1.

Hire date, position and work location

1.1

Mr. van Zuilen will be employed effective June 1, 2021 as President EMEA, Level Z4. In this role, you will be responsible for all the Business divisions of Zimmer Biomet in EMEA, except for the Spine and Dental Businesses. This agreement is subject to issuance of the work permit by the cantonal authorities.

1.2

The position will be based in Zug, Switzerland.

2.

Contract duration, probationary period and notice period

2.1

This Agreement shall be valid for an indefinite time period.

2.2

The probationary period shall be omitted. The employment may be terminated by either party with a notice period of 6 months from the end of the month in which the notice is given.

2.3

In this role, you will be eligible to participate in the company’s Executive Severance Plan, as amended. As an eligible Leadership Team member, in the event of your involuntary separation without Cause as defined under the plan, your severance benefit offer would include the sum of your final base salary and final target bonus. Payment would be made in lump-sum form, less applicable tax withholdings, subject to your entering into a general release in the form provided by the Company. There would be no duplication of benefits provided under the Change in Control (“CIC”) Severance Agreement or otherwise. Your continued eligibility for participation in this plan will be in accordance with terms of the plan as defined and administered by the company, and taking into account your then-current job Z-Grade, role and responsibilities in the company.

2.4

In your role, you will be eligible to receive a CIC Severance Agreement, subject to execution of the enclosed Confidentiality. Non-Competition and Non-Solicitation Agreement. The agreement would provide you with certain severance benefits following a change in control of Zimmer Biomet Holdings, Inc. and related terminating of your

3.

Salary and bonus

3.1

Your annual base salary amounts to CHF 520,000 gross. It will be paid in twelve monthly installments. Remittance is made at the end of each month via bank transfer to a Swiss Bank Account, taking into account the deductions applying.

3.2

You will be eligible to participate in the 2021 Executive Performance Incentive Plan (“EPIP”) upon your hire date. Your target bonus will be eighty percent (80%) of your eligible earnings (which will consist primarily of base salary payments) for the year. Pay-out will depend on actual year-end results for the established performance measures. Payment will occur in or around March of the year following the bonus period after annual performance measures upon which the bonus is based have been determined. You must remain employed by the Zimmer Biomet Group at the time of bonus pay out to receive the bonus.

4.

Long Term Incentive Plan (LTI) Plan Award

4.1

You will be eligible to be considered for participation in the Zimmer Biomet Holdings Inc. equity award program.

4.2

We anticipate that the Company’s 2022 LTI Plan grants will have two components:

-

Stock options and

-

Performance-based Restricted Stock Units (“PRSUs”)

5.

Company Car and Cash-Car Allowance

5.1

You will be entitled for a company car or car allowance, according to the European Car Policy

6.

Working time and holiday

6.1

The working hours result from the requirements of the function, and you will not be eligible for paid overtime or excess overtime, either in cash or time off. To compensate overtime, you will be entitled to 5 additional vacation days per calendar year.

6.2

The annual holiday entitlement is according to the Collective Employment Agreement of the Engineering Industry (hereinafter referred to as the “GAV”).

6.3

In case of incapacity due to illness, accident or the like to perform the employment duties required under this agreement, you shall notify the employer immediately and shall provide a medical certificate evidencing such incapacity as of the 4th day of such incapacity. However, the employer is free at any time to request a medical certificate from the first day of absence.

7.

Apartment/Housing

7.1

The Company is offering you an apartment in Zug, Switzerland with the cost of the apartment to be covered by Zimmer Biomet.

7.2

All housing payments according to the policy rules may be taxable according to the Swiss law.

8.

Pension plan

9.

Confidentiality, Non-Competition, and Non-Solicitation Agreement

10.

Applicable Law and Place of Jurisdiction

11.

Contract supplement

11.1

You must treat all information acquired in the course of employment, which is not public knowledge, with absolute confidentiality. This obligation continues to apply after the employment relationship has ended.

