LCA-VISION INC. AND COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Rights Agreement Dated as of November 24, 2008Rights Agreement • November 24th, 2008 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Delaware
This RIGHTS AGREEMENT, dated as of November 24, 2008 (the “Agreement”), is entered into between LCA-Vision Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among LCA-Vision Inc. and PHOTOMEDEX, INC. and GATORADE ACQUISITION CORP. dated as of February 13, 2014Agreement and Plan of Merger • February 13th, 2014 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 13, 2014, by and among LCA-Vision Inc., a Delaware corporation (the “Company”), PhotoMedex, Inc., a Nevada corporation (“Parent”), and Gatorade Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.01 hereof.
LCA-Vision Inc. 3,000,000 Shares Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • New York
LCA-Vision Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A annexed hereto (the “Underwriters”) an aggregate of 2,400,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, and Stephen N. Joffe (the “Selling Stockholder”) proposes to sell to the several Underwriters 600,000 shares of Common Stock (said shares to be issued and sold by the Company and to be sold by the Selling Stockholder collectively, the “Firm Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 450,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 24th, 2008 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Delaware
This Director Indemnification Agreement, dated as of July 18, 2008 (this “Agreement”), is made by and between LCA-Vision Inc., a Delaware corporation (the “Company”), and _______________________ (“Indemnitee”).
AGREEMENTAgreement • March 13th, 2013 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
This Agreement (this “Agreement”) is made and entered into on the 7th day of January, 2013 by and between LCA-Vision Inc., a Delaware corporation (the “Corporation”), and Amy F. Kappen (the “Employee”).
August 4, 1998Lca Vision Inc • March 21st, 2003 • Services-specialty outpatient facilities, nec
September 25, 1998Lca Vision Inc • March 21st, 2003 • Services-specialty outpatient facilities, nec
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 21st, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS AMENDMENT TO LOAN AGREEMENT ("Amendment") is entered into as of the 30th day of September, 1999 by and between THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 ("Lender") and LCA-VISION INC., an Ohio corporation, and REFRACTIVE CENTERS INTERNATIONAL, INC., an Ohio corporation, (individually and collectively, "Borrower"), whose collective mailing address is 7840 Montgomery Road, Cincinnati, Ohio 45236.
FORM OF AGREEMENTForm of Agreement • July 1st, 2008 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
This Agreement (this “Agreement”) is made and entered into on the 26th day of June, 2008 by and between LCA-Vision Inc., a Delaware corporation (the “Corporation”), and ________________ (the “Employee”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeparation Agreement • March 13th, 2013 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS is a SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (“Agreement”) by and between David L. Thomas (“Executive”) and LCA-Vision, Inc. (“LCA”).
Mr. Steven C Straus Cincinnati, Ohio 45202 Dear Steve:Lca Vision Inc • May 2nd, 2008 • Services-specialty outpatient facilities, nec
You and LCA-Vision, Inc. (the “Company”) are parties to an employment agreement dated November 1, 2006, a copy of which is attached (“Agreement”). You and the Company hereby agree to the following amendments to that Agreement, which shall be effective as of the date of this letter:
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Lca Vision Inc • Services-specialty outpatient facilities, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of LCA-Vision Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
Loan and Security AgreementSecurity Agreement • April 30th, 2008 • Lca Vision Inc • Services-specialty outpatient facilities, nec
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of this 24th day of April, 2008, by and between LCA-VISION INC. (“Borrower”) with an address at 7840 Montgomery Rd., Cincinnati, OH 45236 and PNC EQUIPMENT FINANCE, LLC (“Lender”), with an address at 1000 Westlakes Dr., Suite 200, Berwyn, PA 19312.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 21st, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS SECOND AMENDMENT TO LOAN AGREEMENT ("Amendment") is entered into as of the 30th day of November, 2001 by and between THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 ("Lender") and LCA-VISION INC., a Delaware corporation ("Borrower"), 7840 Montgomery Road, Cincinnati, Ohio 45236.
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 21st, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS THIRD AMENDMENT TO LOAN AGREEMENT ("Amendment") is entered into as of the 30th day of June, 2002 by and between THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 ("Lender") and LCA-VISION INC., a Delaware corporation ("Borrower"), 7840 Montgomery Road, Cincinnati, Ohio 45236.
FIFTH AMENDMENT TO LOAN AGREEMENTAgreement • March 5th, 2004 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) is entered into as of the 31st day of July, 2003 by and between THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 (the “Lender”), and LCA-VISION INC., a Delaware Corporation, (the “Borrower”) 7840 Montgomery Road, Cincinnati, Ohio 45236.
AGREEMENTAgreement • October 27th, 2009 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
This Agreement (this "Agreement") is made and entered into on the 8th day of September, 2009 by and between LCAVision Inc., a Delaware corporation (the "Corporation"), and Rhonda Sebastian (the "Employee").
LCA-VISION, INC. 2001 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AND AGREEMENTRestricted Stock Award and Agreement • February 24th, 2006 • Lca Vision Inc • Services-specialty outpatient facilities, nec
GRANT: LCA-Vision Inc., a Delaware corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock, par value $.001 per share (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued at no cost to you on the Vesting Date[s] set forth below, provided that you are employed by the Company or any of its subsidiaries on the [applicable] Vesting Date. Please read this Agreement carefully and return one copy as requested below. Unless otherwise provided in this Agreement, capitalized terms have the meanings specified in the Plan.
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2009 • Lca Vision Inc • Services-specialty outpatient facilities, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13G/A (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of LCA-Vision Inc., a corporation organized and existing under the laws of Delaware, and further agree that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 12th, 2009 • Lca Vision Inc • Services-specialty outpatient facilities, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of LCA-Vision Inc., a corporation organized and existing under the laws of Delaware, and further agree that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • March 13th, 2013 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
This Agreement (this “Agreement”) is made and entered into on the 7th day of January, 2013 by and between LCA-Vision Inc., a Delaware corporation (the “Corporation”), and Michael J. Celebrezze (the “Employee”).
Joint Filing AgreementJoint Filing Agreement • October 13th, 2011 • Lca Vision Inc • Services-specialty outpatient facilities, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of LCA-Vision Inc., a corporation organized and existing under the laws of Delaware, and further agree that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
LCA-VISION INC. 8,300,000 Shares(1) Common Stock UNDERWRITING AGREEMENTLca Vision Inc • June 7th, 1999 • Services-specialty outpatient facilities, nec • New York
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 21st, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
THIS FOURTH AMENDMENT TO LOAN AGEEEMENT (the "Amendment") is entered into as of the 31st day of December, 2002 by and between THE PROVIDENT BANK, an Ohio banking corporation, One East Fourth Street, Cincinnati, Ohio 45202 (the "Lender"), and LCA-VISION INC., a Delaware Corporation, (the "Borrower") 7840 Montgomery Road, Cincinnati, Ohio 45236.
June 30, 2003 Mr. Kevin M. HasseyLca Vision Inc • September 23rd, 2003 • Services-specialty outpatient facilities, nec
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2003 • Lca Vision Inc • Services-specialty outpatient facilities, nec • Ohio
This employment agreement ("Agreement") is entered into this 2nd day of March 2000, between LCA-Vision Inc., with a principal place of business at 7840 Montgomery Road, Cincinnati, Ohio 45236 or any of its subsidiaries and Alan H. Buckey, an individual who resides at 8533 Twilight Terr. Lan. Cinti, OH 45249, ("Employee").
