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VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this Agreement ) is entered into as of July 29, 2021, by and between Bioventus Inc.,
a Delaware corporation ( Parent ), and the persons set forth on Schedule A attached hereto (each, a Stockholder and, collectively, the Stockholders ). Capitalized terms used but not
otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement ), by and among Parent, Misonix, Inc., a Delaware corporation (the
Company ), Oyster Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ( Acquisition Sub I ) and Oyster Merger Sub II, LLC, a Delaware limited liability company and a
wholly owned Subsidiary of Parent ( Acquisition Sub II ).
WHEREAS, Parent, the Company, Acquisition Sub I and Acquisition Sub II are entering into the Merger Agreement concurrently with the execution
and delivery of this Agreement, which Merger Agreement sets forth the terms and conditions on which Acquisition Sub I will be merged with and into the Company (the First Merger ), with the Company surviving the First Merger as a
wholly owned Subsidiary of Parent, and the Company will thereafter be merged with and into Acquisition Sub II (the Second Merger , and together with the First Merger, the Mergers ), with Acquisition Sub II
surviving the Second Merger as a wholly owned Subsidiary of Parent.
WHEREAS, as of the date hereof, each Stockholder is the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of the shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule A attached hereto (the Existing
WHEREAS, Parent has required, as an inducement to Parent entering into the Merger Agreement, that the Stockholders
enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and
agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
to Vote. Each Stockholder, severally and not jointly, agrees that, from and after the date hereof and until the earlier to occur of (x) the receipt of the Required Company Stockholder Vote and (y) the Termination Time (as defined in
Section 4.1 below) (the Voting Covenant Expiration Date ), at the Company Stockholder Meeting or any other meeting of the stockholders of the Company, however called, or in connection with any written
consent of the stockholders of the Company, in each case relating to any proposed action by the stockholders of the Company with respect to the matters set forth in Section 1.1(b) below (each, a Voting
Event ), such Stockholder shall:
(a) appear at each such Voting Event or otherwise cause the Existing Shares
that are capable of being voted and any voting securities of the Company acquired by such Stockholder after the date hereof and prior to the record date of such Voting Event owned beneficially or of record by such Stockholder (together with the
Existing Shares, the Voting Shares ) to be counted as present thereat for purposes of calculating a quorum; and
(b) vote (or cause to be voted), in person or by proxy, the Voting Shares (i) in favor of adoption of the Merger Agreement
and the transactions contemplated by the Merger Agreement; (ii) in favor of any proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the adoption of the Merger Agreement; (iii) against
any Company Acquisition Proposal or any other proposal in opposition to, or in competition with, the Merger and the transactions contemplated by the Merger Agreement; and (iv) against any other action, agreement or transaction that is intended
to, or would reasonably be expected to, impede, interfere with, delay, postpone or discourage the transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or
by such Stockholder of its obligations under this Agreement or the satisfaction or fulfillment of Parent s, the Company s or the Acquisition Subs conditions to consummate the transactions contemplated by the Merger Agreement.
In case of a stock dividend or distribution of voting securities of the Company, or any change in the Company Common Stock by reason of any stock dividend or
distribution, split-up, recapitalization, combination, exchange of shares or the like, the term Voting Shares shall be deemed to refer to and include the Voting Shares as well as all such stock
dividends and distributions of voting securities of the Company and any voting securities into which or for which any or all of the Voting Shares may be changed or exchanged.
1.2 Capacity as Stockholder. Each Stockholder signs this Agreement solely in such Stockholder s capacity as a stockholder of the
Company, and not in such Stockholder s capacity as (a) a director, officer or employee of the Company or any of its Subsidiaries, (b) an equity holder of Parent or (c) a trustee or fiduciary of any employee benefit plan or trust.
Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of the Company in the exercise of his or her fiduciary duties as a director or officer of the Company or in his or her capacity as a
trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any
action in his or her capacity as such director, officer, trustee or fiduciary (including voting in favor of any Company Change in Recommendation) and no such action or omission shall be deemed a breach of this Agreement.