The collection, supply and forwarding of information to third parties, as well as publications in word, text, image or sound in respect of technical matters and other issues concerning the company, require the express consent of the company.

11.2

The following documents form an integral part of this agreement, if not otherwise specified in this agreement:

•

Collective Employment Agreement of the Engineering Industry (GAV)

•

Employee Handbook (Arbeitsvertragliche Bestimmungen Zimmer, AVB)

•

Swiss Working Time Regulation (Arbeitszeitreglement Schweiz)

•

Terms and conditions of the “Sulzer Vorsorgeeinrichtung (SVE)” and terms Conditions of the “Johann Jakob Sulzer Stiftung (JJS)” Code of Business Conduct

•

Confidentiality, Non-Competition, and Non-Solicitation Agreement

•

Agreement of Waiver to Register Working Hours

•

EEA and Switzerland Employee Privacy Policy and Notice

11.3

In the event of any discrepancies between this agreement and the general contract terms, this agreement shall take precedence over the general contract terms.

VP, Human Resources EMEA

Change in Control Severance Agreement

(A)

The Company considers it essential to the best interests of its ultimate shareholders to foster the continuous employment of key management personnel.

(B)

The Company and the Board recognize that, as is the case with many publicly held corporations, the possibility of a Change in Control in the Ultimate Parent Company exists and that such a possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

(C)

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.  

(D)

The parties intend that no amount or benefit will be payable under this Agreement unless a termination of the Executive's employment with the Company occurs following a Change in Control, or is deemed to have occurred following a Change in Control, as provided in this Agreement.

1.

Term of Agreement

2 / 11  

Change in Control Severance Agreement

2.

Compensation other than Severance Payments

2.1

Compensation Previously Earned

2.2

Normal Post-Termination Compensation and Benefits.

2.3

No Duplication.

3.

Severance Payments

3.1

Payment Triggers

3 / 11  

Change in Control Severance Agreement

3.2

Severance Payments.

(a)

Lump Sum Severance Payment

4 / 11  

Change in Control Severance Agreement

(b)

Options and Restricted Shares

3.3

Time of Payment

3.4

Outplacement Services

4.

The Executive's Covenants

4.1

Confidentiality, Non-Competition and Non-Solicitation Agreement

5 / 11  

Change in Control Severance Agreement

4.2

General Release

5.

Notices

6.

Miscellaneous

6 / 11  

Change in Control Severance Agreement

7.

Governing Law and Jurisdiction

7 / 11  

Change in Control Severance Agreement

(a)

any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Ultimate Parent Company (not including in the securities beneficially owned by that Person any securities acquired directly from the Ultimate Parent Company or its affiliates) representing 20% or more of the combined voting power of the Ultimate Parent Company's then outstanding securities; or

(b)

during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of the period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Ultimate Parent Company to effect a transaction described in clause (a), (c) or (d) of this paragraph whose election by the Board or nomination for election by the Ultimate Parent Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously approved), cease for any reason to constitute a majority of the Board; or

(c)

the shareholders of the Ultimate Parent Company approve a merger or consolidation of the Ultimate Parent Company with any other corporation, other than (A) a merger or consolidation that would result in the voting securities of

8 / 11  

Change in Control Severance Agreement

the Ultimate Parent Company outstanding immediately prior to the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Ultimate Parent Company, at least 75% of the combined voting power of the voting securities of the Ultimate Parent Company or the surviving entity outstanding immediately after the merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the Ultimate Parent Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Ultimate Parent Company's then outstanding securities; or

(d)

the shareholders of the Ultimate Parent Company approve a plan of complete liquidation of the Ultimate Parent Company or an agreement for the sale or disposition by the Ultimate Parent Company of all or substantially all the Ultimate Parent Company's assets.

