0001193125-25-014881 Sample Contracts

AGREEMENT AND PLAN OF MERGER By and Among ZIMMER, INC.,

Agreement and Plan of Merger • January 29th, 2025 • Zimmer Biomet Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 29th, 2025
• Company
  Zimmer Biomet Holdings, Inc.
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2025 (this “Agreement”), is by and among (i) Zimmer, Inc., a Delaware corporation (“Parent”), (ii) Gazelle Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), (iii) Paragon 28, Inc., a Delaware corporation (the “Company”) and (iv) solely as provided by Section 8.15, Zimmer Biomet Holdings, Inc., a Delaware corporation (“Guarantor”). Certain capitalized terms used in this Agreement are defined in Section 8.12.