Section 6.2 Minimum Net Revenue . Credit Parties shall not permit Net Revenue for any applicable Defined Period (as tested on the last day of such Defined Period):

(a) ending on or prior December 31, 2018 to be less than the minimum amount set forth on Schedule 6.2 for such Defined Period;

(b) ending after December 30, 2018 and on or prior to December 29, 2019, to be less than the greater of (i) an amount equal to eighty percent (80%) of Borrowers’ projected Net Revenue for the applicable Defined Period as set forth in the board-approved projections most recently delivered to Agent in accordance with Section 4.1 and (ii) $659,000,000;

(c) ending after December 29, 2019 and on or prior to December 27, 2020, to be less than the greater of (i) an amount equal to eighty percent (80%) of Borrowers’ projected Net Revenue for the applicable Defined Period as set forth in the board-approved projections most recently delivered to Agent in accordance with Section 4.1 and (ii) the Net Revenue required pursuant to clause (c) above for the Defined Period ending December 29, 2019; and

(d) ending after December 27, 2020 to be less than the greater of (i) an amount equal to eighty percent (80%) of Borrowers’ projected Net Revenue for the applicable Defined Period as set forth in the board-approved projections most recently delivered to Agent in accordance with Section 4.1 and (ii) the Net Revenue required pursuant to clause (d) above for the Defined Period ending December 27, 2020.

Section 6.3 Cash Requirements . Credit Parties shall not permit, at any time following the Original Closing Date, Credit Party Liquidity to be less than fifty percent (50%) of Consolidated Liquidity.

Section 6.4 Adjusted EBITDA . Until all Term Loan Commitments have been terminated or expired and all Term Loans made to the Borrowers hereunder and all Obligations in respect thereof (other than contingent obligations not yet due and payable) have been indefeasibly paid in full in cash, Credit Parties shall not permit Adjusted EBITDA for any applicable Defined Period (as tested on the last day of such Defined Period) to be less than $60,000,000.

Section 6.5 Minimum Cash . At all times during any period when the aggregate outstanding Debt of Credit Parties incurred under or pursuant to the Cash Convertible Notes exceeds $1,400,000,000 (the “ Minimum Cash Period ”), the Credit Parties shall maintain Credit Party Unrestricted Cash in an aggregate amount not less than $190,000,000. Borrowers shall promptly (but in any event within two (2) Business Days) provide written notice to Agent if the Credit Party Unrestricted Cash, at any time during any Minimum Cash Period, becomes less than $190,000,000.

Section 6.6 Evidence of Compliance . Credit Parties shall furnish to Agent, together with the financial reporting required of Credit Parties in this Agreement, a Compliance Certificate as evidence of Credit Parties’ compliance with the covenants in this Article and evidence that no Event of Default specified in this Article has occurred. Upon the reasonable request of the Agent, such Compliance Certificate shall include, without limitation, (a) a statement and report, on a form approved by Agent, detailing Credit Parties’ calculations, (b) bank statements, and (c) back-up documentation (including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably require) evidencing the propriety of the calculations.

ARTICLE 7 - CONDITIONS

Section 7.1 Conditions to Closing . The obligation of each Lender to make the Loans on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion:

(a) the payment of all fees, expenses and other amounts due and payable under each Financing Document;

(b) since December 31, 2017, the absence of any Material Adverse Effect; and

(c) the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; provided, however in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof.

Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to, approved and ratified, each Financing Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or Lenders, as applicable, on the Original Closing Date or the Closing Date, as applicable.

Section 7.2 Conditions to Each Loan . The obligation of the Lenders to make a Loan or an advance in respect of any Loan is subject to the satisfaction of the following additional conditions:

(a) in the case of a Revolving Loan (other than the Revolving Loans that are deemed made on the Closing Date), receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate;

(b) in the case of a Term Loan, a Notice of Borrowing delivered in accordance with Section 2.1(a)(ii);

(c) in the case of a Revolving Loan, the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit;

(d) in the case of a borrowing of the Term Loan Tranche 2, Borrowers shall have delivered to Agent evidence reasonably satisfactory to Agent that, as of the most recent Fiscal Quarter ending prior to the proposed Term Loan Tranche 2 Funding Date for which financial statements are required to have been delivered pursuant to Section 4.1 hereof, Parent and its Consolidated Subsidiaries’ Adjusted EBITDA for the applicable Defined Period is greater than (i) if such Term Loan Tranche 2 Funding Date is prior to the first anniversary of the Closing Date, $60,000,000, (ii) if such Term Loan Tranche 2 Funding Date is on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, the 2018 Target Adjusted EBITDA and (iii) if such Term Loan Tranche 2 Funding Date is on or after the second anniversary of the Closing Date but prior to the Term Loan Tranche 2 Commitment Termination Date, the 2019 Target Adjusted EBITDA;

(e) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; and

(f) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be a representation and warranty by each Credit Party on the date of such notice or acceptance as to the facts specified in this Section.

Section 7.3 Searches . Before the Closing Date, and thereafter (as and when determined by Agent in its reasonable discretion), Agent shall have the right to perform, all at Credit Parties’ expense, the searches described in clauses (a), (b), and (c) below against Borrowers and any other Credit Party, the results of which are to be consistent with Credit Parties’ representations and warranties under this Agreement and the satisfactory results of which shall be a condition precedent to all advances of Loan proceeds: (a) UCC searches with the Secretary of State of the jurisdiction in which the applicable Credit Party is organized; (b) judgment, pending litigation, federal tax lien, personal property tax lien, and corporate and partnership tax lien searches, in each jurisdiction searched under clause (a) above; and (c) searches of applicable corporate, limited liability company, partnership and related records to confirm the continued existence, organization and good standing of the applicable Person and the exact legal name under which such Credit Party is organized.

Section 7.4 Post Closing Requirements . Credit Parties shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance reasonably satisfactory to Agent, and may be extended by Agent (acting reasonably) in writing in its sole discretion.

ARTICLE 8 - REGULATORY MATTERS

Section 8.1 Representations and Warranties, Covenants . To induce Agent and Lenders to enter into this Agreement and to make credit accommodations contemplated hereby, Credit Parties hereby represent and warrant that, except as disclosed in Schedule 8.1 , the following statements are true, complete and correct in all material respects as of the Closing Date, and Credit Parties hereby covenant and agree to notify Agent each quarter in connection with the Compliance Certificate required to be delivered pursuant to Section 4.1 and upon each submittal of a Notice of Borrowing of the occurrence of any facts, events or circumstances known to a Credit Party, whether threatened in writing, existing or pending, that would make any of the following representations and warranties untrue, incomplete or incorrect in any material respect (together with such supporting data and information as shall be necessary to fully explain to Agent the scope and nature of the fact, event or circumstance), and shall provide to Agent within five (5) Business Days of Agent’s request, such additional information as Agent shall request regarding such disclosure:

(a) [ Reserved ].

(b) Permits . Credit Parties have (i) each Permit and other rights from, and have made all declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in the management and operation of the business or the ownership of material assets of any Credit Party, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect (“ Material Permits and Rights ”) and (ii) no notice that any Governmental Authority is limiting, suspending or revoking any such Material Permit and Right. Credit Parties have delivered to Agent a copy of all Permits requested by Agent as of the Closing Date or to the extent requested by Agent pursuant to Section 4.17. All such Material Permits and Rights are valid and in full force and effect and Credit Parties are in compliance with the terms and conditions of all such Material Permits and Rights, except where failure to be in such compliance or for a Material Permit and Right to be valid and in full force and effect could not be reasonably expected to have a Material Adverse Effect.

(c) Regulatory Required Permits . With respect to any Product, (i) Credit Parties and their Subsidiaries have received, and such Product is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or sale of such Product as currently being conducted by or on behalf of Credit Parties, except where the failure to have such Regulatory Required Permits would not have a Material Adverse Effect, and have provided Agent and each Lender with all notices and other information required by Section 4.17, and (ii) such Product is being tested, manufactured, marketed or sold, as the case may be, in compliance in all material respects with all applicable Laws and Material Permits and Rights.

(d) Healthcare and Regulatory Events .

(i) None of the Credit Parties are in violation of any Healthcare Laws, except where any such violation would not have a Material Adverse Effect.

(ii) As of the Closing Date, there have been no Regulatory Reporting Events which could reasonably be expected to result in a Material Adverse Effect.

(iii) No Credit Party is participating in any Third Party Payor Program.

(iv) To the knowledge of any of Credit Party’s Responsible Officers, none of the Credit Party’s officers, directors, employees, shareholders, their agents or affiliates has made an untrue statement of material fact or fraudulent statement to the FDA or failed to disclose a material

fact required to be disclosed to the FDA, committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Regulation 46191 (September 10, 1991).

(v) Within the last two years, Credit Parties have not received any written notice that any Governmental Authority, including without limitation the FDA, the Office of the Inspector General of HHS or the United States Department of Justice has commenced or threatened to initiate any action against a Credit Party, any action to enjoin a Credit Party, their officers, directors, employees, shareholders or their agents and Affiliates, from conducting their businesses at any facility owned or used by them or for any civil penalty, injunction, seizure or criminal action, in each case, which could reasonably be expected to result in a Material Adverse Effect.

(vi) Within the last two years, Credit Parties have not received from the FDA, a Warning Letter, Form FDA-483, “Untitled Letter,” other correspondence or notice setting forth allegedly objectionable observations or alleged violations of laws and regulations enforced by the FDA, or any comparable correspondence from any state or local authority responsible for regulating drug products and establishments, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign counterpart of any state or local authority with regard to any Product or the manufacture, processing, packing, or holding thereof, in each case, which could reasonably be expected to result in a Material Adverse Effect.

(vii) Within the last two years, Credit Parties have not engaged in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products which could reasonably be expected to result in a Material Adverse Effect.

(viii) Each Product (a) is not adulterated or misbranded within the meaning of the FDCA; (b) each Product has been and/or shall be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and marketed and each service has been conducted in accordance in all material respects with all applicable Permits and Laws; and (c) each Product has been and/or shall be manufactured in material compliance with Good Manufacturing Practices, in each case, except where the failure to do so would not have a Material Adverse Effect.

(e) Proceedings . No Credit Party is subject to any proceeding, suit or, to Credit Parties’ knowledge, investigation by any federal, state or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Inspector General of the United States Department of Health and Human Services) which would have a Material Adverse Effect on any Credit Party.

ARTICLE 9 - SECURITY AGREEMENT

Section 9.1 Generally . As security for the payment and performance of the Obligations, and without limiting any other grant of a Lien and security interest in any Security Document, Credit Parties hereby collaterally assign and grant to Agent, for the benefit of itself and Lenders, and, subject only to the Permitted Liens, a continuing first priority Lien on and security interest in, upon, and to the personal property set forth on Schedule 9.1 attached hereto and made a part hereof.

Section 9.2 Representations and Warranties and Covenants Relating to Collateral .

(a) The security interest granted pursuant to this Agreement constitutes a valid and, to the extent such security interest is required to be perfected (except in respect of Excluded Perfection Assets) by this Agreement and any other Financing Document, continuing perfected security interest in favor of Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the filing of such a financing statement in the jurisdiction of organization of the applicable Credit Party, (ii) with respect to any Deposit Account, the execution of Deposit Account Control Agreements by all parties required to be party thereto, (iii) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a contractual obligation granting control to Agent over such letter-of-credit rights, (iv) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper, (v) in the case of all certificated stock, debt instruments and investment property, the actions taken under clause (i) above and/or the delivery thereof to Agent of such certificated stock, debt instruments and investment property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent or in blank, (vi) in the case of all investment property not in certificated form, the actions taken under clause (i) above and/or the execution of control agreements with respect to such investment property and (vii) in the case of all other instruments and tangible chattel paper that are not certificated stock, debt instructions or investment property, the delivery thereof to Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens. Except to the extent not required pursuant to the terms of this Agreement, all actions by each Credit Party reasonably requested by Agent to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

(b) Schedule 9.2(b) sets forth (i) each chief executive office and principal place of business of each Credit Party, and (ii) all of the addresses (including all warehouses) at which Collateral with an aggregate value in excess of $10,000,000 is located (it being understood and agreed that from time to time Credit Parties may (1) sell assets in accordance with the terms of this Agreement, (2) maintain de minimis amounts of Inventory with its sales personnel and at medical facilities, and (3) send items of Collateral out for repair and that from time to time certain items of Collateral will be in transit and that no such locations need be disclosed on Schedule 9.2(b) ) and/or books and records of Credit Parties regarding any Collateral or any of Credit Party’s assets, liabilities, business operations or financial condition are kept, which such Schedule 9.2(b) indicates in each case which Credit Parties have Collateral and/or books located at such address, and, in the case of any such address not owned by one or more of Credit Parties, indicates the nature of such location (e.g., leased business location operated by Credit Parties, third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

(c) Without limiting the generality of Section 3.2, except as indicated on Schedule 3.19 with respect to any rights of any Credit Party as a licensee under any license of Intellectual Property owned by another Person, and except for the filing of financing statements under the UCC and filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required for (i) the grant by each Credit Party to Agent of the security interests and Liens in the Collateral provided for under this Agreement and the other Security Documents (if any), or (ii) the exercise by Agent of its rights and remedies with respect to the Collateral provided for under this Agreement and the other Security Documents or under any applicable Law, including the UCC, and neither any such grant of Liens in favor of Agent nor exercise of rights by Agent shall violate or cause a default under any agreement between any Credit Party and any other Person relating to any such Collateral, including

any license to which a Credit Party is a party, whether as licensor or licensee, with respect to any Intellectual Property, whether owned by such Credit Party or any other Person.

(d) As of the Closing Date, except as discussed on Schedule 9.2(d) , no Credit Party has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), Letter-of-Credit Rights, commercial tort claims, Instruments (other than (i) checks and other ordinary course payment instruments, in each case in the Ordinary Course of Business and (ii) Excluded Perfection Assets), documents or investment property (other than equity interests in any Subsidiaries of such Credit Party disclosed on Schedule 3.4 or subsequently created hereunder and advised to Agent) and Credit Parties shall give notice to Agent concurrently with the delivery by Credit Parties of the next Compliance Certificate required pursuant to Section 4.1 above following the end of a Fiscal Quarter of the acquisition by any Credit Party of any such Chattel Paper, Letter-of-Credit Rights, commercial tort claims, Instruments (subject to the exceptions noted above), documents and investment property (other than equity interests in any Subsidiaries of such Credit Party disclosed on Schedule 3.4 or subsequently created hereunder and advised to Agent). No Person other than Agent or (if applicable) any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), Letter-of-Credit Rights or electronic chattel paper in which any Credit Party has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of a Credit Party is maintained).

(e) Credit Parties shall not take any of the following actions or make any of the following changes unless Credit Parties have given at least fifteen (15) Business Days’ prior written notice (or such later period to which Agent may in its reasonable discretion agree) to Agent of Credit Parties’ intention to take any such action (which such written notice shall include an updated version of any Schedule impacted by such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may reasonably request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral; provided that nothing in this clause (e) shall require Credit Parties to obtain any landlord’s agreement or mortgagee agreement not otherwise required by Section 4.11(c) hereof: (i) change the legal name or organizational identification number of any Credit Party as it appears in official filings in the jurisdiction of its organization, (ii) change the jurisdiction of incorporation or formation of any Borrower or Credit Party or allow any Borrower or Credit Party to designate any jurisdiction as an additional jurisdiction of incorporation for such Borrower or Credit Party, or change the type of entity that it is; provided that in no event shall a Credit Party organized under the laws of the United States or any state thereof be reorganized under the laws of a jurisdictions other than the United States or any state thereof, or (iii) change its chief executive office, principal place of business, or the location of its books and records or move all or a material portion of the Collateral (in each case, with an aggregate value in excess of $10,000,000) to or place any Collateral on any location that is not then listed on the Schedules (it being understood and agreed that from time to time Credit Parties may (1) sell assets in accordance with the terms of this Agreement, (2) maintain de minimis amounts of Inventory with its sales personnel and at medical facilities, and (3) send items of Collateral out for repair and that from time to time certain items of Collateral will be in transit and that no such locations need be disclosed on Schedule 9.2 or any notification need be made to Agent in respect of the foregoing) and/or establish any business location at any location that is not then listed on the Schedules; provided that after changing the location of its books and records or all or a material portion of the Collateral or establishing any new business location, Credit Parties shall be in compliance with Section 4.11(c) hereof.

(f) Credit Parties shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other

than adjustments, settlements, compromises, credits and discounts in the Ordinary Course of Business and in amounts which are not material with respect to the Account and that, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loan Outstandings) without the prior written consent of Agent. Without limiting the generality of this Agreement or any other provisions of any of the Financing Documents relating to the rights of Agent after the occurrence and during the continuance of an Event of Default, Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Credit Parties with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Credit Parties and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.

(g) Without limiting the generality of Sections 9.2(c) and 9.2(e):

(i) Credit Parties shall deliver to Agent all tangible Chattel Paper and all Instruments (other than any Excluded Perfection Assets) and documents owned by any Credit Party and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Agent. Credit Parties shall provide Agent with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper (other than any Excluded Perfection Assets), if any, owned by any Credit Party and constituting part of the Collateral by having Agent identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Credit Parties also shall deliver to Agent all security agreements securing any such Chattel Paper, if any, and securing any such Instruments. Credit Parties will mark conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Agent, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents. Credit Parties shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts and Securities Accounts of Credit Parties.

(ii) Credit Parties shall deliver to Agent all letters of credit (other than any Excluded Perfection Assets) on which any Credit Party is the beneficiary and which give rise to Letter-of-Credit Rights owned by such Credit Party which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Agent. Except with respect to any Excluded Perfection Assets, Credit Parties shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time, to cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner reasonably acceptable to Agent.

(iii) Credit Parties shall promptly advise Agent upon any Credit Party becoming aware that it has any interests in any commercial tort claim (other than Excluded Perfection Assets) that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Credit Parties shall, with respect to any such commercial tort claim, execute and deliver to Agent such documents as Agent shall reasonably request to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort claim.

(iv) Without limiting Section 4.11(c), following the Closing Date, except for Accounts, Inventory and other Collateral in an aggregate amount of less than $10,000,000 for any single location, no Accounts or Inventory or other Collateral and no books and records and/or software and equipment of the Credit Parties regarding any of the Collateral or any of the Credit Party’s assets, liabilities, business operations or financial condition shall at any time be located at any leased location or in the possession or control of any warehouse, consignee, bailee or any of Credit Parties’ agents or processors, without prior written notice to Agent. Credit Parties have notified Agent that Collateral and books and records are currently located at the locations set forth on Schedule 9.2. Credit Parties shall, prior to the commencement of such lease or such possession or control, notify any such landlord, warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents, instruct such Person to hold all such Collateral for Agent’s account subject to Agent’s instructions and shall use commercially reasonable efforts to obtain an acknowledgement from such Person that such Person holds the Collateral for Agent’s benefit.

(v) Credit Parties shall cause all equipment and other tangible personal property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Agent, Credit Parties shall promptly deliver to Agent any and all certificates of title, applications for title or similar evidence of ownership of all such tangible personal property (other than Excluded Perfection Assets) and shall cause Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Credit Parties shall not permit any such tangible personal property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Agent.

(vi) Each Credit Party hereby authorizes Agent to file without the signature of such Credit Party one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the “secured party” and such Credit Party as the “debtor” and which describe and indicate the Collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication of the Collateral covered by any such financing statement as “all assets” of such Credit Party now owned or hereafter acquired), in such jurisdictions as Agent from time to time reasonably determines are appropriate, and to file without the signature of such Credit Party any continuations of or corrective amendments to any such financing statements, in any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral. Each Credit Party also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date.

(vii) As of the Closing Date, no Credit Party holds, and after the Closing Date the Credit Parties shall promptly notify Agent in writing upon creation or acquisition by any Credit Party of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law. Upon the reasonable request of Agent, the Credit Parties shall take such steps as may be necessary or that Agent may reasonably request, to comply with any such applicable Law.

(viii) Credit Parties shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time.

ARTICLE 10 - EVENTS OF DEFAULT

Section 10.1 Events of Default . For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation of law or otherwise, shall constitute an “ Event of Default ”:

(a) (i) any Credit Party shall fail to pay (x) any scheduled principal, interest, premium or fee under any Financing Document when due; or (y) other amount payable under any Financing Document within three (3) Business Days after such amount is due or declared due in accordance with the terms of this Agreement or under any Financing Document, or (ii) there shall occur any default in the performance of or compliance with any of the following sections of this Agreement: Section 2.11, Section 4.1, Section 4.4(c), Section 4.6, Section 4.7, Section 4.15, Section 4.16, Section 4.17, Article 5, Article 6 or Article 8;

(b) any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document (other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied by the Credit Party or waived by Agent within thirty (30) days after the earlier of (i) receipt by Borrower Representative of notice from Agent or Required Lenders of such default, or (ii) actual knowledge of any Borrower or any other Credit Party of such default;

(c) any representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document or in any certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any material respect (or shall be incorrect in any respect if such representation, warranty, certification or statement is by its terms already qualified as to materiality) when made (or deemed made) (subject in the case of projections, other forward-looking information and industry information to the limitations set forth in Section 3.21 hereof);

(d) failure of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt (other than the Loans), or the occurrence of any breach, default, condition or event (other than, for the avoidance of doubt, termination events or equivalent events pursuant to the terms of any Swap Contract which are not the result of any default or event of default thereunder by any Credit Party) with respect to any Debt (other than the Loans), if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such Debt, or to cause, Debt or other liabilities having an individual principal amount in excess of $25,000,000 or having an aggregate principal amount in excess of $25,000,000 to become or be declared due prior to its stated maturity; provided , that, this clause (d) shall not apply to any conversion, repurchase or redemption of the Cash Convertible Notes required to be made under the Cash Convertible Note Documents or the satisfaction of any condition that would permit or require any of the foregoing, to the extent the same are (i) expressly permitted under this Agreement and (ii) not required as a result of the occurrence of a breach or default thereunder;

(e) any Credit Party or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,

or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(f) an involuntary case or other proceeding shall be commenced against any Credit Party or any Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against any Credit Party or any Subsidiary under applicable federal bankruptcy, insolvency or other similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such Credit Party or Subsidiary;

(g) (i) Any Termination Event shall occur or (ii) any failure to comply with the Pension Funding Rules shall occur, which failure has not been corrected within sixty (60) days following the final due dates for all required contributions or payment for the applicable plan year which, in each case, would, individually or in the aggregate, have a Material Adverse Effect;

(h) Excluding the matter set forth on Schedule 10.1(h) as of the Original Closing Date, one or more unsatisfied final judgments or final orders (provided, however, that any such judgments or orders shall be considered “final” for purposes of this clause (h) only upon the earliest to occur of (x) the adjudication of all outstanding post-trial motions with respect to the litigation giving rise to such judgment or order, (y) six (6) months after the date the first post-trial motion with respect to the litigation giving rise to such judgment or order is filed, provided that such motion is filed within sixty (60) days of the date of such judgment or order and (z) the date a judgment creditor takes legal action to attach or levy upon any assets of a Credit Party to enforce any such judgment or order) for the payment of money aggregating in excess of $25,000,000 (above (i) any amounts covered by insurance to the extent the relevant independent third-party insurer has not denied coverage therefor, or (ii) the amount of a bond or other security from or on behalf of Parent or any of its Subsidiaries as security against such judgment) shall be rendered against any or all Credit Parties and any of the following shall occur: (a) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders, (b) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect, or (c) in the case of any such order issued in connection with a settlement agreement, any Credit Party or any Subsidiary thereof shall fail to perform its obligations thereunder in accordance with the terms thereof;

(i) any Lien created by any of the Security Documents shall at any time fail to constitute a valid and (other than in respect of Excluded Perfection Assets) perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;

(j) the institution by any Governmental Authority of criminal proceedings against any Credit Party that could reasonably be expected to have a Material Adverse Effect;

(k) without limiting Section 10.1(b), any Guarantee of the Obligations shall fail to remain in full force or effect (other than to the extent expressly permitted by this Agreement) or any action shall be taken by any Guarantor to discontinue or to assert the invalidity or unenforceability of it Guarantee, or any Guarantor shall fail to comply with any of the terms or provisions of its Guarantee, or any Guarantor shall deny that it has any further liability under its Guarantee, or shall give notice to such effect (other than as a result of the discharge of such Guarantor to the extent expressly permitted by this Agreement), including, but not limited to, any notice of termination delivered pursuant to the terms of any Guarantee;

(l) Parent’s equity fails to remain registered with the SEC in good standing, and/or such equity fails to remain publicly traded on and registered with a public securities exchange;

(m) the occurrence of any Change in Control; or

(n) (i) the voluntary withdrawal or institution of any action or proceeding by the FDA or similar Governmental Authority to order the withdrawal of any Product or Product category from the market or to enjoin any Credit Party, its Subsidiaries or any representative of a Credit Party or its Subsidiaries from manufacturing, marketing, selling or distributing any Product or Product category that has or could reasonably be expected to have a Material Adverse Effect, (ii) the institution of any action or proceeding by the FDA or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Regulatory Required Permit held by any Credit Party, its Subsidiaries or any representative of any Credit Party or its Subsidiaries, which, in each case, has or could reasonably be expected to result in Material Adverse Effect, (iii) the commencement of any enforcement action against a Credit Party, its Subsidiaries or any representative of a Credit Party or its Subsidiaries (with respect to the business of a Credit Party or its Subsidiaries) by the FDA or any other Governmental Authority which has or could reasonably be expected to result in a Material Adverse Effect, or (iv) the occurrence of adverse test results in connection with a Product which could result in a Material Adverse Effect.

All cure periods provided for in this Section 10.1 shall run concurrently with any cure period provided for in any applicable Financing Documents under which the default occurred.

Section 10.2 Acceleration and Suspension or Termination of Revolving Loan Commitment and Term Loan Commitments . Upon the occurrence and during the continuance of an Event of Default, Agent may, and shall if requested by Required Lenders, (a) by notice to Borrower Representative suspend or terminate the Revolving Loan Commitment and Term Loan Commitments and the obligations of Agent and the Lenders with respect thereto, in whole or in part (and, if in part, each Lender’s Revolving Loan Commitment and Term Loan Commitment shall be reduced in accordance with its Pro Rata Share), and/or (b) by notice to Borrower Representative declare all or any portion of the Obligations to be, and the Obligations shall thereupon become, immediately due and payable, with accrued interest thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party and Credit Parties will pay the same; provided, however, that in the case of an Event of Default specified in Section 10.1(e) or 10.1(f), without any notice to any Credit Party or any other act by Agent or the Lenders, the Revolving Loan Commitment and the Term Loan Commitments and the obligations of Agent and the Lenders with respect thereto shall thereupon immediately and automatically terminate and all of the Obligations shall become immediately and automatically due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party and Credit Parties will pay the same.

Section 10.3 UCC Remedies .

(a) Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

(i) the right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process;

(ii) the right to (by its own means or with judicial assistance) enter any of Credit Parties’ premises and take possession of the Collateral, or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection (iii) below and to take possession of Credit Parties’ original books and records, to obtain access to Credit Parties’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Credit Parties shall not resist or interfere with such action (if Credit Parties’ books and records are prepared or maintained by an accounting service, contractor or other third party agent, Credit Parties hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered);

(iii) the right to require Credit Parties at Credit Parties’ expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent (acting at the direction of the Lenders);

(iv) the right to notify postal authorities to change the address for delivery of Credit Parties’ mail to an address designated by Agent and to receive, open and dispose of all mail addressed to any Credit Party; and/or

(v) the right to enforce Credit Parties’ rights against Account Debtors and other obligors, including, without limitation, (i) the right to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs and expenses, including attorneys’ fees, to Credit Parties, and (ii) the right, in the name of Agent or any designee of Agent or Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Credit Parties’ compliance with applicable Laws. Credit Parties shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Credit Parties’ affairs, all of which contacts Credit Parties hereby irrevocably authorize.