(a)

the assignment to the Executive of any duties inconsistent with the Executive's status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to a Change in Control;

(b)

the Company's failure, without the Executive's consent, to pay to the Executive any portion of the Executive's current compensation (which means, for purposes of this paragraph (b), the Executive's annual base salary as in effect on the date

9 / 11  

Change in Control Severance Agreement

of this Agreement, or as it may be increased from time to time, and the awards earned pursuant to the Cash Incentive Plan) or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within 30 days of the date the compensation is due;

(c)

the Company's failure to continue in effect any compensation plan in which the Executive participates immediately prior to a Change in Control, which plan is material to the Executive's total compensation, including, but not limited to, the Cash Incentive Plan and the Ultimate Parent Company’s 2009 Stock Incentive Plan as amended from time to time or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to that plan, or the Company's failure to continue the Executive's participation in such a plan (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive's participation relative to other participants, as existed at the time of the Change in Control.

10 / 11  

Change in Control Severance Agreement

(a)

the Ultimate Parent Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b)

the Ultimate Parent Company or any Person publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control;

(c)

any Person who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Ultimate Parent Company representing 10% or more of the combined voting power of the Ultimate Parent Company's then outstanding securities, increases that Person's beneficial ownership of those securities by 5% or more over the percentage so owned by that Person on the date of this Agreement; or

(d)

the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

11 / 11  

Change in Control Severance Agreement

(A)

For purposes of this Agreement, "Parent" means an entity which is a holding company of or holds a controlling interest in Zimmer Biomet, Inc.(“Company” or “ZINC”); "Affiliate" means a subsidiary of Company or the Parent of Company or a company over which Company or any holding company of Company has control, including but not limited to Employer; and the definition of each of Company, Parent and Affiliates, includes any of their successors-in-interest, including, but not limited to, ZINC.

(B)

Company, Parent and the Affiliates (collectively, and each individually "Zimmer Biomet Group") are part of the global holdings of Zimmer Biomet Holdings, Inc., a publicly traded corporation incorporated under the laws of the state of Delaware, U.S.A., the primary purpose of which is to serve as the umbrella entity for ZINC. Zimmer Biomet Group is engaged in the development, manufacture, distribution, and sale of orthopedic medical and/or oral rehabilitation devices, products, and services.

(C)

Employee used to work as senior executive with Medtronic and continues to be bound by certain post-contractual non-competition restrictions of this company. The Parties are aware that Medtronic is competing with Zimmer Biomet Group in the Spine products range and that activities in these field might breach the Employee's restrictive covenants. The Parties have therefore agreed that Employee's employment responsibilities shall be structured in a manner to carve out the Spine products business in an effort to avoid conflicts with Employee's non-competition restrictions with Medtronic ("Carved-out Business").

1.

Confidentiality

1.1

As used herein, "Confidential Information" shall include, but not be limited to, all business, trade, and technical information of Zimmer Biomet Group, and of any third party, whether patentable or not, which is of a confidential, trade secret and/or proprietary character and which is either developed by Employee (alone or with others) or to which Employee has had access during its employment with the Zimmer Biomet Group.

1.2

Confidential Information includes, without limitation, the following:

(a)

marketing, sales, and advertising information such as lists of actual or potential customers; customer preference data; marketing and sales techniques, strategies, efforts, and data; merchandising systems and plans and go to market models and strategies; confidential customer information including identification of purchasing personnel, third party suppliers and service providers, account status, needs and ability to pay; business plans; product development and delivery schedules; market research and forecasts; marketing and advertising plans, techniques, and budgets; overall pricing strategies; the specific advertising programs and strategies utilized, and the success or lack of success of those programs and strategies;

(b)

organizational information such as personnel and salary data; merger, acquisition and expansion information; information concerning methods of operation; and divestiture information;

(c)

financial information such as product costs; supplier information; overhead costs; profit margins; banking and financing information; and pricing policy practices;

(d)

technical information such as product specifications, compounds, formulas, improvements, discoveries, developments, designs, inventions, techniques, new products and surgical training methods;

(e)

information disclosed to Employee as part of a training process;

(f)

information of third parties provided to Employee subject to non-disclosure restrictions for use in Employee's business for the Zimmer Biomet Group; and

(g)

any work product created by Employee in rendering services for the Zimmer Biomet Group.

