Filed by Bowne Pure Compliance






Exhibit 10.1


PIGGYBACK REGISTRATION RIGHTS
AGREEMENT


This PIGGYBBACK
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered
into as of December 22, 2008, by and among Integra LifeSciences Holdings
Corporation, a Delaware corporation (the “Company”) and
George Heenan, Thomas Gilliam and Michael Evers, as trustees of The Bruce A.
LeVahn 2008 Trust and Steven M. LeVahn (each individually, a
“Shareholder” and, collectively, the
“Shareholders”).


RECITALS


WHEREAS, this
Agreement is made pursuant to the Stock Purchase Agreement (the
“Acquisition Agreement”), dated as of the date hereof, by
and among the Company and the Shareholders (the owners of all the outstanding
shares of Minnesota Scientific, Inc., doing business as “Omni-Tract
Surgical” (“Minnesota Scientific”));


WHEREAS, pursuant
to the Acquisition Agreement, (a) Minnesota Scientific has been acquired
by the Company (the “Acquisition”), (b) the
Shareholders received cash and shares of common stock, par value $0.01 per
share, of the Company (the “Common Stock”) on the Closing
Date (as defined in the Acquisition Agreement), (c) the Shareholders
will receive certain Common Stock on the Second Payment Date (as defined in the
Acquisition Agreement), and (d) certain shares of Common Stock were
deposited with the custodian of the Escrow Agent (as defined in the Acquisition
Agreement) (the “Escrow Shares”).


WHEREAS, in
connection with the consummation of the Acquisition, the parties desire to
enter into this Agreement in order to grant certain registration rights to the
Shareholders as set forth herein.


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


AGREEMENT


1. Certain Definitions. As
used in this Agreement, the following terms shall have the following respective
meanings:


(a) “Commission” means the Securities
and Exchange Commission or any other federal agency at the time administering
the Securities Act.


(b) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, or any successor federal statute,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.


(c) “Holder” shall mean (i) each
Shareholder, and (ii) and any person or entity holding Registrable
Securities to whom the relevant rights under this Agreement have been
transferred in accordance with the terms hereof, but solely in such
Holder’s capacity as a stockholder of the Company (including, but not
limited to, the Escrow Agent with respect to the Escrow Shares).


 


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(d) The terms
“register,” “registered” and
“registration” refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act, and
the declaration or ordering of the effectiveness of such registration statement.


(e) “Registrable Securities” means
(i) the shares of Common Stock issued to the Shareholders pursuant to
the Acquisition Agreement as set forth on Schedule 1 attached
hereto and (ii) any shares of Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, that with respect to a
particular Holder, such Holder’s shares of Common Stock shall cease to be
Registrable Securities upon the earliest to occur of the following: (A)
a sale pursuant to a registration statement or Rule 144 under the
Securities Act (in which case, only such shares of Common Stock sold by the
Holder shall cease to be a Registrable Security); or (B) the date on
which, in the opinion of counsel to the Company, such Registrable Securities
become eligible for resale by the Holder under Rule 144 without volume or
manner-of-sale restrictions.


(f) “Registration Expenses” shall mean
all expenses incurred in connection with registrations, filings or
qualifications pursuant to Section 2 hereof, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, the expense of any special audits incident to or required by any
such registration, but shall not include (x) Selling Expenses and
(y) the compensation of regular employees of the Company, which
compensation shall be paid in any event by the Company.


(g) “Securities Act” shall mean the
Securities Act of 1933, as amended, or any successor federal statute, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the time.


(h) “Selling Expenses” shall mean all
underwriting discounts, selling commissions and stock transfer taxes applicable
to the Registrable Securities registered by the Holders and fees and
disbursements of counsel for any Holder.


2. Piggyback Registration.


(a) Notice
of Registration. If at any time or from time to time the Company shall
determine to register any of its Common Stock or other securities convertible
or exchangeable into or exercisable for Common Stock under the Securities Act,
either for its own account or the account of a security holder or holders,
other than (i) a registration on Form S-8, (ii) a registration
relating solely to employee benefit plans, (iii) a registration pursuant
to any agreement between the Company and the holder of securities of the
Company entered into prior to the date of this Agreement that would not permit
Registrable Securities to be included in the registration or (iv) a
registration on Form S-4 or other form which does not permit Registrable
Securities to be included in the registration, the Company will give prompt
written notice to each Holder of Registrable Securities of its intention to
effect such a registration and subject to Section 2(c) below, will
include in such registration, and in any underwriting involved therein, on the
same terms and conditions as all other securities included in the registration,
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within ten (10) days after the
receipt of the Company’s notice. If a Holder


	 	 	 	 	 
	  	 	 	 	 
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decides not to include all of its
Registrable Securities in any registration statement thereafter filed by the
Company, such Holder will nevertheless continue to have the right to include
any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to
offerings of its securities, all upon the terms and conditions set forth herein.