(b) Each Credit Party agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to the Credit Parties. At any sale or disposition of Collateral, Agent may (to the extent permitted by applicable law) purchase all

or any part of the Collateral, free from any right of redemption by the Credit Parties, which right is hereby waived and released. Each Credit Party covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral. Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Agent may sell the Collateral without giving any warranties as to the Collateral. Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If Agent sells any of the Collateral upon credit, the Credit Parties will be credited only with payments actually made by the purchaser, received by Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and the Credit Parties shall be credited with the proceeds of the sale. The Credit Parties shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations.

(c) Without restricting the generality of the foregoing and for the purposes aforesaid, each Credit Party hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Credit Party and to prosecute and defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Credit Party might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c) shall be a power coupled with an interest and cannot be revoked.

(d) Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, the Credit Parties’ labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral after the occurrence and during the continuance of an Event of Default and, in connection with Agent’s exercise of its rights under this Article after the occurrence and during the continuance of an Event of Default, the Credit Parties’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit.

Section 10.4 [ Reserved] .

Section 10.5 Default Rate of Interest . At the election of Agent or Required Lenders, after the occurrence of an Event of Default and for so long as it continues, the Loans and other Obligations shall bear interest at rates that are two percent (2.0%) per annum in excess of the rates otherwise payable under this Agreement; provided, however , that in the case of any Event of Default specified in Section 10.1(e) or Section 10.1(f), such default rates shall apply immediately and automatically without the need for any election or action of any kind on the part of Agent or any Lender.

Section 10.6 Setoff Rights . During the continuance of any Event of Default, each Lender is hereby authorized by each Credit Party at any time or from time to time, with reasonably prompt subsequent notice to such Credit Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates

at any of its offices for the account of such Credit Party or any of its Subsidiaries (regardless of whether such balances are then due to such Credit Party or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Credit Party or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each Credit Party agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.

Section 10.7 Application of Proceeds .

(a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Credit Party of all or any part of the Obligations, and, as between Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.

(b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.

(c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first , to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second , to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third , to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth , to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Section 10.8 Waivers .

(a) Except as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each Credit Party waives: (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Financing Documents, the Notes or any other notes, commercial

paper, accounts, contracts, documents, Instruments, Chattel Paper and Guarantees at any time held by Lenders on which any Credit Party may in any way be liable, and hereby ratifies and confirms whatever Lenders may do in this regard; (ii) all rights to notice and a hearing prior to Agent’s or any Lender’s taking possession or control of, or to Agent’s or any Lender’s replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Agent or any Lender to exercise any of its remedies; and (iii) the benefit of all valuation, appraisal and exemption Laws. Each Credit Party acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other Financing Documents and the transactions evidenced hereby and thereby.

(b) Each Credit Party for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by any Lender; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Credit Party, endorsers, guarantors, or sureties, or whether primarily or secondarily liable, without notice to any other Credit Party and without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other Credit Party, Agent or any Lender for any tax on the indebtedness (except to the extent otherwise expressly provided in Section 2.8); and (iv) to the fullest extent permitted by law, expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

(c) To the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by Agent or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent may at any time after such acquiescence require Credit Parties to comply with all such requirements. Any forbearance by Agent or any Lender in exercising any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Notes or as a reinstatement of the Loans or a waiver of such right of acceleration or the right to insist upon strict compliance of the terms of the Financing Documents. Agent’s or any Lender’s acceptance of payment of any sum secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent’s and such Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity of the Loans, nor shall Agent’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party’s default in payment of sums secured by any of the Financing Documents.

(d) Without limiting the generality of anything contained in this Agreement or the other Financing Documents, each Credit Party agrees that if an Event of Default is continuing (i) Agent and Lenders shall not be subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent or Lenders shall remain in full force and effect until Agent or Lenders have exhausted all remedies against the Collateral and any other properties owned by Credit Parties and the Financing Documents and other security instruments or agreements securing the Loans have been foreclosed, sold and/or otherwise realized upon in satisfaction of Credit Parties’ obligations under the Financing Documents.

(e) Nothing contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of the Collateral for the satisfaction of any of Credit Parties’ obligations under the Financing Documents in preference or priority to any other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of Credit Parties’ obligations under the Financing Documents. In addition, Agent shall have the right, after the occurrence and during the continuance of an Event of Default, to partially foreclose upon any Collateral in any manner and for any amounts secured by the Financing Documents then due and payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event any Credit Party defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Agent or a Lender elects (in accordance with the terms of this Agreement) to accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose all or any part of the Collateral to recover so much of the principal balance of the Loans as such Lender may accelerate and such other sums secured by one or more of the Financing Documents as Agent may elect. Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Financing Documents (and the applicable Liens granted therein) to secure payment of sums secured by the Financing Documents and not previously recovered.

(f) To the fullest extent permitted by law, each Credit Party, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Collateral any equitable right otherwise available to any Credit Party which would require the separate sale of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateral before proceeding against any other part of the Collateral; and further in the event of such foreclosure each Credit Party does hereby expressly consent to and authorize, at the option of Agent, the foreclosure and sale either separately or together of each part of the Collateral.

Section 10.9 Injunctive Relief . The parties acknowledge and agree that, in the event of a breach or threatened breach of any Credit Party’s obligations under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management and collection procedure described herein. However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened breach of any provision of this Agreement. Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting of any bond in connection with such injunctive relief. By joining in the Financing Documents as a Credit Party, each Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by such Credit Party.

Section 10.10 Marshalling; Payments Set Aside . Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations. To the extent that any Credit Party makes any payment or Agent enforces its Liens or Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred.

ARTICLE 11 - AGENT

Section 11.1 Appointment and Authorization . Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto. Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders. The provisions of this Article 11 are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party. Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its agents, servicers, trustees, investment managers or employees.

Section 11.2 Agent and Affiliates . Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Credit Party or Affiliate of any Credit Party as if it were not Agent hereunder.

Section 11.3 Action by Agent . The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the Financing Documents is intended to or shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the Financing Documents except as expressly set forth herein or therein.

Section 11.4 Consultation with Experts . Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 11.5 Liability of Agent . Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence, bad faith or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Financing Document; (c) the satisfaction of any condition specified in any Financing Document; (d) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall

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be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Section 11.6 Indemnification . Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Credit Parties) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent’s gross negligence, bad faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder. If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished.

Section 11.7 Right to Request and Act on Instructions . Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Financing Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion of the Lenders), Agent shall have no obligation to take any action if it believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 11.6.

Section 11.8 Credit Decision . Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Financing Documents.

Section 11.9 Collateral Matters . Lenders irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent under any Security Document (i) upon termination of the Revolving Loan Commitment and the Term Loan Commitments and payment in full of all Obligations; or (ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and (b) subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request by Agent at any time, Lenders will confirm Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9.

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Section 11.10 Agency for Perfection . Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loan unless instructed to do so by Agent (or consented to by Agent), it being understood and agreed that such rights and remedies may be exercised only by Agent.

Section 11.11 Notice of Default . Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or a Credit Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. Agent will notify each Lender of its receipt of any such notice. Agent shall take such action with respect to such Default or Event of Default as may be requested by Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof. Unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interests of Lenders.

Section 11.12 Assignment by Agent; Resignation of Agent; Successor Agent .

(a) Agent may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent or any Lender or any Approved Fund, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) 50% or more of its Loan, in each case without the consent of the Lenders or Credit Parties. Following any such assignment, Agent shall endeavor to give notice to the Lenders and Borrowers. Failure to give such notice shall not affect such assignment in any way or cause the assignment to be ineffective. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.

(b) Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders and Borrowers. Upon receipt of any such notice of resignation, Required Lenders shall have the right to appoint a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrowers and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph.

(c) Upon (i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as Agent pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the

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retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of this Article and Section 11.12 shall continue in effect for the benefit of such retiring Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting or was continuing to act as Agent.

Section 11.13 Payment and Sharing of Payment .

(a) Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments.

(i) Agent shall have the right, on behalf of Revolving Lenders to disburse funds to Borrowers for all Revolving Loans requested or deemed requested by Borrowers pursuant to the terms of this Agreement. Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Revolving Lender, other than any Non-Funding Lenders, will fund its Pro Rata Share of all Revolving Loans requested by Borrowers. Each Revolving Lender shall reimburse Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by Agent pursuant to the first sentence of this clause (i), or if Agent so requests, each Revolving Lender will remit to Agent its Pro Rata Share of any Revolving Loan before Agent disburses the same to a Borrower. If Agent elects to require that each Revolving Lender make funds available to Agent, prior to a disbursement by Agent to a Borrower, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender’s Pro Rata Share of the Revolving Loan requested by such Borrower no later than noon (Eastern time) on the date of funding of such Revolving Loan, and each such Revolving Lender shall pay Agent on such date such Revolving Lender’s Pro Rata Share of such requested Revolving Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by Agent to Revolving Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after Agent’s demand, Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Agent. Any repayment required by Borrowers pursuant to this Section 11.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to a Borrower to but excluding the date of payment at the rate of interest then applicable to Revolving Loans. Nothing in this Section 11.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

(ii) On a Business Day of each week as selected from time to time by Agent, or more frequently (including daily), if Agent so elects (each such day being a “ Settlement Date ”), Agent will advise each Revolving Lender by telephone, facsimile or e-mail of the amount of each such Revolving Lender’s percentage interest of the Revolving Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Revolving Lender’s actual percentage interest of the Revolving Loans to such Lender’s required percentage interest of the Revolving Loan balance as of any Settlement Date, the Revolving Lender from which such payment is due shall pay Agent, without setoff or discount, to the Payment Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any

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obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(iii) On each Settlement Date, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender’s percentage interest of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan, to the extent of such Revolving Lender’s Revolving Loan Exposure with respect thereto, and shall make payment to such Revolving Lender before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Revolving Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, however, that, in the case such Revolving Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower.

(iv) On the Closing Date, subject to Section 2.1(b)(i), Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to Borrowers in a timely manner on such date. If Agent elects to advance the Loans to Borrower in such manner, Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Agent receives such Lender’s Pro Rata Share of such Loans before 3:00 p.m. (Eastern Time) on the Closing Date.

(v) It is understood that for purposes of advances to Borrowers made pursuant to this Section 11.13, Agent will be using the funds of Agent, and pending settlement, (A) all funds transferred from the Payment Account to the outstanding Revolving Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 11.13, and (B) all interest accruing on such advances shall be payable to Agent.

(vi) The provisions of this Section 11.13(a) shall be deemed to be binding upon Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Credit Party.

(b) Term Loan Payments . Payments of principal, interest and fees in respect of the Term Loans will be settled on the date of receipt if received by Agent on the last Business Day of a month or on the Business Day immediately following the date of receipt if received on any day other than the last Business Day of a month; provided, however, that, in the case such Term Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower.

(i) If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from a Credit Party and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

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(ii) If Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Credit Parties or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Financing Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to any Credit Party or such other Person, without setoff, counterclaim or deduction of any kind.

(d) Defaulted Lenders . The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender of its obligations to make payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make any payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Financing Document.

(e) Sharing of Payments . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share of payments entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders such participations in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter required to be returned or otherwise recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery, without interest. Each Credit Party agrees that any Lender so purchasing a participation from another Lender pursuant to this clause (e) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.6) with respect to such participation as fully as if such Lender were the direct creditor of Credit Parties in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this clause (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this clause (e) to share in the benefits of any recovery on such secured claim.

Section 11.14 Right to Perform, Preserve and Protect . If any Credit Party fails to perform any obligation hereunder or under any other Financing Document, Agent itself may, but shall not be obligated to, cause such obligation to be performed at the Credit Parties’ expense. Agent is further authorized by the Credit Parties and the Lenders to make expenditures from time to time which Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve or protect the business conducted by the Credit Parties, the Collateral, or any portion thereof, and/or (b) enhance the likelihood of, or maximize the amount of, repayment of the Loan and other Obligations. Each Credit Party hereby agrees to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14. Each Lender hereby agrees to indemnify Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14, in accordance with the provisions of Section 11.6.

Section 11.15 [ Reserved] .

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Section 11.16 Amendments and Waivers .

(a) No provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved by Borrowers, the Required Lenders and any other Lender to the extent required under Section 11.16(b); provided, however , (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (ii) if Agent and the Borrower Representative shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Financing Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to Financing Document), then the Agent (acting in its sole discretion) and the Borrower Representative or any other relevant Credit Party shall be permitted to amend such provision and such amendment shall be deemed approved by the Lenders if the Lenders shall have received five (5) Business Days’ prior written notice of such change and the Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

(b) In addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved by the following Persons:

(i) if any amendment, waiver or other modification would increase a Lender’s funding obligations in respect of any Loan, by such Lender; and/or

(ii) if the rights or duties of Agent are affected thereby, by Agent;

provided, however , that, in each of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed or otherwise approved in writing by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Loan; (B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to Section 2.1(a)(iii) or Section 2.1(b)(ii)) of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for hereunder (other than late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the definition of the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release all or substantially all of the Collateral, authorize any Credit Party to sell or otherwise dispose of all or substantially all of the Collateral, release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer by any Credit Party of any of its rights and obligations under any Financing Document or release any Credit Party of its payment obligations under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions Pro Rata Share, Revolving Loan Commitment, Term Loan Commitments, Term Loan Tranche 1 Commitments, Term Loan Tranche 2 Commitments, Revolving Loan Commitment Amount, Term Loan Commitment Amount, Term Loan Tranche 1 Commitment Amount, Term Loan Tranche 2 Commitment Amount, Revolving Loan

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Commitment Percentage, Term Loan Commitment Percentage, Term Loan Tranche 1 Commitment Percentage or Term Loan Tranche 2 Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F) and (G) of the preceding sentence.

Section 11.17 Assignments and Participations .

(a) Assignments.

(i) Any Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender’s Loan together with all related obligations of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. Credit Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the assigning Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous assignments to two or more related Approved Funds.

(ii) From and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to Section 13.1). Upon the request of the Eligible Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Credit Party shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal amount of the Eligible Assignee’s Loan (and, as applicable, Notes in the principal amount of that portion of the principal amount of the Loan retained by the assigning Lender). Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower Representative any prior Note held by it.

(iii) Agent, acting solely for this purpose as an agent of Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amount of the Loan owing to, such Lender pursuant to the terms hereof (the “ Register ”). The entries in such Register shall be conclusive, absent manifest effort, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Agent. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower maintain a register on which it enters the name

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and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Obligations (each, a “ Participant Register” ). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register shall be available for inspection by Borrower and Agent at any reasonable time upon reasonable prior notice to the applicable Lender; provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Financing Document) to any Person (including any Borrower) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, or is otherwise required thereunder. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a participant register.

(iv) Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(v) Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the obligation, to effectuate assignments of Loans via an electronic settlement system acceptable to Agent as designated in writing from time to time to the Lenders by Agent (the “ Settlement Service ”). At any time when Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.17(a). Each assigning Lender and proposed Eligible Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans pursuant to the Settlement Service. With the prior written approval of Agent, Agent’s approval of such Eligible Assignee shall be deemed to have been automatically granted with respect to any transfer effected through the Settlement Service. Assignments and assumptions of the Loan shall be effected by the provisions otherwise set forth herein until Agent notifies Lenders of the Settlement Service as set forth herein.

(b) Participations . Any Lender may at any time, without the consent of, or notice to, any Credit Party or Agent, sell to one or more Persons (other than any Credit Party or any Credit Party’s Affiliates) participating interests in its Loan, commitments or other interests hereunder (any such Person, a “ Participant ”). In the event of a sale by a Lender of a participating interest to a Participant, (i) such Lender’s obligations hereunder shall remain unchanged for all purposes, (ii) Credit Parties and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder, and (iii) all amounts payable by each Credit Party shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. Each Credit Party agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, however , that such right of set-off shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 11.5.

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(c) Replacement of Lenders . Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional costs provided in Section 2.1(a)(v)(B), Section 2.1(a)(v)(C), Section 2.1(b)(iv)(B), Section 2.1(b)(iv)(C), or Section 2.8(d), which demand shall not have been revoked, (ii) any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a), (iii) any Lender is a Defaulted Lender, and the circumstances causing such status shall not have been cured or waived; or (iv) any failure by any Lender to consent to a requested amendment, waiver or modification to any Financing Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender, or each Lender affected thereby, is required with respect thereto (each relevant Lender in the foregoing clauses (i) through (iv) being an “ Affected Lender ”) each of Borrower Representative and Agent may, at its option, notify such Affected Lender and, in the case of Credit Parties’ election, Agent, of such Person’s intention to obtain, at Credit Parties’ expense, a replacement Lender (“ Replacement Lender ”) for such Lender, which Replacement Lender shall be an Eligible Assignee and, in the event the Replacement Lender is to replace an Affected Lender described in the preceding clause (iv), such Replacement Lender consents to the requested amendment, waiver or modification making the replaced Lender an Affected Lender. In the event Credit Parties or Agent, as applicable, obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender shall sell, at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender in accordance with the procedures set forth in Section 11.17(a); provided, however, that (A) Credit Parties shall have reimbursed such Lender for its increased costs and additional payments for which it is entitled to reimbursement under Section 2.8(a) or Section 2.8(d), as applicable, of this Agreement through the date of such sale and assignment, and (B) Credit Parties shall pay to Agent the $3,500 processing fee in respect of such assignment (unless waived by the Agent, which it may do in its sole discretion). In the event that a replaced Lender does not execute an Assignment Agreement pursuant to Section 11.17(a) within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 11.17(c) and presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 11.17(c), such replaced Lender shall be deemed to have consented to the terms of such Assignment Agreement, and any such Assignment Agreement executed by Agent, the Replacement Lender and, to the extent required pursuant to Section 11.17(a), Credit Parties, shall be effective for purposes of this Section 11.17(c) and Section 11.17(a). Upon any such assignment and payment, such replaced Lender shall no longer constitute a “ Lender ” for purposes hereof, other than with respect to such rights and obligations that survive termination as set forth in Section 13.1.

(d) Credit Party Assignments . No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder or under any other Financing Document without the prior written consent of Agent and each Lender.

Section 11.18 Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist . So long as Agent has not waived the conditions to the funding of Loans set forth in Section 7.2 or Section 2.1, any Lender may deliver a notice to Agent stating that such Lender shall cease making Revolving Loans or shall not fund the Term Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2 or Section 2.1, and specifying any such non-satisfied conditions. Any Lender delivering any such notice shall become a non-funding Lender (a “ Non-Funding Lender ”) for purposes of this Agreement commencing on the Business Day following receipt by Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness of such notice or acknowledged in writing to each of Agent the satisfaction of the condition(s) specified in such notice, or Required Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender. Each Non-Funding Lender shall remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has Revolving Loan Outstanding in excess of Zero Dollars ($0)

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or Term Loans outstanding in excess of Zero Dollars ($0); provided, however, that during any period of time that any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall apply:

(a) For purposes of determining the Pro Rata Share of each Lender under clause (c) of the definition of such term, each Non-Funding Lender shall be deemed to have a Revolving Loan Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.

(b) Except as provided in clause (a) above, the Revolving Loan Commitment Amount and Term Loan Commitment Amount of each Non-Funding Lender shall be deemed to be Zero Dollars ($0).

(c) The Revolving Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate Revolving Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate Revolving Loan Outstandings of all Non-Funding Lenders as of such date.

(d) The Term Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate principal amount outstanding under the Term Loans of all Non-Funding Lenders as of such date.

(e) Agent shall have no right to make or disburse Revolving Loans for the account of any Non-Funding Lender pursuant to Section 2.1(b)(i) to pay interest, fees, expenses and other charges of any Credit Party.

(f) To the extent that Agent applies proceeds of Collateral or other payments received by Agent to repayment of Revolving Loans pursuant to Section 10.7, such payments and proceeds shall be applied first in respect of Revolving Loans made at the time any Non-Funding Lenders exist, and second in respect of all other outstanding Revolving Loans.

Section 11.19 [ Reserved] .

Section 11.20 Definitions . As used in this Article 11, the following terms have the following meanings:

“ Approved Fund ” means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

“ Assignment Agreement ” means an assignment agreement in form and substance acceptable to Agent.

“ Defaulted Lender ” means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing Document.

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“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by Agent; provided, however , that notwithstanding the foregoing, (x) “ Eligible Assignee ” shall not include (i) any Credit Party or any of a Credit Party’s Affiliates or (ii) unless an Event of Default has occurred and is continuing, any direct competitor of Credit Parties, in each case, as determined by Agent in its reasonable discretion, and (y) no proposed assignee intending to assume all or any portion of the Revolving Loan Commitment or any unfunded portion of the Term Loan Commitments shall be an Eligible Assignee unless such proposed assignee either already holds a portion of such Revolving Loan Commitment or Term Loan Commitments, or has been approved as an Eligible Assignee by Agent.

“ Federal Funds Rate ” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, however , that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined by Agent.

ARTICLE 12 - Guaranty

Section 12.1 Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual performance of all of the Obligations, including payment in full of the principal, accrued but unpaid interest and all other amounts due and owing to the Agent and Lenders under the Loans. Each payment made by any Guarantor pursuant to this Article 12 shall be made in Dollars in immediately available funds.

Section 12.2 Payment of Amounts Owed . The Guarantee hereunder is an absolute, unconditional and continuing guarantee of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Agent or any Lender first attempt to collect any of the Obligations from any Borrower or resort to any collateral security or other means of obtaining payment. In the event of any default by Borrowers in the payment of the Obligations, after the expiration of any applicable cure or grace period, each Guarantor agrees, on demand by Agent (which demand may be made concurrently with notice to Borrowers that the Borrowers are in default of their obligations), to pay the Obligations, regardless of any defense, right of set-off or recoupment or claims which any Borrower or Guarantor may have against Agent or Lenders or the holder of the Notes. All of the remedies set forth in this Agreement, in any other Financing Document or at law or equity shall be equally available to Agent and Lenders, and the choice by Agent or Lenders of one such alternative over another shall not be subject to question or challenge by any Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, recoupment or failure to mitigate damages in any action, proceeding, or counteraction by Agent or Lenders to recover or seeking any other remedy under this Guarantee, nor shall such choice preclude Agent or Lenders from subsequently electing to exercise a different remedy.

Section 12.3 Certain Waivers by Guarantor . To the fullest extent permitted by law, each Guarantor does hereby:

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(a) waive notice of acceptance of this Agreement by Agent and Lenders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law;

(b) agree to refrain from asserting, until after repayment in full of the Obligations, any defense, right of set-off, right of recoupment or other claim which such Guarantor may have against any Borrower;

(c) waive any defense, right of set-off, right of recoupment or other claim which such Guarantor may have against Agent, Lenders or the holder of the Notes;

(d) waive any and all rights such Guarantor may have under any anti-deficiency statute or other similar protections;

(e) waive all rights at law or in equity to seek subrogation, contribution, indemnification or any other form of reimbursement or repayment from any Borrower, any other Guarantor or any other person or entity now or hereafter primarily or secondarily liable for any of the Obligations until the Obligations have been paid in full;

(f) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge such Guarantor with liability;

(g) waive the benefit of all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect;

(h) waive any defense based on the incapacity, lack of authority, death or disability of any other person or entity or the failure of Agent or Lenders to file or enforce a claim against the estate of any other person or entity in any administrative, bankruptcy or other proceeding;

(i) waive any defense based on an election of remedies by Agent or Lenders, whether or not such election may affect in any way the recourse, subrogation or other rights of such Guarantor against any Borrower, any other Guarantor or any other person in connection with the Obligations;

(j) waive any defense based on the failure of the Agent or Lenders to (i) provide notice to such Guarantor of a sale or other disposition of any of the security for any of the Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable manner;

(k) waive any defense based on the negligence of Agent or Lenders in administering this Agreement or the other Financing Documents (including, but not limited to, the failure to perfect any security interest in any Collateral), or taking or failing to take any action in connection therewith, provided, however , that such waiver shall not apply to the gross negligence, bad faith or willful misconduct of the Agent or Lenders, as determined by the final, non-appealable decision of a court having proper jurisdiction;

(l) waive the defense of expiration of any statute of limitations affecting the liability of such Guarantor hereunder or the enforcement hereof;

(m) waive any right to file any Claim (as defined below) as part of, and any right to request consolidation of any action or proceeding relating to a Claim with, any action or proceeding filed or maintained by Agent or Lenders to collect any Obligations of such Guarantor to Agent or Lenders hereunder

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or to exercise any rights or remedies available to Agent or Lenders under the Financing Documents, at law, in equity or otherwise;

(n) agree that neither Agent nor Lenders shall have any obligation to obtain, perfect or retain a security interest in any property to secure any of the Obligations (including any mortgage or security interest contemplated by the Financing Documents), or to protect or insure any such property;

(o) waive any obligation Agent or Lenders may have to disclose to such Guarantor any facts the Agent or Lenders now or hereafter may know or have reasonably available to it regarding the Borrowers or Borrowers’ financial condition, whether or not the Agent or Lenders have a reasonable opportunity to communicate such facts or have reason to believe that any such facts are unknown to such Guarantor or materially increase the risk to such Guarantor beyond the risk such Guarantor intends to assume hereunder;

(p) agree that neither Agent nor Lenders shall be liable in any way for any decrease in the value or marketability of any property securing any of the Obligations which may result from any action or omission of the Agent or Lenders in enforcing any part of this Agreement;

(q) waive any defense based on any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Financing Documents;

(r) waive any defense based on any change in the composition of Borrowers; and

(s) waive any defense based on any representations and warranties made by such Guarantor herein or by any Borrower herein or in any of the Financing Documents.

For purposes of this section, the term “ Claim ” shall mean any claim, action or cause of action, defense, counterclaim, set-off or right of recoupment of any kind or nature against the Agent or Lenders, its officers, directors, employees, agents, members, actuaries, accountants, trustees or attorneys, or any affiliate of the Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders of the Obligations.

Section 12.4 Guarantor’s Obligations Not Affected by Modifications of Financing Documents . Each Guarantor further agrees that such Guarantor’s liability as guarantor shall not be impaired or affected by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Guarantor for the time for payment of interest or principal or by any forbearance or delay in collecting interest or principal hereunder, or by any waiver by Agent or Lenders under this Agreement or any other Financing Documents, or by Agent’s or Lenders’ failure or election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification in the Notes, this Agreement or any other Financing Document, or by the acceptance by Agent or Lenders of any additional security or any increase, substitution or change therein, or by the release by Agent or Lenders of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Obligations even though Agent or Lenders might lawfully have elected to apply such payments to any part or all of the Obligations, it being the intent hereof that, subject to Agent’s or Lenders’ compliance with the terms of this Article 12 and the Financing Documents, each Guarantor shall remain liable for the payment of the Obligations, until the Obligations have been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Each Guarantor further understands and agrees that Agent or Lenders may at any time enter into agreements with Borrowers to amend, modify and/or increase the principal amount of, interest rate applicable to or other economic and non-economic terms of this Agreement or the other Financing Documents, and

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may waive or release any provision or provisions of this Agreement or the other Financing Documents, and, with reference to such instruments, may make and enter into any such agreement or agreements as Agent, Lenders and Borrowers may deem proper and desirable, without in any manner impairing this Guarantee or any of Agent’s or Lenders’ rights hereunder or each Guarantor’s obligations hereunder, and each Guarantor’s obligations hereunder shall apply to the this Agreement and other Financing Documents as so amended, modified, extended, renewed or increased.