1.3

Employee shall not at any time during the continuance of his/her employment with the Zimmer Biomet Group or at any time thereafter directly or indirectly use for his/her own purposes or for any purposes other than those of the Zimmer Biomet Group, record, divulge, disclose or communicate to any person, company, business entity or other organization or, through any failure to exercise due care and diligence, cause any unauthorized disclosure of, any trade secrets or Confidential Information except as may be necessary for the proper performance of Employee's duties or as may be specifically authorized in writing by the Employer.

1.4

Employee will notify Employer in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Employee will use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Employee will implement and abide by all procedures adopted by the Zimmer Biomet Group to prevent unauthorized disclosure, transfer, or use of Confidential Information.

1.5

Upon termination of his/her employment with the Zimmer Biomet Group (for whatever reason), and at any other time at Employer's request, Employee shall, without retaining any copies or other record thereof, deliver to Employer or any person Employer may nominate each and every document and all other material of whatever nature in the possession or under the control of Employee containing or relating directly or indirectly to any Confidential Information.

1.6

The Employee undertakes when performing the duties under the employment agreement with Zimmer Biomet not to make use of any confidential information obtained from previous employers, including but not limited to the Carved-out Business that are covered by similar undertakings as set forth herein.

1.7

The confidentiality undertaking set forth in this Section 1 shall cease to apply to any information which shall become available to the public generally otherwise than through the default of Employee.

2.

Non-Competition, Non-Solicitation

2.1

Employee shall not, for as long as he/she remains an employee of the Zimmer Biomet Group and during a period of 18 months from the taking effect of the termination of his/her employment with the Zimmer Biomet Group ("Non-Competition Period"), alone, or jointly with, or as manager, agent for, or employee of any person or as a shareholder directly or indirectly carry on or be engaged, concerned or interested in any business competitive to the business of Zimmer Biomet Group with an effect in EMEA, or any other country for which Employee possesses and will possess knowledge of Confidential Information. The non-compete undertaking set forth in this Section shall apply to any product competing with the Employer's products lines, and in particular but not limited to activities for companies active in the orthopedic medical devices and joint replacement as well as robotic, services and solutions businesses, including their respective affiliates and subsidiaries, assignees, and successors. This non-competition covenant shall, however, not apply to the Carved-out Business.

2.2

Employee shall not during the Non-Competition Period (i) solicit, induce or attempt to induce any person who is an employee of the Zimmer Biomet Group to leave the Zimmer Biomet Group or to engage in any business that competes with the Zimmer Biomet Group; (ii) hire or assist in the hiring of any person who is an employee of the Zimmer Biomet Group to work for any business that competes with the Zimmer Biomet Group, or (iii) solicit, induce or attempt to induce any person or company that is a customer, supplier, service provider, distributor or sales agent of the Zimmer Biomet Group to discontinue or modify its customer relationship with the Zimmer Biomet Group.

3.

Non-Competition Period Payments

3.1

To the extent Employee is unable to obtain employment consistent with Employee's training and education solely because of the provisions of this Agreement, the following terms will apply upon expiration of any severance benefits to which Employee is otherwise eligible to receive ("Non-Competition Period Payments"):

(a)

Employer will make payments to Employee equal to 100% of the Employee's monthly base salary at the time of Employee's termination (exclusive of bonus, extra compensation and any other employee benefits) for each month of such unemployment through the end of the Non-Competition Period;

(b)

to the extent Employee is able to obtain employment which does not violate this Agreement, but solely because of this Agreement, the monthly base salary for the replacement employment is less than Employee's monthly base salary at the time of Employee's termination (exclusive of bonus, extra compensation and any other employee benefits), Employer agrees to pay the difference up to 100% of the Employee's monthly base salary for each such month through the end of the Non-Competition Period;

(c)

on the 15th day of each month of such unemployment, Employee will give Employer a detailed written account of Employee's efforts to obtain employment and an explanation exclusively attributing Employee's inability to obtain replacement employment to the provisions of this Agreement.

