Exhibit 10.1


 


GLOBAL SETTLEMENT AGREEMENT AND RELEASE


 


This Global Settlement
Agreement and Release (the “Agreement”) is entered into, by and among, Otto
Bock Healthcare LP, a Minnesota limited partnership (“OB”), on the one hand,
and Andover Medical Inc., a Delaware corporation (“Andover”), Edwin A. Reilly,
a resident of Massachusetts, Francis P. Magliochetti, Jr., a resident of
Massachusetts and Patricia Magliochetti, a resident of Massachusetts (jointly
referred to herein as the “Magliochettis”) (collectively, the “Andover
Respondents”), on the other hand, on the last date acknowledged below.


 


W I T N E S S E T H:


 


WHEREAS, on January 6, 2005, OB and the Magliochettis
entered into an Asset Purchase Agreement (the “APA”) by which the Magliochettis
sold the assets of OrthoRehab, Inc., a Delaware corporation (“ORI”), and
OrthoMotion, Inc., an Ontarian corporation (“OMI”), to OB;


 


WHEREAS, the APA and
exhibits thereto contained: certain non-competition agreements involving the
Magliochettis and their affiliates (the “Non-Competition Agreements”);  a Contingency Reserve; and certain
indemnifications provisions;


 


WHEREAS, various disputes arose between OB and the
Magliochettis as to the Contingency Reserve, the Non-Competition Agreements and
the indemnifications;


 


WHEREAS, various disputes arose between
OB and Andover and Edwin A. Reilly as to the Non-Competition Agreements;


 


WHEREAS,  in or about 2006, OB
commenced an arbitration (No. 11-489-Y-1207-06, herein referred to as “the
Arbitration”), against Francis Magliochetti and Patricia Magliochetti 


 

















 


before
the American Arbitration Association; including in pleading dated October 12,
2006  (attached hereto as Exhibit A);


 


WHEREAS, on or about February 27,
2007, OB made various claims against the Andover Respondents relating to the
Non-Competition Agreements;


 


WHEREAS, OB and the Andover Respondents
and all of their respective affiliates (collectively, the “Parties”) desire to
settle and resolve all of their controversies and disputes; and


 


WHEREAS, the Parties intend that the full terms and
conditions of the compromise and global settlement
be set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the amounts
to be paid hereunder and mutual promises
and covenants herein set forth, and for other good and valuable consideration,
the Parties agree as follows:


 


1.             Cash Consideration.  Andover
shall, upon the execution of this
Agreement signed by all parties hereto, pay the total sum of Five Hundred
Thousand and 00/100 Dollars ($500,000.00) (the “Cash Consideration”), by
certified check or wire transfer payable to Otto Bock Healthcare, LP, which OB
accepts in accordance with the terms and conditions set forth herein and
together with the other consideration (collectively, the “Consideration) set
forth herein, in full and final settlement, release and discharge of all claims
asserted against the Andover Respondents, their parents, subsidiaries,
officers, directors, shareholders, employees, heirs, successors and assigns, of
all such entities and individuals, as applicable (collectively, the “Andover
Respondents”), as set forth in the Releases provided in Section 5 herein.


 


2

















 


2.             Stock
Consideration.


 


(i)            Andover, shall, promptly upon execution of this
Agreement, signed by all parties hereto, cause to be delivered to OB, or its
assigns, shares of Common Stock of Andover
Medical, Inc. (the “Shares”) with a Fair Market Value of One Million Five Hundred Thousand ($1,500,000)
Dollars.  The Shares are being issued in
satisfaction of the Stock Consideration of One Million ($1,000,000) Dollars, as
set forth in subsection (iii) below. 
The Shares will be subject to the restrictions set forth in this
Agreement and under federal and state securities laws.  “Fair
Market Value” for purposes of this
Agreement shall mean (i) if the Common Stock is listed or admitted
to trade on a national securities exchange, the average closing price of the
Common Stock on the Composite Tape, as published in The Wall Street Journal, of
the principal national securities exchange on which the Common Stock is so
listed or admitted to trade for the ten (10) consecutive days preceding
the execution of this Agreement; (ii) if the Common Stock is not listed or
admitted to trade on a national securities exchange, the mean between the
closing bid and asked price for the Common Stock for such 10 trading days, as
furnished by the Over-The-Counter Bulletin Board (the “OTCBB”) maintained by
FINRA; (iii) if the Common Stock is not listed or admitted to trade on a national
securities exchange and closing bid and asked prices are not furnished by the
OTCBB, the mean between the closing bid and asked price for the Common Stock
for such 10 trading days, as furnished by the Pink Sheets, LLC (“Pink Sheets”)
or similar organization.