Section 12.5 Reinstatement; Deficiency . This Guarantee shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to this Agreement or any other Financing Document is rescinded or otherwise required to be returned by Agent or Lenders upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payment to Agent or Lenders had not been made, regardless of whether Agent or Lenders contested the order requiring the return of such payment. In the event of the foreclosure of the Financing Documents and of a deficiency, each Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent or Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently with enforcing this guaranty.

Section 12.6 Subordination of Borrowers’ Obligations to Guarantors; Claims in Bankruptcy .

(a) Any indebtedness of any Borrower to any Guarantor (including, but not limited to, any right of such Guarantor to a return of any capital contributed to a Borrower), whether now or hereafter existing, is hereby subordinated to the payment of the Obligations. Each Guarantor agrees that, until the Obligations have been paid in full, such Guarantor will not seek, accept, or retain for its own account, any payment from any Borrower on account of such subordinated debt. Any payments to any Guarantor on account of such subordinated debt shall be collected and received by such Guarantor in trust for Agent and Lenders and shall be immediately paid over to Agent, for the benefit of Agent and Lenders, on account of the Obligations without impairing or releasing the obligations of such Guarantor hereunder.

(b) Each Guarantor shall promptly file in any bankruptcy or other proceeding in which the filing of claims is required by law, all claims and proofs of claims that such Guarantor may have against any Borrower or any other Guarantor and does hereby assign to Agent or its nominee (and will, upon request of Agent, reconfirm in writing the assignment to Agent or its nominee of) all rights of such Guarantor under such claims. If such Guarantor does not file any such claim, Agent, as attorney‑in‑fact for such Guarantor, is hereby irrevocably authorized to do so in the name of such Guarantor, or in Agent’s discretion, to assign the claim to a designee and cause proof of claim to be filed in the name of Agent’s designee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent, for the benefit of Agent and Lenders, the full amount thereof and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Lenders all of such Guarantor’s rights to any such payments or distributions to which such Guarantor would otherwise be entitled, such assignment being a present and irrevocable assignment of all such rights.

Section 12.7 Maximum Liability . The provisions of this Article 12 are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Article 12 would otherwise be held or determined to be avoidable, invalid or unenforceable on

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account of the amount of such Guarantor’s liability under this Article 12, then, notwithstanding any other provision of this Article 12 to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “ Maximum Liability ”). This Section 12.7 with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Agent and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section 12.7 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this guaranty or affecting the rights and remedies of the Agent or the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

Section 12.8 Limitation on Dutch Guarantors . Notwithstanding anything in this Agreement to the contrary, any guarantee provided by a Guarantor incorporated in the Netherlands under this Article 12 does not apply to any liability to the extent that it would result in this guarantee constituting “unlawful financial assistance” within the meaning of section 2:98(c) of the Dutch Civil Code.

Section 12.9 Guarantor’s Investigation . Each Guarantor acknowledges receipt of a copy of each of this Agreement and the other Financing Documents. Each Guarantor has made an independent investigation of the other Credit Parties and of the financial condition of the other Credit Parties. Neither Agent nor any Lender has made and neither Agent nor any Lender does make any representations or warranties as to the income, expense, operation, finances or any other matter or thing affecting any Credit Party nor has Agent or any Lender made any representations or warranties as to the amount or nature of the Obligations of any Credit Party to which this Article 12 applies as specifically herein set forth, nor has Agent or any Lender or any officer, agent or employee of Agent or any Lender or any representative thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations or warranties.

Section 12.10 Termination . The provisions of this Article 12 shall remain in effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid and satisfied in full.

Section 12.11 Representative . Each Guarantor hereby designates Borrower Representative and its representatives and agents on its behalf for the purpose of giving and receiving all notices and other consents hereunder or under any other Financing Document and taking all other actions on behalf of such Guarantor under the Financing Documents. Borrower Representative hereby accepts such appointment.

ARTICLE - MISCELLANEOUS

Section 13.1 Survival . All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final

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foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.

Section 13.2 No Waivers . No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any reference in any Financing Document to the “continuing” nature of any Event of Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordance with the terms of the applicable Financing Documents.

Section 13.3 Notices .

(a) All notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and shall be given to such party at its address, facsimile number or e-mail address set forth on the signature pages hereof (or, in the case of any such Lender who becomes a Lender after the Closing Date, in an assignment agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment) or at such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to Agent and Borrower Representative; provided , however , that notices, requests or other communications shall be permitted by electronic means only in accordance with the provisions of Section 13.3(b) and (c). Each such notice, request or other communication shall be effective (i) if given by facsimile, when such notice is transmitted to the facsimile number specified by this Section and the sender receives a confirmation of transmission from the sending facsimile machine, or (ii) if given by mail, prepaid overnight courier or any other means, when received or when receipt is refused at the applicable address specified by this Section 13.3(a).

(b) Notices and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided , however , that the foregoing shall not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of receiving notices by electronic communication. Agent or Borrower Representative may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided , however , that approval of such procedures may be limited to particular notices or communications.

(c) Unless Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor, provided , however , that if any such notice or other communication is not sent or posted during normal business hours, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.

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Section 13.4 Severability . In case any provision of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 13.5 Headings . Headings and captions used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included for convenience of reference only and shall not be given any substantive effect.

Section 13.6 Confidentiality .

(a) Each Credit Party agrees (i) not to transmit or disclose provisions of any Financing Document to any Person (other than to Credit Parties’ advisors and officers on a need-to-know basis or as otherwise may be required by Law) without Agent’s prior written consent, and (ii) to inform all Persons of the confidential nature of the Financing Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions.

(b) Agent and each Lender shall hold all non-public information regarding the Credit Parties and their respective businesses identified as such by Credit Parties and obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling information of such nature, except that disclosure of such information may be made (i) on a confidential basis, to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services (it being understood that such Persons to whom such disclosure is made will be informed of the confidential nature of such information and be instructed to keep such information confidential), (ii) to prospective transferees or purchasers of any interest in the Loans, Agent or a Lender, provided , however , that any such Persons are bound by obligations of confidentiality substantially the same as set forth in this section, (iii) as required by Law, subpoena, judicial order or similar order and in connection with any litigation (in which case Agent or the applicable Lender agrees to inform the Credit Parties promptly thereof prior to such disclosure, to the extent not prohibited by law, rule or regulation), (iv) as may be required in connection with the examination, audit or similar investigation of such Person, and (v) on a confidential basis, to a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, noteholder or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization (it being understood that such Persons to whom such disclosure is made will be informed of the confidential nature of such information and be instructed to keep such information confidential). For the purposes of this Section, “ Securitization ” shall mean (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans. After the Original Closing Date, confidential information shall include only such information identified as such at the time provided to Agent and shall not include information that either: (y) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided , however , Agent does not have actual knowledge that such Person is prohibited from disclosing such information. The obligations of Agent and Lenders under this Section 13.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in respect of this financing executed and delivered by Agent or any Lender prior to the Closing Date.

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Section 13.7 Waiver of Consequential and Other Damages . To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided , that nothing in this Section 13.7 shall relieve the Borrowers of any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.

Section 13.8 GOVERNING LAW; SUBMISSION TO JURISDICTION .

(a) THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

(c) Each Credit Party, Agent and each Lender agree that each Loan (including those made on the Closing Date) shall be deemed to be made in, and the transactions contemplated hereunder and in any other Financing Document shall be deemed to have been performed in, the State of Maryland. Nothing in this Section 13.8(c) shall amend or modify Sections 13.8(a) or (b) in any respect.

Section 13.9 WAIVER OF JURY TRIAL . (a) EACH CREDIT PARTY, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH CREDIT PARTY, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL

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CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH CREDIT PARTY, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

(a) In the event any such action or proceeding is brought or filed in any United States federal court sitting in the State of California or in any state court of the State of California, and the waiver of jury trial set forth in Section 13.9(a) hereof is determined or held to be ineffective or unenforceable, the parties agree that all actions or proceedings shall be resolved by reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Los Angeles County, California. Such proceeding shall be conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding. In the event any actions or proceedings are to be resolved by judicial reference, any party may seek from any court having jurisdiction thereover any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by Law notwithstanding that all actions or proceedings are otherwise subject to resolution by judicial reference.

Section 13.10 Publication; Advertisement .

(a) Publication . No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as required by Law, subpoena or judicial or similar order, in which case the applicable Credit Party shall give Agent prior written notice of such publication or other disclosure (other than filings made with the SEC, which a Credit Party may make without such notice) or (ii) with MCF’s prior written consent.

(b) Advertisement . Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount of credit extended under each facility, the title and role of each party to this Agreement, and the total amount of the financing evidenced hereby in any “tombstone”, comparable advertisement or press release which MCF elects to submit for publication. In addition, each Lender and each Credit Party agrees that MCF may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurements after the Original Closing Date. With respect to any of the foregoing, MCF shall provide Credit Parties with an opportunity to review and confer with MCF regarding the contents of any such tombstone, advertisement or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to time, publish such information in any media form desired by MCF, until such time that Credit Parties shall have requested MCF cease any such further publication.

Section 13.11 Counterparts; Integration . This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto. This Agreement and the other Financing Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

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Section 13.12 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 13.13 Lender Approvals . Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with respect to any matter that is the subject of this Agreement or the other Financing Documents may be granted or withheld by Agent and Lenders in their sole and absolute discretion and credit judgment.

Section 13.14 Expenses; Indemnity .

(a) Credit Parties hereby agree to promptly pay (i) all reasonable and documented out-of-pocket costs and expenses of Agent (including, without limitation, the reasonable and documented out-of-pocket fees, costs and expenses of counsel to, and independent appraisers and consultants retained by Agent) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented out-of-pocket costs and expenses of Agent in connection with the creation, perfection and maintenance of Liens pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), (A) all reasonable and documented out-of-pocket costs and expenses of Agent in connection with protecting, storing, insuring, handling, maintaining or selling any Collateral, and (B) all costs and expenses of Agent in connection with (I) any litigation, dispute, suit or proceeding relating to any Financing Document, and (II) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all reasonable and documented out-of-pocket costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the Loans to be made hereunder on the Closing Date; and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a party thereto.

(b) Each Credit Party hereby agrees to indemnify, pay and hold harmless Agent and Lenders and the officers, directors, employees, trustees, agents, investment advisors and investment managers, collateral managers, servicers, and counsel of Agent and Lenders (collectively called the “ Indemnitees ”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained

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by Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by a Credit Party, any Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property, or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of a Credit Party or any Subsidiary, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans, except that Credit Parties shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Credit Parties shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.

(c) Notwithstanding any contrary provision in this Agreement, the obligations of Credit Parties under this Section 13.14 shall survive the payment in full of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE CREDIT PARTIES OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

(d) Each Credit Party for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns, hereby further specifically waives any rights that it may have under Section 1542 of the California Civil Code (to the extent applicable), which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,” and further waives any similar rights under applicable Laws.

Section 13.15 [ Reserved] .

Section 13.16 Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against any Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable transaction or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is

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rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 13.17 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of Credit Parties and Agent and each Lender and their respective successors and permitted assigns.

Section 13.18 USA PATRIOT Act Notification . Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies Credit Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies Credit Parties, which information includes the name and address of the applicable Credit Parties and such other information that will allow Agent or such Lender, as applicable, to identify Credit Parties in accordance with the USA PATRIOT Act.

Section 13.19 Process Agent . Each Credit Party that is incorporated under the laws of a jurisdiction other than the United States (or any state thereof) hereby irrevocably designates, appoints, authorizes and empowers Corporation Service Company (the “ Process Agent ”), as its agent to receive on behalf of itself, service of copies of the summons and complaint and any other process which may be served in any suit, action or proceeding brought in connection with this Agreement or any other Financing Document in the circuit court of any county of the state of New York, and any appellate court thereof. To the fullest extent permitted by applicable laws, such service may be made by mailing or delivering a copy of such process to such Credit Party in care of the Process Agent at its address specified above, and each such Credit Party hereby authorizes and directs the Process Agent to receive such service on its behalf. The appointment of the Process Agent shall be irrevocable by each such Credit Party until the appointment of a successor Process Agent. Each such Credit Party further agrees promptly to appoint a successor Process Agent in New York (which shall accept such appointment in form and substance satisfactory to Agent) prior to the termination for any reason of the appointment of the initial Process Agent. Nothing in this Section 13.19 shall affect the right of any party hereto to serve process in any manner permitted by applicable law or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Section 13.20 Other Currency . Without limiting Section 2.6 or any other provision of this Agreement, to the extent permitted by applicable Law, the obligations of any of the Credit Parties in respect of any amount due under this Agreement shall, notwithstanding any payment in any other currency (the “ Other Currency ”) (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the currency in which it is due (the “ Agreed Currency ”) that Agent or Lenders may, in accordance with normal banking procedures, purchase with the sum paid in the Other Currency (after any premium and costs of exchange) on the Business Day immediately after the day on which Agent or Lender receives the payment. If the amount of the Agreed Currency that may be so purchased for any reason falls short of the amount originally due, such Credit Party shall pay all additions amounts, in the Agreed Currency, as may be necessary to compensate for the shortfall. Any obligation of a Credit Party not discharged by that payment shall, to the extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided in this Section 10.9, continue in full force and effect.

Section 13.21 Existing Agreements Superseded; Exhibits and Schedules .

(a) The Original Credit Agreement, including the schedules thereto, is superseded by this Agreement, including the schedules hereto, which has been executed as an amendment, restatement and modification of, but not in novation or extinguishment of, the obligations under the Original Credit Agreement. It is the express intention of the parties hereto to reaffirm the indebtedness and other obligations outstanding under the Original Credit Agreement. Any and all outstanding amounts under the Original

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Credit Agreement including, but not limited to, principal, accrued interest, fees (except as otherwise provided herein) and other charges, as of the Closing Date, shall be carried over and deemed outstanding under this Agreement.

(b) Each Credit Party and Agent reaffirms its obligations under each of the other Financing Documents to which it is a party, including but not limited to the Security Documents and the schedules thereto (as the same have been amended in connection with this Agreement, if applicable).

(c) Each Credit Party acknowledges and confirms that (i) the Liens and security interests granted pursuant to the Financing Documents secure the indebtedness, liabilities and obligations of the Borrowers and the other Credit Parties to Agent and the Lenders under the Original Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Financing Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrowers to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrowers under this Agreement, as the same further may be amended, restated, supplemented and/or modified from time to time, the Notes to be delivered hereunder, if any, and under the Original Credit Agreement, as amended and restated hereby, and (ii) the grants of Liens under and pursuant to the Financing Documents shall continue unaltered, and each other Financing Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement. All references in any of the Financing Documents to the “Credit Agreement” shall be deemed to refer to this Amended and Restated Credit Agreement.

(d) Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement or the other Financing Documents. Nothing in this Agreement shall be construed as a release or other discharge of any Borrower or any other Credit Party from its obligations and liabilities under the Original Credit Agreement or the other Financing Documents. On the Closing Date, any and all references in any other Financing Document to the Original Credit Agreement shall be deemed to be amended to refer to this Agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

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IN WITNESS WHEREOF , intending to be legally bound each of the parties have caused this Agreement to be executed the day and year first above mentioned.



BORROWER AND BORROWER REPRESENTATIVE:	Wright Medical Group, Inc. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer
	Address : 1023 Cherry Road Memphis, TN 38117 Attn: James A. Lightman Facsimile: 901-867-4398 E-Mail: james.lightman@wright.com
	With a copy to : 1023 Cherry Road Memphis, TN 38117 Attn: Lance A. Berry Email: lance.berry@wright.com



BORROWERS:	BioMimetic Therapeutics Canada, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President
	BioMimetic Therapeutics LLC By: /s/ Lance A. Berry Name: Lance A. Berry Title: Treasurer
	BioMimetic Therapeutics USA, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President
	INBONE Technologies, inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President, Tax and Treasury
	OrthoHelix Surgical Designs, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Treasurer
	OrthoPro, L.L.C. By: /s/ Lance A. Berry Name: Lance A. Berry Title: President and Chief Financial Officer



	Solana Surgical, LLC By: Wright Medical Group, Inc., its sole member By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer
	Tornier US Holdings, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Treasurer
	Tornier, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Treasurer
	Trooper Holdings Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Treasurer
	White Box Orthopedics, LLC By: /s/ Lance A. Berry Name: Lance A. Berry Title: President and Chief Financial Officer
	Wright Medical Capital, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President, Tax and Treasury
	Wright Medical Technology, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President, Tax and Treasury



	Wright Medical Group Intellectual Property, Inc. By: /s/ W. Dean Morgan Name: W. Dean Morgan Title: Vice President, Tax and Treasury



GUARANTOR AND PARENT:	Wright Medical Group N.V. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer



AGENT:	MIDCAP FUNDING IV TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory Address : c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: Account Manager for Wright transaction Facsimile: 301-941-1450 E-mail: notices@midcapfinancial.com with a copy to: c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: General Counsel Facsimile: 301-941-1450 E-mail: legalnotices@midcapfinancial.com
	Payment Account Designation: Wells Fargo Bank, N.A. (McLean, VA) ABA #: 121-000-248 Account Name: MidCap Funding IV Trust - Collections Account #: 2000036282803 Attention: Wright Facility



LENDER:	MIDCAP FINANCIAL TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory Address : c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: Account Manager for Wright transaction Facsimile: 301-941-1450 E-mail: notices@midcapfinancial.com with a copy to: c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: General Counsel Facsimile: 301-941-1450 E-mail: legalnotices@midcapfinancial.com



LENDER:	MIDCAP FUNDING IV TRUST By: Apollo Capital Management, L.P., its investment manager By: Apollo Capital Management GP, LLC, its general partner By: /s/ Maurice Amsellem Name: Maurice Amsellem Title: Authorized Signatory Address: c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: Account Manager for Wright transaction Facsimile: 301-941-1450 E-mail: notices@midcapfinancial.com with a copy to: c/o MidCap Financial Services, LLC, as servicer 7255 Woodmont Avenue, Suite 200 Bethesda, Maryland 20814 Attn: General Counsel Facsimile: 301-941-1450 E-mail: legalnotices@midcapfinancial.com



LENDER:	APOLLO INVESTMENT CORPORATION By: Apollo Investment Management, L.P., as Advisor By: ACC Management, LLC, as its General Partner By: /s/ Tanner Powell Name: Tanner Powell Title: Authorized Signatory Address : Apollo Investment Corporation 9 West 57th Street, 37th Floor New York, New York 10019 Attn: Howard Widra E-mail: hwidra@apolloLP.com with a copy to: Apollo Investment Corporation 730 Fifth Avenue, 11th Floor New York, New York 10019 Attn: Sheriff Ibrahim, Jonathan Krain Facsimile: 602-680-4108 E-mail: RealEstateOps@apolloLP.com, 16026804108@tls.ldsprod.com

ANNEXES, EXHIBITS AND SCHEDULES

ANNEXES

Annex A Commitment Annex

EXHIBITS

Exhibit A [Reserved]

Exhibit B Form of Compliance Certificate

Exhibit C Borrowing Base Certificate

Exhibit D Form of Notice of Borrowing

Exhibit E Form of Payment Notification

SCHEDULES

Schedule 1.1 Excluded Subsidiaries

Schedule 2.1 Amortization

Schedule 3.1 Existence, Organizational ID Numbers, Foreign Qualification, Prior Names

Schedule 3.4 Capitalization

Schedule 3.6 Litigation

Schedule 3.15 Broker’s Fees

Schedule 3.17 Material Contracts

Schedule 3.18 Environmental Compliance

Schedule 3.19 Intellectual Property

Schedule 4.9 Litigation, Governmental Proceedings and Other Notice Events

Schedule 5.1 Debt; Contingent Obligations

Schedule 5.2 Liens

Schedule 5.3 Distributions

Schedule 5.7 Permitted Investments

Schedule 5.8 Affiliate Transactions

Schedule 5.11 Business Description

Schedule 5.14 Deposit Accounts and Securities Accounts

Schedule 6.2 Minimum Net Revenue

Schedule 7.4 Post-Closing Obligations

Schedule 8.1 Exceptions to Healthcare Representations and Warranties

Schedule 9.1 Collateral

Schedule 9.2(b) Location of Collateral


Schedule 9.2(d)	Chattel Paper, Letter of Credit Rights, Commercial Tort Claims and other Instruments


Schedule 10.1(h)	Excluded Litigation

Annex A to Credit Agreement (Commitment Annex)



Lender	Revolving Loan Commitment Amount	Revolving Loan Commitment Percentage	Term Loan Tranche 1 Commitment Amount	Term Loan Tranche 1 Commitment Percentage	Term Loan Tranche 2 Commitment Amount	Term Loan Tranche 2 Commitment Percentage
MidCap Funding IV Trust	$100,000,000	66.6667%	$0	0%	$0	0%
Apollo Investment Corporation	$50,000,000	33.3333%	$6,666,666.67	33.3333%	$6,666,666.67	33.3333%
MidCap Financial Trust	$0	0%	$13,333,333.33	66.6667%	$13,333,333.33	66.6667%

TOTALS	$150,000,000	100%	$20,000,000.00	100%	$20,000,000.00	100%

Exhibit A to Credit Agreement

[Reserved]

Exhibit B to Credit Agreement (Form of Compliance Certificate)

COMPLIANCE CERTIFICATE

This Compliance Certificate is given by _____________________, a Responsible Officer of Wright Medical Group, Inc., a Delaware corporation (the “ Borrower Representative ”), pursuant to that certain Amended and Restated Credit, Security and Guaranty Agreement dated as of May 7, 2018 among the Borrower Representative, the other Borrowers signatory thereto and any additional Borrower that may hereafter be added thereto (collectively, “ Borrowers ”), Wright Medical Group N.V., a public limited liability company organized and existing under the laws of the Netherlands with its corporate seat ( statutaire zetel ) in Amsterdam and registered with the Dutch trade register under the number 34250781 (“ Parent ”), as a Guarantor, MidCap Funding IV Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby certifies to Agent and Lenders that:

(a) the financial statements delivered with this certificate in accordance with Section 4.1 of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Credit Parties and their Consolidated Subsidiaries as of the dates and the accounting period covered by such financial statements;

(b) I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Credit Parties and their Consolidated Subsidiaries during the accounting period covered by such financial statements, and such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default[, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Credit Parties have taken, are undertaking and propose to take with respect thereto];

(c) except as noted on Schedule 2 attached hereto, Schedule 9.2(b) to the Credit Agreement contains a complete and accurate list of all business locations of Borrowers and Guarantors and all names under which Borrowers and Guarantors currently conduct business; Schedule 2 specifically notes any changes in the names under which any Borrower or Guarantors conduct business;

(d) [except as noted on Schedule 3 attached hereto,] the undersigned has no knowledge of (i) any federal or state tax liens having been filed against any Borrower, Guarantor or any Collateral, or (ii) any failure of any Borrower or any Guarantors to make required payments of withholding or other tax obligations of any Borrower or any Guarantors during the accounting period to which the attached statements pertain or any subsequent period;

(e) Schedule 5.14 to the Credit Agreement contains a complete and accurate statement of all deposit accounts or investment accounts maintained by Borrowers and Guarantors;

(f) except as noted on Schedule 4 attached hereto, Schedule 3.6 to the Credit Agreement is true and correct in all material respects;

(g) except as noted on Schedule 5 attached hereto, Schedule 3.19 to the Credit Agreement is true and correct in all material respects;

(i) [except as noted on Schedule 6 attached hereto,] no Borrower or Guarantor is aware of any commercial tort claim that has not previously been reported to Agent on any Schedule 6 to any previous Compliance Certificate delivered by Borrower Representative to Agent; and

(j) Borrowers and Guarantor are in compliance with the covenants contained in Article 6 of the Credit Agreement, and in any Guarantee constituting a part of the Financing Documents, as demonstrated by the calculation of such covenants below, except as set forth below; in determining such compliance, the following calculations have been made:

[ insert calculations, as applicable ]

Such calculations and the certifications contained therein are true, correct and complete in all material respects.

The foregoing certifications and computations are made as of ________________, 201__ (end of month) and as of _____________, 201__.



	Sincerely, WRIGHT MEDICAL GROUP, INC. By: Name: Title:

ADJUSTED EBITDA Worksheet (Attachment to Compliance Certificate) ¹



Adjusted EBITDA for the applicable Defined Period is calculated as follows:

Consolidated net income (or loss) from continuing operations for the Defined Period of Parent and its Consolidated Subsidiaries, determined on a consolidated basis and in accordance with GAAP, minus (to the extent included in the determination of net income and without duplication) the income (or plus the loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Borrower or any Subsidiary (“ Consolidated Net Income ”)		$

Plus : (each to the extent deducted in the determination of Consolidated Net Income for such Defined Period and without duplication): Consolidated interest expense (net of interest income) for such Defined Period		$

Any provision for Taxes with respect to Parent and its Consolidated Subsidiaries based on federal, state, local and foreign income and franchise Taxes and similar Taxes, including interest and penalties applicable thereto, for such Defined Period determined in accordance with GAAP		$

Depreciation of fixed assets and amortization of intangible assets with respect to Parent and its Consolidated Subsidiaries for such Defined Period determined in accordance with GAAP		$

Non-cash share-based compensation expense for such Defined Period		$

Non-operating expense (including foreign exchange and mark to market expenses), net of non-operating income for such Defined Period		$

Transaction and transition costs from the merger with Tornier N.V. not to exceed $12,500,000 in the aggregate for such Defined Period		$

Other non-cash expenses, charges and losses for such Defined Period (in each case, of or by Parent or any of its Consolidated Subsidiaries) and for which no cash outlay (or cash receipt) is foreseeable, including (a) non-cash impairment of goodwill and other intangible assets for such Defined Period, (b) any non-cash expense or charge that is an accrual of a reserve for a cash expenditure or payment required to be made, or anticipated to be made, in a future period, and (c) write-downs or write-offs of Accounts to the extent Accounts subject to such write-down or write-off were generated in such Defined Period		$

_________________________


¹	To be included with each Compliance Certificate delivered following the end of a Fiscal Quarter or Fiscal Year



Less : Benefits from incentive and indirect tax projects included in the determination of net income from continuing operations for such Defined Period		$

Non-cash gains (excluding any non-cash gain to the extent representing the reversal of an accrual or reserve for a potential cash item that reduced Adjusted EBITDA in any prior period) included in the determination of net income from continuing operations for such Defined Period		$

Adjusted EBITDA for the Defined Period:		$

provided that, for the avoidance of doubt, all gains or losses from discontinued operations shall be excluded from the calculation of Adjusted EBITDA.