3.2

In the event of Employee's breach of the undertakings hereunder, Employee agrees that he will still be bound by all of the provisions set forth in this Agreement, including, but not limited to, the non-competition, non-solicitation, non-disparagement and non-disclosure covenants, until the end of the Non-Competition Period.

4.

Remedies

4.1

For each violation of the covenants set forth in Sections 1 and/or 2, Employee shall pay to Employer or, at Employer's instruction, any other affiliate of the Zimmer Biomet Group, an amount corresponding to Employee's last annual salary at the time of Employee's termination

(inclusive bonus payments, extra compensation and any other employee benefits) as liquidated damages plus such additional damages as may be incurred by Employer and/or any other affiliate of the Zimmer Group. The payment of this sum shall not operate as a waiver of the above obligations. Employer and/or any other affiliate of the Zimmer Biomet Group shall, in addition to all other damages, be entitled to obtain a court's order for specific performance, as well as adequate injunctive relief or any other adequate judicial measure, to immediately stop such violation.

4.2

To the extent that Employee breaches any provision of this Agreement during the Non-Competition Period and/or fails to timely submit the written account required by Section 3, Employer reserves, in addition to all other relief to which Employer shall be entitled, the right to cease making any Non-Competition Period Payments.

5.

Miscellaneous

5.1

This Agreement constitutes and expresses the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous oral or written agreements, representations, understandings and the like between the Parties.

5.2

This Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by the Parties.

5.3

If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

6.

Waiver

7.

Governing Law and Jurisdiction

7.1

This Agreement shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland.

7.2

The competent ordinary courts at the registered of Employer shall have exclusive jurisdiction for all disputes arising out of or in connection with this Agreement

Name of Subsidiary¹

Jurisdiction of Formation

Domestic subsidiaries:

A&E Advanced Closure Systems, LLC

Delaware

A&E Medical Corp.

New Jersey

Alto Development Corp.

New Jersey

Biomet 3i, LLC

Florida

dba Zimmer Biomet Dental

Biomet Biologics, LLC

Indiana

Biomet CV Holdings, LLC

Delaware

Biomet Fair Lawn LLC

Indiana

Biomet International Orthopedics, LLC

Delaware

Biomet International, Inc.

Delaware

Biomet Leasing, Inc.

Indiana

Biomet Manufacturing, LLC

Indiana

Biomet Microfixation, LLC

Florida

dba Zimmer Biomet CMF and Thoracic

Biomet Orthopedics, LLC

Indiana

Biomet Sports Medicine, LLC

Indiana

dba Biomet Sports Medicine Limited Liability Company (Forced)

Biomet Trauma, LLC

Indiana

Biomet U.S. Reconstruction, LLC

Indiana

Biomet, Inc.

Indiana

dba Zimmer Biomet

Cayenne Medical, Inc.

Delaware

CD Diagnostics, Inc.

Delaware

CD Laboratories, Inc.

Maryland

Citra Labs, LLC

Indiana

dba Biomet Citra Labs, LLC (Forced)

Dornoch Medical Systems, Inc.

Illinois

EBI Holdings, LLC

Delaware

EBI Medical Systems, LLC

Delaware

EBI, LLC

Indiana

dba Zimmer Biomet Bone Healing Technologies

dba Biomet Bone Healing Technologies

dba Biomet Bracing

dba Biomet Healing Technologies (Forced)

dba Biomet Spine (Forced)

dba Biomet Spine & Bone Healing Technologies

dba Biomet Spine & Bone Healing Technologies, LLC (Forced)

dba Biomet Spine & Bone Healing Technologies, Biomet Bracing and Biomet Osteobiologics, LLC (Forced)

dba Biomet Trauma, Biomet Spine (Forced)

dba Biomet Trauma, Biomet Spine, Biomet Bracing and Biomet Osteobiologics, LLC (Forced)

dba EBI, LLC (IN) (Forced)

dba EBI, LLC of Indiana (Forced)

Electro-Biology, LLC

Delaware

ETEX Corporation

Massachusetts

dba Zimmer ETEX

dba Zimmer Biomet ETEX

ETEX Holdings, Inc.

