0001299933-05-005956 Sample Contracts

FIRST AMENDMENT
Rights Agreement • November 15th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus

FIRST AMENDMENT, dated as of November 11, 2005 (the “Amendment”), to the Rights Agreement, dated as of February 17, 2003 (the “Rights Agreement”), by and between Compex Technologies, Inc., a Minnesota corporation (the “Company”) and Registrar and Transfer Company (the “Rights Agent”).

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AGREEMENT AND PLAN OF MERGER among COMPEX TECHNOLOGIES, INC. ENCORE MEDICAL CORPORATION and ENCORE-SNOW ACQUISITION CORP.
Merger Agreement • November 15th, 2005 • Compex Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 11, 2005, among COMPEX TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), ENCORE MEDICAL CORPORATION, a Delaware corporation (“Parent”), and ENCORE-SNOW ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

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