Exhibit C to Credit Agreement (Borrowing Base Certificate)

Exhibit D to Credit Agreement (Form of Notice of Borrowing)

NOTICE OF BORROWING

This Notice of Borrowing is given by _____________________, a Responsible Officer of Wright Medical Group, Inc. (the “ Borrower Representative ”), pursuant to that certain Amended and Restated Credit, Security and Guaranty Agreement dated as of May 7, 2018 among the Borrower Representative, the other Borrowers signatory thereto and any additional Borrower that may hereafter be added thereto (collectively, “ Borrowers ”), Parent, as a Guarantor, MidCap Funding IV Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby gives notice to Agent of Borrower Representative’s request to borrow $____________________ of [ Revolving Loans ][ Term Loans] on _______________, 201__ (the “ Borrowing Date ”). [ Attached is a Borrowing Base Certificate complying in all respects with the Credit Agreement and confirming that, after giving effect to the requested advance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit. ]

The undersigned officer hereby certifies that, both before and after giving effect to the request above (a) each of the applicable conditions precedent set forth in Section 7.2 have been satisfied, (b) all of the representations and warranties contained in the Financing Documents are true, correct and complete in all material respects as of the Borrowing Date, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete as of such earlier date; provided, however , in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and (c) no Default or Event of Default has occurred and is continuing on the date hereof.

IN WITNESS WHEREOF , the undersigned officer has executed and delivered this Notice of Borrowing this ____ day of ___________, 201__.



	Sincerely, WRIGHT MEDICAL GROUP, INC. By: Name: Title:

Exhibit E to Credit Agreement (Form of Payment Notification)

PAYMENT NOTIFICATION

This Payment Notification is given by ____________________, a Responsible Officer of Wright Medical Group, Inc. (the “ Borrower Representative ”), pursuant to that certain Amended and Restated Credit, Security and Guaranty Agreement dated as of May 7, 2018 among the Borrower Representative, the other Borrowers signatory thereto and any additional Borrower that may hereafter be added thereto (collectively, “ Borrowers ”), Parent, as a Guarantor, MidCap Funding IV Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Please be advised that funds in the amount of $_____________ will be wire transferred to Agent on _________, 201_. Such funds shall constitute [an optional] [a mandatory] prepayment of the Term Loans, with such prepayments to be applied in the manner specified in Section 2.1(a)(iii). [Such mandatory prepayment is being made pursuant to Section _____________ of the Credit Agreement.]

Fax to MCF Operations 301-941-1450 no later than noon Eastern time.

Note: Funds must be received in the Payment Account by no later than noon Eastern time for same day application

IN WITNESS WHEREOF , the undersigned officer has executed and delivered this Payment Notification this ____ day of ___________, 201__.



	Sincerely, WRIGHT MEDICAL GROUP, INC. By: Name: Title:

Exhibit 10.4

EXECUTION VERSION

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England

June 20, 2018

To: Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

and

Wright Medical Group, Inc. | Legal

1023 Cherry Road

Memphis, TN 38117

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Telephone No.: (901)-867-4743

Email: james.lightman@wright.com

Re: Call Option Transaction

The purpose of this letter agreement (this “ Confirmation ”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association (“ Dealer ”) and Wright Medical Group, Inc. (“ Counterparty ”) as of the Trade Date specified below (the “ Transaction ”). In entering into the Transaction with Counterparty, Dealer has requested that Wright Medical Group N.V. (“ Parent ”), Counterparty’s ultimate parent entity, make certain representations, warranties and agreements for the benefit of Dealer, and Parent has agreed to make such representations, warranties and agreements as set forth in this Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London E14 5JP

Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA.

Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct

Authority and to limited regulation by the Prudential Regulation Authority. Details about the

extent of our regulation by the Prudential Regulation Authority are available from us on request.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “ Equity Definitions ”), as published by the International Swaps and Derivatives Association, Inc. (“ ISDA ”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Private Placement Circular dated June 20, 2018 (the “ Private Placement Circular ”) relating to the 1.625% Cash Exchangeable Senior Notes due 2023 (as originally issued by Counterparty, the “ Exchangeable Notes ” and each USD 1,000 principal amount of Exchangeable Notes, an “ Exchangeable Note ”) issued by Counterparty in an aggregate initial principal amount of USD 675,000,000 pursuant to an Indenture to be dated June 28, 2018 among Counterparty, Parent, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Indenture ”). In the event of any inconsistency between the terms defined in the Private Placement Circular, the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions thereof in the Private Placement Circular. If any such definitions in the Indenture or any such sections of the Indenture differ from the descriptions thereof in the Private Placement Circular, the descriptions thereof in the Private Placement Circular will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein are based on the draft of the Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Indenture as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties. Subject to the foregoing, references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is amended following such date, any such amendment will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing.

Each party is hereby advised, and each such party acknowledges, that the other parties have engaged in, or refrained from engaging in, substantial financial transactions and have taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

This Confirmation evidences a complete and binding agreement among Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates, and a complete and binding agreement among Dealer, Counterparty and Parent as to the representations, warranties and agreements of Parent as set forth herein. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ Agreement ”) as if Dealer, Counterparty and Parent had executed an agreement in such form (but without any Schedule except for (i) the election of US Dollars (“ USD ”) as the Termination Currency, and (ii) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine)) on the Trade Date. In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. The parties acknowledge that the Transaction to which this Confirmation relates is not governed

by, and shall not be treated as a transaction under, any other ISDA Master Agreement entered into among the parties from time to time. In the event of any inconsistency between this Confirmation and the Agreement, this Confirmation shall govern.


2.	The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms .


Trade Date:	June 20, 2018


Effective Date:	The third Exchange Business Day immediately prior to the Premium Payment Date


Option Style:	“Modified American”, as described under “Procedures for Exercise” below


Option Type:	Call


Buyer:	Counterparty


Seller:	Dealer


Shares:	The ordinary shares of Parent, par value 0.03 Euros per share (Exchange symbol “WMGI”).


Number of Options:	675,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.


Applicable Percentage:	30%


Option Entitlement:	A number equal to the product of the Applicable Percentage and 29.9679.


Strike Price:	USD 33.3690


Premium:	USD 42,383,250.00


Premium Payment Date:	June 28, 2018


Exchange:	The NASDAQ Global Select Market


Related Exchange(s):	All Exchanges


Excluded Provisions:	Section 14.03 and Section 14.04(h) of the Indenture.

Procedures for Exercise .

Exchange Date:

With respect to any exchange of an Exchangeable Note, the date on which the Holder (as such term is defined in the Indenture) of such Exchangeable Note satisfies all of the requirements for exchange thereof as set forth in Section 14.02(b) of the Indenture; provided that if Counterparty has not delivered to Dealer a related Notice of Exercise, then in no event shall an Exchange Date be deemed to occur hereunder (and no Option shall be exercised or deemed to be exercised hereunder) with respect to any surrender of an Exchangeable Note for exchange in respect of which Counterparty has elected to designate a financial institution for “exchange” of such Exchangeable Note pursuant to Section 14.08 of the Indenture in lieu of exchange with Counterparty.


Expiration Time:	The Valuation Time


Expiration Date:	June 15, 2023, subject to earlier exercise.


Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.

Automatic Exercise:

Notwithstanding Section 3.4 of the Equity Definitions, on each Exchange Date in respect of which a Notice of Exchange that is effective as to Counterparty has been delivered by the relevant exchanging Holder, a number of Options equal to the number of Exchangeable Notes in denominations of USD 1,000 as to which such Exchange Date has occurred shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.

Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.

Notice of Exercise:

Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any Options, Counterparty must notify Dealer in writing, including by email, before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the scheduled first day of the Settlement Averaging Period for the Options being exercised of (i) the number of such Options and (ii) the scheduled first day of the Settlement Averaging Period and the scheduled Settlement Date; provided that in respect of Options relating to Exchangeable Notes with an Exchange Date occurring on or after the 65th Scheduled Valid Day preceding June 15, 2023, such notice may be given on or prior to the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the number of such Options.


Valuation Time:	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in its commercially reasonable discretion.


Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the primary United States national or regional securities exchange or market on which the Shares are listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options, contracts or future contracts relating to the Shares.”

Settlement Terms .


Settlement Method:	Cash Settlement


Cash Settlement:	In lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date, the Option Cash Settlement Amount in respect of any Option exercised or deemed exercised hereunder. In no event will the Option Cash Settlement Amount be less than zero.

Option Cash Settlement Amount:

In respect of any Option exercised or deemed exercised, an amount in cash equal to (A) the sum of the products, for each Valid Day during the Settlement Averaging Period for such Option, of (x) the Option Entitlement on such Valid Day multiplied by (y) the Relevant Price on such Valid Day less the Strike Price, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation contained in clause (y) above results in a negative number, such number shall be replaced with the number “zero”.

Valid Day:

A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.


Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.


Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.


Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading

“Bloomberg VWAP” on Bloomberg page WMGI <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


Settlement Averaging Period:	For any Option:

(i) if the related Exchange Date occurs prior to the 65th Scheduled Valid Day immediately preceding the Expiration Date, the 60 consecutive Valid Days commencing on, and including, the second Valid Day following such Exchange Date; or

(ii) if the related Exchange Date occurs on or following the 65th Scheduled Valid Day immediately preceding the Expiration Date, the 60 consecutive Valid Days commencing on, and including, the 62nd Scheduled Valid Day immediately prior to the Expiration Date.


Settlement Date:	For any Option, the date cash is paid under the terms of the Indenture with respect to the exchange of the Exchangeable Note related to such Option.


Settlement Currency:	USD

Representation and Agreement:

Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty or Parent shall be, upon delivery, subject to restrictions and limitations arising from Parent’s status as issuer of the Shares under applicable securities laws and Counterparty’s status as an affiliate of Parent under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to

Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”)).


3.	Additional Terms applicable to the Transaction .

Adjustments applicable to the Transaction:

Potential Adjustment Events:

Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the Exchange Rate or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP” or “Daily Exchange Value” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery obligation hereunder in respect of any “Distributed Property” delivered by Parent pursuant to the fourth sentence of Section 14.04(c) of the Indenture or any payment obligation in respect of any cash paid by Parent pursuant to the fourth sentence of Section 14.04(d) of the Indenture (collectively, the “ Exchange Rate Adjustment Fallback Provisions ”), and no adjustment shall be made to the terms of the Transaction on account of any event or condition described in the Exchange Rate Adjustment Fallback Provisions.


Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction.

Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

(including, without limitation, pursuant to Section 14.05 of the Indenture, Section 14.07(a) of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner, after consultation with Counterparty; provided , that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Exchangeable Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Exchange Date, then the Calculation Agent shall make an adjustment, as determined by it in a commercially reasonable manner, after consultation with Counterparty, to the terms hereof in order to account for such Potential Adjustment Event;

(ii) in connection with any Potential Adjustment Event as a result of an event or condition set forth in Section 14.04(b) of the Indenture or Section 14.04(c) of the Indenture where, in either case, the period for determining “Y” (as such term is used in Section 14.04(b) of the Indenture) or “SP ₀ ” (as such term is used in Section 14.04(c) of the Indenture), as the case may be, begins before Counterparty or Parent has publicly announced the event or condition giving rise to such Adjustment Event, then the Calculation Agent shall have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner, after consultation with Counterparty, as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities as a result of such event or condition not having been publicly

announced prior to the beginning of such period; and

(iii) if any Potential Adjustment Event is declared and (a) the event or condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Exchange Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Exchange Rate” (as defined in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “ Potential Adjustment Event Change ”) then, in each case, the Calculation Agent shall have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner, after consultation with Counterparty, as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities as a result of such Potential Adjustment Event Change.


Dilution Adjustment Provisions:	Section 14.04(a), (b), (c), (d), (e) and Section 14.05 of the Indenture.

Extraordinary Events applicable to the Transaction:


Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Reorganization Event” in Section 14.07(a) of the Indenture.


Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture.

Consequences of Merger Events /

Tender Offers:

Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, and to the extent the Calculation Agent determines appropriate, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement, the definitions of “Exchange”, “Relevant Price”, “Settlement Averaging Period”, “Valid Day”, “Scheduled Valid Day”, “Market Disruption Event”, the number of Share thresholds in Section 9(b)(i) and 9(b)(ii) of this Confirmation and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided , however , that such adjustment shall be made without regard to any adjustment to the Exchange Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a (1) Dutch public limited company, (2) corporation or limited liability company that is treated, or, if disregarded for U.S. federal income tax purposes, its regarded owner is treated, as a “United States person” under Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”) (any such corporation or limited liability company being referred to hereinafter as a “ U.S. Entity ”) or (3) solely in the case of a Non-US Merger Transaction in respect of which Counterparty and Issuer have satisfied all of the requirements set forth in Sections 9(a) and 9(v) below, a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom), or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer, will not be a U.S.

Entity or will not be the Issuer or a wholly-owned subsidiary of the Issuer following such Merger Event or Tender Offer, then Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s sole election.

Nationalization, Insolvency or

Delisting:

Cancellation and Payment (Calculation Agent Determination); provided that , in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re‑listed, re‑traded or re‑quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re‑quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:

Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof.


Failure to Deliver:	Applicable


Hedging Disruption:	Applicable; provided that:


(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and

(b) inserting the following two phrases at the end of such Section:

“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and


(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.


Increased Cost of Hedging:	Applicable

Hedging Party:

For all applicable Additional Disruption Events, Dealer; provided, however , that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Hedging Party shall be made in good faith and in a commercially reasonable manner (it being understood that Hedging Party will be subject to the requirements of the second paragraph under “Calculation Agent” below).

Determining Party:

For all applicable Extraordinary Events, Dealer; provided, however , that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Determining Party shall be made in good faith and in a commercially reasonable manner (it being understood that Determining Party will be subject to the requirements of the second paragraph under “Calculation Agent” below).


Non-Reliance:	Applicable.

Agreements and Acknowledgements


Regarding Hedging Activities:	Applicable


Additional Acknowledgments:	Applicable


4.	Calculation Agent . Dealer; provided, however , that all calculations, adjustments, specifications, choices and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set forth in the immediately following paragraph.

In the case of any calculation, adjustment or determination by the Hedging Party, the Determining Party or the Calculation Agent, following any written request from Counterparty, the Hedging Party, the Determining Party or the Calculation Agent, as the case may be, shall promptly provide to Counterparty a written explanation describing in reasonable detail the basis for such calculation, adjustment or determination (including any quotation, market data or information from internal or external sources used in making such calculation, adjustment or determination, but without disclosing any proprietary models or other information that may be proprietary or confidential). If Counterparty promptly disputes such calculation, adjustment or determination in writing and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall, to the extent permitted by applicable law, discuss the dispute with Counterparty in good faith.


5.	Account Details .


(a)	Account for payments to Counterparty:

Bank: Bank of America

ABA#:

Acct No.:

Acct Name:


(b)	Account for payments to Dealer:

Bank:

ABA#:

Acct No.:

Beneficiary:

Ref:


6.	Offices .


(a)	The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.


(b)	The Office of Dealer for the Transaction is: London

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England


7.	Notices .


(a)	Address for notices or communications to Counterparty and Parent:

Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

and

Wright Medical Group, Inc. | Legal

1023 Cherry Road

Memphis, TN 38117

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Telephone No.: (901)-867-4743

Email: james.lightman@wright.com

and

Ropes & Gray LLP

Attention: Isabel Dische, Esq. and Thomas Holden, Esq.

Telephone No: (212) 596-9000

Facsimile No: (212) 596-9090

Email: isabel.dische@ropesgray.com & thomas.holden@ropesgray.com


(b)	Address for notices or communications to Dealer:

JPMorgan Chase Bank, National Association

EDG Marketing Support

Email: edg_notices@jpmorgan.com

edg.us.flow.corporates.mo@jpmorgan.com

Facsimile No: 1-866-886-4506


8.	Representations and Warranties of Counterparty and Parent .

Each of the representations and warranties of Counterparty and Parent set forth in Section 6 of the Placement Agency Agreement (the “ Placement Agency Agreement ”), dated as of June 20, 2018, among Counterparty, Parent, as guarantor, and J. Wood Capital Advisors, LLC, as Placement Agent (the “ Placement Agent ”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein; except to the extent that such representation and warranties if not true or correct, would not have a material adverse effect on the power or ability of Counterparty and Parent to execute and deliver this Confirmation or to perform their obligations hereunder. Each of Counterparty and Parent hereby further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

(a)

Each of Counterparty and Parent has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Counterparty’s or Parent’s part; and this Confirmation has been duly and validly executed and delivered by each of Counterparty and Parent and constitutes its valid and binding obligation, enforceable against Counterparty or Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

(b)

Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of either of Counterparty or Parent hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty or Parent, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which either of Counterparty or Parent or any of its subsidiaries is a party or by which either of Counterparty or Parent or any of its subsidiaries is bound or to which either of Counterparty or Parent or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.

(c)

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty or Parent of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act or state securities laws or, with respect to Parent, under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


(d)	Neither Counterparty nor Parent is and, after consummation of the transactions contemplated hereby, neither Counterparty nor Parent will be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


(e)	Each of Counterparty and Parent is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).


(f)	None of Counterparty, Parent nor their respective its affiliates is, on the date hereof, in possession of any material non-public information with respect to Counterparty, Parent or the Shares.

(g)

With respect to both Counterparty and Parent, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and rules promulgated thereunder, or, with respect to Parent, the reporting or registration requirements pursuant to the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ) and the Dutch General Tax Act ( Algemene wet inzake rijksbelastingen ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.

(h)

Each of Counterparty and Parent (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million.


9.	Other Provisions .

(a)

Each of Counterparty and Parent shall deliver to Dealer an opinion of counsel (which, with respect to Parent, shall be an opinion of Dutch counsel), dated as of the date hereof, with respect to the matters set forth in Sections 8(a) through (c). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

(b)

in the immediately preceding Repurchase Notice. Counterparty and Parent jointly and severally agree to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “ Indemnified Person ”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Parent’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Parent’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Parent in writing, and Counterparty and/or Parent, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty and/or Parent may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Neither Counterparty nor Parent shall be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Neither Counterparty nor Parent shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

(c)

Regulation M . Each of Parent and each of its subsidiaries is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Parent, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Parent shall not, and shall cause each of its subsidiaries not to, until the second Scheduled Trading Day immediately following the Trade Date, engage in any such distribution.

(d)

No Manipulation . Neither Counterparty nor Parent is entering into the Confirmation and transactions contemplated hereby to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act or, with respect to Parent, the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


(e)	Transfer or Assignment .


(i)	Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “ Transfer Options ”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:


(A)	With respect to any Transfer Options, neither Parent nor Counterparty shall be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(q) of this Confirmation;

(B)

Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party, Counterparty and Parent, as are requested and reasonably satisfactory to Dealer;


(C)	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment;


(D)	An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;


(E)	Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clause (C) will not occur upon or after such transfer and assignment; and


(F)	Counterparty and Parent, jointly and severally, shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment;

(ii)

Dealer may, without Counterparty’s or Parent’s consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer, or (B) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“ S&P ”), or A3 by Moody’s Investor Service, Inc. (“ Moody’s ”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “ Excess Ownership Position ”), Dealer is unable after using its good faith and commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “ Terminated Portion ”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant

to this sentence as if Counterparty was not the Affected Party). The “ Section 16 Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “ Option Equity Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty or Issuer, as applicable, and (B) the denominator of which is the number of Shares outstanding. The “ Share Amount ” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “ Dealer Person ”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of Shares (“ Applicable Restrictions ”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “ Applicable Share Limit ” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

(iii)

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty or Parent, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty and Parent to the extent of any such performance.

(f)

Ratings Decline . If at any time the long term, unsecured and unsubordinated indebtedness of Dealer is rated Ba1 or lower by Moody’s or BB+ or lower by S&P (any such rating, a “ Ratings Downgrade ”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Dealer specifying that it elects for this Section 9(f) to apply (a “ Trigger Notice ”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty or Issuer, as applicable) to Counterparty in respect of the Transaction with a value equal to the full mark-to-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction.

(g)

Each party agrees and acknowledges that (i) J.P. Morgan Securities LLC, an affiliate of Dealer (“ JPMS ”), has acted solely as agent for Dealer (and not as agent for Counterparty) and not as principal with respect to the Transaction and (ii) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under the Transaction. For the avoidance of doubt, any perforamance by Dealer of its obligations hereunder solely to JPMS shall not relieve Dealer of such obligations. Any performance by Counterparty of its obligations (including notice obligations) through or by means of JPMS’ agency for Dealer shall constitute good performance of Counterparty’s obligations hereunder to Dealer.


(h)	Additional Termination Events .

(i)

Notwithstanding anything to the contrary in this Confirmation if an event of default occurs under the terms of the Exchangeable Notes as set forth in Section 6.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.


(ii)	Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” of any Notice of Exercise in respect of Options that relate to Exchangeable Notes as to which additional Shares would be added to the Exchange Rate pursuant to Section 14.03 of the Indenture in

connection with a “Make-Whole Fundamental Change” (as defined in the Indenture) (such Exchangeable Notes, “ Make-Whole Exchangeable Notes ”) shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement date for such Exchangeable Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “ Make-Whole Exchange Options ”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such Early Termination Date, the Number of Options shall be reduced by the applicable number of Make-Whole Exchange Options. Any payment hereunder with respect to such termination of the Make-Whole Exchange Options shall be calculated pursuant to Section 6 of the Agreement using a volatility input that is equal to the Relevant Volatility Input, as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Make-Whole Exchange Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Exchange Rate pursuant to Section 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage, (y) the number of Make-Whole Exchange Options and (z) the excess of (I) (1) the Exchange Rate (after taking into account any applicable adjustments to the Exchange Rate pursuant to Section 14.03 of the Indenture) multiplied by (2) a price per Share determined by the Calculation Agent over (II) the principal amount per Make-Whole Exchangeable Note, as determined by the Calculation Agent. For the avoidance of doubt, if the Transaction (or a portion of the Transaction) is subject to termination or cancellation both (i) pursuant to this Section 9(h)(ii) and (ii) pursuant to either Section 12.7 or Section 12.9 of the Equity Definitions, in each case, as a result of the same “Make-Whole Fundamental Change” (as defined in the Indenture), as determined by Dealer in good faith and commercially reasonably, any such termination or cancellation payment with respect to the Transaction (or such portion of the Transaction, as applicable) shall be calculated using a volatility input that is equal to the Relevant Volatility Input. “ Relevant Volatility Input ” means a volatility input that is determined by Dealer in good faith and in a commercially reasonable manner and which,

without limitation, may be based on implied volatility levels for options on the Shares with strike prices approximate to the Strike Price of the Transaction or approximate to the strike price of over-the-counter equity options on the Shares that are included in its commercially reasonable Hedge Positions with respect to the Transaction, in each case, as determined by Dealer in good faith and a commercially reasonable manner; provided that, if (i) Dealer (whether in its capacity as “Calculation Agent”, “Determining Party”, “Hedging Party” or otherwise) is required to determine a volatility input under any over-the-counter equity option transaction to which Dealer is a party and to which Counterparty (or, if different, Issuer) is a party relating to the Shares (such equity option transactions, “ Relevant Positions ”) and (ii) Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no less than such volatility input for such Relevant Positions. For the avoidance of doubt, a Relevant Volatility Input that is equal to the volatility input for any Relevant Positions shall, in no event, be deemed to be commercially unreasonable.

(iii)

(a) Promptly following any Repayment Event (as defined below) (but, in any event, within 5 Scheduled Trading Days following settlement thereof), Counterparty may notify Dealer of such Repayment Event and the aggregate principal amount of Exchangeable Notes subject to such Repayment Event (the “ Repayment Exchangeable Notes ”) (any such notice, a “ Repayment Notice ”). The receipt by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(iii).

(b) Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repayment Notice (which Exchange Business Day will in no event be earlier than the settlement date for the relevant Repayment Event) as an Early Termination Date with respect to a portion (the “ Repayment Terminated Portion ”) of the Transaction consisting of a number of Options (the “ Repayment Options ”) equal to the lesser of (A) the number of Repayment Exchangeable Notes in denominations of USD1,000 that are subject to the relevant Repayment Event and (B) the Number of Options as of the date Dealer designates such Early Termination Date (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such Early Termination Date, the Number of Options shall be reduced by the applicable number of Repayment Options.

(c) Any payment or delivery in respect of such termination of the Repayment Terminated Portion of the Transaction shall be made pursuant to Section 6 of the Agreement. If Dealer determines or otherwise uses a volatility input in determining an Early Termination Amount under Section 6 of the Agreement in respect of an Additional Termination Event pursuant to this Section 9(h)(iii), Dealer shall use the Relevant Volatility Input. Counterparty shall be the sole Affected Party with respect to such Additional Termination Event and the Repayment Terminated Portion of the Transaction shall be the sole Affected Transaction. “ Repayment Event ” means that (i) any Exchangeable Notes are repurchased by Counterparty, Parent, any other guarantor under the Exchangeable Notes or any of their subsidiaries, (ii) any Exchangeable Notes are delivered to Counterparty, Parent or any other guarantor under the Exchangeable Notes in exchange for delivery of any property or assets of such party or any of its subsidiaries (howsoever described), (iii) any principal of any of the Exchangeable Notes is repaid prior to the final maturity date of the Exchangeable Notes (other than upon an event of default under the Exchangeable Notes described in Section 9(h)(i)), or (iv) any Exchangeable Notes are exchanged by or for the benefit of the Holders (as defined in the Indenture) thereof for any other securities of Counterparty, Parent, any other guarantor under the Exchangeable Notes or any of their Affiliates (as defined in the Indenture) (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that no exchange of Exchangeable Notes pursuant to the terms of the Indenture shall constitute a Repayment Event. Each of Counterparty and Parent acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any action taken by Parent, Counterparty or any of their Affiliates (as defined in the Indenture) in respect of a Repayment Event, including, without limitation, the delivery of a Repayment Notice.

(d) Counterparty shall cause any Exchangeable Notes subject to a Repayment Event to be promptly cancelled and each of Parent and Counterparty acknowledges and agrees that, except to the extent provided above in this Section 9(h)(iii), all such Exchangeable Notes subject to a Repayment Event will be deemed for all purposes under the Transaction to be permanently extinguished and no longer outstanding.


(i)	Amendments to the Equity Definitions .


(i)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in

Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.”


(ii)	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.

(j)

Setoff . Obligations under the Transaction shall not be set off by any party against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise. For the avoidance of doubt, in the event of bankruptcy or liquidation of Parent, Counterparty or Dealer, no party shall have the right to set off any obligation that it may have to the other parties under the Transaction against any obligation such other parties may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.

(k)

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events . If in respect of the Transaction, an amount is payable by Dealer to Counterparty (i) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “ Payment Obligation ”), Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, the Tender Offer Date, the Announcement Date (in the case of Nationalization, Insolvency or Delisting), the Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes (which representation is confirmed to Dealer in writing by Issuer, if other than Counterparty) the representation set forth in Section 8(f) as of the date of such election and (c) Dealer agrees, in its reasonable discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.


Share Termination Alternative:	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d) (ii) and 6(e) of the Agreement, as applicable, in satisfaction

of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.

Share Termination Delivery

Property:

A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Unit Price:

The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Unit Price the Calculation Agent may consider, if commercially reasonable, the purchase price paid in connection with the purchase of Share Termination Delivery Property.

Share Termination Delivery Unit:

One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “ Exchange Property ”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.


Failure to Deliver:	Applicable

Other applicable provisions:

If the Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.

(l)

Waiver of Jury Trial . Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(m)

Registration . Parent hereby agrees that if, in the good faith reasonable judgment of Dealer, the Shares (“ Hedge Shares ”) acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act, Parent shall (or shall cause Issuer to if other than Parent), at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and enter into an agreement, in form and substance satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary offering; provided , however , that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Parent, (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the

Transaction that are necessary, in its reasonable judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase, or cause Counterparty to purchase, the Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested by Dealer.

(n)

Tax Disclosure . Effective from the date of commencement of discussions concerning the Transaction, Counterparty, Parent and each of their employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty or Dealer relating to such tax treatment and tax structure.

