EXHIBIT 10.5.1 LICENSE AGREEMENT BY AND BETWEEN CIBA VISION AG AND PRESBY CORP. DATED MARCH 6, 2002 TABLE OF CONTENTSLicense Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
RECITALS:Indemnification Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Delaware
EXHIBIT 10.1 (b) ----------------Subscription Agreement • May 4th, 2001 • Very Best of the Internet Com Inc • Services-business services, nec • Texas
RECITALSEscrow Agreement • April 12th, 2001 • Very Best of the Internet Com Inc • Services-business services, nec • Texas
RECITALSEmployment Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Delaware
SUBLEASESublease • April 12th, 2001 • Very Best of the Internet Com Inc • Services-business services, nec
EXHIBIT 10.19 NAME OF SUBSCRIBER: _____________________________ TO: GLENN MICHAEL FINANCIAL, INC. 534 BROAD HOLLOW ROAD MELVILLE, NEW YORK 11747 SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is being delivered to you in...Subscription Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • New York
EXHIBIT 10.1 (a) ---------------- SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT ("Agreement") is _ made this [Date] by and between TheVeryBestOfTheInternet.com, Inc., a Texas corporation (the "Company"), and [Name of Investor], a [Type of...Subscription Agreement • April 12th, 2001 • Very Best of the Internet Com Inc • Services-business services, nec • Texas
Exhibit 10.26.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made as of October 8, 2004, by and among Refocus Group, Inc., a Delaware corporation (the "Company"), and the lenders listed on Exhibit A attached hereto (each, a "Lender" and,...Loan Agreement • October 14th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • New York
PRESBY CORP.Employment Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
No._____ ___________Shares REFOCUS GROUP, INC. WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER...Warrant to Purchase Common Stock • October 14th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus
Exhibit 10.25 TERMINATION AND SETTLEMENT AGREEMENT THIS TERMINATION AND SETTLEMENT AGREEMENT (this "Agreement") is made, entered into and effective only as of the Effective Date (hereinafter defined), by and among Refocus Group, Inc., a Delaware...Termination and Settlement Agreement • October 14th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.18 Pubco Common Stock Lock-up Agreement LOCK-UP AGREEMENT REGARDING THE ISSUANCE OF PUBCO MERGER SHARES PRESBY CORP SERIES C PREFERRED STOCK Presby Corp ("Presby" or the "Company") plans to enter into a reverse merger transaction (the...Lock-Up Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
Presby Corp ("Presby" or the "Company") plans to enter into a reverse merger transaction (the "Reverse Merger") with a publicly-traded company, concurrent with a private placement of equity securities (the "Funding Transactions"). The public-traded company, which is called ("Pubco") for purposes of this letter, will then succeed to and operate the eyecare surgical products business of Presby under the current management of Presby. We expect to close these Funding Transactions within the next several weeks. Pubco is not identified at this time due to securities regulations regarding knowledge of upcoming transactions involving public-traded securities. You are a current holder of shares of Presby stock, and if we are successful in closing the Funding Transactions, you will receive common stock of Pubco ("Pubco Merger Shares") in exchange for your stock in Presby.
REFOCUS GROUP LETTERHEAD]Contingent Subscription Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus
Reference is made to that certain letter agreement, dated March 6, 2003, relating to the Verus Contingent Subscription (the "Contingent Subscription Agreement"), from Verus Support Services Inc. ("Verus") to Refocus Group, Inc. ("Refocus"), and those certain related letter agreements, dated June 11, 2003 and August 28, 2003. Defined terms used without definition in this letter will have the meanings set forth for such terms in the Contingent Subscription Agreement. In addition, Verus and Refocus are parties to that certain letter agreement, dated March 6, 2003, relating to the Advisory Engagement (the "Advisory Agreement") pursuant to which Verus agreed to be appointed as a non-exclusive advisor for and on behalf of Refocus (as successor to Presby Corp).
ContractWarrant Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).
REFOCUS GROUP LETTERHEAD]Contingent Subscription Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus
Reference is made to that certain letter agreement, dated March 6, 2003, relating to the Verus Contingent Subscription (the "Contingent Subscription Agreement"), from Verus Support Services Inc. ("Verus") to Refocus Group, Inc. ("Refocus"), and those certain related letter agreements, dated June 11, 2003 and August 28, 2003. Defined terms used without definition in this letter will have the meanings set forth for such terms in the Contingent Subscription Agreement. In addition, Verus and Refocus are parties to that certain letter agreement, dated March 6, 2003, relating to the Advisory Engagement (the "Advisory Agreement") pursuant to which Verus agreed to be appointed as a non-exclusive advisor for and on behalf of Refocus (as successor to Presby Corp).
AMENDED & RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Amended and Restated Subscription Agreement (this "Agreement") is being delivered to you in connection with your investment in Refocus Group, Inc., a Delaware corporation (the "Company"), in connection with a private placement (the "Private Placement") of a minimum of 40 units ("Units") and a maximum of 200 Units, each Unit consisting of (i) 50,000 shares of Company common stock ("Common Stock"), and (ii) a detachable warrant to purchase 25,000 shares of Common Stock ("Warrant" and, together with the Common Stock, collectively, "Securities"), at an exercise price of $2.00 per share from issuance until the third anniversary of the closing of the Private Placement. The purchase price per Unit is $25,000.