 


(ii)           Andover hereby represents and warrants that the Shares
upon issuance:


 


(A)          will be, free and clear of any
security interests, liens, claims or other encumbrances (except as provided in
this Agreement), subject to restrictions upon transfer 


 


3

















 


under
the Securities Act of 1933, as amended (the “1933 Act”) and any applicable
state securities laws;


 


(B)           will be, duly and validly authorized
and on the date of issuance will be duly and validly issued, fully paid and
nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant
to an effective registration statement, will be free trading and unrestricted,
provided that OB, or its assigns, complies with the prospectus delivery requirements
of the 1933 Act and any state securities laws and is not deemed to be an “affiliate”
of Andover, as such term is defined in the 1933 Act);


 


(C)           will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of Andover; and


 


(D)          will not subject the holders thereof
to personal liability by reason of being such holders.


 


(iii) 
Pursuant to this Agreement, OB, or its assigns, may sell in the open market at
prevailing market prices.  Shares for aggregate
proceeds of One Million Dollars ($1,000,000) (the “Stock Consideration”).
Notwithstanding the fact that $1,500,000 of Andover Common Stock is being
issued in the name of OB, or its assigns, such parties shall only be entitled
to Stock Consideration of $1,000,000.  If
and when OB, and/or its assigns, has received $1,000,000 in net proceeds from
the sale of the Shares, any and all remaining Shares held by OB, or its
assigns, shall be immediately returned to Andover and OB shall have no rights
or claims to any of such Shares.  In the
event that the OB, or its assigns, receives less than $1,000,000 in net
proceeds from the sale of the Shares, the Andover Respondents shall have no
obligation to pay any additional consideration to the OB Claimants.  The Shares in excess of $1,000,000 Fair 


 


4

















 


Market
Value on the date of issuance were issued solely to cover any decrease in Fair
Market Value of the Shares until they are sold.


 


(iv)          Notwithstanding the foregoing, Andover
may, on ten (10) business days prior notice, redeem from OB, or its
assigns, all, but not less than all, of the Shares which have not been sold by
such parties at such time for an aggregate redemption price equal to $750,000
minus the net proceeds received by OB, or its assigns, from the sale of Shares
prior to the date of such redemption.  
Upon OB’s receipt of such notice from Andover, OB may not dispose of any
of such Shares other than to Andover under such redemption.


 


(v)           Subject to compliance with all
applicable securities or “Blue Sky” laws, OB, or its assigns, may enter into
lawful hedging transactions involving Andover Common Stock, but may not engage
in any uncovered short sales thereof.


 


(vi) Andover
shall prepare and file with the Securities and Exchange Commission (the “SEC”)
a registration statement for the resale of all of the Shares pursuant to the
terms and conditions of the Registration Rights Agreement attached hereto as Exhibit B.


 


(vii)         Notwithstanding Andover’s registration
of the Shares pursuant to subparagraph (vi) above, the Shares may also be
sold commencing 6 months from the date of issuance pursuant to Rule 144
under the 1933 Act , subject to the following limitations.  OB and its assigns acting together as a group
may not sell in the aggregate more than 20,000 of the Shares in any one week
and more than 250,000 of the Shares in any three (3) month period on a
non-cumulative basis.


 


3.             Contingency Reserve and Indemnification Payments.


 


(i)            Pursuant to Section 2.1(e) of the APA, Marcum &
Kleigman LLP was selected to determine any dispute concerning the adjustment to
the Purchase Price based on the 


 


5

















 


difference between the Magliochettis’
valuation of Net Assets and OB’s valuation of Net Assets under the APA.  A Contingency Reserve of $2,560,543 was
established via a corresponding holdback by OB of such amount from payment of
the purchase price to the Magliochettis. 
Under the terms of this Agreement, the Magliochettis hereby waive any
and all rights they may have to any part of the Contingency Reserve of
$2,560,543, which OB shall retain in full. 
The Magliochettis shall be responsible for payments to Marcum &
Kleigman of their half of the fees incurred by Marcum & Kleigman in
connection with the Contingency Reserve, as previously billed to them by Marcum &
Kleigman.  With the exceptions of any
claims related to the fees referenced in this paragraph, Otto Bock shall
indemnify and hold harmless the Magliochettis and/or the Andover Respondents
from any and all claims asserted by Marcum & Kleigman relating to the
Contingency Reserve.