(o)

Right to Extend . Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably and in good faith determines, based on the advice of counsel in the case of the immediately following clause (ii), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (ii) to enable Dealer to effect transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 60 Valid Days after the original Valid Day or date of valuation, payment or delivery, as the case may be.

(p)

Securities Contract; Swap Agreement . The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “ Bankruptcy Code ”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.


(q)	Notice of Certain Other Events . Each of Counterparty and Parent covenants and agrees that:


(i)	promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon

consummation of any Merger Event, Counterparty and/or Parent shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event (the date of such notification, the “ Consideration Notification Date ”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and

(ii)

(A) Counterparty and/or Parent shall give Dealer commercially reasonable advance (but in no event less than one Exchange Business Day) written notice of the sections of the Indenture and, if applicable, the formula therein pursuant to which any adjustment will be made to the Exchangeable Notes in connection with any Potential Adjustment Event (other than in respect of the Dilution Adjustment Provision set forth in Section 14.04(b)of the Indenture), Merger Event or Tender Offer and (B) promptly following any such adjustment Counterparty and/or Parent shall give Dealer written notice of the details of such adjustment.

(r)

Wall Street Transparency and Accountability Act . In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“ WSTAA ”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as defined in the Agreement)).

(s)

Agreements and Acknowledgements Regarding Hedging . Each of Counterparty and Parent understands, acknowledges and agrees with Dealer that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty or Parent.

(t)

Early Unwind . In the event the sale of the “New Notes” (as defined in the Placement Agency Agreement) is not consummated with the Placement Agent for any reason by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date, the “ Early Unwind Date ”), the Transaction shall automatically terminate (the “ Early Unwind ”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer, Counterparty and Parent with respect to the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed as Hedging Activities in respect of this Transaction either prior to or after the Early Unwind Date. Each of Dealer, Counterparty and Parent represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

(u)

Designation by Dealer . Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Parent or Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty and Parent to the extent of any such performance.

(v)

Non-US Merger Transactions. Issuer shall not enter into or consummate any Non-US Merger Transaction unless the successor Issuer and Counterparty immediately following such Non-US Merger Transaction repeats to Dealer immediately following such Non-US Merger Transaction the representations and warranties set forth in Sections 8(a), 8(b), 8(c) and 8(d) of this Confirmation (as if references therein to (i) “execute, deliver” were replaced with “assume”, (ii) “execution, delivery” and “execution and delivery” were replaced with “assumption” and (iii) “executed and delivered” were replaced with “assumed”). “ Non-US Merger Transaction ” means any Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (y) the Issuer following such Merger Event, reincorporation of Issuer or corporate inversion of Issuer is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia.

States, any State thereof or the District of Columbia that is a wholly-owned subsidiary of Issuer, or (3) Issuer enters into or consummates any Non-US Merger Transaction and does not comply with the requirements of the immediately previous paragraph of this Section 9(v), then such transaction or event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

If, at any time following the occurrence of any Non-US Merger Transaction, Dealer determines in good faith that (x) such Non-US Merger Transaction has had an adverse effect on Dealer’s rights and obligations under the Transaction or (y) Dealer would incur an increased amount of tax, duty, expense or fee to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the economic risk of entering into and performing its obligations with respect to the Transaction, or (2) realize, recover or remit the proceeds of any such transaction(s) or asset(s) (each of the events described in clause (x) and clause (y) above, a “ Non-US Merger Event ”), then, in either case, Dealer shall give notice to Counterparty of such Non-US Merger Event. Concurrently with delivering such notice, Dealer shall give notice to Counterparty of a Price Adjustment that Dealer reasonably and in good faith determines appropriate to account for the economic effect on the Transaction of such Non-US Merger Event (unless Dealer determines that no Price Adjustment will produce a commercially reasonably result, in which case Dealer shall so notify Counterparty). Unless Dealer determines in good faith that no Price Adjustment will produce a commercially reasonably result, within one Scheduled Trading Day of receipt of such notice, Counterparty shall notify Dealer that it elects to (A) agree to amend the Transaction to take into account such Price Adjustment or (B) pay Dealer the amount determined by Dealer that corresponds to such Price Adjustment (and, in each case, Counterparty and Parent shall each repeat the representation set forth in Section 8(f) of this Confirmation (which representation is confirmed to Dealer in writing by Issuer, if other than Parent) as of the date of such election). If Counterparty fails to give such notice to Dealer of its election in accordance with the foregoing by the end of that first Scheduled Trading Day, or if Dealer determines that no Price Adjustment will produce a commercially reasonably result, then such failure or such determination, as the case may be, shall constitute an Additional Termination Event applicable to the Transaction (it being understood that in the case of a Non-US Merger Event solely pursuant to clause (x) of the definition thereof, such determination shall constitute an Additional Termination Event only if the relevant adverse effect may have a material impact on Dealer’s rights and obligations under the Transaction, as determined by Dealer in good faith) and, with respect to such Additional Termination Event, (1) Counterparty shall be deemed to be the sole Affected Party, (2) the Transaction shall be the sole Affected Transaction and (3) Dealer shall be the party

entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

For the avoidance of doubt, the parties hereto agree and acknowledge that (I) the occurrence of an Non-US Merger Event shall not preclude the occurrence of one or more additional, subsequent Non-US Merger Events and (II) if a Non-US Merger Event occurs, Dealer will determine, in its sole discretion, whether to exercise its rights under the provisions of this Section 9(v) and/or the rights and remedies of Dealer and its affiliates under any other provision of this Confirmation, the Equity Definitions and the Agreement.

Upon Counterparty’s request prior to the consummation of any Non-US Merger Transaction, Dealer will provide Counterparty with a good faith estimate of an indicative, non-binding price at which Dealer would effect a transfer or assignment of the Options to a third party corporate equity derivatives dealer as of the date of such indicative, non-binding price (it being understood that such indicative, non-binding price will not in any way commit Dealer to effecting such a transfer or assignment, whether at such price or at any price, and that any such transfer or assignment will be effected by Dealer in its sole discretion on pricing and other terms acceptable to Dealer, including with respect to Dealer’s Hedge Positions with respect to the Options and any applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer). In addition, upon Counterparty’s request prior to the consummation of any Non-US Merger Transaction in which Counterparty sets forth in reasonable detail the terms of such Non-US Merger Transaction and any Non-US Merger Event that Counterparty believes may apply in connection therewith, Dealer will provide Counterparty with a good faith estimate of an indicative, non-binding Price Adjustment, if any, that Dealer determines at such time would account for the economic effect on the Transaction of such Non-US Merger Transaction and Non-US Merger Event, if any, based on information related thereto provided to Dealer by the Counterparty (it being understood that such indicative, non-binding Price Adjustment will not in any way limit or alter Dealer’s adjustment or other rights in respect of the Option with respect to such Non-US Merger Transaction or Non-US Merger Event or any events or circumstances arising in connection therewith); provided that, Dealer will not be required to provide any such Price Adjustment if Dealer determines, in good faith, that it would not be practicable to do so using reasonable efforts and/or it would not be advisable to do so with respect to any applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer. Counterparty agrees to pay the reasonable and documented fees and expenses of legal counsel to Dealer (which may include, without limitation, special counsel in connection with certain matters under the law of any applicable foreign jurisdiction) in connection with any such indicative, non-binding price or Price Adjustment, as applicable, and any determinations in connection therewith, at such times, and from time to time, as requested by Dealer.

(w)

Tax Forms . (a) Parent shall provide to Dealer a valid U.S. Internal Revenue Service (“ IRS ”) Form W-8BEN-E on or before the date of execution of this Confirmation and will promptly tender an updated IRS Form W-8BEN-E or other applicable IRS Form if the previously tendered IRS Form W-8BEN-E becomes obsolete or incorrect and Counterparty shall provide to Dealer a valid IRS Form W-9 on or before the date of execution of this Confirmation and will promptly tender an updated IRS Form W-9 or other applicable IRS Form if the previously tendered IRS Form W-9 becomes obsolete or incorrect.

(b) Dealer shall provide Counterparty a valid IRS Form W-9 on or before the date of execution of this Confirmation and will promptly tender an updated IRS Form W-9 or applicable IRS Form if the previously tendered IRS Form becomes obsolete or incorrect.

(x)

FATCA . “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “ FATCA Withholding Tax ”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.


(y)	Section 871 (m) . Dealer and Counterparty hereby agree that the Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and the Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.


(z)	Counterparty acknowledges that it has not been solicited by Dealer, or any person acting on behalf of Dealer, to enter into this Transaction but rather it has independently approached Dealer, through Counterparty’s advisor, and invited Dealer to bid competitively for this Transaction.

[ Remainder of page left blank intentionally .]

EXECUTION VERSION

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning by email to Dealer.

Very truly yours,

J.P. MORGAN SECURITIES LLC, as an agent for JPMorgan Chase Bank, National Association



By:	/s/ Kevin Cheng

Authorized Signatory

Name: Kevin Cheng

Accepted and confirmed

as of the Trade Date:

WRIGHT MEDICAL GROUP, INC.,

as Counterparty



By:	/s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

WRIGHT MEDICAL GROUP N.V.,

as Parent



By:	/s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London E14 5JP

Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA.

Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct

Authority and to limited regulation by the Prudential Regulation Authority. Details about the

extent of our regulation by the Prudential Regulation Authority are available from us on request.

Exhibit 10.5

EXECUTION VERSION

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036


Attn:	Robert Stewart, Assistant General Counsel


Telephone:	646-855-0711


Facsimile:	646-822-5618

June 20, 2018

To: Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

and

Wright Medical Group, Inc. | Legal

1023 Cherry Road

Memphis, TN 38117

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Telephone No.: (901)-867-4743

Email: james.lightman@wright.com

Re: Call Option Transaction

The purpose of this letter agreement (this “ Confirmation ”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“ Dealer ”) and Wright Medical Group, Inc. (“ Counterparty ”) as of the Trade Date specified below (the “ Transaction ”). In entering into the Transaction with Counterparty, Dealer has requested that Wright Medical Group N.V. (“ Parent ”), Counterparty’s ultimate parent entity, make certain representations, warranties and agreements for the benefit of Dealer, and Parent has agreed to make such representations, warranties and agreements as set forth in this Confirmation. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

into among the parties from time to time. In the event of any inconsistency between this Confirmation and the Agreement, this Confirmation shall govern.


2.	The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms .


Trade Date:	June 20, 2018


Effective Date:	The third Exchange Business Day immediately prior to the Premium Payment Date


Option Style:	“Modified American”, as described under “Procedures for Exercise” below


Option Type:	Call


Buyer:	Counterparty


Seller:	Dealer


Shares:	The ordinary shares of Parent, par value 0.03 Euros per share (Exchange symbol “WMGI”).


Number of Options:	675,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.


Applicable Percentage:	70%


Option Entitlement:	A number equal to the product of the Applicable Percentage and 29.9679.


Strike Price:	USD 33.3690


Premium:	USD 98,894,250.00


Premium Payment Date:	June 28, 2018


Exchange:	The NASDAQ Global Select Market


Related Exchange(s):	All Exchanges


Excluded Provisions:	Section 14.03 and Section 14.04(h) of the Indenture.

Procedures for Exercise .

Exchange Date:


Expiration Time:	The Valuation Time


Expiration Date:	June 15, 2023, subject to earlier exercise.


Multiple Exercise:	Applicable, as described under “Automatic Exercise” below.

Automatic Exercise:

Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.


Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any Options, Counterparty must notify Dealer in writing,

including by email, before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the scheduled first day of the Settlement Averaging Period for the Options being exercised of (i) the number of such Options and (ii) the scheduled first day of the Settlement Averaging Period and the scheduled Settlement Date; provided that in respect of Options relating to Exchangeable Notes with an Exchange Date occurring on or after the 65th Scheduled Valid Day preceding June 15, 2023, such notice may be given on or prior to the second Scheduled Valid Day immediately preceding the Expiration Date and need only specify the number of such Options.


Valuation Time:	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in its commercially reasonable discretion.


Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

Settlement Terms .


Settlement Method:	Cash Settlement


Cash Settlement:	In lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date, the Option Cash Settlement Amount in respect of any Option exercised or

deemed exercised hereunder. In no event will the Option Cash Settlement Amount be less than zero.

Option Cash Settlement Amount:

Valid Day:


Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day.


Business Day:	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.


Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page WMGI <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time,

the market value of one Share on such Valid Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


Settlement Averaging Period:	For any Option:


Settlement Date:	For any Option, the date cash is paid under the terms of the Indenture with respect to the exchange of the Exchangeable Note related to such Option.


Settlement Currency:	USD

Representation and Agreement:


3.	Additional Terms applicable to the Transaction .

Adjustments applicable to the Transaction:

Potential Adjustment Events:

Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Exchange Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP” or “Daily Exchange Value” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery obligation hereunder in respect of any “Distributed Property” delivered by Parent pursuant to the fourth sentence of Section 14.04(c) of the Indenture or any payment obligation in respect of any cash paid by Parent pursuant to the fourth sentence of Section 14.04(d) of the Indenture (collectively, the “ Exchange Rate Adjustment Fallback Provisions ”), and no adjustment shall be made to the terms of the Transaction on account of any event or condition described in the Exchange Rate Adjustment Fallback Provisions.


Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction.

Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

(i) if the Calculation Agent in good faith disagrees with any adjustment to the Exchangeable Notes that involves an exercise of discretion by Counterparty, Issuer or its board of directors, as applicable (including, without limitation, pursuant to Section 14.05 of the Indenture, Section 14.07(a) of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of the fair value of any securities, property, rights or other

assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner, after consultation with Counterparty; provided , that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Exchangeable Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Exchange Date, then the Calculation Agent shall make an adjustment, as determined by it in a commercially reasonable manner, after consultation with Counterparty, to the terms hereof in order to account for such Potential Adjustment Event;

otherwise not adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Exchange Rate” (as defined in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “ Potential Adjustment Event Change ”) then, in each case, the Calculation Agent shall have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner, after consultation with Counterparty, as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities as a result of such Potential Adjustment Event Change.


Dilution Adjustment Provisions:	Section 14.04(a), (b), (c), (d), (e) and Section 14.05 of the Indenture.

Extraordinary Events applicable to the Transaction:


Merger Events:	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Reorganization Event” in Section 14.07(a) of the Indenture.


Tender Offers:	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture.

Consequences of Merger Events /

Tender Offers:

“Settlement Averaging Period”, “Valid Day”, “Scheduled Valid Day”, “Market Disruption Event”, the number of Share thresholds in Section 9(b)(i) and 9(b)(ii) of this Confirmation and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided , however , that such adjustment shall be made without regard to any adjustment to the Exchange Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a (1) Dutch public limited company, (2) corporation or limited liability company that is treated, or, if disregarded for U.S. federal income tax purposes, its regarded owner is treated, as a “United States person” under Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”) (any such corporation or limited liability company being referred to hereinafter as a “ U.S. Entity ”) or (3) solely in the case of a Non-US Merger Transaction in respect of which Counterparty and Issuer have satisfied all of the requirements set forth in Sections 9(a) and 9(v) below, a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom), or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer, will not be a U.S. Entity or will not be the Issuer or a wholly-owned subsidiary of the Issuer following such Merger Event or Tender Offer, then Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s sole election.

Nationalization, Insolvency or


Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that , in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re‑listed, re‑traded or

re‑quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re‑quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:


Failure to Deliver:	Applicable


Hedging Disruption:	Applicable; provided that:

(i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section:

(ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a

portion of the Transaction affected by such Hedging Disruption”.


Increased Cost of Hedging:	Applicable

Hedging Party:

Determining Party:


Non-Reliance:	Applicable.

Agreements and Acknowledgements


Regarding Hedging Activities:	Applicable


Additional Acknowledgments:	Applicable


4.	Calculation Agent . Dealer; provided, however , that all calculations, adjustments, specifications, choices and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set forth in the immediately following paragraph.


5.	Account Details .


(a)	Account for payments to Counterparty:

Bank:

ABA#:

Acct No.:

Acct Name:


(b)	Account for payments to Dealer:

SWIFT:

Bank Routing:

Account Name:

Account No. :


6.	Offices .


(a)	The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party.


(b)	The Office of Dealer for the Transaction is: New York

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036


7.	Notices .


(a)	Address for notices or communications to Counterparty and Parent:

Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

and

Wright Medical Group, Inc. | Legal

1023 Cherry Road

Memphis, TN 38117

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Telephone No.: (901)-867-4743

Email: james.lightman@wright.com

and

Ropes & Gray LLP

Attention: Isabel Dische, Esq. and Thomas Holden, Esq.

Telephone No: (212) 596-9000

Facsimile No: (212) 596-9090

Email: isabel.dische@ropesgray.com & thomas.holden@ropesgray.com


(b)	Address for notices or communications to Dealer:

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036


Attn:	Robert Stewart, Assistant General Counsel


Telephone:	646-855-0711


Facsimile:	646-822-5618


8.	Representations and Warranties of Counterparty and Parent .

(a)

(b)

(c)


(d)	Neither Counterparty nor Parent is and, after consummation of the transactions contemplated hereby, neither Counterparty nor Parent will be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


(e)	Each of Counterparty and Parent is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).


(f)	None of Counterparty, Parent nor their respective its affiliates is, on the date hereof, in possession of any material non-public information with respect to Counterparty, Parent or the Shares.


(g)	With respect to both Counterparty and Parent, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares

would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and rules promulgated thereunder, or, with respect to Parent, the reporting or registration requirements pursuant to the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ) and the Dutch General Tax Act ( Algemene wet inzake rijksbelastingen ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.

(h)


9.	Other Provisions .

(a)

(b)

Repurchase Notices . Parent shall, on any day on which Parent effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “ Repurchase Notice ”) on such day if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than 103,624,046 (in the case of the first such notice) or (ii) thereafter more than 2,244,158 less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty and Parent jointly and severally agree to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “ Indemnified Person ”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Parent’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of

Parent’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Parent in writing, and Counterparty and/or Parent, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty and/or Parent may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Neither Counterparty nor Parent shall be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty and Parent jointly and severally agree to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Neither Counterparty nor Parent shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty and Parent hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

(c)

(d)


(e)	Transfer or Assignment .


(i)	Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “ Transfer Options ”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:


(A)	With respect to any Transfer Options, neither Parent nor Counterparty shall be released from its notice and indemnification obligations pursuant to Section 9(b) or any obligations under Section 9(m) or 9(q) of this Confirmation;

(B)


(C)	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment;


(D)	An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment;


(E)	Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clause (C) will not occur upon or after such transfer and assignment; and


(F)	Counterparty and Parent, jointly and severally, shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment;

(ii)

to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“ S&P ”), or A3 by Moody’s Investor Service, Inc. (“ Moody’s ”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “ Excess Ownership Position ”), Dealer is unable after using its good faith and commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “ Terminated Portion ”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “ Section 16 Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “ Option Equity Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty or Issuer, as applicable, and (B) the denominator of which is the number of Shares outstanding. The “ Share Amount ” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person,

a “ Dealer Person ”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of Shares (“ Applicable Restrictions ”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “ Applicable Share Limit ” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

(iii)

(f)


(g)	Reserved.


(h)	Additional Termination Events .


(i)	Notwithstanding anything to the contrary in this Confirmation if an event of default occurs under the terms of the Exchangeable Notes as set forth in Section 6.01 of the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect

to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

(ii)

Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of Exercise” of any Notice of Exercise in respect of Options that relate to Exchangeable Notes as to which additional Shares would be added to the Exchange Rate pursuant to Section 14.03 of the Indenture in connection with a “Make-Whole Fundamental Change” (as defined in the Indenture) (such Exchangeable Notes, “ Make-Whole Exchangeable Notes ”) shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement date for such Exchangeable Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Options (the “ Make-Whole Exchange Options ”) equal to the lesser of (A) the number of such Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such Early Termination Date, the Number of Options shall be reduced by the applicable number of Make-Whole Exchange Options. Any payment hereunder with respect to such termination of the Make-Whole Exchange Options shall be calculated pursuant to Section 6 of the Agreement using a volatility input that is equal to the Relevant Volatility Input, as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number of Make-Whole Exchange Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the Option Entitlement that result from corresponding adjustments to the Exchange Rate pursuant to Section 14.03 of the Indenture); provided that the amount of cash deliverable in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage, (y) the number of Make-Whole Exchange Options and (z) the excess of (I) (1) the Exchange Rate (after taking into account any applicable adjustments to the Exchange Rate pursuant to Section 14.03 of the Indenture) multiplied by (2) a price per Share determined by the Calculation Agent over (II) the principal amount per Make-Whole Exchangeable Note, as determined by the Calculation Agent. For the avoidance of doubt, if the Transaction (or a portion of the Transaction) is subject to termination or cancellation both (i) pursuant to this Section 9(h)(ii) and (ii) pursuant to either

Section 12.7 or Section 12.9 of the Equity Definitions, in each case, as a result of the same “Make-Whole Fundamental Change” (as defined in the Indenture), as determined by Dealer in good faith and commercially reasonably, any such termination or cancellation payment with respect to the Transaction (or such portion of the Transaction, as applicable) shall be calculated using a volatility input that is equal to the Relevant Volatility Input. “ Relevant Volatility Input ” means a volatility input that is determined by Dealer in good faith and in a commercially reasonable manner and which, without limitation, may be based on implied volatility levels for options on the Shares with strike prices approximate to the Strike Price of the Transaction or approximate to the strike price of over-the-counter equity options on the Shares that are included in its commercially reasonable Hedge Positions with respect to the Transaction, in each case, as determined by Dealer in good faith and a commercially reasonable manner; provided that, if (i) Dealer (whether in its capacity as “Calculation Agent”, “Determining Party”, “Hedging Party” or otherwise) is required to determine a volatility input under any over-the-counter equity option transaction to which Dealer is a party and to which Counterparty (or, if different, Issuer) is a party relating to the Shares (such equity option transactions, “ Relevant Positions ”) and (ii) Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no less than such volatility input for such Relevant Positions. For the avoidance of doubt, a Relevant Volatility Input that is equal to the volatility input for any Relevant Positions shall, in no event, be deemed to be commercially unreasonable.

(iii)

Termination Date (prior to giving effect to a reduction thereto on such date pursuant to the immediately following sentence). As of any such Early Termination Date, the Number of Options shall be reduced by the applicable number of Repayment Options.


(i)	Amendments to the Equity Definitions .


(i)	Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official”

and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.”


(ii)	Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.

(j)

(k)


Share Termination Alternative:	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d) (ii) and 6(e) of

the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.

Share Termination Delivery

Property:

Share Termination Unit Price:

Share Termination Delivery Unit:


Failure to Deliver:	Applicable

Other applicable provisions:

(l)

(m)

any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase, or cause Counterparty to purchase, the Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested by Dealer.

(n)

(o)

(p)


(q)	Notice of Certain Other Events . Each of Counterparty and Parent covenants and agrees that:


(i)	promptly following the public announcement of the results of any election by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, Counterparty and/or Parent shall give Dealer written notice of the types and amounts of consideration that holders of Shares have elected to receive upon consummation of such Merger Event

(the date of such notification, the “ Consideration Notification Date ”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and

(ii)

(r)

(s)

(t)

rights and obligations of Dealer, Counterparty and Parent with respect to the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed as Hedging Activities in respect of this Transaction either prior to or after the Early Unwind Date. Each of Dealer, Counterparty and Parent represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

(u)

(v)

Notwithstanding anything to the contrary in this Confirmation if (1) Issuer enters into or consummates any Non-US Merger Transaction pursuant to which the Issuer following such Non-US Merger Transaction is organized under the laws of a jurisdiction other than the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, (2) Counterparty ceases to be a corporation organized under the laws of the United States, any State thereof or the District of Columbia that is a wholly-owned subsidiary of Issuer, or (3) Issuer enters into or consummates any Non-US Merger Transaction and does not comply with the requirements of the immediately previous paragraph of this Section 9(v), then such transaction or event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be

the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

(w)

(x)


(y)	Section 871 (m) . Dealer and Counterparty hereby agree that the Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and the Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.


(z)	Counterparty acknowledges that it has not been solicited by Dealer, or any person acting on behalf of Dealer, to enter into this Transaction but rather it has independently approached Dealer, through Counterparty’s advisor, and invited Dealer to bid competitively for this Transaction.

[ Remainder of page left blank intentionally .]

EXECUTION VERSION

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning by email to Dealer.

Very truly yours,

BANK OF AMERICA, N.A.

By: /s/ Christopher A. Hutmaker

Authorized Signatory

Name: Christopher A. Hutmaker

Managing Director

Accepted and confirmed

as of the Trade Date:

WRIGHT MEDICAL GROUP, INC.,

as Counterparty

By: /s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

WRIGHT MEDICAL GROUP N.V.,

as Parent

By: /s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

Exhibit 10.6

EXECUTION VERSION

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England

June 20, 2018


To:	Wright Medical Group N.V. \| Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: + 31 20 675 4002

Email: james.lightman@wright.com


Re:	Warrants

The purpose of this letter agreement (this “ Confirmation ”) is to confirm the terms and conditions of the Warrants issued by Wright Medical Group N.V. (“ Company ”) to JPMorgan Chase Bank, National Association (“ Dealer ”) as of the Trade Date specified below (the “ Transaction ”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.


1.	This Confirmation evidences a complete and binding agreement between Dealer and Company as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ Agreement ”) as if Dealer and Company had

executed an agreement in such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine), and (ii) the election of US Dollars (“ USD ”) as the Termination Currency) on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. The parties acknowledge that the Transaction to which this Confirmation relates is not governed by, and shall not be treated as a transaction under, any other ISDA Master Agreement entered between the parties from time to time.

2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms .


Trade Date:	June 20, 2018


Effective Date:	The third Exchange Business Day immediately prior to the Premium Payment Date


Warrants:	Equity call warrants, each giving the holder the right to purchase a number of Shares equal to the Warrant Entitlement at a price per Share equal to the Strike Price, subject to the terms set forth under the caption “Settlement Terms” below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference to a Call Option.


Warrant Style:	European


Seller:	Company


Buyer:	Dealer


Shares:	The ordinary shares of Company, par value 0.03 Euros per share (Exchange symbol “WMGI”).


Number of Warrants:	6,068,500. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.


Warrant Entitlement:	One Share per Warrant


Strike Price:	USD 40.8600.

Notwithstanding anything to the contrary in the Agreement, this Confirmation or the Equity Definitions, in no event shall the Strike Price be subject to adjustment to the extent that, after giving effect to such adjustment, the Strike Price would be less than USD 27.23, except for any adjustment pursuant to the terms of this Confirmation and the Equity Definitions in connection with stock splits or similar changes to Issuer’s capitalization.


Premium:	USD 30,638,250.00 in the aggregate (the “ Aggregate Premium Amount ”), to be paid by Dealer to Company on the Premium Payment Date as follows:

(i) EUR 364,110; and

(ii) an amount in USD equal to the excess of (x) the Aggregate Premium Amount over (y) the amount in EUR set forth in clause (i) above (as converted into the corresponding amount in USD by the Calculation Agent in a commercially reasonable manner on or prior to the Premium Payment Date).


Premium Payment Date:	June 28, 2018


Exchange:	The NASDAQ Global Select Market


Related Exchange(s):	All Exchanges

Procedures for Exercise .


Expiration Time:	The Valuation Time

Expiration Dates:

Each Scheduled Trading Day during the period from, and including, the First Expiration Date to, but excluding, the 120 ^th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion

thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the eighth Scheduled Trading Day following the last scheduled Expiration Date under the Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.


First Expiration Date:	September 15, 2023, (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.


Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.


Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.


Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof.

Valuation Terms .


Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent

shall determine the Valuation Time in good faith and in its reasonable discretion.


Valuation Date:	Each Exercise Date.

Settlement Terms .


Settlement Method:	Net Share Settlement.

Net Share Settlement:

On the relevant Settlement Date, Company shall deliver to Dealer a number of Shares equal to the Share Delivery Quantity for such Settlement Date to the account specified herein free of payment (other than, for the avoidance of doubt, the payment obligation that will be satisfied by the Par Value Payment) through the Clearance System, and Dealer shall be treated as the holder of record of such Shares at the time of delivery of such Shares or, if earlier, at 5:00 p.m. (New York City time) on such Settlement Date.


Share Delivery Quantity:	For any Settlement Date, a number of Shares (rounded down to the nearest whole Share), as calculated by the Calculation Agent, equal to the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price on the Valuation Date for such Settlement Date.


Net Share Settlement Amount:	For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

Settlement Price:

For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page WMGI <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then

the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.


Settlement Dates:	As determined pursuant to Section 9.4 of the Equity Definitions, subject to Section 9(k)(i) hereof.

Other Applicable Provisions:

The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 (except that, with respect to any Private Placement Settlement, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Company is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Net Share Settled.” “Net Share Settled” in relation to any Warrant means that Net Share Settlement is applicable to that Warrant.


Representation and Agreement:	Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Dealer may be, upon delivery, subject to restrictions and limitations arising from Company’s status as issuer of the Shares under applicable securities laws.

3. Additional Terms applicable to the Transaction .

Adjustments applicable to the Transaction:

Method of Adjustment:

Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(f) of

this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.

Extraordinary Events applicable to the Transaction:

New Shares:

Section 12.1(i) of the Equity Definitions is hereby amended (a) by deleting the text in clause (i) thereof in its entirety (including the word “and” following clause (i)) and replacing it with the phrase “publicly quoted, traded or listed (or whose related depositary receipts are publicly quoted, traded or listed) on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)” and (b) by inserting immediately prior to the period the phrase “and (iii) of an entity or person that is a (I) Dutch public limited company, (II) corporation or limited liability company that is treated, or, if disregarded for U.S. federal income tax purposes, its regarded owner is treated, as a “United States person” under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (any such corporation or limited liability company being referred to hereinafter as a “ U.S. Entity ”) or (III) solely in the case of a Non-US Merger Transaction in respect of which Company and Issuer have satisfied all of the requirements set forth in Section 9(y) below, a corporation or entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom), in each case, that (a) also becomes Company under the Transaction or (b) wholly owns Company and fully and unconditionally guarantees Company’s obligations under the Transaction, in either case, following such Merger Event or Tender Offer”.

Consequence of Merger Events:


Merger Event:	Applicable; provided, however , that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(B) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the

provisions of Section 12.2 of the Equity Definitions or Section 9(h)(ii)(B) will apply.


Share-for-Share:	Modified Calculation Agent Adjustment


Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)


Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.

Consequence of Tender Offers:


Tender Offer:	Applicable; provided, however , that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or Section 9(h)(ii)(A) will apply.


Share-for-Share:	Modified Calculation Agent Adjustment


Share-for-Other:	Modified Calculation Agent Adjustment


Share-for-Combined:	Modified Calculation Agent Adjustment

Announcement Event:

If there occurs (A) an Announcement Date in respect of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein) or Tender Offer, (B) a public announcement by Issuer, any party to the relevant transaction or event or any of their affiliates of (x) any potential acquisition or disposal by Issuer and/or its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “ Transformative Transaction ”) or (y) the intention to enter into a Transformative Transaction, which, in the case of an announcement other than by Issuer, the Calculation Agent determines is reasonably likely to occur (as determined by the Calculation Agent taking into account the impact of

the relevant announcement on the market for the Shares and/or options on the Shares), (C) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertakings that may include, a Merger Event, Tender Offer or a Transformative Transaction or (D) the public announcement by Issuer, the party making the previous announcement or any of their respective affiliates of a change to a transaction or intention that is the subject of an announcement of the type described in clauses (A) through (C) (such occurrence, an “ Announcement Event ”), then on one or more occasions (in the Calculation Agent’s commercially reasonable discretion) on or prior to the earliest of the Expiration Date, Early Termination Date or other date of cancellation (the “ Announcement Event Adjustment Date ”) in respect of each Warrant, the Calculation Agent will determine the economic effect on such Warrant of the Announcement Event (regardless of whether the Announcement Event actually results in a Merger Event, Tender Offer or Transformative Transaction, and taking into account such factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period of time, including, without limitation, the period from the Announcement Event to the relevant Announcement Event Adjustment Date). If the Calculation Agent determines that such economic effect on any Warrant is material, then on the Announcement Event Adjustment Date for such Warrant, the Calculation Agent will make such adjustment(s) to the exercise, settlement, payment or any other terms of such Warrant as the Calculation Agent determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Warrant, as the case may be.


Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words

“, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, and (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof.

Nationalization, Insolvency or

Delisting:

Cancellation and Payment (Calculation Agent Determination); provided, that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:


Failure to Deliver:	Not Applicable


Insolvency Filing:	Applicable


Hedging Disruption:	Applicable; provided that:


(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the

following two phrases at the end of such Section:


(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.


Increased Cost of Hedging:	Applicable.


Loss of Stock Borrow:	Applicable.


Maximum Stock Loan Rate:	100 basis points


Increased Cost of Stock Borrow:	Applicable.


Initial Stock Loan Rate:	0 basis points until June 15, 2023, and 25 basis points after

Hedging Party:

For all applicable Additional Disruption Events, Dealer; provided, however, that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Hedging Party shall be made in good faith and in a commercially reasonable manner (it being understood that Hedging Party will be subject to the requirements of the second paragraph under “Calculation Agent” below).


Determining Party:	For all applicable Extraordinary Events, Dealer; provided, however, that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Determining Party shall be made in good faith and in a commercially reasonable manner (it being understood that Determining Party will be subject to the requirements

of the second paragraph under “Calculation Agent” below).


Non-Reliance:	Applicable.

Agreements and

Acknowledgments Regarding


Hedging Activities:	Applicable


Additional Acknowledgments:	Applicable

4. Calculation Agent . Dealer. All calculations, adjustments, specifications, choices and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes as set forth in the immediately following paragraph.

In the case of any calculation, adjustment or determination by the Hedging Party, the Determining Party or the Calculation Agent, following any written request from Company, the Hedging Party, the Determining Party or the Calculation Agent, as the case may be, shall promptly provide to Company a written explanation describing in reasonable detail the basis for such calculation, adjustment or determination (including any quotation, market data or information from internal or external sources used in making such calculation, adjustment or determination, but without disclosing any proprietary models or other information that may be proprietary or confidential). If Company promptly disputes such calculation, adjustment or determination in writing and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall, to the extent permitted by applicable law, discuss the dispute with Company in good faith.

5. Account Details .


(a)	Account for payments to Company:

Bank:

ABA#:

Acct No.:

Acct Name:


(b)	Account for payments to Dealer:

Bank:

ABA#:

Acct No.:

Beneficiary:

Ref:

Account for delivery of Shares to Dealer:

To be advised.

6. Offices .


(a)	The Office of Company for the Transaction is: Inapplicable, Company is not a Multibranch Party.


(b)	The Office of Dealer for the Transaction is: London

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England


7.	Notices .


(a)	Address for notices or communications to Company:

Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

With a copy to:

Ropes & Gray LLP

Attention: Isabel Dische, Esq. and Thomas Holden, Esq.

Telephone No: (212) 596-9000

Facsimile No: (212) 596-9090

Email: isabel.dische@ropesgray.com & thomas.holden@ropesgray.com


(b)	Address for notices or communications to Dealer:

JPMorgan Chase Bank, National Association

EDG Marketing Support

Email: edg_notices@jpmorgan.com

edg.us.flow.corporates.mo@jpmorgan.com

Facsimile No: 1-866-886-4506

8. Representations and Warranties of Company .

and are hereby deemed to be repeated to Dealer as if set forth herein; except to the extent that such representations and warranties, if not true or correct, would not have a material adverse effect on the power or ability of Company to execute and deliver this Confirmation or to perform its obligations hereunder. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:

(a)

Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

(b)

Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.

(c)

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “ Securities Act ”) or state securities laws or under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).

(d)

All corporate action has been taken by the Company to duly authorize the granting of rights to acquire a number of Shares equal to the Maximum Number of Shares (as defined below) (the “ Warrant Shares ”). The Warrant Shares have been duly authorized and, upon application of the Par Value Payment to satisfy the payment obligation of the par value of the Shares and otherwise as contemplated by the terms of the Warrants, following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights and the

Warrant Shares shall upon issuance be accepted for listing or quotation on the Exchange.


(e)	Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


(f)	Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act).


(g)	Company and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares.

(h)

No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and rules promulgated thereunder, or, the reporting or registration requirements pursuant to the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ) and the Dutch General Tax Act ( Algemene wet inzake rijksbelastingen ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.

(i)

Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million.


(j)	It is a party which is able to adhere to the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “ NFC Representation Protocol ”) as if it were a party making the NFC Representation (as such term is defined in the NFC Representation Protocol).

9. Other Provisions .


(a)	Company shall deliver to Dealer an opinion of Dutch counsel, dated as of the date hereof, with respect to the matters set forth in Sections 8(a) through (d). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.


(b)	Repurchase Notices . Company shall, on any day on which Issuer effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a

“ Repurchase Notice ”) on such day if following such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than 103,624,046 (in the case of the first such notice) or (ii) thereafter more than 2,244,158 less than the number of Shares included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “ Indemnified Person ”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

(c)

Regulation M . Company is not on the Trade Date engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Company, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Company shall not, until the second Scheduled Trading Day immediately following the Trade Date, engage in any such distribution.

(d)

No Manipulation . Company is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act or the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).

(e)

Transfer or Assignment . Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s or Issuer’s (if other than Company) consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided , however , that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under Section 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “ Excess Ownership Position ”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “ Terminated Portion ”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “ Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of

Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “ Warrant Equity Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company or Issuer, as applicable, and (B) the denominator of which is the number of Shares outstanding. The “ Share Amount ” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “ Dealer Person ”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of Shares (“ Applicable Restrictions ”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “ Applicable Share Limit ” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company or Issuer, as applicable, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company or Issuer (if other than Company) to the extent of any such performance.

(f)

Dividends . If at any time during the period from and including the Effective Date, to and including the last Expiration Date, an ex-dividend date for a cash dividend occurs with respect to the Shares (an “ Ex‑Dividend Date ”), then the Calculation Agent will adjust any of the Strike Price, Number of Warrants, Daily Number of Warrants and/or any other variable relevant to the exercise, settlement or payment of the Transaction to preserve the fair value of the Warrants to Dealer after taking into account such dividend.

(g)

Each party agrees and acknowledges that (i) J.P. Morgan Securities LLC, an affiliate of Dealer (“ JPMS ”), has acted solely as agent for Dealer (and not as agent for Company) and not as principal with respect to the Transaction and (ii) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under the Transaction. For the avoidance of doubt, any performance by Dealer of its obligations

hereunder solely to JPMS shall not relieve Dealer of such obligations. Any performance by Company of its obligations (including notice obligations) through or by means of JPMS’ agency for Dealer shall constitute good performance of Company’s obligations hereunder to Dealer.


(h)	Additional Provisions .


(i)	Amendments to the Equity Definitions:


(A)	Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence.

(B)

Section 11.2(c) of the Equity Definitions is hereby amended by (w) replacing the words “a diluting or concentrative” with “an” in the fifth line thereof, (x) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”


(C)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the word “a material”; and adding the phrase “or Warrants” at the end of the sentence.

(D)

Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.”


(E)	Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:


(x)	deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and


(y)	replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.


(F)	Section 12.9(b)(v) of the Equity Definitions is hereby amended by:


(x)	adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and


(y)	(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.

(ii)

Notwithstanding anything to the contrary in this Confirmation, upon the occurrence of one of the following events, with respect to the Transaction, (1) Dealer shall have the right to designate such event an Additional Termination Event and designate an Early Termination Date pursuant to Section 6(b) of the Agreement, (2) Company shall be deemed the sole Affected Party with respect to such Additional Termination Event and (3) the Transaction, or, at the election of Dealer in its reasonable discretion, any portion of the Transaction, shall be deemed the sole Affected Transaction; provided that if Dealer so designates an Early Termination Date with respect to a portion of the Transaction, (a) a payment shall be made pursuant to Section 6 of the Agreement as if an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the number of Warrants included in the terminated portion of the Transaction, and (b) for the avoidance of doubt, the Transaction shall remain in full force and effect except that the Number of Warrants shall be reduced by the number of Warrants included in such terminated portion:

(A)

A “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than Issuer or its subsidiaries, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the common equity of Issuer representing more than 50% of the voting power of such common equity.

(B)

Consummation of (I) any recapitalization, reclassification or change of the Shares (other than changes resulting from a subdivision or combination), as a result of which the Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (II) any share exchange, consolidation, conversion or merger of Issuer pursuant to which the Shares will be converted into cash, securities or other property; or (III) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Issuer and its subsidiaries, taken as a whole, to any person other than one of Issuer’s subsidiaries; provided ,

however , that a transaction or transactions described in this clause (B) shall not constitute an Additional Termination Event pursuant to this clause (B), if at least 90% of the consideration received or to be received by holders of the Shares, excluding cash payments for fractional Shares and cash payments made pursuant to dissenters’ appraisal rights (or any comparable rights under E.U. or foreign laws or regulations, including, but not limited to the dissenting shareholder cash compensation rights pursuant to Title 7, Section 3A of Book 2 of the Dutch Civil Code or a similar cash compensation in the case of a cross-border conversion), in connection with such transaction or transactions consists of ordinary shares, shares of common stock, American depositary receipts or other common equity interests of (1) a U.S. Entity or (2) an entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, in each case that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions, the reference property for the Shares becomes such consideration, excluding cash payments for fractional Shares. For purposes of the exception described in the immediately preceding proviso, any transaction or event described under both clause (A) above and this clause (B) will be evaluated solely under this clause (B).

(C)

Default by Wright Medical Group, Inc. (“ Wright ”) or Company or any of Company’s other subsidiaries with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $25 million in the aggregate of Wright, Company and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being accelerated and declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable (after the expiration of any applicable grace period) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise.


(D)	Certain events of bankruptcy, insolvency, or reorganization of Wright, the Company or any of the Company’s other significant subsidiaries as defined in Article 1, Rule 1‑02 of Regulation S‑X.


(E)	Dealer, despite using commercially reasonable efforts, is unable or reasonably determines that it is impractical or illegal, to hedge its

exposure with respect to the Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer).

(F)

On any day during the period from and including the date hereof, to and including the final Expiration Date, (I) the Notional Unwind Shares (as defined below) as of such day exceeds a number of Shares equal to 90.0% of the Par Value Delivery Number (as of the date of such determination), or (II) Company or any of its controlled affiliates makes a public announcement of any transaction or event that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Notional Unwind Shares immediately following the consummation of such transaction or the occurrence of such event to exceed a number of Shares equal to 90.0% of the Par Value Delivery Number (as of the date of such determination). The “ Notional Unwind Shares ” as of any day is a number of Shares equal to (1) the amount that would be payable pursuant to Section 6 of the Agreement (determined as of such day as if an Early Termination Date had been designated in respect of the Transaction and as if the Company were the sole Affected Party and the Transaction were the sole Affected Transaction), divided by (2) the Settlement Price (determined as if such day were a Valuation Date). “ Par Value Delivery Number ” means a number of Shares equal to (i) the Par Value Payment (as defined in Section 9(z) below) divided by (ii) the par value per Share.

(i)

No Collateral or Setoff . Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Company hereunder are not secured by any collateral. Obligations under the Transaction shall not be set off by either party against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise. For the avoidance of doubt, in the event of bankruptcy or liquidation of either Company or Dealer, neither party shall have the right to set off any obligation that it may have to the other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.


(j)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events .


(i)	If, in respect of the Transaction, an amount is payable by Company to Dealer, (A) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or (B) pursuant to Section 6(d)(ii) of the Agreement (any such amount, a

“ Payment Obligation ”), Company shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Company gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Company represents to Dealer that each of Company and its affiliates is not, as of the date of such election, in possession of any material non-public information with respect to Company or the Shares and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

Share Termination

Alternative:

If applicable, Company shall deliver to Dealer the Share Termination Delivery Property on the date (the “ Share Termination Payment Date ”) on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, subject to Section 9(k)(i) below, in satisfaction, subject to Section 9(k)(ii) below, of the relevant Payment Obligation, in the manner reasonably requested by Dealer free of payment (other than, for the avoidance of doubt, the Par Value Payment pursuant to Section 9(z)).

Share Termination Delivery

Property:

A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the relevant Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the amount of Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price (without giving effect to any discount pursuant to Section 9(k)(i)).

Share Termination Unit

Price:

The value to Dealer of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means. In the case of a Private Placement of Share Termination Delivery Units that are Restricted Shares (as defined below), as set forth in Section 9(k)(i) below, the Share Termination Unit Price shall be determined by the discounted price applicable to such Share Termination Delivery Units. In the case of a Registration Settlement of Share Termination Delivery Units that are Restricted Shares (as defined below) as set forth in Section 9(k)(ii) below, notwithstanding the foregoing, the Share Termination Unit Price shall be the Settlement Price on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable. The Calculation Agent shall notify Company of the Share Termination Unit Price at the time of notification of such Payment Obligation to Company or, if applicable, at the time the discounted price applicable to the relevant Share Termination Units is determined pursuant to Section 9(k)(i).

Share Termination Delivery

Unit:

One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “ Exchange Property ”), a unit consisting of the type and amount of Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such

Nationalization, Insolvency or Merger Event. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.


Failure to Deliver:	Inapplicable

Other applicable

provisions:

If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.11 and 9.12 (as modified above) of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.

(k)

Registration/Private Placement Procedures . If, in the reasonable opinion of Dealer, following any delivery of Shares or Share Termination Delivery Property to Dealer hereunder, such Shares or Share Termination Delivery Property would be in the hands of Dealer subject to any applicable restrictions with respect to any registration or qualification requirement or prospectus delivery requirement for such Shares or Share Termination Delivery Property pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such Shares or Share Termination Delivery Property being “restricted securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares or Share Termination Delivery Property being subject to paragraph (c) of Rule 145 under the Securities Act) (such Shares or Share Termination Delivery Property, “ Restricted Shares ”), then delivery of such Restricted Shares shall be effected pursuant to either clause (i) or (ii) below at the election of Company, unless Dealer waives the need for registration/private placement procedures set forth in (i) and (ii) below. Notwithstanding the foregoing, solely in respect of any Daily Number of Warrants exercised or deemed exercised on any Expiration Date, Company shall elect, prior to the first Settlement Date for the first applicable Expiration Date, a Private Placement Settlement or Registration Settlement for all deliveries of Restricted Shares for all such Expiration Dates which election shall be applicable to all remaining Settlement Dates for such Warrants and the procedures in clause (i) or clause (ii) below shall apply for all such delivered Restricted Shares on an aggregate basis commencing after the final Settlement Date for such Warrants. The Calculation

Agent shall make reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement or Registration Settlement for such aggregate Restricted Shares delivered hereunder.

(i)

If Company elects to settle the Transaction pursuant to this clause (i) (a “ Private Placement Settlement ”), then delivery of Restricted Shares by Company shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Company may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Company to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). In addition to, and without limitation of, the other requirements set forth in this Section 9(k)(i), the Issuer will use its best efforts to provide that the Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements, all commercially reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall determine the appropriate discount to the Share Termination Unit Price (in the case of settlement of Share Termination Delivery Units pursuant to Section 9(j) above) or any Settlement Price (in the case of settlement of Shares pursuant to Section 2 above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Dealer hereunder. Notwithstanding anything to the contrary in the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Exchange Business Day following notice by Dealer to Company, of such applicable discount and the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the Share Termination Payment Date (in the case of settlement of Share Termination Delivery Units pursuant to Section 9(j) above) or on the Settlement Date for such Restricted Shares (in the case of settlement in Shares pursuant to Section 2 above).

(ii)

procedures, including covenants, conditions, representations, underwriting discounts (if applicable), commissions (if applicable), indemnities due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements, all reasonably acceptable to Dealer. If Dealer, in its reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement during a period (the “ Resale Period ”) commencing on the Exchange Business Day following delivery of such Restricted Shares (which, for the avoidance of doubt, shall be (x) the Share Termination Payment Date in case of settlement in Share Termination Delivery Units pursuant to Section 9(j) above or (y) the Settlement Date in respect of the final Expiration Date for all Daily Number of Warrants) and ending on the earliest of (i) the Exchange Business Day on which Dealer completes the sale of all Restricted Shares or, in the case of settlement of Share Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of such sales equals or exceeds the Payment Obligation (as defined above), (ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in force) or Rule 145(d)(2) (or any similar provision then in force) under the Securities Act and (iii) the date upon which all Restricted Shares may be sold or transferred by a non-affiliate pursuant to Rule 144 (or any similar provision then in force) or Rule 145(d)(2) (or any similar provision then in force) under the Securities Act. If the Payment Obligation exceeds the realized net proceeds from such resale, Company shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Business Day immediately following such resale the amount of such excess (the “ Additional Amount ”) in cash or in a number of Shares (“ Make-whole Shares ”) in an amount that, based on the Settlement Price on such day (as if such day was the “Valuation Date” for purposes of computing such Settlement Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Company elects to pay the Additional Amount in Shares, the requirements and provisions for Registration Settlement shall apply. This provision shall be applied successively until the Additional Amount is equal to zero. In no event shall Company deliver a number of Restricted Shares greater than the Maximum Number of Shares.

(iii)

or requirements from such Restricted Shares upon request by Dealer (or such affiliate of Dealer) to Issuer or such transfer agent, without any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 under the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court change after the Trade Date, the agreements of Company herein shall be deemed modified to the extent necessary, in the opinion of outside counsel of Issuer, to comply with Rule 144 under the Securities Act, as in effect at the time of delivery of the relevant Shares or Share Termination Delivery Property.


(iv)	If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i) or (ii), as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall constitute an Event of Default with respect to which Company shall be the Defaulting Party.

(l)

Limit on Beneficial Ownership . Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit.

(m)

Share Deliveries . Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.


(n)	Waiver of Jury Trial . Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other

party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(o)

Tax Disclosure . Effective from the date of commencement of discussions concerning the Transaction, Company and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Company relating to such tax treatment and tax structure.


(p)	Maximum Share Delivery .


(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will Company at any time be required to issue a number of Shares greater than two times the Number of Warrants (the “ Maximum Number of Shares ”) to Dealer in connection with the Transaction, subject to the provisions regarding Deficit Shares in Section 9(p)(ii).

(ii)

In the event Company shall not have issued to Dealer the full number of Shares or Restricted Shares otherwise to be issued by Issuer to Dealer pursuant to the terms of the Transaction because Company has insufficient authorized capital to issue the full number of Shares or Restricted Shares (such deficit, the “ Deficit Shares ”), Company shall be continually obligated to transfer, from time to time, Shares or Restricted Shares, as the case may be, to Dealer until the full number of Deficit Shares have been transferred pursuant to this Section 9(p)(ii), when, and to the extent that Shares are repurchased, acquired or otherwise received by Company or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), provided that in no event shall Company transfer any Shares or Restricted Shares to Dealer pursuant to this Section 9(p)(ii) to the extent that such transfer would cause the aggregate number of Shares and Restricted Shares transferred to Dealer to exceed the Maximum Number of Shares. Company shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares that are repurchased, acquired or otherwise received by Company or any of its subsidiaries after the Trade Date and the corresponding number of Shares or Restricted Shares, as the case may be, to be transferred) and promptly transfer such Shares or Restricted Shares, as the case may be, thereafter.

(iii)

Issuer and (z) Announcement Events that are not outside the Issuer’s control. Any Payment Obligation hereunder shall be calculated without regard to the Maximum Number of Shares; provided that, for the avoidance of doubt, the number of Shares deliverable under Section 9(j) shall be limited to the Maximum Number of Shares.

(q)

Right to Extend . Dealer may postpone or add, in whole or in part, any Expiration Date or any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Daily Number of Warrants with respect to one or more Expiration Dates) if Dealer determines, in good faith and in its commercially reasonable judgment, that such extension is reasonably necessary or appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect transactions with respect to Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that no such Expiration Date or other date of valuation or delivery may be postponed or added more than 120 Exchange Business Days after the original Exercise Date or other date of valuation, payment or delivery, as the case may be.

(r)

Status of Claims in Bankruptcy . Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Company with respect to the Transaction that are senior to the claims of shareholders of Company in any bankruptcy proceedings of Company; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Company of its obligations and agreements with respect to the Transaction other than during any such bankruptcy proceedings; provided further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the Transaction.

(s)


(t)	Wall Street Transparency and Accountability Act . In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“ WSTAA ”), the parties hereby agree that neither the enactment of WSTAA or any regulation under

the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as defined in the Agreement)).

(u)

Agreements and Acknowledgements Regarding Hedging . Company understands, acknowledges and agrees that: (A) at any time on and prior to the last Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Prices, each in a manner that may be adverse to Company.

(v)

Early Unwind . In the event the exchange and sale of the “New Notes” (as defined in the Placement Agency Agreement) is not consummated with the Placement Agent for any reason by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “ Early Unwind Date ”), the Transaction shall automatically terminate (the “ Early Unwind ”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Company represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

(w)

Payment by Dealer . In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

(x)

Designation by Deale r. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company or Issuer, as applicable, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

(y)

Non-US Merger Transactions . Issuer shall not enter into or consummate any Non-US Merger Transaction unless the successor Issuer immediately following such Non-US Merger Transaction repeats to Dealer immediately following such Non-US Merger Transaction the representations and warranties set forth in Sections 8(a), 8(b), 8(c) and 8(d) of this Confirmation (as if references therein to (i) “execute, deliver” were replaced with “assume”, (ii) “execution, delivery” and “execution and delivery” were replaced with “assumption” and (iii) “executed and delivered” were replaced with “assumed”). “ Non-US Merger Transaction ” means any Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (y) the Issuer following such Merger Event, reincorporation of Issuer or corporate inversion of Issuer is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia.

