ARTICLE 1 EMPLOYMENTEmployment Agreement • March 29th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
WITNESSETHSeverance Agreement • April 2nd, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
ARTICLE 1 EMPLOYMENTEmployment Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
RECITALS:Credit Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
WARRANTWarrant Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 WARRANT AGREEMENT This Warrant Agreement (this "Agreement") is made as of _____________, 1997 between ENCORE MEDICAL CORPORATION, a Delaware corporation, with offices at _______________________, Austin, Texas 787____ (the "Company"), and CONTINENTAL...Warrant Agreement • February 19th, 1997 • Healthcare Acquisition Corp • Blank checks • New York
OPTIONOption Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
e) Seller's interest in and benefits under all transferable licenses, permits, contracts, raw material and finished goods purchase orders or agreements relating primarily to the Activity, or governmental issued licenses or permits, as set forth on...Asset Purchase Agreement • July 17th, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
RECITALS:Credit Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
Exhibit 10.11 RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is entered into effective as of this 12th day of June, 2001, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation (the "Company"), and CRAIG L....Restricted Stock Agreement • March 29th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
WITNESSETHSeverance Agreement • March 24th, 1999 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
ARTICLE 1 EMPLOYMENTEmployment Agreement • April 2nd, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE 1 EMPLOYMENTEmployment Agreement • March 30th, 1998 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
TERM NOTE A -----------Term Note • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
The unpaid principal outstanding under this Note shall bear interest at the applicable rates prescribed for the Term A Loans as provided by the Credit Agreement. The Agent's and the Payee's books and records shall be prima facie evidence of the Term A Loans, interest accruals, and payments hereunder, absent manifest error.
1 EXHIBIT 10.30 SECOND AMENDMENT TO SEVERANCE AGREEMENT THIS SECOND AMENDMENT TO SEVERANCE AGREEMENT (this "Amendment") is made this 31st day of December, 1998, by and between ENCORE ORTHOPEDICS, INC., a Delaware corporation, with its principal office...Severance Agreement • March 24th, 1999 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN...Note • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 1 AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • June 28th, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
CREDIT AGREEMENT Dated as of October 4, 2004 among ENCORE MEDICAL IHC, INC., as the Borrower, ENCORE MEDICAL CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto...Credit Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 4, 2004, among ENCORE MEDICAL CORPORATION, a Delaware corporation (“Holdings”), ENCORE MEDICAL IHC, INC., a Delaware corporation, and a direct wholly owned subsidiary of Holdings (the “the Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALSStock Purchase Agreement • April 12th, 1999 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
Exhibit 10.22Note and Equity Purchase Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 12th, 1996 • Healthcare Acquisition Corp • Blank checks • Texas
Shares ENCORE MEDICAL CORPORATION Shares of Common Stock ($.001 par value) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
RecitalsInvestors' Rights Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
8,500,000 Shares ENCORE MEDICAL CORPORATION Shares of Common Stock ($.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2006 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) made and effective as of the 6th day of March, 2006, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and BRIAN ENNIS (the “Employee”).
ENCORE MEDICAL CORPORATION INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • December 30th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Investors Rights Agreement (this “Agreement”) is made and entered into as of the 4th day of October, 2004 by and among Encore Medical Corporation, a Delaware corporation (the “Company”), and holders of the Company’s Common Stock listed on Exhibit A attached hereto (“Empi Principal Shareholders”).
REGISTRATION RIGHTS AGREEMENT by and among Encore Medical IHC, Inc. and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC and First Albany Capital Inc. Dated as of October 4, 2004Registration Rights Agreement • October 8th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of September 28, 2004 (the “Purchase Agreement”), by and among the Company, Encore Medical Corporation and certain subsidiaries of the Company identified therein and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.
COMPEX TECHNOLOGIES, INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • February 27th, 2006 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT, made this first day of July, 2003, by and between Compex Technologies, Inc., a Minnesota corporation (“the Company”), and Jerry Rice (“Consultant”).
AGREEMENT AND PLAN OF MERGER dated as of August 8, 2004 by and among ENCORE MEDICAL CORPORATION, ENCORE MEDICAL MERGER SUB, INC., EMPI, INC. and MPI HOLDINGS, LLCMerger Agreement • October 8th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of August 8, 2004, is entered into by and among Encore Medical Corporation, a Delaware corporation (“Acquiror”), Encore Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), Empi, Inc., a Minnesota corporation (the “Company”), MPI Holdings, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative (as defined below) hereunder, and the Company Principal Shareholders (as defined below), solely for the purpose of making the representations and warranties set forth in Section 14.15.
STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , 20 , between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and , M.D. (“Optionee”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”), dated as of October 4, 2004, is made and entered into by and among Encore Medical Corporation, a Delaware corporation (the “Acquiror”), MPI HOLDINGS, LLC, a Delaware limited liability company (“MPI”), solely in its capacity as the initial Holder Representative (MPI and any of its successors in such capacity being sometimes referred to herein in such capacity as the “Holder Representative”) and JPMorgan Chase Bank, a New York corporation (the “Escrow Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of , 20 between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and (“Optionee”).
CONSULTING AGREEMENTConsulting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Consulting Agreement (this “Agreement”) is made on and is effective as of the 18th day of November, 2003, by and between Encore Medical Corporation, a Delaware corporation (“Encore” or the “Company”) and Galen Advisors, LLC (“Galen” or the “Consultant”).
Form of Opinion of Haskell Slaughter Young and Rediker, LLC. as to certain tax matters [LETTERHEAD OF HASKELL SLAUGHTER YOUNG AND REDIKER, LLC]Merger Agreement • July 19th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
We have acted as counsel to BioHorizons Implant Systems, Inc., a Delaware corporation (the “Company”), in connection with the proposed merger (the “Merger”) of the Company with and into Encore Medical Sub, Inc., a Delaware corporation which is a wholly owned subsidiary (“Merger Sub”) of Encore Medical Corporation, a Delaware corporation (the “Parent”), pursuant to an Agreement and Plan of Merger by and among the Parent, Merger Sub, the Company and certain stockholders of the Company, dated as of May 17, 2004 (as amended, the “Merger Agreement”). This opinion is being delivered in connection with the Parent’s Registration Statement on Form S 4 relating to the proposed Merger pursuant to the Merger Agreement (the “Registration Statement”) to which this opinion appears as an exhibit. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