 


(ii)           Pursuant to Section 6.3(c) of
the APA, OB deposited $1,000,000 of the Purchase Price into a bank account for
the benefit of the Magliochettis in the name of FPM Holdings, Inc., Bank
of America, Andover, MA 01810; Account No. 9421192478.  As per the terms of the APA, OB’s lien rights
terminated on January 31, 2006.  OB
hereby confirms that it has waived any and all rights it might have had to the
funds in the above described bank account.


 


(iii)          With respect to the Purchased
Receivables acquired pursuant to the APA as described in Section 3.1 (gg)
therein and as identified in the Net Asset calculation set forth in Exhibit A
of the APA, $1,289,000.00 of said Purchased Receivables have been deemed
uncollectible and the parties in that case agree that Otto Bock, may, in its
sole discretion, book this variance as goodwill on its financial statements.


 


4.             Indemnification.  Pursuant to the APA, OB was entitled to
certain indemnification payments with regard to representations and warranties
under the APA.  This 


 


6

















 


Agreement
settles all of OB’s claims for such payments that were set forth in OB’s Demand
for Arbitration filed in the Arbitration (“the Arbitration Claims”). As
detailed in Paragraph 5 of this Agreement, and subject to the limitations and
exclusions therein, OB relinquishes and otherwise irrevocably waives any and
all rights to any further indemnification from any of the Andover Respondents
under the APA and all ancillary documents in connection with the Arbitration
Claims or any other claims that were or could have been brought for conduct or
actions of the Andover Respondents. Notwithstanding the preceding two
sentences, the Magliochettis hereby agree to indemnify and hold harmless OB and
its agents, employees, officers, directors, shareholders, administrators,
successors and assigns against any and all losses, claims, damages, expenses or
liabilities, joint or several (which shall, for purposes of this Agreement,
include, but not be limited to, all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation and all reasonable attorneys’ fees) (collectively referred to as “Losses”),
to which OB may become subject, insofar as such Losses arise solely out of or
are based upon actions taken by Revenue Canada or other Canadadian tax
authorities (“CTA”) related to the operations of OrthoMotion, Inc. prior
to January 6, 2005.  While the CTA
have not, as of this date, commenced legal proceedings in connection any such
Losses, they have nevertheless communicated a belief that operations of
OrthoMotion, Inc. prior to January 6, 2005 created an unsatisfied tax
liability totaling approximately $200,000 (with costs and interest).  In the event that OB receives notice of any
potential losses from the CTA, OB shall promptly give such notice to the
Magliochettis.  The Magliochettis shall
have the right, at their own expense, to defend against any such claim by CTA
and to appeal from any judgment of liability that may be 


 


7

















 


entered
in any such matter commenced by the CTA. 
OB will reasonably cooperate with the Maglicohettis in order for the
Maglicohettis to defend or appeal any such claim or judgment.


 


5.             Releases.


 


(i)            OB on
the one hand and Andover and Edwin Reilly on the other hand, agree to release
and discharge all of the other’s past or present officers, directors, agents,
partners, employees, shareholders, principals, representatives, assigns,
predecessors, attorneys, parent or subsidiary corporations, and successors and
predecessors in interest, from any and all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands
whatsoever, in law, admiralty or equity (collectively, “Claims”), which against
the other, the releasing party and its successors and assigns ever had, now
have or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause or thing whatsoever from the beginning of the world to the day of the
date of this Agreement except pursuant to the terms and conditions of this
Agreement.


 


(ii)           OB on the one
hand, and the Magliochettis on the other hand, agree to release and discharge each
other (including the Magliochettis personally) and all of the other’s past or
present officers, directors, employees, agents, partners, employees,
shareholders, principals, representatives, assigns, predecessors, attorneys,
parent or subsidiary corporations, and successors and predecessors in interest
from any and all Claims which OB and/or OB’s successors and assigns ever had,
now have or hereafter can, shall or may have, for, upon, or by reason of any
matter, cause or thing whatsoever from the beginning of the world to the day of
the date of this Agreement , that relate solely to the Non-Competition
Agreements (as defined in Paragraph 7 herein).