Delaware

dba Zimmer ETEX

Name of Subsidiary¹

Jurisdiction of Formation

dba Zimmer Biomet ETEX

Implant Concierge, LLC

Texas

Interpore Cross International, LLC

California

dba Zimmer Biomet Irvine

Kirschner Medical Corporation

Delaware

LVB Acquisition, Inc.

Delaware

Medical Compression Systems, Inc.

Delaware

Medtech Surgical, Inc.

Delaware

Orthopaedic Advantage, LLC

Indiana

Relign Corporation

Delaware

Synvasive Technology, Inc.

California

VSC Medical Holdings, Inc.

Delaware

ZB COOP LLC

Delaware

ZB EMEA US UK LLC

Delaware

ZB Manufacturing, LLC

Delaware

Zimmer Biomet Distribution LLC

Delaware

Zimmer Biomet Spine, Inc.

Delaware

dba Lanx

dba Zimmer Spine

Zimmer Caribe, LLC

Delaware

Zimmer CEP USA Holding Co.

Delaware

Zimmer CEP USA, Inc.

Delaware

Zimmer Co-op Holdings, LLC

Delaware

Zimmer CV, Inc.

Delaware

Zimmer Dental Inc.

Delaware

Zimmer Knee Creations, Inc.

Delaware

Zimmer Orthobiologics, Inc.

New Jersey

Zimmer Production, Inc.

Delaware

Zimmer Southeast Florida, LLC

Delaware

Zimmer Spine Next, Inc.

Delaware

Zimmer Surgical, Inc.

Delaware

Zimmer Trabecular Metal Technology, Inc.

New Jersey

Zimmer US, Inc.

Delaware

dba Zimmer Biomet

dba Zimmer Biomet Bay Area

dba Zimmer Biomet Mid-Atlantic

dba Zimmer Biomet North Texas

dba Zimmer Biomet Southern California

dba Zimmer US Cooperative

dba Compression Therapy Concepts

dba CTC Inc.

Zimmer, Inc.

Delaware

dba Zimmer Biomet

dba Zimmer Biomet Corporate Services (Forced)

dba Z Hotel

dba CD Diagnostics

dba CD Laboratories

Foreign subsidiaries:

Biomet Argentina SA

Argentina

Biomet 3i Australia Pty. Ltd.

Australia

Biomet Australia Pty. Ltd.

Australia

Zimmer Australia Holding Pty. Ltd.

Australia

Name of Subsidiary¹

Jurisdiction of Formation

Zimmer Biomet Pty. Ltd.

Australia

Zimmer Biomet Austria GmbH

Austria

ZH2LX Barbados Branch (branch)

Barbados

Zimmer Biomet Finance Srl

Barbados

Biomet 3i Belgium N.V.

Belgium

Biomet 3i Benelux Holdings N.V.

Belgium

Zimmer Biomet BVBA

Belgium

Biomet Insurance Ltd.

Bermuda

Biomet 3i do Brasil Comercio de Aparelhos Medicos Ltda.

Brazil

Biomet Brazil Medical Device Ltda.

Brazil

LDR Brasil Comercio, Importacao e Exportacao Ltda.

Brazil

WM World Medical Importacao e Exportacao Ltda.

Brazil

Zimmer do Brasil Comercio Ltda.

Brazil

ORTHOsoft ULC

Canada

dba Zimmer CAS

Zimmer Biomet Canada, Inc.

Canada

Zimmer Biomet Dental Canada Inc.

Canada

ZB Cayman (Asia) Holding Ltd.

Cayman Islands

ZB Cayman Island CBT 2 Ltd.

Cayman Islands

Zimmer Cayman Islands Holding Co. Ltd.

Cayman Islands

Biomet Chile SA

Chile

Zimmer Dental Chile Spa

Chile

Beijing Montagne Medical Device Co. Ltd.

China

Biomet China Co., Ltd.

China

Changzhou Biomet Medical Devices Co. Ltd.

China

Shanghai Biomet Business Consulting Co. Ltd.

China

Zhejiang Biomet Medical Products Co. Ltd.

China

Zimmer Biomet CBT

China

Zimmer Dental (Shanghai) Medical Device Co. Ltd.

China

Zimmer (Shanghai) Medical International Trading Co., Ltd.

China

Zimmer Biomet Colombia SAS

Colombia

IC Guided Surgery, SRL

Costa Rica

Zimmer Biomet Centroamerica SA

Costa Rica

Zimmer Czech sro

Czech Republic

Zimmer Biomet Denmark ApS

Denmark

Zimmer Biomet Finland Oy

Finland

Biomet France Sarl

France

LDR Médical S.A.S.

France

Medtech SA

France

Zimmer Biomet France SAS

France

Zimmer Biomet France Holdings SAS

France

Zimmer Dental SAS

France

Zimmer France Manufacturing Sarl

France

Zimmer Spine SAS

France

Biomet Deutschland GmbH

Germany

Biomet Deutschland Holding GmbH

Germany

Biomet Healthcare Management GmbH

Germany

Zimmer Biomet Deutschland GmbH

Germany

Zimmer Dental GmbH

Germany

Zimmer Germany Holdings GmbH

Germany

Zimmer International Logistics GmbH

Germany

Zfx GmbH

Germany

Zimmer Biomet Hellas SA

Greece

Name of Subsidiary¹

Jurisdiction of Formation

SM Re Ltd.

Guernsey

Biomet Hong Kong Holding Ltd.

Hong Kong

ZB Hong Kong CBT 2 Ltd.

Hong Kong

ZB Hong Kong Holding Ltd.

Hong Kong

ZB Hong Kong Ltd.

Hong Kong

Zimmer Asia (HK) Ltd.

Hong Kong

ZB Dental India Private Limited

India

Zimmer India Private Ltd.

India

Zimmer Biomet Ireland Limited

Ireland

Zimmer Orthopedics Manufacturing Limited

Ireland

D.S. Comp Ltd.

Israel

Zimmer Biomet Comp Ltd.

Israel

Zimmer Dental Ltd.

Israel

3DIEMME Srl

Italy

Lanx Srl

Italy

Zimmer Dental Italy Srl

Italy

Zimmer Biomet Italia Srl

Italy

Zfx Innovation GmbH

Italy

Zimmer Biomet Dental GK

Japan

Zimmer Biomet GK

Japan

Zimmer Biomet Korea Ltd.

Korea

Zimmer Biomet OUS Holdings AG

Liechtenstein

JERDS Luxembourg Holding Sarl

Luxembourg

Zimmer Luxembourg Sarl

Luxembourg

Zimmer Luxembourg II Sarl

Luxembourg

Zimmer Medical Malaysia SDN BHD

Malaysia

Biomet 3i Mexico S.A. de C.V.

Mexico

Biomet Mexico S.A. de C.V.

Mexico

Representaciones Zimmer Inc., S. de R.L. de C.V.

Mexico

A&E Medical Concepts Holding B.V.

Netherlands

A&E Medical Europe BV

Netherlands

A&E Medical Europe Cooperatief U.A.

Netherlands

Biomet 3i Netherlands B.V.

Netherlands

Biomet C.V.

Netherlands

Biomet Global Supply Chain Center B.V.

Netherlands

Biomet Holdings B.V.

Netherlands

Biomet Microfixation B.V.

Netherlands

Medical Concepts Europe BV

Netherlands

Medical Concepts Patents B.V.

Netherlands

ZB COOP C.V.

Netherlands

ZB (PW) Holdings B.V.

Netherlands

Zimmer Biomet Asia Holding B.V.

Netherlands

Zimmer Biomet Nederland B.V.

Netherlands

Zimmer Biomet PW Global Holding B.V.

Netherlands

Zimmer Manufacturing B.V.