Notwithstanding anything to the contrary in this Confirmation if (1) Issuer enters into or consummates any Non-US Merger Transaction pursuant to which Issuer following such Non-US Merger Transaction is organized under the laws of a jurisdiction other than the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, (2) Company ceases to be Issuer or a wholly owned subsidiary of Issuer whose obligations under the Transaction are fully and unconditionally guaranteed by the Issuer or (3) Issuer enters into or consummates any Non-US Merger Transaction and does not comply with the requirements of the immediately previous paragraph of this Section 9(y), then, in any such case of clauses (1), (2) or (3) such transaction or event shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Company shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

proceeds of any such transaction(s) or asset(s) (each of the events described in clause (x) and clause (y) above, a “ Non-US Merger Event ”), then, in either case, Dealer shall give notice to Company of such Non-US Merger Event. Concurrently with delivering such notice, Dealer shall give notice to Company of a Price Adjustment that Dealer reasonably and in good faith determines appropriate to account for the economic effect on the Transaction of such Non-US Merger Event (unless Dealer determines that no Price Adjustment will produce a commercially reasonably result, in which case Dealer shall so notify Company). Unless Dealer determines in good faith that no Price Adjustment will produce a commercially reasonably result, within one Scheduled Trading Day of receipt of such notice, Company shall notify Dealer that it elects to (A) agree to amend the Transaction to take into account such Price Adjustment or (B) pay Dealer an amount determined by Dealer that corresponds to such Price Adjustment (and, in each case, Company shall repeat the representation set forth in Section 8(g) of this Confirmation (which representation is confirmed to Dealer in writing by Issuer, if other than Company) as of the date of such election). If Company fails to give such notice to Dealer of its election in accordance with the foregoing by the end of that first Scheduled Trading Day, or if Dealer determines that no Price Adjustment will produce a commercially reasonably result, then such failure or such determination, as the case may be, shall constitute an Additional Termination Event applicable to the Transaction (it being understood that in the case of a Non-US Merger Event solely pursuant to clause (x) of the definition thereof, such determination shall constitute an Additional Termination Event only if the relevant adverse effect may have a material impact on Dealer’s rights and obligations under the Transaction, as determined by Dealer in good faith) and, with respect to such Additional Termination Event, (1) Company shall be deemed to be the sole Affected Party, (2) the Transaction shall be the sole Affected Transaction and (3) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

For the avoidance of doubt, the parties hereto agree and acknowledge that (I) the occurrence of an Non-US Merger Event shall not preclude the occurrence of one or more additional, subsequent Non-US Merger Events and (II) if a Non-US Merger Event occurs, Dealer will determine, in its sole discretion, whether to exercise its rights under the provisions of this Section 9(y) and/or the rights and remedies of Dealer and its affiliates under any other provision of this Confirmation, the Equity Definitions and the Agreement.

Upon Company’s request prior to the consummation of any Non-US Merger Transaction, Dealer will provide Company with a good faith estimate of an indicative, non-binding price at which Dealer would effect a transfer or assignment of the Warrants to a third party corporate equity derivatives dealer as of the date of such indicative, non-binding price (it being understood that such indicative, non-binding price will not in any way commit Dealer to effecting such a transfer or assignment, whether at such price or at any price, and that any such transfer or assignment will be effected by Dealer in its sole discretion on pricing and other terms acceptable to Dealer, including with respect to Dealer’s Hedge Positions with respect to the Warrants and any applicable legal, regulatory or self-regulatory requirements, or

with related policies and procedures applicable to Dealer). In addition, upon Company’s request prior to the consummation of any Non-US Merger Transaction in which Company sets forth in reasonable detail the terms of such Non-US Merger Transaction and any Non-US Merger Event that Company believes may apply in connection therewith, Dealer will provide Company with a good faith estimate of an indicative, non-binding Price Adjustment, if any, that Dealer determines at such time would account for the economic effect on the Transaction of such Non-US Merger Transaction and Non-US Merger Event, if any, based on information related thereto provided to Dealer by the Company (it being understood that such indicative, non-binding Price Adjustment will not in any way limit or alter Dealer’s adjustment or other rights in respect of the Warrants with respect to such Non-US Merger Transaction or Non-US Merger Event or any events or circumstances arising in connection therewith); provided that, Dealer will not be required to provide any such Price Adjustment if Dealer determines, in good faith, that it would not be practicable to do so using reasonable efforts and/or it would not be advisable to do so with respect to any applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer. Company agrees to pay the reasonable and documented fees and expenses of legal counsel to Dealer (which may include, without limitation, special counsel in connection with certain matters under the law of any applicable foreign jurisdiction) in connection with any such indicative, non-binding price or Price Adjustment, as applicable, and any determinations in connection therewith, at such times, and from time to time, as requested by Dealer.

(z)

Par Value Payment . Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR 364,110 (the “ Initial Par Value Payment ”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment ( volstorting ) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares. (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would,

upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “ Initial Maximum Number of Shares ”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “ Par Value Payment ”). For the avoidance of doubt, and without limitation of any payment or settlement obligation that Company may otherwise have under this Confirmation or in respect of the Warrants, the Company is not required to return to Dealer the portion of the Par Value Payment corresponding to any Warrants that expire on the relevant Expiration Date without being exercised or are early terminated and in respect of which no Shares are otherwise deliverable to Dealer.

(aa)

Certain Adjustments. Notwithstanding anything to the contrary in the Confirmation, if Dealer or the Calculation Agent is required to calculate any payment under Section 6(e) of the Agreement or Sections 12.7 or 12.8 of the Equity Definitions, in each case, with respect to a Merger Termination Event, then Dealer or the Calculation Agent, as applicable, will make such calculation based on a volatility input that is equal to the Relevant Volatility Input.

“ Merger Termination Event ” means that the Transaction (or a portion of the Transaction) is terminated or cancelled both (i) as a result of (x) a Merger Event, (y) an Additional Termination Event pursuant to Section 9(h)(ii)(A) or 9(h)(ii)(B) of the Confirmation or (z) an Additional Disruption Event arising as a result of a Merger Event and (ii) as a result of the same event as any over-the-counter equity option transaction (or portion of such a transaction) to which Dealer is a party and to which Company (or a wholly-owned subsidiary of Company) is party relating to the Shares (such equity option transactions, “ Relevant Positions ”) and under which Dealer is also required to determine a volatility input is terminated, in each case, as determined by Dealer in good faith and commercially reasonably.

reasonable Hedge Positions with respect to the Transaction, in each case, as determined by Dealer in good faith and a commercially reasonable manner; provided that, if (i) Dealer (whether in its capacity as “Calculation Agent”, “Determining Party”, “Hedging Party” or otherwise) is required to determine a volatility input under any Relevant Positions and (ii) Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no greater than such volatility input for such Relevant Positions. For the avoidance of doubt, a Relevant Volatility Input that is equal to the volatility input for any Relevant Positions shall, in no event, be deemed to be commercially unreasonable.


(ab)	Taxes.

(i)

“Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “ FATCA Withholding Tax ”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.


(ii)	Dealer and Company hereby agree that the Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and the Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.


(ac)	The Company acknowledges that it has not been solicited by Dealer, or any person acting on behalf of the Dealer, to enter into this Transaction but rather it has independently approached the Dealer, through the Company’s advisor, and invited the Dealer to bid competitively for this Transaction.

(ad)

2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol . The parties agree that terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“ Protocol ”) apply to the Agreement as if the parties had adhered to the Protocol without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this Section (and references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this

Amendment”, (iii) references to “Protocol Covered Agreement” shall be deemed to be references to the Agreement (and “each Protocol Covered Agreement” shall be read accordingly), (iv) references to “Implementation Date” shall be deemed to be references to the date of this Amendment, and (v) the term “the parties” shall be construed as referring to Dealer and the Company. For the purposes of this Section:


(i)	Dealer is a Portfolio Data Sending Entity and the Company is a Portfolio Data Receiving entity;


(ii)	The Local Business Days for such purposes in relation to Dealer are London and in relation to Company are New York and Amsterdam;


(iii)	The provisions in this section shall survive the termination of the Transaction; and


(iv)	The following are the applicable email addresses.

Portfolio Data: Dealer: edg_notices@jpmorgan.com

Company: james.lightman@wright.com

Notice of discrepancy: Dealer: edg_notices@jpmorgan.com

Company: james.lightman@wright.com

Dispute Notice: Dealer: edg_notices@jpmorgan.com

Company: james.lightman@wright.com

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning by email to Dealer.

Very truly yours,

J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association

By: /s/ Kevin Cheng

Authorized Signatory

Name: Kevin Cheng

Accepted and confirmed

as of the Trade Date:

WRIGHT MEDICAL GROUP N.V.

By: /s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

Exhibit 10.7

EXECUTION VERSION

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036


Attn:	Robert Stewart, Assistant General Counsel


Telephone:	646-855-0711


Facsimile:	646-822-5618

June 20, 2018


To:	Wright Medical Group N.V. \| Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: + 31 20 675 4002

Email: james.lightman@wright.com


Re:	Warrants

The purpose of this letter agreement (this “ Confirmation ”) is to confirm the terms and conditions of the Warrants issued by Wright Medical Group N.V. (“ Company ”) to Bank of America, N.A. (“ Dealer ”) as of the Trade Date specified below (the “ Transaction ”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements with respect to the Transaction and serve as the final documentation for the Transaction.

1. This Confirmation evidences a complete and binding agreement between Dealer and Company as to the terms of the Transaction to which this Confirmation relates. This Confirmation

shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ Agreement ”) as if Dealer and Company had executed an agreement in such form (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine), and (ii) the election of US Dollars (“ USD ”) as the Termination Currency) on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. The parties acknowledge that the Transaction to which this Confirmation relates is not governed by, and shall not be treated as a transaction under, any other ISDA Master Agreement entered between the parties from time to time.

General Terms .


Trade Date:	June 20, 2018


Effective Date:	The third Exchange Business Day immediately prior to the Premium Payment Date


Warrants:	Equity call warrants, each giving the holder the right to purchase a number of Shares equal to the Warrant Entitlement at a price per Share equal to the Strike Price, subject to the terms set forth under the caption “Settlement Terms” below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference to a Call Option.


Warrant Style:	European


Seller:	Company


Buyer:	Dealer


Shares:	The ordinary shares of Company, par value 0.03 Euros per share (Exchange symbol “WMGI”).


Number of Warrants:	14,159,833. For the avoidance of doubt, the Number of Warrants shall be reduced by any Warrants exercised or deemed exercised hereunder. In no event will the Number of Warrants be less than zero.


Warrant Entitlement:	One Share per Warrant


Strike Price:	USD 40.8600


Premium:	USD 71,489,250.00 in the aggregate (the “ Aggregate Premium Amount ”), to be paid by Dealer to Company on the Premium Payment Date as follows:

(i) EUR 849,590; and


Premium Payment Date:	June 28, 2018


Exchange:	The NASDAQ Global Select Market


Related Exchange(s):	All Exchanges

Procedures for Exercise .


Expiration Time:	The Valuation Time

Expiration Dates:


First Expiration Date:	September 15, 2023, (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.


Daily Number of Warrants:	For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Dates”.


Automatic Exercise:	Applicable; and means that for each Expiration Date, a number of Warrants equal to the Daily Number of Warrants for such Expiration Date will be deemed to be automatically exercised at the Expiration Time on such Expiration Date.


Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof.

Valuation Terms .


Valuation Time:	Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent

shall determine the Valuation Time in good faith and in its reasonable discretion.


Valuation Date:	Each Exercise Date.

Settlement Terms .


Settlement Method:	Net Share Settlement.

Net Share Settlement:


Share Delivery Quantity:	For any Settlement Date, a number of Shares (rounded down to the nearest whole Share), as calculated by the Calculation Agent, equal to the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price on the Valuation Date for such Settlement Date.


Net Share Settlement Amount:	For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

Settlement Price:


Settlement Dates:	As determined pursuant to Section 9.4 of the Equity Definitions, subject to Section 9(k)(i) hereof.

Other Applicable Provisions:


Representation and Agreement:	Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Dealer may be, upon delivery, subject to restrictions and limitations arising from Company’s status as issuer of the Shares under applicable securities laws.

3. Additional Terms applicable to the Transaction .

Adjustments applicable to the Transaction:

Method of Adjustment:

this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.

Extraordinary Events applicable to the Transaction:

New Shares:

Consequence of Merger Events:


Merger Event:	Applicable; provided, however , that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(B) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the

provisions of Section 12.2 of the Equity Definitions or Section 9(h)(ii)(B) will apply.


Share-for-Share:	Modified Calculation Agent Adjustment


Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)


Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination) for all or any portion of the Transaction.

Consequence of Tender Offers:


Tender Offer:	Applicable; provided, however , that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or Section 9(h)(ii)(A) will apply.


Share-for-Share:	Modified Calculation Agent Adjustment


Share-for-Other:	Modified Calculation Agent Adjustment


Share-for-Combined:	Modified Calculation Agent Adjustment

Announcement Event:


Announcement Date:	The definition of “Announcement Date” in Section 12.1 of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words

Nationalization, Insolvency or

Delisting:

Additional Disruption Events:

Change in Law:


Failure to Deliver:	Not Applicable


Insolvency Filing:	Applicable


Hedging Disruption:	Applicable; provided that:


(i)	Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the

following two phrases at the end of such Section:


(ii)	Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.


Increased Cost of Hedging:	Applicable.


Loss of Stock Borrow:	Applicable.


Maximum Stock Loan Rate:	100 basis points


Increased Cost of Stock Borrow:	Applicable.


Initial Stock Loan Rate:	0 basis points until June 15, 2023, and 25 basis points after

Hedging Party:

For all applicable Additional Disruption Events, Dealer; provided, however, that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Hedging Party shall be made in good faith and in a commercially reasonable manner (it being understood that Hedging Party will be subject to the requirements of the second paragraph under “Calculation Agent” below).


Determining Party:	For all applicable Extraordinary Events, Dealer; provided, however, that all calculations, adjustments, specifications, choices and determinations by Dealer acting in its capacity as the Determining Party shall be made in good faith and in a commercially reasonable manner (it being understood that Determining Party will be subject to the requirements

of the second paragraph under “Calculation Agent” below).


Non-Reliance:	Applicable.

Agreements and

Acknowledgments Regarding


Hedging Activities:	Applicable


Additional Acknowledgments:	Applicable

5. Account Details .


(a)	Account for payments to Company:

Bank:

ABA#:

Acct No.:

Acct Name:


(b)	Account for payments to Dealer:

SWIFT:

Bank Routing:

Account Name:

Account No. :

Account for delivery of Shares to Dealer:

To be advised.

6. Offices .


(a)	The Office of Company for the Transaction is: Inapplicable, Company is not a Multibranch Party.


(b)	The Office of Dealer for the Transaction is: New York

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036

7. Notices .


(a)	Address for notices or communications to Company:

Wright Medical Group N.V. | Legal

Attention: James Lightman Sr. Vice President, General Counsel and Secretary

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

Telephone No.: +31 20 675 4002

Email: james.lightman@wright.com

With a copy to:

Ropes & Gray LLP

Attention: Isabel Dische, Esq. and Thomas Holden, Esq.

Telephone No: (212) 596-9000

Facsimile No: (212) 596-9090

Email: isabel.dische@ropesgray.com & thomas.holden@ropesgray.com


(b)	Address for notices or communications to Dealer:

Bank of America, N.A.

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036


Attn:	Robert Stewart, Assistant General Counsel


Telephone:	646-855-0711


Facsimile:	646-822-5618

8. Representations and Warranties of Company .

Each of the representations and warranties of Company set forth in Section 6 of the Placement Agency Agreement (the “ Placement Agency Agreement ”), dated as of June 20, 2018, between Company, as guarantor, Wright Medical Group, Inc., as the company, and J. Wood Capital Advisors, LLC, as Placement Agent (the “ Placement Agent ”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein; except to the extent that such representations and warranties, if not true or correct, would not have a material adverse effect on the power or ability of Company to execute and deliver this Confirmation or to perform its obligations hereunder. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:

(a)

(b)

(c)

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “ Securities Act ”) or state securities laws or under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


(d)	All corporate action has been taken by the Company to duly authorize the granting of rights to acquire a number of Shares equal to the Maximum Number of Shares (as defined below) (the “ Warrant Shares ”). The Warrant Shares have been duly authorized and, upon application of the Par Value Payment to satisfy the payment

obligation of the par value of the Shares and otherwise as contemplated by the terms of the Warrants, following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights and the Warrant Shares shall upon issuance be accepted for listing or quotation on the Exchange.


(e)	Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


(f)	Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act).


(g)	Company and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares.

(h)

(i)


(j)	It is a party which is able to adhere to the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “ NFC Representation Protocol ”) as if it were a party making the NFC Representation (as such term is defined in the NFC Representation Protocol).

9. Other Provisions .


(a)	Company shall deliver to Dealer an opinion of Dutch counsel, dated as of the date hereof, with respect to the matters set forth in Sections 8(a) through (d). Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section

2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

(b)

Repurchase Notices . Company shall, on any day on which Issuer effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “ Repurchase Notice ”) on such day if following such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than 103,624,046 (in the case of the first such notice) or (ii) thereafter more than 2,244,158 million less than the number of Shares included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “ Indemnified Person ”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at

law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction.

(c)

(d)

(e)

Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “ Warrant Equity Percentage ” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company or Issuer, as applicable, and (B) the denominator of which is the number of Shares outstanding. The “ Share Amount ” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “ Dealer Person ”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Issuer that are, in each case, applicable to ownership of Shares (“ Applicable Restrictions ”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “ Applicable Share Limit ” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company or Issuer, as applicable, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company or Issuer (if other than Company) to the extent of any such performance.

(f)


(g)	Reserved


(h)	Additional Provisions .


(i)	Amendments to the Equity Definitions:


(A)	Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence.

(B)


(C)	Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the word “a material”; and adding the phrase “or Warrants” at the end of the sentence.

(D)


(E)	Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:


(x)	deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and


(y)	replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.


(F)	Section 12.9(b)(v) of the Equity Definitions is hereby amended by:


(x)	adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and


(y)	(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.

(ii)

(A)

(B)

fractional Shares and cash payments made pursuant to dissenters’ appraisal rights (or any comparable rights under E.U. or foreign laws or regulations, including, but not limited to the dissenting shareholder cash compensation rights pursuant to Title 7, Section 3A of Book 2 of the Dutch Civil Code or a similar cash compensation in the case of a cross-border conversion), in connection with such transaction or transactions consists of ordinary shares, shares of common stock, American depositary receipts or other common equity interests of (1) a U.S. Entity or (2) an entity treated as a corporation for U.S. federal income tax purposes organized and existing under the laws of the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom, in each case that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions, the reference property for the Shares becomes such consideration, excluding cash payments for fractional Shares. For purposes of the exception described in the immediately preceding proviso, any transaction or event described under both clause (A) above and this clause (B) will be evaluated solely under this clause (B).

(C)


(D)	Certain events of bankruptcy, insolvency, or reorganization of Wright, the Company or any of the Company’s other significant subsidiaries as defined in Article 1, Rule 1‑02 of Regulation S‑X.


(E)	Dealer, despite using commercially reasonable efforts, is unable or reasonably determines that it is impractical or illegal, to hedge its exposure with respect to the Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and

procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer).

(F)

(i)


(j)	Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events .

(i)

If, in respect of the Transaction, an amount is payable by Company to Dealer, (A) pursuant to Section 12.7 or Section 12.9 of the Equity Definitions or (B) pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “ Payment Obligation ”), Company shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Company gives irrevocable telephonic notice to Dealer, confirmed in writing within

one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Company represents to Dealer that each of Company and its affiliates is not, as of the date of such election, in possession of any material non-public information with respect to Company or the Shares and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply.

Share Termination

Alternative:

Share Termination Delivery

Property:

Share Termination Unit


Price:	The value to Dealer of property contained in one Share Termination Delivery Unit on the

date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means. In the case of a Private Placement of Share Termination Delivery Units that are Restricted Shares (as defined below), as set forth in Section 9(k)(i) below, the Share Termination Unit Price shall be determined by the discounted price applicable to such Share Termination Delivery Units. In the case of a Registration Settlement of Share Termination Delivery Units that are Restricted Shares (as defined below) as set forth in Section 9(k)(ii) below, notwithstanding the foregoing, the Share Termination Unit Price shall be the Settlement Price on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable. The Calculation Agent shall notify Company of the Share Termination Unit Price at the time of notification of such Payment Obligation to Company or, if applicable, at the time the discounted price applicable to the relevant Share Termination Units is determined pursuant to Section 9(k)(i).

Share Termination Delivery

Unit:

One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “ Exchange Property ”), a unit consisting of the type and amount of Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event. If such Nationalization, Insolvency or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be

deemed to have elected to receive the maximum possible amount of cash.


Failure to Deliver:	Inapplicable

Other applicable

provisions:

(k)

(i)

(ii)

If Company elects to settle the Transaction pursuant to this clause (ii) (a “ Registration Settlement ”), then Issuer shall promptly (but in any event no later than the beginning of the Resale Period) file and use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding registration statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares in accordance with customary resale registration procedures, including covenants, conditions, representations, underwriting discounts (if applicable), commissions (if applicable), indemnities due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements, all reasonably

acceptable to Dealer. If Dealer, in its reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement during a period (the “ Resale Period ”) commencing on the Exchange Business Day following delivery of such Restricted Shares (which, for the avoidance of doubt, shall be (x) the Share Termination Payment Date in case of settlement in Share Termination Delivery Units pursuant to Section 9(j) above or (y) the Settlement Date in respect of the final Expiration Date for all Daily Number of Warrants) and ending on the earliest of (i) the Exchange Business Day on which Dealer completes the sale of all Restricted Shares or, in the case of settlement of Share Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of such sales equals or exceeds the Payment Obligation (as defined above), (ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in force) or Rule 145(d)(2) (or any similar provision then in force) under the Securities Act and (iii) the date upon which all Restricted Shares may be sold or transferred by a non-affiliate pursuant to Rule 144 (or any similar provision then in force) or Rule 145(d)(2) (or any similar provision then in force) under the Securities Act. If the Payment Obligation exceeds the realized net proceeds from such resale, Company shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Business Day immediately following such resale the amount of such excess (the “ Additional Amount ”) in cash or in a number of Shares (“ Make-whole Shares ”) in an amount that, based on the Settlement Price on such day (as if such day was the “Valuation Date” for purposes of computing such Settlement Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Company elects to pay the Additional Amount in Shares, the requirements and provisions for Registration Settlement shall apply. This provision shall be applied successively until the Additional Amount is equal to zero. In no event shall Company deliver a number of Restricted Shares greater than the Maximum Number of Shares.

(iii)

Without limiting the generality of the foregoing, Company agrees that (A) any Restricted Shares delivered to Dealer may be transferred by and among Dealer and its affiliates and Issuer shall effect such transfer without any further action by Dealer and (B) after the period of 6 months from the Trade Date (or 1 year from the Trade Date if, at such time, informational requirements of Rule 144(c) under the Securities Act are not satisfied with respect to Issuer) has elapsed in respect of any Restricted Shares delivered to Dealer, Issuer shall promptly remove, or cause the transfer agent for such Restricted Shares to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon request by Dealer (or such affiliate of Dealer) to Issuer or such transfer agent, without any requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any

other amount or any other action by Dealer (or such affiliate of Dealer). Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 under the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court change after the Trade Date, the agreements of Company herein shall be deemed modified to the extent necessary, in the opinion of outside counsel of Issuer, to comply with Rule 144 under the Securities Act, as in effect at the time of delivery of the relevant Shares or Share Termination Delivery Property.


(iv)	If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i) or (ii), as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall constitute an Event of Default with respect to which Company shall be the Defaulting Party.

(l)

(m)

(n)

Waiver of Jury Trial . Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(o)


(p)	Maximum Share Delivery .


(i)	Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will Company at any time be required to issue a number of Shares greater than two times the Number of Warrants (the “ Maximum Number of Shares ”) to Dealer in connection with the Transaction, subject to the provisions regarding Deficit Shares in Section 9(p)(ii).

(ii)

(iii)

The Maximum Number of Shares shall only be subject to adjustment on account of (w) adjustments of the type specified in Section 9(f), (x) Potential Adjustment Events of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuer’s control, (y) Merger Events or Tender Offers requiring corporate action of the Issuer and (z) Announcement Events that are not outside the Issuer’s control. Any Payment Obligation hereunder shall be calculated without regard to the Maximum Number of Shares; provided that, for the avoidance of doubt, the

number of Shares deliverable under Section 9(j) shall be limited to the Maximum Number of Shares.

(q)

(r)

(s)

(t)

Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as defined in the Agreement)).

(u)

(v)

(w)


(x)	Designation by Deale r. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company or Issuer, as applicable, Dealer may

designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

(y)

delivering such notice, Dealer shall give notice to Company of a Price Adjustment that Dealer reasonably and in good faith determines appropriate to account for the economic effect on the Transaction of such Non-US Merger Event (unless Dealer determines that no Price Adjustment will produce a commercially reasonably result, in which case Dealer shall so notify Company). Unless Dealer determines in good faith that no Price Adjustment will produce a commercially reasonably result, within one Scheduled Trading Day of receipt of such notice, Company shall notify Dealer that it elects to (A) agree to amend the Transaction to take into account such Price Adjustment or (B) pay Dealer an amount determined by Dealer that corresponds to such Price Adjustment (and, in each case, Company shall repeat the representation set forth in Section 8(g) of this Confirmation (which representation is confirmed to Dealer in writing by Issuer, if other than Company) as of the date of such election). If Company fails to give such notice to Dealer of its election in accordance with the foregoing by the end of that first Scheduled Trading Day, or if Dealer determines that no Price Adjustment will produce a commercially reasonably result, then such failure or such determination, as the case may be, shall constitute an Additional Termination Event applicable to the Transaction (it being understood that in the case of a Non-US Merger Event solely pursuant to clause (x) of the definition thereof, such determination shall constitute an Additional Termination Event only if the relevant adverse effect may have a material impact on Dealer’s rights and obligations under the Transaction, as determined by Dealer in good faith) and, with respect to such Additional Termination Event, (1) Company shall be deemed to be the sole Affected Party, (2) the Transaction shall be the sole Affected Transaction and (3) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement.

For the avoidance of doubt, the parties hereto agree and acknowledge that (I) the occurrence of an Non-US Merger Event shall not preclude the occurrence of one or more additional, subsequent Non-US Merger Events and (II) if a Non-US Merger Event occurs, Dealer will determine, in its sole discretion, whether to exercise its rights under the provisions of this Section 9(y) and/or the rights and remedies of Dealer and its affiliates under any other provision of this Confirmation, the Equity Definitions and the Agreement.

Transaction and any Non-US Merger Event that Company believes may apply in connection therewith, Dealer will provide Company with a good faith estimate of an indicative, non-binding Price Adjustment, if any, that Dealer determines at such time would account for the economic effect on the Transaction of such Non-US Merger Transaction and Non-US Merger Event, if any, based on information related thereto provided to Dealer by the Company (it being understood that such indicative, non-binding Price Adjustment will not in any way limit or alter Dealer’s adjustment or other rights in respect of the Warrants with respect to such Non-US Merger Transaction or Non-US Merger Event or any events or circumstances arising in connection therewith); provided that, Dealer will not be required to provide any such Price Adjustment if Dealer determines, in good faith, that it would not be practicable to do so using reasonable efforts and/or it would not be advisable to do so with respect to any applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer. Company agrees to pay the reasonable and documented fees and expenses of legal counsel to Dealer (which may include, without limitation, special counsel in connection with certain matters under the law of any applicable foreign jurisdiction) in connection with any such indicative, non-binding price or Price Adjustment, as applicable, and any determinations in connection therewith, at such times, and from time to time, as requested by Dealer.

