Compex Technologies Inc Sample Contracts

EXHIBIT 2.1 PURCHASE AGREEMENT
Purchase Agreement • July 18th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus
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Share Purchase Agreement • August 3rd, 1999 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus
ESCROW AGREEMENT
Escrow Agreement • July 18th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus
STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 3rd, 1999 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus
Exhibit 4.1 RIGHTS AGREEMENT dated as of February 17, 2003 by and between COMPEX TECHNOLOGIES, INC.
Rights Agreement • February 18th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota
PURCHASE AND SALE AGREEMENT (Improved Property) between STAODYN, INC.
Purchase and Sale Agreement • September 28th, 1998 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus • Colorado
SECURITY AGREEMENT (GRANTOR)
Security Agreement • August 3rd, 1999 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus • Minnesota
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Credit Agreement • August 3rd, 1999 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus • Minnesota
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 28th, 1998 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus • Minnesota
COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE [FINANCING SECTIONS OMITTED]
Commercial Contract to Buy and Sell Real Estate • September 28th, 1999 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus
SECURITY AGREEMENT (Grantor)
Security Agreement • June 27th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This SECURITY AGREEMENT is made as of June 23, 2005 by SpectraBrace, Ltd., a Kentucky corporation, with its chief executive office at 11802 Brinley Avenue, Louisville, Kentucky 40243 (“Grantor”), in favor of U.S. Bank National Association, with an office at 800 Nicollet Mall, Minneapolis, Minnesota 55402 (“Lender”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2006 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 1 (this “Amendment”) is effective as of October 12, 2005, and is by and between Compex Technologies, Inc., a Minnesota corporation (the “Company”), and Scott Youngstrom, a resident of Minnesota (the “Employee”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Employment Agreement (as defined below).

REHABILICARE INC. NON-INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • September 29th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

THIS AGREEMENT, made this 12th day of August, 2002, by and between Rehabilicare Inc., a Minnesota corporation (the “Company”), and Dan Gladney (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 2, 2002, between Rehabilicare Inc. (the “Company”), a Minnesota corporation, and Scott Youngstrom (the “Employee”), a resident of Minnesota.

COMPEX TECHNOLOGIES, INC. ADDITIONAL INVESTMENT RIGHT
Securities Agreement • November 20th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

COMPEX TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ]1 shares of common stock, $0.10 par value per share (the “Common Stock”), of the Company (each such share, an “Additional Investment Right Share” and all such shares, the “Additional Investment Right Shares”) at an exercise price equal to $9.3526 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date of this Additional Investment Right and through and including the later of (x) the ninetieth (90th) calendar day following the date of this Additional Investment Right and (y) the Effective Date (the “Expiration Date”), and subject to the following terms and conditions. This Additional Investment Right (this “Additional Investment Right”) is one of a series of similar add

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 20th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • New York
OEM AGREEMENT
Oem Agreement • September 13th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

THIS AGREEMENT is made as of the 24th day of May, 2005, by and between Compex Technologies, Inc. (“Compex”), a Minnesota Corporation at 1811 Old Highway Eight, New Brighton, Minnesota, 55112, and Bionicare Medical Technologies, Inc. (“Bionicare”) located at 47R Loveton Circle, Sparks, Maryland, 21152.

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 27th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This Amendment No. 2 to Amended and Restated Credit Agreement dated as of June 23, 2005 (the “Amendment”), among Compex Technologies, Inc., a Minnesota corporation f/k/a Rehabilicare, Inc. (the “Borrower”), and U. S. Bank National Association, a national banking association (the “Bank”).

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EMPLOYMENT AGREEMENT between
Employment Agreement • September 28th, 2004 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

Mr. Darcy will be employed by the Company to serve as Chief Executive Officer in Ecublens, and in such other offices or locations of the Company as he may be elected or appointed to with effect as of September 1, 2002, provided that a frontalier permit is obtained in his favour by that date. Should the work permit formalities not be completed on September 1, 2002, his start date shall be postponed accordingly. His seniority with Compex France Sàrl shall be taken into consideration in the context of the present employment agreement.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • September 30th, 2002 • Rehabilicare Inc • Electromedical & electrotherapeutic apparatus • Minnesota
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2006 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 2 is dated as of January 31, 2006, by and between Dan Gladney (the “Executive”) and Compex Technologies, Inc. (fka Rehabilicare Inc. and hereafter the “Company”)

GUARANTY
Guaranty • June 27th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota
EMPLOYMENT AGREEMENT
Employment Agreement • May 18th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 15, 2005, between Compex Technologies, Inc. (the “Company”), a Minnesota corporation, and Marshall T. Masko (the “Executive”), currently a resident of Minnesota.

ASSET PURCHASE AGREEMENT by and among COMPEX TECHNOLOGIES, INC., BMR NEUROTECH, INC. and BIO-MEDICAL RESEARCH LIMITED dated May 16, 2003
Asset Purchase Agreement • May 30th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2003 is made and entered into by and amongCompex Technologies, Inc., a Minnesota corporation (“Buyer”),Bio-Medical Research Limited, a company formed under the laws of the Republic of Ireland (“Parent”) and BMR Neurotech, Inc. an Arizona corporation (“Seller”) and a wholly owned subsidiary of Parent.

FIRST AMENDMENT
Rights Agreement • November 15th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

FIRST AMENDMENT, dated as of November 11, 2005 (the “Amendment”), to the Rights Agreement, dated as of February 17, 2003 (the “Rights Agreement”), by and between Compex Technologies, Inc., a Minnesota corporation (the “Company”) and Registrar and Transfer Company (the “Rights Agent”).

COMPEX TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 28th, 2004 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made this second day of June, 2004 by and between Compex Technologies, Inc., a Minnesota corporation (the “Company”) and [Executive] (“Participant”).

COMPEX TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 29th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

THIS AGREEMENT, made this day of , by and between Compex Technologies, Inc., a Minnesota corporation (“the Company”), and (“Employee”).

AGREEMENT AND PLAN OF MERGER among COMPEX TECHNOLOGIES, INC. ENCORE MEDICAL CORPORATION and ENCORE-SNOW ACQUISITION CORP.
Merger Agreement • November 15th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2005, among COMPEX TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), ENCORE MEDICAL CORPORATION, a Delaware corporation (“Parent”), and ENCORE-SNOW ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2003 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Minnesota

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 1, 2003, between Compex Technologies Inc. (the “Company”), a Minnesota corporation, and Gary (Mike) Goodpaster (the “Employee”), a resident of Florida.

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