MANAGEMENT VOTING AGREEMENTManagement Voting Agreement • July 10th, 2006 • Zimmerman Harry L • Orthopedic, prosthetic & surgical appliances & supplies • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of June 30, 2006, by and among Grand Slam Holdings, LLC, a Delaware limited liability company (“Parent”), Grand Slam Acquisition Corp., a Delaware corporation (“Merger Sub”), Kenneth W. Davidson and Harry L. Zimmerman (each, a “Stockholder” and, together, the “Stockholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 10th, 2006 • Zimmerman Harry L • Orthopedic, prosthetic & surgical appliances & supplies
In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of us of a Schedule 13D relating to the common stock of Encore Medical Corporation, a Delaware corporation, and that any subsequent amendments thereto filed by any of us will be filed on behalf of each of us. This Agreement may be included as an exhibit to such joint filing.
GALEN VOTING AGREEMENTVoting Agreement • July 10th, 2006 • Zimmerman Harry L • Orthopedic, prosthetic & surgical appliances & supplies • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of June 30, 2006, by and among Grand Slam Holdings, LLC, a Delaware limited liability company (“Parent”), Grand Slam Acquisition Corp., a Delaware corporation (“Merger Sub”), Galen Partners III, L.P., a Delaware limited partnership (“GP III”), Galen Partners International III, L.P., a Delaware limited partnership (“GP Intl III”), and Galen Employee Fund III, L.P., a Delaware limited partnership (“GEF III”) (each of GP III, GP Intl III and GEF III, a “Stockholder” and, together, the “Stockholders”).
