INDENTURE Dated as of March 20, 2012 Among DJO FINANCE LLC, DJO FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and THE BANK OF NEW YORK MELLON, as Trustee and Second Lien Agent 8.75% SECOND PRIORITY SENIOR SECURED NOTES DUE 2018Indenture • March 23rd, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of March 20, 2012, among DJO Finance LLC, a Delaware limited liability company (the “Company”), DJO Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon, as Trustee and Second Lien Agent.
CREDIT AGREEMENT dated as of May 7, 2015 among DJO HOLDINGS LLC, as Holdings, DJO FINANCE LLC, as the Borrower, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL...Credit Agreement • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT is entered into as of May 7, 2015 among DJO HOLDINGS LLC, a Delaware limited liability company (“Holdings”; as hereinafter further defined), DJO FINANCE LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Guarantors party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 25th, 2016 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of _______________, 2014 (the “Effective Date”), is made by and between DJO Global, Inc. a Delaware corporation (the “Company”), and __________________ (the “Optionee”).
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 7, 2015, by and among DJO Finance LLC, a Delaware limited liability company (“DJO LLC”), DJO Finance Corporation, a Delaware corporation wholly owned by DJO LLC...Registration Rights Agreement • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Agreement is made pursuant to the Dealer Manager and Consent Solicitation Agreement, dated as of April 16, 2015 (the “Dealer Manager Agreement”), by and among the Issuers and CS Securities. In order to induce the Existing Holders to exchange the Existing Securities, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement.
CREDIT AGREEMENT Dated as of November 20, 2007 among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO FINANCE LLC), as Borrower, REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO HOLDINGS LLC), as Holdings, CREDIT SUISSE, as Administrative Agent,...Credit Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) dated as of November 20, 2007, among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO Finance LLC), a Delaware limited liability company, (the “Company”), REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO Holdings LLC), a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
CREDIT AGREEMENT Dated as of May 7, 2015, among DJO HOLDINGS LLC, as Holdings, DJO FINANCE LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, MACQUARIE US TRADING LLC, as Administrative Agent and Collateral Agent, and THE OTHER...Credit Agreement • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 7, 2015, among DJO HOLDINGS LLC, a Delaware limited liability company, DJO FINANCE LLC, a Delaware limited liability company (the “Borrower”; as hereinafter further defined), the Guarantors party hereto from time to time, MACQUARIE US TRADING LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENT (Brady R. Shirley; President and Chief Executive Officer)Employment Agreement • November 15th, 2016 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF ENCORE MEDICAL PARTNERS LLCLimited Liability Company Agreement • April 21st, 2010 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
This Company Agreement (this "Agreement") is hereby adopted as of June 26, 2009 ("Effective Date") by Reable Therapeutics LLC, the initial sole Member of the Company.
SECURITY AGREEMENT dated as of May 7, 2015 among THE GRANTORS IDENTIFIED HEREIN and MACQUARIE US TRADING LLC, as Collateral AgentSecurity Agreement • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE Dated as of November 20, 2007 Among REABLE THERAPEUTICS FINANCE LLC, REABLE THERAPEUTICS FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK, a New York banking corporation, as Trustee 107/8%...Indenture • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of November 20, 2007, among ReAble Therapeutics Finance LLC, a Delaware limited liability company (the “Company”), ReAble Therapeutics Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.
AGREEMENT AND PLAN OF MERGER Among REABLE THERAPEUTICS FINANCE LLC, REACTION ACQUISITION MERGER SUB, INC. and DJO INCORPORATED Dated as of July 15, 2007Merger Agreement • July 20th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 15, 2007, among ReAble Therapeutics Finance LLC, a Delaware limited liability company (“Parent”), Reaction Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and DJO Incorporated, a Delaware corporation (the “Company”).
INDENTURE Dated as of May 7, 2015 Among DJO FINANCE LLC, DJO FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, and THE BANK OF NEW YORK MELLON, as Trustee and Third Lien Agent 10.75% THIRD LIEN NOTES DUE 2020Indenture • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of May 7, 2015, among DJO Finance LLC, a Delaware limited liability company (the “Company”), DJO Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon, as Trustee and Third Lien Agent.
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT (2015-2016 New Hire Version)Nonstatutory Stock Option Agreement • November 15th, 2016 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of , 2016 (the “Grant Date”), is made by and between DJO Global, Inc. a Delaware corporation (the “Company”), and Brady R. Shirley (the “Optionee”).
NONSTATUTORY STOCK OPTION AGREEMENT (2011 Version)Nonstatutory Stock Option Agreement • August 16th, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of , 2011 (the “Effective Date”), is made by and between DJO Global, Inc., a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
AGREEMENT AND PLAN OF MERGER by and among DJO GLOBAL, INC., COLFAX CORPORATION, MOTION MERGER SUB, INC., and GRAND SLAM HOLDINGS, LLC, IN ITS CAPACITY AS THE SECURITYHOLDER REPRESENTATIVE Dated as of November 19, 2018Merger Agreement • November 19th, 2018 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as the same may be modified or amended in accordance with the terms hereof, this “Agreement”) is dated as of November 19, 2018 and is by and among DJO Global, Inc., a Delaware corporation (the “Company”), Colfax Corporation, a Delaware corporation (“Parent”), Motion Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and solely in its capacity as the Securityholder Representative, Grand Slam Holdings, LLC, a Delaware limited liability company (the “Securityholder Representative”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 3rd, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of March7, 2009 (the “Effective Date”), is made by and between DJO Incorporated, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
AMENDMENT NUMBER ONE TO NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 25th, 2016 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment Number One to Nonstatutory Stock Option Agreement (New Hire 2013 Version) (“Amendment”), dated as of _____________, 2014, is made by and between DJO Global, Inc. (formerly DJO Incorporated), a Delaware corporation (the “Company”) and _________________ (the “Optionee”).
SECOND LIEN SECURITY AGREEMENT dated as of March 20, 2012 among DJO FINANCE LLC, DJO FINANCE CORPORATION, the other Subsidiaries of DJO FINANCE LLC from time to time party hereto, as Grantors, and THE BANK OF NEW YORK MELLON, as Second Lien AgentSecond Lien Security Agreement • March 23rd, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECOND LIEN SECURITY AGREEMENT dated as of March 20, 2012, among DJO FINANCE LLC, a Delaware limited liability company (the “Company”), DJO FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) and the Additional Grantors (as hereinafter defined) (the Issuers and the Additional Grantors being collectively referred to herein as the “Grantors”) and The Bank of New York Mellon, as second lien collateral agent (in such capacity, together with any successor thereto, the “Second Lien Agent”).
SECURITY AGREEMENT dated as ofSecurity Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECURITY AGREEMENT dated as of November 20, 2007 among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO FINANCE LLC), a Delaware limited liability company (the “Borrower”), REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO HOLDINGS LLC), a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE, as Collateral Agent.
AMENDMENT NUMBER ONE TO NONSTATUTORY STOCK OPTION AGREEMENT (2008 Version)Nonstatutory Stock Option Agreement • March 3rd, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment Number One to Nonstatutory Stock Option Agreement (“Amendment”), dated as of March 7, 2009, is made by and between DJO Incorporated, a Delaware corporation (the “Company”) and (the “Optionee”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 13th, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of September 11, 2012 (the “Effective Date”), is made by and between DJO Global, Inc., a Delaware corporation (the “Company”), and James R. Lawson (the “Optionee”).
EMPLOYMENT AGREEMENT (Bradley J. Tandy; General Counsel)Employment Agreement • March 16th, 2018 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • California
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 16, 2016 by and between DJO Global, Inc. (the “Company”) and Bradley J. Tandy (the “Executive”).
SUBSCRIPTION AGREEMENT FOR MIKE S. ZAFIROVSKISubscription Agreement • January 6th, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • California
ContractFirst Supplemental Indenture • May 13th, 2015 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of May 7, 2015, among DJO Finance LLC, a Delaware limited liability company (the “Company”), DJO Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and together with the Company, the “Issuers”), the subsidiaries of the Company listed on the signature pages hereto (each, a “Guaranteeing Subsidiary”) and The Bank of New York Mellon, as trustee (the “Trustee”) and Second Lien Agent.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated April 9, 2012, is entered into between Michael P. Mogul (“Executive”) and DJO Global, Inc. (“Company”).
