Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
TLC The Laser Center, Inc. ("Investor") or its permitted assigns (individually,
"Holder" and collectively, "Holders") are entitled, subject to the terms set
forth below, to purchase from LaserSight Incorporated, a Delaware corporation
(the "Company") or its successors or assigns, fifty thousand (50,000) fully
paid, validly issued and non-assessable shares of common stock, $0.001 par
value, of the Company ("Common Stock") at an initial exercise price equal to
$5.125 per share in the manner and subject to the conditions hereinafter
provided. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as provided in Section 12. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price per
share of Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Pequot Private Equity Fund, L.P. ("Investor") or its permitted assigns
(individually, "Holder" and collectively, "Holders") are entitled, subject to
the terms set forth below, to purchase from LaserSight Incorporated, a Delaware
corporation (the "Company") or its successors or assigns, thirty-eight thousand
eight hundred thirty-three (38,833), fully paid, validly issued and
non-assessable shares of common stock, $0.001 par value, of the Company ("Common
Stock") at an initial exercise price equal to $5.125 per share in the manner and
subject to the conditions hereinafter provided. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for each share of Common Stock may be adjusted from time to time as provided in
Section 12. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price per share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Pequot Scout Fund, L.P. ("Investor") or its permitted assigns (individually,
"Holder" and collectively, "Holders") are entitled, subject to the terms set
forth below, to purchase from LaserSight Incorporated, a Delaware corporation
(the "Company") or its successors or assigns, six thousand two hundred fifty
(6,250), fully paid, validly issued and non-assessable shares of common stock,
$0.001 par value, of the Company ("Common Stock") at an initial exercise price
equal to $5.125 per share in the manner and subject to the conditions
hereinafter provided. The number of shares of Common Stock to be received upon
the exercise of this Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as provided in Section 12. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
per share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Pequot Offshore Private Equity Fund, Inc. ("Investor") or its permitted assigns
(individually, "Holder" and collectively, "Holders") are entitled, subject to
the terms set forth below, to purchase from LaserSight Incorporated, a Delaware
corporation (the "Company") or its successors or assigns, four thousand nine
hundred seventeen (4,917), fully paid, validly issued and non-assessable shares
of common stock, $0.001 par value, of the Company ("Common Stock") at an initial
exercise price equal to $5.125 per share in the manner and subject to the
conditions hereinafter provided. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as provided in Section
12. The shares of Common Stock deliverable upon such exercise, and as adjusted
from time to time, are hereinafter sometimes referred to as "Warrant Shares" and
the exercise price per share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Xxxxx International ("Investor") or its permitted assigns (individually,
"Holder" and collectively, "Holders") are entitled, subject to the terms set
forth below, to purchase from LaserSight Incorporated, a Delaware corporation
(the "Company") or its successors or assigns, thirty-five thousand (35,000),
fully paid, validly issued and non-assessable shares of common stock, $0.001 par
value, of the Company ("Common Stock") at an initial exercise price equal to
$5.125 per share in the manner and subject to the conditions hereinafter
provided. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as provided in Section 12. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price per
share of Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Shepherd Investments International, Ltd. ("Investor") or its permitted assigns
(individually, "Holder" and collectively, "Holders") are entitled, subject to
the terms set forth below, to purchase from LaserSight Incorporated, a Delaware
corporation (the "Company") or its successors or assigns, fifteen thousand
(15,000), fully paid, validly issued and non-assessable shares of common stock,
$0.001 par value, of the Company ("Common Stock") at an initial exercise price
equal to $5.125 per share in the manner and subject to the conditions
hereinafter provided. The number of shares of Common Stock to be received upon
the exercise of this Warrant and the price to be paid for each share of Common
Stock may be adjusted from time to time as provided in Section 12. The shares of
Common Stock deliverable upon such exercise, and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
per share of Common Stock in effect at any time and as adjusted from time to
time is hereinafter sometimes referred to as the "Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Xxxxxxx X. Xxxxxxxxxxx ("Investor") or its permitted assigns (individually,
"Holder" and collectively, "Holders") are entitled, subject to the terms set
forth below, to purchase from LaserSight Incorporated, a Delaware corporation
(the "Company") or its successors or assigns, thirty thousand (30,000), fully
paid, validly issued and non-assessable shares of common stock, $0.001 par
value, of the Company ("Common Stock") at an initial exercise price equal to
$5.125 per share in the manner and subject to the conditions hereinafter
provided. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for each share of Common Stock may be
adjusted from time to time as provided in Section 12. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price per
share of Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
EGS Private Healthcare Partnership, L.P. ("Investor") or its permitted assigns
(individually, "Holder" and collectively, "Holders") are entitled, subject to
the terms set forth below, to purchase from LaserSight Incorporated, a Delaware
corporation (the "Company") or its successors or assigns, twenty-one thousand
eight hundred seventy-five (21,875), fully paid, validly issued and
non-assessable shares of common stock, $0.001 par value, of the Company ("Common
Stock") at an initial exercise price equal to $5.125 per share in the manner and
subject to the conditions hereinafter provided. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for each share of Common Stock may be adjusted from time to time as provided in
Section 12. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price per share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
EGS Private Healthcare Counterpart, L.P. ("Investor") or its permitted assigns
(individually, "Holder" and collectively, "Holders") are entitled, subject to
the terms set forth below, to purchase from LaserSight Incorporated, a Delaware
corporation (the "Company") or its successors or assigns, three thousand one
hundred twenty-five (3,125), fully paid, validly issued and non-assessable
shares of common stock, $0.001 par value, of the Company ("Common Stock") at an
initial exercise price equal to $5.125 per share in the manner and subject to
the conditions hereinafter provided. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as provided in Section
12. The shares of Common Stock deliverable upon such exercise, and as adjusted
from time to time, are hereinafter sometimes referred to as "Warrant Shares" and
the exercise price per share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
Void after 5:00 p.m., New York, New York time, on March 22, 2004
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED UNDER THIS
WARRANT AND THEN ONLY IF REGISTERED UNDER SUCH ACT AND ALL APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION
ANNEXED TO THIS WARRANT.
