0001193125-09-132574 Sample Contracts

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • June 17th, 2009 • Endocare Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of June 7, 2009 (this “Agreement”), among HealthTronics, Inc., a Georgia corporation (“Parent”), and the persons listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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June 17, 2009 Dear Stockholders:
Merger Agreement • June 17th, 2009 • Endocare Inc • Electromedical & electrotherapeutic apparatus

We are pleased to inform you that, as previously announced, on June 7, 2009, Endocare, Inc. (“Endocare”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HealthTronics, Inc. (“HealthTronics”) and HT Acquisition, Inc. (“Purchaser”), a wholly owned subsidiary of HealthTronics.

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