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

Published on February 10, 2016 at 5:52 pm by Meena Krishnamsetty in Hedge Funds, News

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Page 8 of 11 SEC Filing

Item 7. Material to Be Filed as Exhibits

This Amendment amends and restates Item 7 of the Original
Schedule 13D in its entirety as set forth below:

1.

“Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc.,
T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as
of February 14, 2011 (previously filed with the Securities and Exchange Commission (the “Commission”) as Exhibit
1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011).

2.

Agreement and Plan of Merger, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., Owl Merger Sub, Inc. and LVB
Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to Zimmer Holdings, Inc.’s Current Report on Form 8-K filed with
the Commission on April 30, 2014).

3.

Stockholders Agreement, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., LVB Acquisition Holding, LLC, and other
signatories thereto (incorporated by reference to Exhibit 4.1 to Zimmer Holdings, Inc.’s Current Report on Form 8-K filed
with the Commission on April 30, 2014).

4.

Amendment No. 1, dated as of March 30, 2015, to Stockholders Agreement, dated as of April 24, 2014, by and among Zimmer Holdings,
Inc., LVB Acquisition Holding, LLC, and other signatories thereto (incorporated by reference to Exhibit 2.1 to Zimmer Holdings,
Inc.’s Current Report on Form 8-K filed with the Commission on April 1, 2015).

5.

Coordination Agreement, dated as of June 24, 2015, by and among certain membership unit holders of LVB Acquisition Holding,
LLC (incorporated by reference to Exhibit 4 to the Schedule 13D filed by LVB Acquisition Holding, LLC with the Commission on April
1, 2015).

6.

Form of Lock-Up Agreement of the TPG Funds, dated as of February 4, 2016 (filed herewith).”

(Page 8 of 11 Page)

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NYSE:ZBH SEC 13D Filing Zimmer Biomet Holdings Tpg Group Holdings (sbs) Advisors