RECITALSRegistration Rights Agreement • February 23rd, 2001 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 3 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 29, 2001 (the "Assignment and Assumption Agreement"), by and between Kanders & Company, Inc., a New York corporation ("Assignor"), and Warren B....Assignment and Assumption Agreement • February 23rd, 2001 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LANGER, INC. WITHNote Purchase Agreement • November 13th, 2001 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 5 INDEMNIFICATION AGREEMENT AGREEMENT made as of this 13th day of February, 2001, between The Langer Biomechanics Group, Inc., a New York corporation (the "Company"), Kanders & Company, Inc. ("Kanders & Co."), and Warren B. Kanders, an...Indemnification Agreement • February 23rd, 2001 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
February 13, 2001 The Langer Biomechanics Group, Inc. 450 Commack Road Deer Park, NY 11729 Dear Sirs: We are pleased to set forth in this agreement (the "Agreement") the terms of the retention of Kanders & Company, Inc. (the "Consultant") by The...Langer Partners LLC • February 23rd, 2001 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 8 LOCK UP AGREEMENT February 13, 2001 The Langer Biomechanics Group, Inc. 450 Commack Road Deer Park, New York 11729 Re: Lock Up Agreement Gentlemen: The undersigned is a holder of options ("Options") to purchase 100,000 shares of common...Lock Up Agreement • February 23rd, 2001 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned is a holder of options ("Options") to purchase 100,000 shares of common stock, par value $.02 per share ("Common Stock"), of The Langer Biomechanics Group, Inc. (the "Company") granted to the undersigned by the Company on or about the date hereof in connection with the Consulting Agreement, dated on or about the date hereof, between the Company and the undersigned. As used herein, "Locked Up Stock" shall mean the shares of Common Stock received by the undersigned upon exercise of any of the 100,000 Options.
ARTICLE IPurchase Agreement • December 31st, 2002 • Langer Partners LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
LANGER PARTNERS, LLC Two Soundview Drive Greenwich, CT 06830Langer Partners LLC • December 31st, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned, Langer Partners, LLC ("Langer Partners"), a holder of common stock, par value $.02 per share ("Common Stock") of Langer, Inc. (the "Company"), understands that Oracle Management, Inc., and/or certain of its affiliates, including Oracle Partners, L.P., Oracle Institutional Partners, L.P., SAM Oracle Fund, Inc., and Oracle Offshore, Ltd. (collectively, "Oracle"), propose to purchase from the Company 4% convertible subordinated notes, due 2006 (the "Notes").