(b) Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders of Registrable Securities
as a part of the written notice given pursuant to Section 2(a). In
such event, the right of any Holder to be included in a registration pursuant
to this Section 2 shall be conditioned upon such Holder’s
participation in the underwriting for such registration to the extent provided
herein. All Holders of Registrable Securities proposing to distribute their
securities through such underwriting shall (together with the Company and the
other holders distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for such underwriting by the Company. Notwithstanding
the foregoing, with respect to the underwriting agreement or any other
documents reasonably required under such agreement, no Holder of Registrable
Securities shall be required to make any representation or warranty with
respect to or on behalf of the Company or any other stockholder of the Company.


(c) Priority on Piggyback Registrations.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determines that marketing factors require limitation of the number
of shares to be underwritten, the managing underwriter may limit the
Registrable Securities to be included in such registration. The Company shall
so advise all Holders of Registrable Securities and other holders distributing
their securities through such underwriting and the number of shares of
securities that may be included in the registration and underwriting shall be
allocated, subject to the rights of any holders of registration rights granted
by the Company prior to the date of this Agreement, first to the Company
and to any holders distributing their securities through such underwriting of
Company securities pursuant to demand registration rights (to be allocated as
determined by the Company); and second to all Holders of Registrable
Securities and other holders distributing their securities through such
underwriting in proportion, as nearly as practicable, to the respective amounts
of securities requested to be included in such registration by such Holders or
other holders. To facilitate the allocation of shares in accordance with the
above provisions, the Company may round the number of shares allocated to any
Holder of Registrable Securities or other holder to the nearest 100 shares. If
any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company and the managing
underwriter, delivered at least ten (10) business days prior to the
contemplated effective date of the registration statement. Any Registrable
Securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration.


(d) Right
to Terminate Registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration. The Registration Expenses
of such withdrawn registration shall be borne by the Company in accordance with
Section 3 hereof.


	 	 	 	 	 
	  	 	 	 	 
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3. Expenses of Registration.
All Registration Expenses (for the avoidance of doubt, excluding Selling
Expenses) for the Stockholders for the piggyback registrations described in
Section 2 shall be borne by the Company.


4. Registration Procedures. In
the case of each registration, qualification or compliance effected by the
Company pursuant to this Agreement, the Company will keep each Holder of
Registrable Securities advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, the Company
will, as expeditiously as reasonably possible:


(a) Prepare
and file with the Commission a registration statement with respect to such
Registrable Securities and use its commercially reasonable efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to one hundred and twenty
(120) days or, if earlier, until the Holder or Holders have completed the
distribution related thereto.


(b) Furnish
to the Holders participating in such registration and to the underwriters of
the securities being registered such reasonable number of copies of the
registration statement, each amendment and supplement thereto, preliminary
prospectus, final prospectus and such other documents as such Holders may
reasonably request in order to facilitate the disposition of such Registrable
Securities owned by them.


(c) Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement for the period set forth in paragraph
(a) above.


(d) Use its
commercially reasonable efforts to register and qualify the securities covered
by such registration statement under such other securities or “blue
sky” laws of such jurisdictions as shall be reasonably requested by the
Holders and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holder to consummate the disposition in
such jurisdictions of the securities owned by such Holder, provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction.


(e) In the
event of any underwritten public offering, enter into and perform its
obligations under such customary agreements (including an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering) and take all such other customary actions as the Holders of a
majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities. Subject to the limitations set forth in
Section 5, each Holder participating in such underwriting shall
also enter into and perform its obligations under such agreements (including an
underwriting agreement).


	 	 	 	 	 
	  	 	 	 	 
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(f) Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act or the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and, at the request
of any such Holder, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
securities, such prospectus will not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made.


(g) Advise
each Holder, promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the Commission suspending the
effectiveness of any such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use its best
efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued.


(h) Furnish,
at the request of any Holder requesting registration of Registrable Securities
pursuant to Section 2, on the date or dates provided for in the
underwriting agreement if such securities are being sold through underwriters,
(i) an opinion, dated as of such date, of the counsel representing the
Company for the purposes of such registration, covering such matters as such
counsel, underwriters and the Holders may reasonably agree upon (including such
matters as are customarily given to underwriters in an underwritten public
offering), addressed to the underwriters, if any, and (ii) a letter or
letters dated as of such date, from the independent certified public
accountants of the Company, addressed to the underwriters, if any, covering
such matters as such accountants, underwriters and Holders may reasonably agree
upon.


(i) Cause all
such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then
listed.


(j) Provide a
transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.


(k) Make
generally available to its security holders an earnings statement of the
Company that satisfies the provisions of Section 11(a) of the
Securities Act covering a period of 12 months beginning after the
effective date of such registration statement no later than 45 days after
the termination of such 12-month period.




	 	 	 	 	 
	  	 	 	 	 
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5. Indemnification.


(a) Indemnification of Holders. To the extent
permitted by law, the Company will indemnify each Holder, each of its
equityholders, officers, directors, agents, employees, advisors and partners
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and any underwriter (as defined
in the Securities Act) of offerings effected pursuant to this Agreement, if
any, and each person who controls any underwriter within the meaning of
Section 15 of the Securities Act, as and when incurred, against all
expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including, without limitation, any of the foregoing incurred in
settlement of any litigation, commenced or threatened (including
attorneys’ fees and expenses), arising out of or based on any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, or any violation by the Company of the Securities Act,
the Exchange Act, any state securities laws or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
laws applicable to the Company in connection with any such registration,
qualification or compliance, and the Company will reimburse each such Holder of
Registrable Securities, each of its equityholders, officers, directors, agents,
employees, advisors and partners and each person controlling such Holder, any
underwriter of offerings effected pursuant to this Agreement, if any, and each
person who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action, provided that the
Company will not be liable to any such person in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission (or alleged untrue statement or
omission), made in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder,
controlling person or underwriter and stated to be specifically for use therein
or the preparation thereof.


(b) Indemnification of the Company. To the extent
permitted by law, each Holder of Registrable Securities will, if Registrable
Securities held by such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, severally but not
jointly, indemnify the Company, each of its directors, each of its officers,
each underwriter, if any, of the Company’s securities covered by such a
registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act,
and each other Holder selling securities in such registration statement, each
of such Holder’s officers and directors and each person controlling such
Holder within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company, such
Holders, and such directors, officers, persons, underwriters or control persons
for any legal or any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability
or action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished to the Company by an instrument duly
executed by such Holder and stated to be specifically for


	 	 	 	 	 
	  	 	 	 	 
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 use therein or the
preparation thereof; provided, however, that the indemnity
agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld or delayed). Notwithstanding the foregoing, the
liability of each Holder under this Section 5(b) shall be in
proportion to and limited to an amount equal to the net proceeds received by
such Holder from the sale of Registrable Securities held by such Holder in such
registration.


(c) Indemnification Procedures. Each party entitled
to indemnification under this Section 5 (the “Indemnified
Party”) shall give written notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnity
may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld or delayed), and the Indemnified Party may
participate in such defense at such party’s expense, provided,
however, that the Indemnifying Party shall bear the expense of such
defense of the Indemnified Party if (i) the Indemnifying Party has
agreed in writing to pay such expenses, (ii) the Indemnifying Party
shall have failed to assume the defense of such claim or employ counsel
reasonably satisfactory to the Indemnified Party, or (iii) in the
reasonable judgment of the Indemnified Party, based upon the written advice of
such Indemnified Party’s counsel, representation of both parties by the
same counsel would be inappropriate due to actual or potential conflicts of
interest; provided, however, that in no event shall the
Indemnifying Party be liable for the fees and expenses of more than one counsel
(excluding one local counsel per jurisdiction as necessary) for all Indemnified
Parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same event, allegations or
circumstances. The failure of any Indemnified Party to give written notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 5 except to the extent such failure to give such
notice is materially adversely prejudicial to an Indemnifying Party in the
defense of any such action. The Indemnified Party shall not make any settlement
without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement (A) which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party a release
from all liability in respect to such claim or litigation in form and substance
reasonably satisfactory to such Indemnified Party or (B) which includes
an admission of fault, culpability or a failure to act, by or on behalf of any
Indemnified Party.