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Stockholders. Each Stockholder, severally and not jointly, hereby represents and warrants to
(a) Authorization; Validity of Agreement; Necessary Action. If such Stockholder is not an
individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Legal Requirements of the jurisdiction in which it is incorporated, organized or constituted and the consummation of
the transactions contemplated hereby are within such Stockholder s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has all requisite entity power and authority to
execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has all requisite legal capacity, right and authority to execute and deliver this Agreement
and to perform such Stockholder s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming this Agreement constitutes the valid and binding agreement of Parent, constitutes the
valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the General Enforceability Exception.
(b) Ownership. As of the date hereof, the number of shares of Company Common Stock beneficially owned (within the
meaning of Rule 13d-3 under the Exchange Act) by such Stockholder is reflected on Schedule A to this Agreement. As of the date hereof, the Existing Shares are the only shares of Company Common Stock held of
record or beneficially owned by such Stockholder. Subject to the Transfers otherwise permitted by Section 3.1, such Stockholder has and will have at all times through the Voting Covenant Expiration Date sole voting power,
sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I or Article III hereof, and sole power to agree to all of the matters set forth in this Agreement, in each
case with respect to all of the Voting Shares with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Existing Shares are free and clear of any Liens and
will be at all times prior to the Voting Covenant Expiration Date free and clear of any Liens, in each case, which would impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated
hereby on a timely basis. Such Stockholder further represents that any proxies heretofore given in respect of the Existing Shares have been revoked.
(c) No Violation. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such
Stockholder of its obligations under this Agreement will not, (i) contravene or conflict with the organizational or governing documents of such Stockholder, (ii) contravene or conflict with or constitute a violation by such Stockholder of
any provision of any Legal Requirement binding upon or applicable to such Stockholder or any of its properties or assets, (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental
Entity on the part of such Stockholder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal or state securities laws and the rules and regulations promulgated
thereunder, or (iv) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material
benefit under any loan, guarantee of indebtedness or credit agreement, note, bond,
mortgage, indenture, lease or agreement binding upon such Stockholder or any of its Subsidiaries or result in the creation of any Lien (other than Company Permitted Encumbrances) upon any of the
Voting Shares, except for any of the matters set forth in the foregoing clauses (ii) and (iv) as would not reasonably be expected to impair the ability of such Stockholder to perform its obligations hereunder or to consummate the
transactions contemplated hereby on a timely basis.
(d) No Inconsistent Agreements. Except as contemplated by this
Agreement, such Stockholder has not entered into any voting agreement or voting trust with respect to the Existing Shares and has not granted consent, proxy or power of attorney with respect to the Existing Shares, in each case,
which is inconsistent with such Stockholder s obligations pursuant to this Agreement.
2.2 Representations and Warranties of
Parent. Parent hereby represents and warrants to the Stockholders as follows:
(a) Authorization; Validity of
Agreement; Necessary Action. Parent is duly organized and validly existing in good standing (where such concept is recognized) under the Legal Requirements of the jurisdiction in which it is incorporated, organized or constituted and the
consummation of the transactions contemplated hereby are within Parent s entity powers and have been duly authorized by all necessary entity actions on the part of Parent, and Parent has all requisite entity power and authority to execute,
deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes the valid and binding agreement of the
Stockholders, constitutes the valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to the General Enforceability Exception.
