ENCORE MEDICAL CORPORATION INVESTORS RIGHTS AGREEMENTCorporation Investors Rights Agreement • October 15th, 2004 • Tc Group LLC • 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”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • October 15th, 2004 • Tc Group LLC • 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”).
LOCK-UP AGREEMENTLock-Up Agreement • October 15th, 2004 • Tc Group LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This LOCK-UP AGREEMENT (this “Agreement”), dated as of October 4, 2004, by and between Encore Medical Corporation, a Delaware corporation (the “Company”), and the party listed on the signature page hereto. Capitalized terms used in this Agreement without definition have the respective meanings given to them in the Merger Agreement (as defined below).