(d) Contribution. If the indemnification provided
for in this Section 5 is held by a court of competent jurisdiction
to be unavailable to an Indemnified Party with respect to any loss, liability,
claim, damage or expense referred to herein, then the Indemnifying Party, in
lieu of indemnifying such Indemnified Party hereunder, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such loss,
liability, claim, damage or expense in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage or expense, as well as any
other


	 	 	 	 	 
	  	 	 	 	 
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relevant equitable considerations; provided, however, the
liability of each Holder under this Section 5(d) shall be in
proportion to and limited to an amount equal to the net proceeds received by
such Holder from the sale of Registrable Securities held by such Holder in such
registration. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the
parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. Notwithstanding
anything contained in this Section 5, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered in connection with the underwritten public offering are in
conflict with the provisions of this Section 5, the provisions of
the underwriting agreement shall control.


(e) Survival. The obligations of the Company and
Holders under this Section 5 shall survive the completion of any
offering of Registrable Securities in a registration statement under this
Agreement, and will remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party or any officer,
director or controlling person of such indemnified party and will survive the
transfer of securities.


6. Information by Holder. The
Holders of Registrable Securities included in any registration shall furnish to
the Company such information regarding such Holders, the Registrable Securities
held by them and the distribution proposed by such Holders as the Company may
request in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in Section 2.


7. Rule 144 Reporting. At
the request of any holder of Registrable Securities who proposes to sell
securities in compliance with Rule 144 of the Securities Act, the Company
agrees to use its commercially reasonable efforts to forthwith furnish to such
holder a written statement of compliance with the filing requirements of the
Commission as set forth in Rule 144, as such rule may be amended from time
to time.


8. No Transfer of Registration
Rights. The rights to cause the Company to register securities
granted to a Holder under Section 2 may not be assigned or
transferred by such Holder without the prior written consent of the Company.
Any attempted assignment or transfer in breach of this Section 8
shall be null and void.


9. Standoff Agreement. Each
Holder hereby agrees that during the period of duration (not to exceed 180
days) specified by the Company and the managing underwriter of Common Stock of
the Company following the effective date of the registration statement of the
Company filed under the Securities Act, to the extent requested by the Company
or such underwriter, not to, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase, pledge or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any Common Stock held by it at any time
during such period except Common Stock included in such registration.
Notwithstanding anything to the contrary contained in this
Section 9, if (i) during the last 17 days of the initial lock-up period described above, the
Company releases earnings results or announces material news or a material
event or (ii) prior to the expiration of the initial lock-up period, the
Company


	 	 	 	 	 
	  	 	 	 	 
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announces that it will release earnings results during the 15-day
period following the last day of the initial lock-up period, then in each case
the lock-up period described above will be automatically extended until the
expiration of the 18-day period beginning on the date of release of the
earnings results or the announcement of the material news or material event, as
applicable, unless the managing underwriters waive, in writing, such extension.
If requested by such underwriter, each Holder agrees to execute a lock-up
agreement in such form as the underwriter may reasonably propose. Any waiver of
Holders’ obligations pursuant to this Section 9 shall apply
to all Holders, on a pro rata basis according to the number of Registrable
Securities then outstanding held by each Holder.


10. Termination. Any
registration rights of the Holder granted pursuant to this Agreement shall
terminate (if not already terminated as provided herein) and the Company shall
have no obligations pursuant to this Agreement with respect to any Registrable
Securities upon the earliest to occur of the following: (A) such
Registrable Securities being sold pursuant to a registration statement or
Rule 144 under the Securities Act; or (B) the date on which, in the
opinion of counsel to the Company, all Registrable Securities held by such
Holder are eligible for resale by the Holder under Rule 144 without volume
or manner-of-sale restrictions.


11. Miscellaneous.


(a) Successors and Assigns. Except as otherwise
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.


(b) Entire
Agreement; Amendments; Waivers. This Agreement (including the schedules
hereto) constitutes the full and entire understanding and agreement of the
parties with regard to the subject matter hereof and supersedes all other
agreements of the parties relating to the subject matter hereof. No party shall
be liable or bound to any other party in any manner by any warranties,
representations or covenants regarding the subject matter hereof except as
specifically set forth herein. No amendment, supplement or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any provision of this Agreement shall constitute a waiver
of any other provision hereof, nor shall any such waiver constitute a
continuing waiver unless expressly so provided therein.