(b) No Violation. The execution and delivery of this Agreement by Parent does not, and the performance by Parent of its
obligations under this Agreement will not, (i) contravene or conflict with the organizational or governing documents of Parent, (ii) contravene or conflict with or constitute a violation by Parent of any provision of any Legal Requirement
binding upon or applicable to Parent or any of its properties or assets, (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of Parent, except for compliance
with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal or state securities laws and the rules and regulations promulgated thereunder, or (iv) result in any violation of, or default (with
or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement,
note, bond, mortgage, indenture, lease or agreement binding upon Parent or result in the creation of any Lien (other than Parent Permitted Encumbrances) upon any of the properties or assets of Parent, except for any of the matters set forth in the
foregoing clauses (ii) and (iv) as would not reasonably be expected to impair the ability of Parent to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
3.1 Pre-Closing Transfer Restrictions. Each Stockholder, severally and not jointly, agrees that, commencing on the date hereof and ending at the Termination Time, not to sell, transfer, pledge, encumber, assign,
distribute, gift or otherwise dispose of (collectively, a Transfer ) or enter into any contract, option, put, call or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective
economic disposition due to hedging, cash settlement or otherwise) of, any of the Voting Shares, or any interest therein, provided, that notwithstanding the foregoing, a Stockholder may Transfer to any Affiliate of such Stockholder or to
any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such Stockholder or Affiliate of such Stockholder, provided further, that as a condition to such transfer, such transferee or
transferees shall execute an agreement that contains the same substantive covenants regarding voting and transfer as are contained in this Agreement and (ii) Stavros Vizirgianakis may exercise any Company Option in accordance with its terms and
may Transfer shares of Company Common Stock in connection with the exercise of any Company Option or payment of tax withholding obligations arising from the exercise, vesting or settlement of any Company Option or share of Company Restricted Stock.
3.2 No Contravening Actions. Each Stockholder further agrees not to take or agree or commit to take any action that would make any
representation and warranty of such Stockholder contained in this Agreement inaccurate in any material respect.
Solicitation. Each Stockholder will immediately cease, and will instruct its Representatives to immediately cease, any discussions or negotiations with any Person that may be ongoing with respect to any Company Acquisition Proposal or any
proposal that would reasonably be expected to lead to a Company Acquisition Proposal. Each Stockholder agrees that, from and after the date hereof and until the Voting Covenant Expiration Date, such Stockholder shall not, directly or indirectly, nor
shall it authorize or permit any of its Representatives to, directly or indirectly, (1) solicit, initiate or knowingly encourage or knowingly induce (including by way of furnishing information), or take any other action designed to knowingly
facilitate, any inquiry or the making of any proposal which constitutes, or would be reasonably expected to lead to, a Company Acquisition Proposal (provided that such Stockholder and its Representatives may refer the Person making such proposal or
offer to the provisions of this Section 3.3 or the provisions in Section 4.2 and Section 4.5 of the Merger Agreement) or (2) engage in any discussions or negotiations regarding any Company Acquisition
Proposal (provided that such Stockholder and its Representatives may refer the Person making such proposal or offer to the provisions of this Section 3.3 or the provisions in Section 4.2 and Section 4.5 of the
Merger Agreement). Each Stockholder acknowledges and agrees that, in the event any Representative of such Stockholder (acting in its capacity as such) takes any action that if taken by such Stockholder would be a breach of this
Section 3.3, the taking of such action by such Representative will be deemed to constitute a breach of this Agreement (including this Section 3.3) by such Stockholder. Notwithstanding anything to
the contrary in this Section 3.3, each Stockholder and its Representatives may engage in such activities at such times and to the extent that the Company or any of its Representatives is permitted to engage in such
activities pursuant to the terms of the Merger Agreement, but only if such Stockholder and its Representatives comply with the terms of the Merger Agreement as if it were the Company or one of its Representatives.
Termination. This Agreement shall terminate upon the earliest to occur of (a) the First Effective Time, (b) the valid termination of the Merger Agreement in accordance with Section 6.1 of the Merger Agreement or (c) the
date on which any amendment to the Merger Agreement is effected (including any waiver or forbearance of the parties rights under the Merger Agreement that has the effect of an amendment), in each case, without the Stockholders prior
written consent, that (i) diminishes the Merger Consideration to be received by the stockholders of the Company, (ii) changes the forms of Merger Consideration payable to the stockholders of the Company, (iii) affects any of the other
material terms of Article I (The Mergers), Section 4.5 (Meeting of Company Stockholders; Company Change in Recommendation); Section 4.12 (Certain Tax Matters); Section 4.13 (Indemnification; Directors and Officers
Insurance), Article V (Conditions to Each Party s Obligation to Effect the Mergers) or Article VI (Termination) of the Merger Agreement in a manner that is materially adverse to any of the Stockholders, or (iv) extends the End Date or