7,500,000 Shares dj Orthopedics, Inc. Common Stock UNDERWRITING AGREEMENTDj Orthopedics Inc • February 19th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies • New York
dj Orthopedics, Inc., a Delaware corporation (the "Company"), and certain stockholders of the Company named in Schedule 2 (each, a "Selling Stockholder" and collectively, the "Selling Stockholders") propose, subject to the terms and conditions contained herein, to sell an aggregate of 7,500,000 shares (the "Firm Stock") of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Of the 7,500,000 shares of the Firm Stock, 2,750,000 are being sold by the Company and 4,750,000 severally by the Selling Stockholders. In addition, each of the Company and each of J.P. Morgan DJ Partners, LLC ("JPMDJ") and J.P. Morgan Partners (23A SBIC), L.P. ("JPMP 23A"), two Selling Stockholders, proposes, subject to the terms and conditions contained herein, to grant to the Underwriters named in Schedule 1 hereto (the "Underwriters") an option to purchase up to an additional aggregate of 1,125,000 shares of the Common Stock on the terms and for the purposes set forth in Section 3 (the "O
