Common use of RESOLVED THAT Clause in Contracts

RESOLVED THAT. (a) the acquisition of the Sale Shares would be in the best interests and commercial benefit of the Company and such acquisition be and the same is hereby approved; (b) the form and substance of the Sale and Purchase Agreement, attached hereto as Exhibit A, be and is hereby approved; (c) any one Director of the Company (a “Director”) be and is hereby authorised to sign for and on behalf of the Company the Sale and Purchase Agreement and the share transfer forms (if necessary) for the Transfers 1 through 14; (d) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to above, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Sale and Purchase Agreement; (e) any Director be and is hereby authorised to allot and the Company issue as fully paid, validly issued and nonassessable, an aggregate of 90,363,999 ordinary shares of the Company par value of US$0.001, per share (the “Consideration Shares”) to the Vendors in such proportions as set out in Column 2 of Part B of Schedule 1 of the Sale and Purchase Agreement and the allottees be entered in the Company’s register of members as the holders of the said Consideration Shares; (f) any one Director or officer of the Company be and is hereby authorised to issue share certificates evidencing the issue and allotment of the Consideration Shares as disclosed above; (g) the form and substance of the Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, be and is hereby approved; (h) any one Director be and is hereby authorised to sign for and on behalf of the Company the Agreement for the Transfer and Assumption of Obligations; (i) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to above, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Agreement for the Transfer and Assumption of Obligations; (j) It is resolved that ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Yongcun and ▇▇▇▇ ▇▇▇ are appointed as directors of the Company with immediate effect. (k) any one Director be and is hereby authorised to approve any amendments to each of the documents referred to in this paragraph 4, such approval being conclusively evidenced by his signature on the relevant documents. Name: ▇▇▇▇ ▇▇▇ Title: Director Date: WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [ ] June 2006. We, the undersigned, being all the directors of the Company HEREBY RESOLVE AS FOLLOWS:

RESOLVED THAT. (a) the acquisition The JERDS Board of Managers has been fully informed by counsel of the Sale Shares would be proposed settlement with the Fraud Section, Criminal Division, United States Department of Justice (“Department”) in connection with the best interests Department’s investigation into a criminal violation of the Foreign Corrupt Practices Act (“FCPA”), and commercial benefit the key terms of the proposed settlement have been explained or distributed to the JERDS Board of Managers. Pursuant to the Plea Agreement between the Company and such acquisition be the Department: (1) the Company will, through an authorized agent, plead guilty to one count of violating the books and records provisions of the FCPA; (2) in light of the disposition with the Company’s ultimate parent corporation, ▇▇▇▇▇▇ Biomet Holdings, Inc. (“▇▇▇▇▇▇ Biomet”), the Company will not pay a fine; and (3) the Company will agree to the other commitments set out in the Plea Agreement. The JERDS Board of Managers has been fully advised by counsel of its rights, possible defenses, the Sentencing Guidelines’ provisions, and the same is consequences of entering into the Plea Agreement. The JERDS Board of Managers hereby approved; (b) approves the form and substance proposed settlement related to the completion of the Sale proceeding against the Company, and Purchase Agreementapproves and authorizes the Company, attached hereto through its authorized agent, to enter into the Plea Agreement in substantially such form as Exhibit Areviewed by the JERDS Board of Managers, be and is the actions contemplated thereby, including the entry by the Company of a guilty plea. The JERDS Board of Managers hereby approved; (c) any one Director empowers and obliges ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President, General Counsel and Secretary of Zimmer Biomet, acting on the basis of the power of attorney issued by the Company (the “Authorized Signatory”), to: (1) execute and deliver the Plea Agreement and any other documents necessary to enter into the proposed settlement with the Department; and (2) enter a “Director”) be guilty plea before the United States District Court for the District of Columbia and is hereby authorised to sign for and accept the sentence of said court on behalf of the Company Company. IN WITNESS HEREOF, the Sale and Purchase Agreement and the share transfer forms (if necessary) for the Transfers 1 through 14; (d) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to aboveundersigned has executed this on January 11, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Sale and Purchase Agreement; (e) any Director be and is hereby authorised to allot and the Company issue as fully paid, validly issued and nonassessable, an aggregate of 90,363,999 ordinary shares of the Company par value of US$0.001, per share (the “Consideration Shares”) to the Vendors in such proportions as set out in Column 2 of Part B of Schedule 1 of the Sale and Purchase Agreement and the allottees be entered in the Company’s register of members as the holders of the said Consideration Shares; (f) any one Director or officer of the Company be and is hereby authorised to issue share certificates evidencing the issue and allotment of the Consideration Shares as disclosed above; (g) the form and substance of the Agreement for the Transfer and Assumption of Obligations, attached hereto as Exhibit B, be and is hereby approved; (h) any one Director be and is hereby authorised to sign for and on behalf of the Company the Agreement for the Transfer and Assumption of Obligations; (i) any one Director be and is hereby authorised to sign any further documents incidental or ancillary to or in connection with each of the documents referred to above, and such further documents as he considers necessary, desirable or incidental to transactions contemplated by the Agreement for the Transfer and Assumption of Obligations; (j) It is resolved that 2017. By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Yongcun and ▇▇▇▇ ▇▇▇ are appointed as directors of the Company with immediate effect. (k) any one Director be and is hereby authorised to approve any amendments to each of the documents referred to in this paragraph 4, such approval being conclusively evidenced by his signature on the relevant documents. Name: ▇▇▇▇ ▇▇▇ Title: Director Date: WRITTEN RESOLUTIONS OF ALL THE DIRECTORS OF THE COMPANY DATED [ ] June 2006. We, the undersigned, being all the directors of the Company HEREBY RESOLVE AS FOLLOWS:Class A Manager JERDS Luxembourg Holding S.à r.1