The Langer Biomechanics Group, Inc. 450 Commack Road Deer Park, NY 11729 Dear Sirs: We are pleased to set forth in this agreement (the "Agreement") the terms of the retention of Kanders & Company, Inc. (the "Consultant") by The Langer Biomechanics...Consulting Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit (d)(1)(F) STOCK OPTION AGREEMENT AGREEMENT made as of this 28th day of December 2000 by and between THE LANGER BIOMECHANICS GROUP, INC., a New York corporation (the "Company"), and ANDREW H. MEYERS (the "Optionee"). WHEREAS, the Optionee has...Stock Option Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit (d)(1)(B) SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT, dated as of December 28, 2000 (this "Agreement") among OrthoStrategies Inc., a New York corporation, ("OS"), OrthoStrategies Acquisition Corp., a New York corporation and a wholly owned...Shareholders Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit (d)(1)(D) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of January __, 2001 between The Langer Biomechanics Group, Inc., a corporation organized under the laws of the State of...Registration Rights Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit (d)(1)(N) LOCK UP AGREEMENT The Langer Biomechanics Group, Inc. 450 Commack Road Deer Park, New York 11729 Kanders & Company, Inc. 2 Soundview Drive Greenwich, Connecticut 06830 Re: Lock Up Agreement Gentlemen: The undersigned, a holder of...Lock Up Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned, a holder of common stock, par value $.02 per share ("Common Stock"), or rights to acquire Common Stock or securities convertible into Common Stock of The Langer Biomechanics Group, Inc. (the "Company") understands that Kanders & Company, Inc. ("Kanders & Co.") or an affiliated entity and other purchasers propose to enter into a Tender Offer Agreement (the "Tender Offer Agreement") with the Company pursuant to which Kanders & Co. or such affiliated entity and other purchasers will offer to purchase approximately 75% of the issued and outstanding shares of Common Stock of the Company (the "Target Shares").
Draft 12/__/00-1 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, dated as of the ___ day of December, 2000, by and between THE LANGER BIOMECHANICS GROUP, INC., a New York corporation with offices at 450 Commack Road, Deer Park, NY 11729 ("Langer"), and...Executive Employment Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Offer to Purchase for Cash 1,959,886 Shares of Common Stock of The Langer Biomechanics Group, Inc. at $1.525 Net Per Share by OrthoStrategies Acquisition Corp. a wholly owned subsidiary of OrthoStrategies, Inc.Offer to Purchase • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit (d)(1)(J) INDEMNIFICATION AGREEMENT AGREEMENT made as of this _____day of ___, 2000, between The Langer Biomechanics Group, Inc., a New York corporation (the "Company"), Kanders & Company, Inc., a __________ corporation ("Kanders & Co."), and...Indemnification Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit (d)(2)(O) The Langer Biomechanics Group, Inc. 450 Cormmack Road Deer Park, New York 11729 December ___, 2000 Mr. Daniel J. Gorney 19 Queens Lane Queensbury, New York 12804 Dear Mr. Gorney: 1. Simultaneously herewith The Langer Biomechanics...Employment Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
ANDREW H. MEYERSGuarantee Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to the Tender Offer Agreement (the "Agreement") being executed and delivered simultaneously herewith among The Langer Biomechanics Group, Inc.(the "Company"), OrthoStrategies, Inc. ("OS"), and OrthoStrategies Acquisition Corp. (APurchaser@).
Exhibit (d)(1)(P) The Langer Biomechanics Group, Inc. 450 Cormmack Road Deer Park, New York 11729 December ___, 2000 Mr. Thomas G. Archbold 15 Cabernet Court Huntington, New York 11743 Dear Mr. Archbold: 1. Simultaneously herewith The Langer...Employment Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit (d)(1)(T) Andrew H. Meyers 31 The Birches Roslyn Estates, New York 11576 Kanders & Company, Inc. Two Soundview Drive Greenwich, CT 06830 Langer Partners, LLC Two Soundview Drive Greenwich, CT 06830 Re: The Langer Biomechanics Group, Inc.;...Tender Offer Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSTender Offer Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
31 The Birches Roslyn Estates, New York 11576Agreement to Assign Certain Rights • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
December __, 2000 Kanders & Company, Inc. Two Soundview Drive Greenwich, CT 06830 Greg Nelson 3664 Maria Lane Carlsbad, CA 92008 Re: The Langer Biomechanics Group, Inc.; Best Efforts Agreement Dear Sirs: The following will confirm our agreement...Best Efforts Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit (d)(1)(Q) The Langer Biomechanics Group, Inc. 450 Cormmack Road Deer Park, New York 11729 December ___, 2000 Mr. Ronald Spinelli ___________________ ___________________ Dear Mr. Spinelli: 1. Simultaneously herewith The Langer Biomechanics...Employment Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies
