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.
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.