Netherlands

Zimmer Netherlands Cooperatief U.A.

Netherlands

Zimmer Biomet New Zealand Company

New Zealand

Zimmer Biomet Norway AS

Norway

Zimmer Biomet Polska Sp. z.o.o

Poland

Biomet 3i Portugal Lda

Portugal

Zimmer Biomet Portugal Unipessoal, Lda

Portugal

Biomet Orthopedics Puerto Rico, Inc.

Puerto Rico

EBI Patient Care, Inc.

Puerto Rico

Name of Subsidiary¹

Jurisdiction of Formation

Lanx Puerto Rico, LLC 

Puerto Rico

Zimmer Manufacturing B.V. (branch)

Puerto Rico

Zimmer Biomet Romania S.R.L.

Romania

Zimmer CIS Ltd.

Russia

Zimmer Biomet Asel Alarabiya Limited Company

Saudi Arabia

Zimmer Biomet Asia Holdings Pte. Ltd.

Singapore

Zimmer Pte. Ltd.

Singapore

Zimmer Slovakia sro

Slovakia

Zimmer Biomet South Africa (Pty) Ltd.

South Africa

Biomet 3i Dental Iberica SL

Spain

Biomet Spain Orthopaedics S.L.

Spain

Zimmer Biomet Spain S.L.

Spain

Biomet 3i Nordic AB

Sweden

Biomet Cementing Technologies AB

Sweden

Scandimed Holding AB

Sweden

Zimmer Biomet Sweden AB

Sweden

Biomet 3i Switzerland GmbH

Switzerland

Zimmer Biomet Global Holdings Switzerland GmbH

Switzerland

Zimmer GmbH

Switzerland

Zimmer GmbH Euro IP Branch (branch)

Switzerland

Zimmer GmbH, Winterthur Branch (branch)

Switzerland

Zimmer Surgical SA

Switzerland

Zimmer Switzerland Holdings LLC

Switzerland

Zimmer Switzerland Manufacturing GmbH

Switzerland

Zimmer Biomet Taiwan Co., Ltd.

Taiwan

Zimmer Biomet (Thailand) Co., Ltd.

Thailand

Biomet 3i Turkey

Turkey

Zimmer Biomet Tibbi Cihazlar Sanayi ve Ticaret Anonim Sirketi

Turkey

Zimmer Gulf FZ LLC

United Arab Emirates

Biomet 3i UK Ltd.

United Kingdom

Biomet Acquisitions (Unlimited)

United Kingdom

Biomet UK Ltd.

United Kingdom

Biomet UK Healthcare Ltd.

United Kingdom

ZB EMEA 1 LP

United Kingdom

ZB EMEA Finance UK 1 Ltd.

United Kingdom

ZB EMEA Finance UK 2 Ltd.

United Kingdom

ZB EMEA Finance UK 3 Ltd.

United Kingdom

ZB EMEA Finance UK 4 Ltd.

United Kingdom

ZB UK Group Holdings Limited

United Kingdom

Zimmer Biomet UK Ltd.

United Kingdom

Zimmer Trustee Ltd.

United Kingdom

Zimmer UK Limited

United Kingdom

¹ 

Excludes certain entities that have de minimis activity or are in the process of being liquidated or dissolved and that, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

1.

I have reviewed this quarterly report on Form 10-Q of Zimmer Biomet Holdings, Inc.;

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 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 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:

(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.

/s/ Bryan C. Hanson

Bryan C. Hanson

President and Chief Executive Officer

1.

I have reviewed this quarterly report on Form 10-Q of Zimmer Biomet Holdings, Inc.;

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 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 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:

(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.

/s/ Suketu Upadhyay

Suketu Upadhyay

Executive Vice President and Chief Financial Officer

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bryan C. Hanson

Bryan C. Hanson

President and Chief Executive Officer

August 3, 2021

/s/ Suketu Upadhyay

Suketu Upadhyay

Executive Vice President and Chief Financial Officer

August 3, 2021