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG RIKCO INTERNATIONAL, LLC D/B/A DR. COMFORT, RIKCO HOLDING CORPORATION, MERIT MEZZANINE FUND IV, L.P., MERIT MEZZANINE PARALLEL FUND IV, L.P., THE UNDERSIGNED MEMBERS OF RIKCO INTERNATIONAL, LLC AND DJO,...Equity Interest Purchase Agreement • March 16th, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of March, 2011 by and among RIKCO INTERNATIONAL, LLC D/B/A DR. COMFORT, a Wisconsin limited liability company (“Rikco”), RIKCO HOLDING CORPORATION, a Delaware corporation (“Holdco”), Merit Mezzanine Fund IV, L.P. (“Merit Mezzanine”), Merit Mezzanine Parallel Fund IV, L.P. (together with Merit Mezzanine, “Merit”), the undersigned members of Rikco (collectively, the “Members” and each individually, a “Member”), and DJO, LLC, a Delaware limited liability company (“Buyer”).
ContractCredit Agreement • January 21st, 2010 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 1, dated as of January 14, 2010 (this “Amendment”), to the Credit Agreement dated as of November 20, 2007 (the “Credit Agreement”), among DJO FINANCE LLC (f/k/a REABLE THERAPEUTICS FINANCE LLC), a Delaware limited liability company (the “Company”), DJO HOLDINGS LLC (f/k/a REABLE THERAPEUTICS HOLDINGS LLC), a Delaware limited liability company (“Holdings”), CREDIT SUISSE AG (f/k/a Credit Suisse), as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).
DJO INCORPORATED DIRECTORS’ NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 28th, 2008 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This DJO INCORPORATED DIRECTORS’ NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated as of March [ ], 2008 (the “Effective Date”), is made by and between DJO Incorporated, a Delaware corporation (the “Company”), and [ ] (the “Optionee”).
ContractSupplemental Indenture • January 21st, 2010 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 20, 2010, by and among DJO Finance LLC (formerly known as ReAble Therapeutics Finance LLC), a Delaware limited liability company (“DJO LLC”), DJO Finance Corporation (formerly knows as ReAble Therapeutics Finance Corporation), a Delaware corporation (“DJO Corp.” and, together with DJO LLC, the “Issuers”), the existing Guarantors listed on Annex A hereto (the “Guarantors”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
AMENDMENT NUMBER ONE TO NONSTATUTORY STOCK OPTION AGREEMENT (2009 Version)Nonstatutory Stock Option Agreement • March 3rd, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment Number One to Nonstatutory Stock Option Agreement (2009 Version) (“Amendment”), dated as of , 2011, is made by and between DJO Incorporated, a Delaware corporation (the “Company”) and (the “Optionee”).
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • March 3rd, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SEVERANCE PROTECTION AGREEMENT (the “Agreement”) was entered into this day of , 2011 (the “Effective Date”) by and between DJO Incorporated, a Delaware corporation (the “Company”) and [Vickie Capps/Luke Faulstick/Don Roberts/Tom Capizzi/Andrew Holman/Stephen Murphy] (the “Employee”) (together, the “Parties”).
AMENDMENT NUMBER ONE TO NONSTATUTORY STOCK OPTION AGREEMENT (2012 Version)Nonstatutory Stock Option Agreement • April 29th, 2013 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment Number One to Nonstatutory Stock Option Agreement (“Amendment”), dated as of , 2013, is made by and between DJO Global, Inc. (formerly DJO Incorporated), a Delaware corporation (the “Company”) and (the “Optionee”).
DJO INCORPORATED Director Arrangement, Separation Agreement and General ReleaseDirector Arrangement, Separation Agreement and General Release • March 3rd, 2011 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, Leslie H. Cross (“Executive”) and DJO Incorporated (formerly named ReAble Therapeutics, Inc.), a Delaware corporation (the “Company”) have entered into this Director Arrangement, Separation Agreement and General Release (the “Agreement”) as of January 21, 2011;
OFFICE/LIGHT MANUFACTURING LEASE 599 Cardigan Road Shoreview, MinnesotaOffice/Light Manufacturing Lease • March 11th, 2009 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies
ContractSupplemental Indenture • October 4th, 2012 • DJO Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2012, by and among DJO Finance LLC, a Delaware limited liability company (“DJO LLC”), DJO Finance Corporation, a Delaware corporation (“DJO Corp.” and, together with DJO LLC, the “Issuers”), the Guarantors party hereto (the “Guarantors”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