_______________________________________
WARRANT TO PURCHASE COMMON STOCK
of
LASERSIGHT INCORPORATED
1. Grant of Warrant. This is to certify that, for value received,
Special Situations Private Equity Fund, L.P. ("Investor") or its permitted
assigns (individually, "Holder" and collectively, "Holders") are entitled,
subject to the terms set forth below, to purchase from LaserSight Incorporated,
a Delaware corporation (the "Company") or its successors or assigns, twenty
thousand (20,000), fully paid, validly issued and non-assessable shares of
common stock, $0.001 par value, of the Company ("Common Stock") at an initial
exercise price equal to $5.125 per share in the manner and subject to the
conditions hereinafter provided. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as provided in Section
12. The shares of Common Stock deliverable upon such exercise, and as adjusted
from time to time, are hereinafter sometimes referred to as "Warrant Shares" and
the exercise price per share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price."
2. Term. This Warrant shall expire in full to the extent not
exercised by 5:00 p.m., New York, New York time, on March 22, 2004.
3. Exercise of Warrant. This Warrant may be exercised in whole or
in increments of 5,000 shares of Common Stock, subject to the provisions hereof,
by presentation and surrender hereof to the Company at its principal office (or
such other office or agency of the Company as it may from time to time designate
by notice in writing to Holder at the address of Holder appearing on the books
of the Company ("Other Office")) with the Notice of Exercise annexed hereto duly
completed and executed on behalf of Xxxxxx, with Xxxxxx's signature guaranteed
by an eligible guarantor institution that is a member of a recognized medallion
signature guarantee program, and accompanied by payment of the Exercise Price by
wire transfer, certified or official bank check. As soon as practicable after
each such exercise of the Warrant, but not later than ten (10) business days
from the date of such exercise, the Company shall issue and mail to Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of Holder.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above,
unless such date is not a day on which banks are open for business in New York,
New York in which case this Warrant shall be deemed to have been exercised on
the first succeeding day on which banks are open for business in New York, New
York (such date, the "Exercise Date"). The person entitled to receive the shares
of Common Stock issuable upon such exercise shall be deemed to be the holder of
record thereof from and after the Exercise Date, notwithstanding that
certificates representing such Warrant Shares shall not then have been
physically delivered.
4. Reservation of Shares. The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall from time to time be required for issuance and
delivery upon exercise of the Warrant in full.
5. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. Any
fractional share to which Holder would otherwise be entitled shall be rounded to
the nearest whole share.
6. Warrant Register. The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or Holders.
Any Holder may change his address as shown on the Warrant Register by written
notice to the Company requesting such change. Any notice or written
communication required or permitted to be given to the Holder may be delivered
or given by mail to such Holder as named in the Warrant Register and at the
address shown on the Warrant Register. Until this Warrant is transferred on the
Warrant Register of the Company in accordance with the provisions hereof, the
Company may treat the Holder named in the Warrant Register as the absolute owner
of this Warrant for all purposes, notwithstanding any notice to the contrary.
7. Warrant Agent. The Company may, by written notice to all
Holders, appoint an agent ("Warrant Agent") for the purpose of maintaining the
Warrant Register, issuing the Common Stock or other securities then issuable
upon the exercise of this Warrant, exchanging this Warrant, or replacing this
Warrant. Thereafter, any such registration, issuance, exchange, or replacement
shall be made at the office of the Warrant Agent.
8. Transfer, Exchange or Replacement.
(a) Transferability and Non-Negotiability of Warrant.