 


8

















 


(iii)          OB on the one hand and the Magliochettis on the other hand,
agree to release and discharge each other (including the Maglicohettis
personally) and all of the others past or present officers, directors, agents,
partners, employees, shareholders, principals, representatives, assigns,
predecessors, attorneys, parent or subsidiary corporations, and successors and
predecessors in interest from any and all claims under or related to the APA,
exclusive of the Non-Competition Agreements, as described in Subparagraph (ii) above,
except for:   any potential claims under
the representations and warranties of the APA that are not now known by OB, and
could not have been reasonably discovered by OB prior to the date of this
Agreement, but only to the extent that any such claims could be made in the
future pursuant to the terms and conditions of Section 6 of the APA in its
entirety, including, without limitation, all limitations set forth in Section 6
of the APA.  Without limiting the
generality of the foregoing, this Paragraph shall have no effect on any rights
or obligations of any party relating to an Excluded Liability (as defined in
the APA) under the APA.  Specifically,
the parties agree that this Paragraph shall neither create nor extinguish any
rights and obligations that might otherwise exist as asserted by Otto Bock in
the ongoing action entitled Lynn Johnson, et al. v.
Saddleback Memorial Medical Center, et al. Case No. 06CC10651,
California Superior Court (Orange County) and such rights and obligations, if
any, shall be controlled by the APA.  The
parties to this Paragraph agree that its intent is to conclude the parties’
current dealings with each other, except as such dealings are necessary under
other parts of this Agreement or relate to the legal disputes or proceedings
referenced in, and not settled or precluded by, this Agreement.


 


6.             Patent Assignments.
Pursuant to the terms and conditions of this Agreement, Francis
Magliochetti hereby agrees to sell, assign and transfer to OB as per to the
terms of the APA his entire right, title and interest in all patents and all
divisional, continuing, substitute, 


 


9

















 


renewal,
reserve and other patent applications and to all original and reissued patents
which have been or shall be issued in the United States and the rest of the
world.  In addition, to the extent that
ORI is obligated to execute and file additional documents in order to complete
or perfect assignments of patents and patent rights to OB, Francis Magliochetti
– both individually and in his capacity to act on behalf of OrthoRehab, Inc.
– agrees to execute and file such additional documents within sixty (60) days
of the execution of this Agreement.


 


7.             APA and
Non-Competition Agreements.  Upon execution of this Agreement and payment of the Cash Consideration
referred to in paragraph 1, the Covenant Not to Compete by OrthoRehab and
OrthoMotion contained in Section 4.1(k) of the APA, the
Non-Competition Agreement of Francis P. Magliochetti, Jr. dated January 6, 2005, and Non-Competition Agreement of Patricia
Magliochetti dated January 6,
2005, and any and all other restrictive covenants in writing or under common
law by and between any of the Andover Respondents and OB, its parents,
subsidiaries, officers, directors, shareholders, partners, employees, heirs,
successors and assigns shall be null and void (collectively, the “Non-Competition
Agreements”).


 


8.             Discontinuance.  By
executing this Agreement, the parties authorize and instruct their respective attorneys to file a Stipulation of Discontinuance with Prejudice
of the Arbitration, with each party to bear its own costs and attorneys’ fees.


 


9.             Representation of Ownership and
Authority.  OB warrants
and represents that it is the sole owner of the claims being released herein,
and has full authority to release claims and shall indemnify and hold harmless
the Andover Respondents for any breach of this representation and warranty.  Each
of the parties to this Agreement hereby represents and warrants that (s)he has
the authority to sign on behalf of and bind all parents, subsidiaries, 


 


10

















 


predecessors,
affiliates, shareholders, officers, directors, partners, owners, insurers,
employees, agents, representatives, and attorneys to the terms of this
Agreement.


 


10.          No Admission.  The
parties to this Agreement expressly recognize that any payments or agreements
made herein are not considered admission of any liability or responsibility
for, or of the correctness of, any of the
claims which were or may have been asserted in the Arbitration and otherwise,
but are made solely for purposes of avoiding the costs and/or risks of further
arbitration and threatened litigation.


 


11.          Careful Review of
Agreement and Understanding Thereof.  The parties
each represent that they have CAREFULLY read this Agreement, and
understand its terms and conditions without
reservation.  The parties each
acknowledge that they have had ample opportunity to consult with their respective legal counsel and
was not relied on any representations or statements of any other party or their counsel with respect to the subject
matter of this Agreement.  The parties
further understand that this is a FULL, COMPLETE, AND FINAL release and OB is forever relinquishing and releasing all claims it
has or may have had against the Andover Respondents except as set forth herein,
and the Andover Respondents are forever relinquishing an releasing any and all
claims they have or may have against OB. 
The Parties each acknowledge that they understand the terms and provisions
of this Agreement, and that this Agreement
contains the entire agreement between them and supersedes any and all prior agreements, arrangements, or understandings
between them relating to the subject matter.


