13D Filing: TPG Group Holdings (SBS) Advisors, Inc. and Zimmer Biomet Holdings, Inc. (ZBH)

Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer

This Amendment amends and restates Item
6 of the Original Schedule 13D by adding the paragraph set forth below immediately after the twelfth paragraph.

“All rights and obligations formerly
attributable to LVB under the Zimmer Stockholders Agreement and Coordination Agreement are henceforth attributable to the Sponsor
Funds in their individual capacity.”

This Amendment amends and restates the
twelfth and thirteenth paragraphs of Item 6 of the Original Schedule 13D in their entirety as set forth below.

“Lock-up Agreement

In connection with the registered underwritten
offering undertaken by certain of the other Sponsors on February 4, 2016, the TPG Funds, certain other stockholders of the Issuer
and each director and officer of the Issuer agreed with the underwriter of the offering, subject to certain exceptions, not to
dispose of or hedge any of their Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period
ending on the date that is 60 days following February 4, 2016, except with the prior written consent of the underwriter. The underwriter
may in its sole discretion and at any time without notice release some or all of the shares subject to a Lock-Up Agreement prior
to the expiration of the lock-up period.

References to and descriptions of the
Merger Agreement, Zimmer Stockholders Agreement, Coordination Agreement and Lock-up Agreement set forth above do not purport to
be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, Zimmer Stockholders Agreement,
Coordination Agreement and Lock-up Agreement, which have been filed as Exhibits 2, 3, 4, 5 and 6 and are incorporated by reference
herein.

Except for the Merger Agreement, Zimmer
Stockholders Agreement, Coordination Agreement and Lock-up Agreement, to the knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any
other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power or investment power over such securities.”