(c) Notices, etc. All notices and other
communications required or permitted hereunder shall be in writing and shall be
delivered in the manner and to the parties at the addresses set forth in the
Acquisition Agreement.


(d) Governing Law; Jurisdiction. This Agreement
shall be construed, governed and interpreted in accordance with the Laws of the
State of Delaware, without regard to conflicts of laws principles. Each party
irrevocably and unconditionally: (i) agrees that any dispute
arising out of this Agreement shall be brought exclusively in any Chancery
Court in the State of Delaware; (ii) consents to such jurisdiction;
(iii) waives any objection to such venue and (iv) waives trial by
jury in any Proceeding relating to this Agreement or the transactions
contemplated hereby.


	 	 	 	 	 
	  	 	 	 	 
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(e) Specific Performance. Each party hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause other parties to sustain damages for
which such parties would not have an adequate remedy at law for money damages,
and therefore each party hereto agrees that in the event of any such breach,
such other parties shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which such parties may be entitled, at law or
in equity.


(f) Remedies Cumulative. All rights, powers, and
remedies provided under this Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the exercise
of any right, power, or remedy thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power, or remedy by
such party.


(g) No
Waiver. The failure of any party hereto to exercise any right, power, or
remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto
with its obligations hereunder, and any custom or practice of the parties at
variance with the terms hereof, shall not constitute a waiver by such party of
its right to exercise any such or other right, power, or remedy or to demand
such compliance.


(h) Counterparts. This Agreement may be executed
and delivered in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts shall
constitute one and the same instrument, and all signatures need not appear on
any one counterpart.


(i) Acceptance of Signatures. The parties agree
that this Agreement will be considered signed when the signature of a party is
delivered by facsimile or electronic mail transmission. Such facsimile or
electronic mail signature shall be treated in all respects as having the same
effect as an original signature.


(j) Severability. If any portion of this Agreement
shall be held to be invalid, unenforceable, void or voidable, or violative of
applicable law, the remaining portions of this Agreement so far as they may
practicably be performed shall remain in full force and effect and binding on
the parties hereto.


(k) No
Strict Construction. This Agreement has been prepared through the joint
efforts of all of the parties. Neither the provisions of this Agreement nor any
alleged ambiguity shall be interpreted or resolved against any party on the
ground that such party’s counsel drafted this Agreement, or based on any
other rule of strict construction. Each of the parties hereto represents and
declares that such party has carefully read this Agreement, and that such party
knows the contents thereof and signs the same freely and voluntarily. The
parties hereby acknowledge that they have been represented by legal counsel of
their own choosing in negotiations for and preparation of this Agreement and
that each of them has read the same and had their contents fully explained by
such counsel and is fully aware of their contents and legal effect.


	 	 	 	 	 
	  	 	 	 	 
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(l) Titles
and Subtitles. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purposes. Unless otherwise specifically stated, all references
herein to “sections,” and “exhibits” will mean
“sections” of and “exhibits” to this Agreement.


[SIGNATURE PAGES FOLLOW]


 


	 	 	 	 	 
	  	 	 	 	 
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IN WITNESS
WHEREOF, the parties hereto have executed this Piggyback Registration
Rights Agreement as of the date and year first written above.


THE
COMPANY:


INTEGRA
LIFESCIENCES HOLDINGS CORPORATION


By:
/s/ Gerard S. Carlozzi                          


Name: Gerard S. Carlozzi

Its:   Chief Operating Officer


SHAREHOLDERS:


/s/ Steven M.
LeVahn                                  

Steven M. LeVahn



THE BRUCE A.
LEVAHN 2008 TRUST


By: /s/ George
Heenan
             

Name:
George Heenan

Title: Trustee

By: /s/ Thomas Gilliam
             
Name: Thomas
Gilliam 


Title: Trustee


By: /s/ Michael
Evers                     

Name:
Michael Evers

Title: Trustee




 


PIGGYBACK REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE


 


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Schedule 1


	 	 	 	 	 	 	 	 	 
	 	 	Number of Shares of	 	 
	 	 	Common Stock excluding	 	 
	Name of
Shareholder	 	Escrow Shares	 	Number of Escrow Shares
	
Steven M. LeVahn

	 	 	176,992	 	 	 	21,086	 
	
The Bruce A. LeVahn
2008 Trust

	 	 	100,008	 	 	 	11,914	 





	 	 	 	 	 
	  	 	 	 	 
	 	 	Schedule 1 	 	 





 


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