REFOCUS GROUP, INC. SECOND AMENDMENT TO COX EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Second Amendment to that certain Employment Agreement between Refocus Ocular, Inc. and Mark A. Cox dated April 24, 1998 (the "Employment Agreement"), as previously amended as of December 1, 2002, is made and entered into as of March 18, 2004, by and between Refocus Group, Inc., a Delaware corporation (the "Company"), and MARK A. COX (the "Executive") (this "Second Amendment").
EXHIBIT 10.3 [PRESBY CORP LETTERHEAD] Date: May 5, 1999 CONFIDENTIAL Mr. C. Daniel Myers Executive Vice President CIBA Vision Corporation 11460 Johns Creek Parkway Duluth, GA 30097 Dear Mr. Myers: In connection with your interest in a possible...Confidentiality Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
In connection with your interest in a possible transaction (the "Proposed Transaction"), that may involve one or more products or services developed or created by RAS Holding Corp or its subsidiaries, Presby Corp, PC Lens Corp, and Medical Internet Technologies, Inc. (together "the Companies"), we will furnish to you, upon your execution and delivery to us of this letter agreement, certain information developed or created by or relating to the Companies.
REFOCUS GROUP, INC. FIRST AMENDMENT TO WALTS EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Amendment to that certain Employment Agreement between Refocus Group, Inc. and Terence A. Walts dated September 5, 2002 (the "Employment Agreement") is made and entered into as of May 29, 2003, by and between Refocus Group, Inc., a Delaware corporation (the "Company"), and Terence A. Walts (the "Executive") (this "Amendment").
REFOCUS GROUP, INC. SECOND AMENDMENT TO WALTS EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Second Amendment to that certain Employment Agreement between Refocus Group, Inc. and Terence A. Walts dated September 5, 2002 (the "Employment Agreement"), as amended May 29, 2003, is made and entered into as of March 18, 2003, by and between Refocus Group, Inc., a Delaware corporation (the "Company"), and Terence A. Walts (the "Executive") (this "Second Amendment").
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of March 1, 2005, is entered into by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and MedCare Investment Fund III, Ltd., a Texas limited partnership (the “Purchaser”).
SECURITIES PURCHASE AGREEMENT between REFOCUS GROUP, INC., and MEDCARE INVESTMENT FUND III, LTD. Dated as of March 1, 2005Securities Purchase Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 1, 2005, is entered into by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and Medcare Investment Fund III, Ltd. (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7.19 of this Agreement.
WITNESSETH:Secrecy Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Georgia
August 28, 2003Advisory Agreement • November 14th, 2003 • Refocus Group Inc • Surgical & medical instruments & apparatus
AGREEMENTServices Agreement • November 14th, 2003 • Refocus Group Inc • Surgical & medical instruments & apparatus • California
This agreement is entered into as of June 1, 2003 by and between Refocus Group, Inc. (“Client”) and Promedica International, a California corporation, (“Promedica International”) as follows:
REFOCUS GROUP, INC. SECOND AMENDMENT TO COX EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Second Amendment to that certain Employment Agreement between Refocus Ocular, Inc. and Mark A. Cox dated April 24, 1998 (the “Employment Agreement”), as previously amended as of December 1, 2002, is made and entered into as of March 18, 2004, by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and MARK A. COX (the “Executive”) (this “Second Amendment”).
FIRST AMENDMENT TO LICENSE TRANSFER AND TRANSITION SERVICES AGREEMENTLicense Transfer and Transition Services Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
THIS FIRST AMENDMENT TO LICENSE TRANSFER AND TRANSITION SERVICES AGREEMENT (this “Amendment”) is made and entered into this day of February 2005, by and among Refocus Group, Inc., a Delaware corporation (“Refocus”), Refocus Ocular, Inc., a Delaware corporation that is a wholly-owned subsidiary of Refocus (“Licensor”), CIBA Vision AG, a Swiss corporation (“Licensee”), and CIBA Vision Corporation, a Delaware corporation (“CIBA”). All initially capitalized terms not defined herein shall have the meanings attributable to them in the License Transfer Agreement (as defined herein).
SECURITY AGREEMENTSecurity Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus
SECURITY AGREEMENT, dated as of January 27, 2005, among Refocus Group, Inc., a Delaware corporation (“Debtor”), Refocus Ocular, Inc., a Delaware corporation (the “Guarantor”), and Medcare Investment Fund III, Ltd., a Texas limited partnership (hereinafter, the “Secured Party”). Debtor and Guarantor are referred to collectively herein as the “Grantors.”
REFOCUS GROUP, INC. THIRD AMENDMENT TO WALTS EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This Third Amendment to that certain Employment Agreement between Refocus Group, Inc. and Terence A. Walts dated September 5, 2002 (the “Employment Agreement”), as amended May 29, 2003 and March 18, 2004, is hereby made and entered into as of August 16, 2004, by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and Terence A. Walts (the “Executive”) (this “Second Amendment”).
PRESBY CORP CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (EMPLOYEE)Confidentiality and Intellectual Property Rights Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
LICENSE TRANSFER AND TRANSITION SERVICES AGREEMENTLicense Transfer and Transition Services Agreement • February 2nd, 2004 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This letter advises that CIBA Vision has reached agreement with Refocus Group, Inc. (formerly known as Presby Corp) for Refocus Group to reacquire the rights to the PresVIEW products related to the surgical treatment of presbyopia, glaucoma and ocular hypertension worldwide, effective January 30, 2004.
RECITALSRegistration Rights Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec • Texas
March 3, 2003License Agreement • March 12th, 2003 • Refocus Group Inc • Services-business services, nec