(z)

Par Value Payment . Company and Dealer each acknowledges and agrees that, by paying the Premium hereunder to Company, on the Premium Payment Date Dealer will have made a payment for purposes of paying up the aggregate par value of the Shares issuable pursuant to the Transaction (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction), equal to EUR 849,590 (the “ Initial Par Value Payment ”). Upon receipt, the Company shall reserve the Initial Par Value Payment and apply the Initial Par Value Payment against the obligation to pay-up the Shares upon issue of the Shares. To the extent that the Initial Par Value Payment exceeds the aggregate nominal value of the Shares issued, then such excess shall be regarded as share premium. Company acknowledges and agrees that such Initial Par Value Payment constitutes, based on the par value per Share as of the date hereof, a payment ( volstorting ) of the par value of the Shares sufficient under Dutch law to give effect to the issuance by Company to Dealer of a number of Shares equal to the Maximum Number of Shares. (for the avoidance of doubt, prior to any subsequent adjustment to the Transaction). Company represents and warrants to, and acknowledges and agrees with, Dealer that Company has not taken, and will not take or permit to be taken, any action that would result in the Maximum Number of Shares (subject to adjustment as set forth herein) exceeding the Par Value Delivery Number, and in no event will such an excess occur prior to final settlement, payment or delivery in full of Company’s obligations to Dealer hereunder. In addition, it shall constitute a Potential Adjustment Event if on any day during the period from and including the Trade Date, to and including the final Expiration Date, Company or its controlled affiliates make a public announcement of any transaction or event, or any previously announced transaction or event, that, in the reasonable opinion of Dealer would, upon consummation of such transaction or upon the occurrence of such event, as applicable, and after giving effect to any applicable adjustments hereunder, cause the Maximum Number of Shares (subject to adjustment as set forth herein) to exceed

the Par Value Delivery Number. Company will promptly notify Dealer of any change to the par value of the Shares. Each of Company and Dealer acknowledges and agrees that if, following any subsequent adjustment to the Transaction, the Maximum Number of Shares exceeds the Maximum Number of Shares as of the date hereof (the “ Initial Maximum Number of Shares ”), Company may use such additional funds or resources of the Company as it may in its discretion determine to the extent required to pay up the par value of the Shares issuable in excess of the Initial Maximum Number of Shares and apply such funds for the payment of the par value of such shares (which payment or source of funds, for the avoidance of doubt, will not result in a holding period (within the meaning of Rule 144) for Dealer with respect to the Warrants, or any Shares issuable upon settlement thereof, that commences after the Premium Payment Date) (such payment, when actually paid or applied by the Company and notified in writing to Dealer, together with the Initial Par Value Payment, the “ Par Value Payment ”). For the avoidance of doubt, and without limitation of any payment or settlement obligation that Company may otherwise have under this Confirmation or in respect of the Warrants, the Company is not required to return to Dealer the portion of the Par Value Payment corresponding to any Warrants that expire on the relevant Expiration Date without being exercised or are early terminated and in respect of which no Shares are otherwise deliverable to Dealer.

(aa)

“ Relevant Volatility Input ” means a volatility input that is determined by Dealer in good faith and in a commercially reasonable manner and which, without limitation, may be based on implied volatility levels for options on the Shares with strike prices approximate to the Strike Price of the Transaction or approximate to the strike price of over-the-counter equity options on the Shares that are included in its commercially reasonable Hedge Positions with respect to the Transaction, in each case, as determined by Dealer in good faith and a commercially reasonable manner; provided that, if (i) Dealer (whether in its capacity as “Calculation Agent”, “Determining

Party”, “Hedging Party” or otherwise) is required to determine a volatility input under any Relevant Positions and (ii) Dealer determines that such Relevant Positions (or a portion thereof) are terminated, cancelled, offset or otherwise unwound at approximately the same time (as determined by Dealer in good faith and commercially reasonably) as the Transaction (or portion thereof) is terminated, cancelled, offset or otherwise unwound, Dealer shall use a Relevant Volatility Input that is no greater than such volatility input for such Relevant Positions. For the avoidance of doubt, a Relevant Volatility Input that is equal to the volatility input for any Relevant Positions shall, in no event, be deemed to be commercially unreasonable.


(ab)	Taxes.

(i)


(ii)	Dealer and Company hereby agree that the Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and the Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.


(ac)	The Company acknowledges that it has not been solicited by Dealer, or any person acting on behalf of the Dealer, to enter into this Transaction but rather it has independently approached the Dealer, through the Company’s advisor, and invited the Dealer to bid competitively for this Transaction.

(ad)

references to the date of this Amendment, and (v) the term “the parties” shall be construed as referring to Dealer and the Company. For the purposes of this Section:


(i)	Dealer is a Portfolio Data Sending Entity and the Company is a Portfolio Data Receiving entity;


(ii)	The Local Business Days for such purposes in relation to Dealer are London and in relation to Company are New York and Amsterdam;


(iii)	The provisions in this section shall survive the termination of the Transaction; and


(iv)	The following are the applicable email addresses.

Portfolio Data: Dealer: derivatives_recon_emir@baml.com

Company: james.lightman@wright.com

Notice of discrepancy: Dealer: emir_disp_resolution@baml.com

Company: james.lightman@wright.com

Dispute Notice: Dealer: emir_disp_resolution@baml.com

Company: james.lightman@wright.com

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning by email to Dealer.

Very truly yours,

BANK OF AMERICA, N.A.

By: /s/ Christopher A. Hutmaker

Authorized Signatory

Name: Christopher A. Hutmaker

Managing Director

Accepted and confirmed

as of the Trade Date:

WRIGHT MEDICAL GROUP N.V.

By: /s/ Lance A. Berry

Authorized Signatory

Name: Lance A. Berry

Exhibit 10.8

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England



DATE:	June 21, 2018
TO:	Wright Medical Group, Inc. 1023 Cherry Road Memphis, TN 38117 Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands
ATTENTION:	James Lightman Sr. Vice President, General Counsel and Secretary
TELEPHONE:	+ 31 20 675 4002
EMAIL:	James.Lightman@wright.com
FROM:	JPMorgan Chase Bank, National Association
SUBJECT:	Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments

The purpose of this communication (this “ Confirmation ”) is to set forth the terms and conditions of the partial termination (the “ Transaction ”) of the rights and obligations under and in respect of the following transactions (each such transaction, a “ Relevant Transaction ” and collectively the “ Relevant Transactions ” and the terminated portion of each such Relevant Transaction, the “ Terminated Portion ”) and to modify the confirmations of the Relevant Transactions as described herein: Base call option transaction confirmation, dated as of February 9, 2015, by and between JPMorgan Chase Bank, National Association (“ Dealer ”) and Wright Medical Group, Inc. (“ Wright Inc. ”), as partially terminated by the confirmation in re Partial Termination of Relevant Transactions Listed on Attached Schedule A and Related Attachments (the “ Initial Partial Termination ”), dated June 10, 2016, by and between Dealer, Wright Inc. and Wright Medical Group N.V. (“ Wright N.V. ”, and together with Wright Inc., the “ Counterparties ” and each a “ Counterparty ”) (the “ Call Option ”); base warrant transaction confirmation, dated as of February 9, 2015, by and between Dealer and Wright Inc., as amended by the Amendment dated as of November 24, 2015, by and between Dealer and the Counterparties, and as partially terminated pursuant to the Initial Partial Termination (the “ Warrant ”). The Terminated Portion of each of the above Relevant Transactions shall be as set forth on Schedule A in the column labeled “Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination”. The Terminated Portion of each Relevant Transaction shall be terminated as of July 30, 2018 (the “ Termination Effective Date ”).

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London E14 5JP

Authorised by the Office of the Comptroller of the Currency in the jurisdiction of the USA.

Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct

Authority and to limited regulation by the Prudential Regulation Authority. Details about the

extent of our regulation by the Prudential Regulation Authority are available from us on request.

1. The definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “ 2000 Definitions ”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “ Equity Definitions ” and, together with the 2000 Definitions, the “ Definitions ”), in each case, as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the confirmation for the Call Option or Warrant, as applicable. In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern.

2. In consideration for the termination of the Terminated Portion of each Relevant Transaction, a “Termination Payment” with respect to the Terminated Portion of each Relevant Transaction shall be made in the amount set forth in Section 6, such Termination Payments to be made as further specified in Paragraph 4 below. Each of Dealer, Wright Inc. and Wright N.V. hereby agrees that, upon receipt of the Termination Payments (as aggregated into a Net Termination Payment as provided in Paragraph 4 below), with respect to the Terminated Portion of each Relevant Transaction: (i) such Terminated Portion of the Relevant Transaction and all of the respective rights and obligations of Dealer and any applicable Counterparty thereunder are cancelled and terminated as of the Termination Effective Date; (ii) Dealer releases and discharges each of Wright Inc. and Wright N.V. from and agrees not to make any claim against Wright Inc. or Wright N.V. with respect to any obligations of Wright Inc. or Wright N.V. arising out of, and to be performed in connection with, any Terminated Portion of a Relevant Transaction after the Termination Effective Date, including, but not limited to, any rights or obligations said to survive the termination of a Relevant Transaction in such Relevant Transaction’s confirmation in respect of the Terminated Portion of such Relevant Transaction and; (iii) each of Wright Inc. and Wright N.V. releases and discharges Dealer from and agrees not to make any claim against Dealer with respect to any obligations of Dealer arising out of, and to be performed in connection with, any Terminated Portion of a Relevant Transaction after the Termination Effective Date, including, but not limited to, any rights or obligations said to survive the termination of a Relevant Transaction in such Relevant Transaction’s confirmation in respect of the Terminated Portion of such Relevant Transaction. Each of the parties hereby represents and acknowledges to the other that, upon receipt of the Termination Payments (as aggregated into a Net Termination Payment as provided in Paragraph 4 below), no further amounts are owed by Dealer, Wright Inc. or Wright N.V. to any other party with respect to the Terminated Portion of each Relevant Transaction.

3. Wright N.V. hereby transfers and assigns its obligations to make Termination Payments to Dealer in respect of the Terminated Portion of the Warrant to Wright Inc., and Wright Inc. hereby accepts Wright N.V.’s obligation to make Termination Payments in respect of the Terminated Portion of the Warrant. Dealer hereby consents to the transfer and assignment of the obligation to make Termination Payments in respect of the Terminated Portion of the Warrant from Wright N.V. to Wright Inc.

4. The parties hereby agree to net the Termination Payments with respect to the Terminated Portion of each of the Relevant Transactions such that a single payment shall be made with respect to the Terminated Portion of each of the Relevant Transactions (such net payment, the “ Net Termination Payment ”), such Net Termination Payment satisfying each party’s obligations to make payments to the others. On the Termination Effective Date, Dealer shall deliver to Wright Inc. the Net Termination Payment in accordance with the Wright Inc. Payment Instructions below.

5. Wright Inc. Payment Instructions:

Bank:

ABA#:

Swift:

Acct:

Beneficiary:

6. The Termination Payment with respect to the Terminated Portion of each Relevant Transaction shall be determined by referencing the VWAP Price for the Relevant Transaction as set forth in the table below.



	VWAP Price
	$20.00	$21.00	$22.00	$23.00	$24.00	$25.00	$26.00	$27.00
Termination Payment in respect of the Terminated Portion of the Call Option	$3,287,125	$4,281,742	$5,438,907	$6,761,844	$8,251,455	$9,906,566	$11,724,222	$13,699,982
Termination Payment in respect of the Terminated Portion of the Warrant	$2,549,249	$3,199,130	$3,953,658	$4,817,448	$5,794,049	$6,885,970	$8,094,757	$9,421,053



	VWAP Price
	$28.00	$29.00	$30.00	$31.00	$32.00
Termination Payment in respect of the Terminated Portion of the Call Option	$15,828,215	$18,102,377	$20,515,265	$23,059,236	$25,726,408
Termination Payment in respect of the Terminated Portion of the Warrant	$10,864,695	$12,424,798	$14,099,846	$15,887,783	$17,786,097

If the VWAP Price is between two VWAP Prices in the table above, the amount of the Termination Payment with respect to the Terminated Portion of the Relevant Transaction shall be determined by a straight-line interpolation between the amount of the Termination Payment set forth for the higher and lower VWAP Prices. If the VWAP Price exceeds the highest or is below the lowest VWAP Price in the table above, the amount of the Termination Payment with respect to the Terminated Portion of the Relevant Transaction shall be extrapolated from the table in a commercially reasonable manner.

“ VWAP Price ” shall mean the arithmetic average of the per-Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page WMGI <equity> AQR in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on each Scheduled Trading Day that is not a Disrupted Day during the Unwind Period (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent using, if practicable, a volume-weighted average method).

“ Unwind Period ” shall mean the 15 Scheduled Trading Days beginning on and including July 9, 2018 and ending on and including July 27, 2018; provided, however , that (a) if any such Scheduled Trading Day is a Disrupted Day, the Unwind Period shall be extended by one Scheduled Trading Day for each such Disrupted Day (which provision shall be applied successively until 15 Scheduled Trading Days that are not Disrupted Days occur, in which case the Termination Effective Date shall be postponed by one Scheduled Trading Day for each such Disrupted Day) and (b) Dealer may (x) postpone the Unwind Period or (y) add, in whole or in part, Scheduled Trading Days to the Unwind Period, in either case, if Dealer reasonably and in good faith, (i) determines that such action is reasonably necessary or appropriate to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (ii) determines, based on the advice of counsel, that such action is reasonably necessary or appropriate to enable Dealer to effect transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer.

7. The parties agree that from and after the Termination Effective Date, each of the Relevant Transactions shall be amended and restated in its entirety but with the adjustments shown in the column labeled “Revisions to the Terms of the Relevant Transaction” in Schedule A beside each Relevant Transaction. The parties further agree that each of the following side letters to the Relevant Transactions shall continue in full force and effect:


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Warrants issued by Wright Inc. to Dealer, as amended on November 24, 2015 (the “ Initial Base Warrant Side Letter ”);


•	The letter agreement by and between Dealer, Wright Inc. and Wright N.V. dated as of November 24, 2015, amending the Initial Base Warrant Side Letter;


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Call Options issued by Dealer to Wright Inc.

8. 10b5-1 Plan . Each Counterparty represents, warrants and covenants to Dealer that:

it is entering into this Confirmation and the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“ Rule 10b5-1 ”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Each Counterparty acknowledges that it is the intent of the parties that this Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and this Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).

it will not seek to control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with this Transaction, including, without limitation, Dealer’s decision to enter into any hedging transactions. Each Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1.

it acknowledges and agrees that any amendment, modification, waiver or termination of this Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification, waiver or termination shall be made at any time at which any Counterparty or any officer, director, manager or similar person of any Counterparty is aware of any material non-public information regarding Issuer or the Shares.

9. Each Counterparty represents and warrants to Dealer on the date hereof and, with respect to all representations below other than the representation in subsection 9(f), on the Termination Effective Date that:

Counterparty has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Confirmation; such execution, delivery and performance have been duly authorized by all necessary corporate action on Counterparty’s part; and this Confirmation has been duly and validly executed and delivered by Counterparty and constitutes its valid and binding obligation, enforceable against Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended, or state securities laws or, with respect to Wright N.V., under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


d.	Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


e.	Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act).


f.	Counterparty and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Wright N.V. or the Shares.

No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the Exchange Act and rules promulgated thereunder, or, with respect to Wright N.V., the reporting or registration requirements of the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.

Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million.


i.	Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.

10. Dealer hereby repeats the representations made to Counterparty in Section 3 of the 2002 ISDA Master Agreement on the date hereof and on the Termination Effective Date.

[The remainder of page intentionally left blank]

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or portable document format (.pdf) copies of this Confirmation shall have the same force and effect as an original.

Please confirm that the foregoing correctly sets forth the terms of the agreement between Dealer, Wright Inc. and Wright N.V. with respect to the Transaction, by manually signing this Confirmation as evidence of agreement to such terms and returning an executed copy to us.

Very Truly Yours,



J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association By: /s/ Kevin Cheng Name: Kevin Cheng Title: Vice President

Each of Wright Inc. and Wright N.V. hereby agrees to, accepts and confirms the terms of the foregoing as of the Termination Effective Date.



WRIGHT MEDICAL GROUP, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

WRIGHT MEDICAL GROUP N.V. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

Schedule A



Relevant Transaction	Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination	Revisions to the Terms of the Relevant Transaction

Base call option transaction confirmation, dated as of February 9, 2015, by and between JPMorgan Chase Bank, National Association and Wright Medical Group, Inc.	400,911 Options	Number of Options shall be revised to equal 104,089
Base warrant transaction confirmation, dated as of February 9, 2015, by and between JPMorgan Chase Bank, National Association and Wright Medical Group, Inc., as amended by the Amendment dated as of November 24, 2015, by and between JPMorgan Chase Bank, National Association, Wright Medical Group, Inc. and Wright Medical Group N.V.	4,016,515 Warrants	Number of Warrants shall be revised to equal 1,042,808

A-1

Exhibit 10.9

Deutsche Bank

Deutsche Bank AG, London Branch

Winchester house

1 Great Winchester St,

London EC2N 2DB

Telephone: 44 20 7545 8000

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Telephone: 212-250-2500



DATE:	June 21, 2018
TO:	Wright Medical Group, Inc. 1023 Cherry Road Memphis, TN 38117 Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands
ATTENTION:	James Lightman Sr. Vice President, General Counsel and Secretary
TELEPHONE:	+ 31 20 675 4002
EMAIL:	James.Lightman@wright.com
FROM:	Deutsche Bank AG, London Branch
SUBJECT:	Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments

The purpose of this communication (this “ Confirmation ”) is to set forth the terms and conditions of the partial termination (the “ Transaction ”) of the rights and obligations under and in respect of the following transactions (each such transaction, a “ Relevant Transaction ” and collectively the “ Relevant Transactions ” and the terminated portion of each such Relevant Transaction, the “ Terminated Portion ”) and to modify the confirmations of the Relevant Transactions as described herein: Base call option transaction confirmation, dated as of February 9, 2015, by and between Deutsche Bank AG, London Branch (“ Dealer ”) and Wright Medical Group, Inc. (“ Wright Inc. ”), as partially terminated by the confirmation in re Partial Termination of Relevant Transactions Listed on Attached Schedule A and Related Attachments (the “ Initial Partial Termination ”), dated June 13, 2016, by and between Dealer, Wright Inc. and Wright Medical Group N.V. (“ Wright N.V. ”, and together with Wright Inc., the “ Counterparties ” and each a “ Counterparty ”) (the “ Call Option ”); base warrant transaction confirmation, dated as of February 9, 2015, by and between Dealer and Wright Inc., as amended by the Amendment dated as of November 24, 2015, by and between Dealer and the Counterparties, and as partially terminated pursuant to the

Initial Partial Termination (the “ Warrant ”). The Terminated Portion of each of the above Relevant Transactions shall be as set forth on Schedule A in the column labeled “Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination”. The Terminated Portion of each Relevant Transaction shall be terminated as of July 30, 2018 (the “ Termination Effective Date ”).

5. Wright Inc. Payment Instructions:

Bank:

ABA#:

Swift:

Acct:

Beneficiary:



	VWAP Price
	$20.00	$21.00	$22.00	$23.00	$24.00	$25.00	$26.00	$27.00
Termination Payment in respect of the Terminated Portion of the Call Option	$5,478,541	$7,136,236	$9,064,845	$11,269,740	$13,752,424	$16,510,943	$19,540,368	$22,833,302
Termination Payment in respect of the Terminated Portion of the Warrant	$4,248,748	$5,331,884	$6,589,429	$8,029,080	$9,656,747	$11,476,617	$13,491,261	$15,701,754



	VWAP Price
	$28.00	$29.00	$30.00	$31.00	$32.00
Termination Payment in respect of the Terminated Portion of the Call Option	$26,380,357	$30,170,626	$34,192,106	$38,432,059	$42,877,345
Termination Payment in respect of the Terminated Portion of the Warrant	$18,107,823	$20,707,995	$23,499,742	$26,479,638	$29,643,493

an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer.


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Warrants issued by Wright Inc. to Dealer, as amended on November 24, 2015 (the “ Initial Base Warrant Side Letter ”);


•	The letter agreement by and between Dealer, Wright Inc. and Wright N.V. dated as of November 24, 2015, amending the Initial Base Warrant Side Letter;


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Call Options issued by Dealer to Wright Inc.

8. 10b5-1 Plan . Each Counterparty represents, warrants and covenants to Dealer that:

against Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended, or state securities laws or, with respect to Wright N.V., under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


d.	Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


e.	Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act).


f.	Counterparty and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Wright N.V. or the Shares.

No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the Exchange Act and rules promulgated thereunder, or, with respect to Wright N.V., the reporting or registration requirements of the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.


i.	Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.

10. Dealer hereby repeats the representations made to Counterparty in Section 3 of the 2002 ISDA Master Agreement on the date hereof and on the Termination Effective Date.

[The remainder of page intentionally left blank]

Very Truly Yours,



Deutsche Bank AG, London Branch By: /s/ Paul Stowell Name: Paul Stowell Title: Managing Director



Deutsche Bank Securities Inc., Acting solely as Agent in connection with the Transaction By: /s/ Faiz Khan Name: Faiz Khan Title: Managing Director

Each of Wright Inc. and Wright N.V. hereby agrees to, accepts and confirms the terms of the foregoing as of the Termination Effective Date.



WRIGHT MEDICAL GROUP, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

WRIGHT MEDICAL GROUP N.V. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

Schedule A



Relevant Transaction	Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination	Revisions to the Terms of the Relevant Transaction

Base call option transaction confirmation, dated as of February 9, 2015, by and between Deutsche Bank AG, London Branch and Wright Medical Group, Inc.	400,911 Options	Number of Options shall be revised to equal 104,089
Base warrant transaction confirmation, dated as of February 9, 2015, by and between Deutsche Bank AG, London Branch and Wright Medical Group, Inc., as amended by the Amendment dated as of November 24, 2015, by and between Deutsche Bank AG, London Branch, Wright Medical Group, Inc. and Wright Medical Group N.V.	6,694,191 Warrants	Number of Warrants shall be revised to equal 1,738,013

A-1

Exhibit 10.10



	Wells Fargo Bank, National Association
	375 Park Avenue
	New York, NY 10152

Attn: Structuring Services Group

Telephone: 212-214-6101

Facsimile: 212-214-5913



DATE:	June 21, 2018
TO:	Wright Medical Group, Inc. 1023 Cherry Road Memphis, TN 38117 Wright Medical Group N.V. Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands
ATTENTION:	James Lightman Sr. Vice President, General Counsel and Secretary
TELEPHONE:	+ 31 20 675 4002
EMAIL:	James.Lightman@wright.com
FROM:	Wells Fargo Bank, National Association
SUBJECT:	Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments

The purpose of this communication (this “ Confirmation ”) is to set forth the terms and conditions of the partial termination (the “ Transaction ”) of the rights and obligations under and in respect of the following transactions (each such transaction, a “ Relevant Transaction ” and collectively the “ Relevant Transactions ” and the terminated portion of each such Relevant Transaction, the “ Terminated Portion ”) and to modify the confirmations of the Relevant Transactions as described herein: Base call option transaction confirmation, dated as of February 9, 2015, by and between Wells Fargo Bank, National Association (“ Dealer ”) and Wright Medical Group, Inc. (“ Wright Inc. ”), as partially terminated by the confirmation in re Partial Termination of Relevant Transactions Listed on Attached Schedule A and Related Attachments (the “ Initial Partial Termination ”), dated June 13, 2016, by and between Dealer, Wright Inc. and Wright Medical Group N.V. (“ Wright N.V. ”, and together with Wright Inc., the “ Counterparties ” and each a “ Counterparty ”) (the “ Call Option ”); base warrant transaction confirmation, dated as of February 9, 2015, by and between Dealer and Wright Inc., as amended by the Amendment dated as of November 24, 2015, by and between Dealer and the Counterparties, and as partially terminated pursuant to the Initial Partial Termination (the “ Warrant ”). The Terminated Portion of each of the above Relevant Transactions shall be as set forth on Schedule A in the column labeled “Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination”. The Terminated Portion of each Relevant Transaction shall be terminated as of July 30, 2018 (the “ Termination Effective Date ”).

International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the confirmation for the Call Option or Warrant, as applicable. In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern.

5. Wright Inc. Payment Instructions:

Bank:

ABA#:

Swift:

Acct:

Beneficiary:



	VWAP Price
	$20.00	$21.00	$22.00	$23.00	$24.00	$25.00	$26.00	$27.00
Termination Payment in respect of the Terminated Portion of the Call Option......	$2,191,417	$2,854,495	$3,625,938	$4,507,897	$5,500,971	$6,604,378	$7,816,149	$9,133,322
Termination Payment in respect of the Terminated Portion of the Warrant...........	$1,699,499	$2,132,754	$2,635,772	$3,211,633	$3,862,699	$4,590,648	$5,396,505	$6,280,703



	VWAP Price
	$28.00	$29.00	$30.00	$31.00	$32.00
Termination Payment in respect of the Terminated Portion of the Call Option.....	$10,552,145	$12,068,253	$13,676,845	$15,372,826	$17,150,941
Termination Payment in respect of the Terminated Portion of the Warrant..........	$7,243,131	$8,283,200	$9,399,898	$10,591,857	$11,857,399

further agree that each of the following side letters to the Relevant Transactions shall continue in full force and effect:


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Warrants issued by Wright Inc. to Dealer, as amended on November 24, 2015 (the “ Initial Base Warrant Side Letter ”);


•	The letter agreement by and between Dealer, Wright Inc. and Wright N.V. dated as of November 24, 2015, amending the Initial Base Warrant Side Letter;


•	The letter agreement by and between Dealer and Wright Inc. dated as of February 9, 2015, specifying certain additional terms and conditions of the Base Call Options issued by Dealer to Wright Inc.

8. 10b5-1 Plan . Each Counterparty represents, warrants and covenants to Dealer that:

equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended, or state securities laws or, with respect to Wright N.V., under the Dutch Act on Financial Supervision ( Wet op het Financieel Toezicht ).


d.	Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


e.	Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act).


f.	Counterparty and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Wright N.V. or the Shares.

No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the Exchange Act and rules promulgated thereunder, or, with respect to Wright N.V., the reporting or registration requirements of the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 ), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares.


i.	Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.

10. Dealer hereby repeats the representations made to Counterparty in Section 3 of the 2002 ISDA Master Agreement on the date hereof and on the Termination Effective Date.

[The remainder of page intentionally left blank]

Very Truly Yours,



Wells Fargo Bank, National Association By: /s/ Craig McCracken Name: Craig McCracken Title: Managing Director

Each of Wright Inc. and Wright N.V. hereby agrees to, accepts and confirms the terms of the foregoing as of the Termination Effective Date.



WRIGHT MEDICAL GROUP, INC. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

WRIGHT MEDICAL GROUP N.V. By: /s/ Lance A. Berry Name: Lance A. Berry Title: Senior Vice President and Chief Financial Officer

Schedule A



Relevant Transaction	Number of Options or Warrants, As Applicable, of such Relevant Transaction Subject to Termination	Revisions to the Terms of the Relevant Transaction

Base call option transaction confirmation, dated as of February 9, 2015, by and between Wells Fargo Bank, National Association and Wright Medical Group, Inc.	400,911 Options	Number of Options shall be revised to equal 104,089

Base warrant transaction confirmation, dated as of February 9, 2015, by and between Wells Fargo Bank, National Association and Wright Medical Group, Inc., as amended by the Amendment dated as of November 24, 2015, by and between Wells Fargo Bank, National Association, Wright Medical Group, Inc. and Wright Medical Group N.V.	2,677,677 Warrants	Number of Warrants shall be revised to equal 695,205

A-1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Robert J. Palmisano, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2018 , of Wright Medical Group N.V.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2018



	/s/ Robert J. Palmisano
	Robert J. Palmisano
	President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Lance A. Berry, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2018 , of Wright Medical Group N.V.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2018



	/s/ Lance A. Berry
	Lance A. Berry
	Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(b) UNDER

THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 1350 OF

CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

Each of the undersigned, Robert J. Palmisano and Lance A. Berry, certifies pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 (Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code, that (1) this Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2018 (Report) of Wright Medical Group N.V. (Company) fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2018



	/s/ Robert J. Palmisano
	Robert J. Palmisano
	President and Chief Executive Officer

	/s/ Lance A. Berry
	Lance A. Berry
	Senior Vice President and Chief Financial Officer