EXHIBIT E
LOCK-UP AGREEMENT
LOCK UP AGREEMENT ("Agreement"), dated as of June __, 2001, by and among
Encore Medical Corporation (the "Company") and the parties listed on the
signature pages hereto.
WHEREAS, Xxxxx Partners III, L.P. ("Xxxxx") and certain other parties (each
a "Purchaser" and collectively, the "Purchasers") propose to enter into a Series
A Preferred Stock Purchase Agreement (the "Purchase Agreement") with the
Company, providing for the purchase by the Purchasers of Series A Preferred
Stock ("Preferred Stock") of the Company (the "Private Offering"); and
WHERAS, the Purchasers and the current officers and directors of the
Company (each, an "Affiliated Party") have agreed to enter into this Agreement
as a condition of the Private Offering.
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby agree as follows:
For a period of one year from the First Closing as defined in the Purchase
Agreement (the "Lock-up Period"), the undersigned will not, without the prior
written consent of Xxxxx (if such undersigned is an Affiliated Party), or the
Company (if such undersigned is a Purchaser), directly or indirectly, offer for
sale, sell, pledge, contract to sell, hypothecate or otherwise dispose of or
transfer (x) any of the Common Stock which the undersigned may own beneficially
or of record ("Owned Common Stock") if such undersigned is an Affiliated Party,
or (y) any of the Preferred Stock (or any Common Stock received upon conversion
or exchange of the Preferred Stock) which the undersigned may own beneficially
or of record ("Owned Preferred Stock") if such undersigned is an Purchaser.
Notwithstanding the foregoing, the undersigned may transfer any or all of
the Owned Common Stock or Owned Preferred Stock, as the case may be, by gift,
will or intestacy; provided, however, that in any such case it shall be a
condition to the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the Owned Common Stock or Owned
Preferred Stock subject to the provisions of this Agreement, and there shall be
no further transfer of such Owned Common Stock or Owned Preferred Stock except
in accordance with this Agreement.
The undersigned agrees that the Company may, and that the undersigned will,
(i) with respect to any shares of Owned Common Stock or Owned Preferred Stock
for which the undersigned is the record holder, cause the transfer agent for the
Company to note stop transfer instructions with respect to such shares of Owned
Common Stock or Owned Preferred Stock on the transfer books and records of the
transfer agent or the Company, as applicable, and (ii) with respect to any
shares of Owned Common Stock or Owned Preferred Stock for which the undersigned
is the beneficial holder but not the record holder, cause the record holder of
such shares of Owned Common Stock or Owned Preferred Stock to cause the transfer
agent for the Company to note stop
transfer instructions with respect to such shares of Owned Common Stock or Owned
Preferred Stock on the transfer books and records of the transfer agent or the
Company, as applicable.
The undersigned understands that the parties to the Purchase Agreement will
proceed with the Private Offering in reliance on this Lock-up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Agreement. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day and
year first written above.
ENCORE MEDICAL CORPORATION
By: __________________________________________
Xxxxxxx X. Xxxxxxxx, CEO and President
Stockholder: _______________________
(please print)
By:______________________________
(signature)
Print Name: _______________________
Print Title: _______________________
