AGREEMENT AND PLAN OF MERGER dated as of October 18, 2010 among HANGER ORTHOPEDIC GROUP, INC., SPEED ACQUISITION VEHICLE, INC., ACCELERATED CARE PLUS CORP., COMVEST ACPC HOLDINGS, LLC, and JOHN B. BEACH.Merger Agreement • October 19th, 2010 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 18, 2010, by and among Hanger Orthopedic Group, Inc., a Delaware corporation (“Parent”), Speed Acquisition Vehicle, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), Accelerated Care Plus Corp., a Delaware corporation (the “Company”), ComVest ACPC Holdings, LLC, a Delaware limited liability company (“ComVest”), and John B. Beach, an individual residing at 10490 Chadwell Drive, Reno, Nevada 89521 (“Mr. Beach”). Capitalized terms used in this Agreement shall have the meanings specified in Article 11, or elsewhere, in this Agreement.
SECURITIES PURCHASE AND LOCK-UP AGREEMENTSecurities Purchase and Lock-Up Agreement • October 19th, 2010 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec • Delaware
This SECURITIES PURCHASE AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of October 18, 2010, by and between Hanger Orthopedic Group, Inc., a Delaware corporation (“Seller”), and John B. Beach, an individual residing at 10490 Chadwell Drive, Reno, Nevada 89521 (“Buyer”). Buyer and Seller are referred to collectively herein as the “Parties.”