 


12.          Severability.  If any portion or portions
of this Agreement may be held by a court of competent
jurisdiction to conflict with any federal, state or local law, and as a result
such portion or portions are declared to be invalid and of no force or
effect in such jurisdiction, all 


 


11

















 


remaining
provisions of this Agreement shall otherwise remain in full force and effect
and be construed as if such invalid portion or portions has not been included
herein.


 


13.          Confidentiality and
Non-Disparagement.  The
parties agree that the settlement of their dispute is a private and
confidential matter among them, and therefore they shall not disclose to anyone
except for their attorneys and accountants the terms of this settlement, or as
otherwise required by the rules and regulations of the SEC or any other
governmental body.   Further, neither
party shall disparage or otherwise speak negatively or derogatively about the
other to any third party.


 


14.          Notices.  All notices, requests, instructions,
consents, and other communications relating to this Agreement (collectively, “notices”)
shall be sent to the parties at the addresses set forth below.  All notices shall be in writing and shall be
deemed received (i) on the same day if delivered in person, by e-mail, or
fax transmission; (ii) on the next day if delivered by overnight mail; or (iii) on
the date indicated on the return receipt, or if there is no such receipt, on
the third calendar day (excluding Sundays) if delivered by certified or
registered mail, postage prepaid, to the party for whom intended at the address
set forth below:


 


	
  (i)

  	
  If
  to Otto Bock Healthcare LP to:

  
	
   

  	
   

  
	
   

  	
  Otto
  Bock Healthcare, LP

  
	
   

  	
  Two
  Carlson Parkway, Suite 100

  
	
   

  	
  Minneapolis,
  MN 55447

  
	
   

  	
  Attention:
  Rick Schmidt

  
	
   

  	
  Telecopier:
  (763) 519-9017

  
	
   

  
	
  with
  a copy to:

  
	
   

  	
  Faegre &
  Benson , LLP

  
	
   

  	
  2200
  Wells Fargo Center

  
	
   

  	
  90
  S. 7th Street

  
	
   

  	
  Minneapolis
  MN 55402

  
	
   

  	
  Attention:
  John Connelly, Esq.

  
	
   

  	
  Telecopier:
  (612) 766-1600

  
			



 


12

















 


	
  (ii)

  	
  If
  to Andover Medical, Inc. to:

  
	
   

  	
   

  
	
   

  	
  Andover
  Medical, Inc.

  
	
   

  	
  510 Turnpike Street, Ste 204

  
	
   

  	
  N. Andover, MA 01845

  
	
   

  	
  Attention: Edwin A. Reilly, CEO

  
	
   

  	
  Telecopier: (978) 557-1004

  
	
   

  	
   

  
	
  (iii)

  	
  If
  to Edwin A. Reilly to:

  
	
   

  	
   

  
	
   

  	
  Andover
  Medical, Inc.

  
	
   

  	
  510 Turnpike Street, Ste 204

  
	
   

  	
  N. Andover, MA 01845

  
	
   

  	
  Attention: Edwin A. Reilly, CEO

  
	
   

  	
  Telecopier: (978) 557-1004

  
	
   

  	
   

  
	
  (iv)

  	
  If
  to Andover or Reilly, a copy to:

  
	
   

  	
   

  
	
   

  	
  Phillips
  Nizer LLP

  
	
   

  	
  666
  Fifth Avenue

  
	
   

  	
  New
  York, NY 10103

  
	
   

  	
  Attention:
  Elliot H. Lutzker

  
	
   

  	
  Telecopier:
  (212) 262-5152

  
	
   

  	
   

  
	
  (v)

  	
  If
  to Francis R. Magliochetti to:

  
	
   

  	
   

  
	
   

  	
  Francis
  Magliochetti

  
	
   

  	
  61
  Mill Pond

  
	
   

  	
  North
  Andover, MA 01845

  
	
   

  	
  Attention:
  Francis R. Magliochetti

  
	
   

  	
  Telecopier: (978) 824-2396

  
	
   

  	
   

  
	
  (vi)

  	
  If to Patricia Magliochetti to:

  
	
   

  	
   

  
	
   

  	
  Patricia Magliochetti

  
	
   

  	
  30 Coachman Lane

  
	
   

  	
  North Andover, MA 01845

  
	
   

  	
  Attention: Patricia Magliochetti

  
	
   

  	
  Telecopier:

  



 


13

















 


15.          Entire
Agreement.  This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings, whether written or
oral, between them with respect to the subject matter hereof.  Each party has executed this Agreement
without reliance upon any promise, representation, or warranty other than those
expressly set forth herein.  Each party
acknowledges that (i) it has carefully read this Agreement; (ii) the
meaning and effect of the various terms and provisions hereof have been fully
explained to it by such counsel; (iii) it has conducted such investigation,
review, and analysis as it has deemed necessary to understand the provisions of
this Agreement and the transactions contemplated hereby; and (iv) the
undersigned officers/members of the entities that comprise the parties hereto
have been duly authorized to enter into this Agreement on behalf of the
parties.


 


16.          Governing Law; Venue  This
Agreement shall be governed and construed by the laws of the Commonwealth of Massachusetts without regard to principles
of conflicts of laws.  Any Proceeding
brought by either party against the other concerning the transactions
contemplated hereby shall be brought only in the State courts of Massachusetts
or in the federal courts located in the State of Massachusetts within Essex
County.  The parties to this Agreement
hereby irrevocably: (i) accept the in personam jurisdiction of said
courts; (ii) waive trial by jury; (iii) waive any objection to
jurisdiction and venue of any Proceeding instituted hereunder; and (iv) agree
they shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens.  THE PARTIES EXECUTING THIS AGREEMENT AND THE TRANSACTION DOCUMENTS ON
BEHALF OF THE COMPANY AGREE TO SUBMIT TO THE IN PERSONAM JURISDICTION OF SUCH
COURTS AND HEREBY 


 


14

















 


IRREVOCABLY
WAIVE TRIAL BY JURY FOR ANY PROCEEDINGS CONTEMPLATED BY THIS PARAGRAPH.


 


17.          Counterparts.  This
Agreement may be signed in several counterparts, but all when taken together shall constitute but a single document when executed by
all parties. This Agreement
shall not constitute the agreement of the parties until such time as it has
been executed by all parties.


 


18.          Binding effect.  This Agreement shall be
binding upon and shall inure to the benefit of
the parties, their respective heirs, beneficiaries, personal representatives,
successors, and assigns.


 


19.          Amendments.  This
Agreement and all documents and instruments executed in connection herewith or in furtherance hereof may not be amended,
modified or supplemented, except by an instrument
in writing signed by all parties hereto.


 


20.          Further Assurances.  Each
party agrees to execute such further and additional documents, instruments and
writing as may be necessary, proper, required, desirable or convenient for the purpose of fully effectuating the terms and
provisions of this Agreement.


 


21.          Joint Preparation of Agreement.  This
Agreement shall not be construed against the
party preparing it, but shall be construed as if it were prepared jointly by
the parties herein, and any uncertainty or ambiguity, or both, shall not be
interpreted against any person or entity.


 


IN WITNESS WHEREOF, the parties and their
respective counsel have executed this Agreement
on the dates acknowledged below.


 


15

















 


	
  /s/ Francis P. Magliochetti

  	
   

  
	
  Francis P. Magliochetti

  
	
   

  
	
  Date: December 28, 2007

  
	
   

  
	
   

  
	
  /s/
  Patricia Magliochetti

  	
   

  
	
  Patricia Magliochetti

  
	
   

  
	
  Date: December 28, 2007

  
	
   

  
	
   

  
	
  [END OF PAGE]

  
			



 


16

















 


	
  /s/
  Edwin A. Reilly

  	
   

  
	
  Edwin A. Reilly

  
	
   

  
	
  Date:
  December 28, 2007

  
	
   

  
	
  [END
  OF PAGE]

  



 


17

















 


	
  ANDOVER
  MEDICAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  James A. Shanahan

  	
   

  	
   

  
	
  Name: James A. Shanahan

  	
   

  
	
  Title: Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  Date:
  December 28, 2007

  	
   

  
	
   

  	
   

  
	
  [END
  OF PAGE]

  	
   

  
				



 


18

















 


	
  OTTO
  BOCK HEALTHCARE L.P.

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
  /s/
  Elbert P. Harman

  	
   

  	
   

  	 

	
  Name:

  	
  Elbert
  P. Harman

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	 

	
  Date:
  December 26, 2007

  	
   

  	 

	
   

  	
   

  	 

	
  [END
  OF PAGE]

  	
   

  	 

										



 


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