Neither this Warrant nor any interest therein may be transferred or assigned in
whole or in part without compliance with all applicable federal and state
securities laws by Xxxxxx and the transferee or assignee thereof, including
delivery of investment intent representation letters and a legal opinion
acceptable to the Company and its counsel to the effect that such transfer or
assignment is exempt from the registration requirements of the Securities Act of
1933 and the rules and regulations promulgated thereunder, or any similar
successor statute (collectively, the "Securities Act"), and any applicable state
securities laws. Subject to the preceding sentence and the Company's prior
written approval of any proposed transferee (such approval, if any, being
subject to the Company's sole and absolute discretion), this Warrant may be
transferred by endorsement (by Xxxxxx executing the Assignment Form annexed
hereto with Xxxxxx's signature guaranteed by an eligible guarantor institution
that is a member of a recognized medallion signature guarantee program) and
delivery thereof to the Company or the Warrant Agent, as applicable, together
with payment of any applicable transfer taxes.
(b) Exchange of Warrant Upon a Transfer. On surrender of
this Warrant for exchange, properly endorsed on the Assignment Form with
Xxxxxx's signature guaranteed by an eligible guarantor institution that is a
member of a recognized medallion signature guarantee program, and subject to
Section 8(a), the Company at its expense shall issue to Holder a new warrant or
warrants of like tenor, in the name of Holder or as Holder (on payment by Holder
of any applicable transfer taxes) may direct, for the number of shares issuable
upon exercise hereof.
(c) Replacement of Warrant. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in case of loss, theft or destruction, on
delivery of a third-party indemnity agreement reasonably satisfactory in form
and substance to the Company or, in the case of mutilation, on surrender and
cancellation of this Warrant, the Company at its expense shall execute and
deliver, in lieu of this Warrant, an new warrant of like tenor and amount.
9. Compliance with Securities Laws.
(a) Holder, by acceptance of this Warrant, acknowledges
that neither this Warrant nor the Warrant Shares have been registered under the
Securities Act and represents and warrants to the Company that this Warrant is
being acquired for investment and not for distribution or resale, solely for
Holder's own account and not as a nominee for any other person, and that Holder
will not offer, sell, pledge or otherwise transfer this Warrant or any Warrant
Shares except (i) in compliance with the requirements for an available exemption
from the Securities Act and any applicable state securities laws, or (ii)
pursuant to an effective registration statement or qualification under the
Securities Act and any applicable state securities laws.
(b) Certificates for all Warrant Shares shall bear a
legend in substantially the following form:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED
UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
COUNSEL TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
10. Rights of the Holder. Subject to Sections 12 and 13, and until
the Warrant shall have been exercised as provided herein, Holder shall not be
entitled to vote, receive dividends or other distributions on, or be deemed the
holder for any purpose of, any Warrant Shares or any other securities of the
Company that may from time to time be issuable upon the exercise hereof, nor
shall Holder, in such capacity, enjoy any of the rights of a stockholder of the
Company or any right to vote on, or consent (or withhold consent) to, the
election of directors of the Company or any other matter submitted to the
stockholders of the Company, or to receive notice of meetings thereof.
11. Registration Rights. Holder shall be entitled to the benefit
of such registration rights in respect of the Warrant Shares as are set forth in
that certain Registration Rights Agreement, dated as of the date hereof, by and
among the Company and the other signatories thereto.
12. Anti-Dilution Provisions. So long as this Warrant, or any
portion thereof, shall remain outstanding and unexpired, the Exercise Price in
effect from time to time and the number and kind of securities purchasable upon
the exercise of the Warrants shall be subject to adjustment from time to time as
follows:
(a) If the Company shall (i) declare a dividend or make
a distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares (any of the foregoing, a
"Dilutive Event"), the Exercise Price in effect at the time of the record date
for such Dilutive Event shall be adjusted so that it shall equal the price
determined by multiplying the Exercise Price by a fraction, the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after giving effect to such Dilutive Event, and the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
Dilutive Event (such fraction, the "Adjustment Factor"). Such adjustment shall
be made successively whenever any Dilutive Event shall occur.
(b) Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Section 12(a), the number of shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
dividing the number of shares issuable upon exercise of this Warrant by the
Adjustment Factor.
(c) If at any time, as a result of an adjustment made
pursuant to Section 12(d) or 12(e), the Holder of this Warrant shall thereafter
become entitled to receive any shares of the Company, other than Common Stock or
shares of any issuer other than the Company, thereafter the Exercise Price and
the number of such other shares so receivable upon exercise of this Warrant
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Common
Stock contained in Sections 12(a) or 12(b).
(d) If the Company by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 12.
(e) If at any time there shall be (i) a reorganization
(other than a subdivision, combination, reclassification, or other change of
shares otherwise provided for herein), (ii) a merger or consolidation of the
Company with or into another corporation in which the Company is not the
surviving entity, or a reverse triangular merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash, or otherwise, or (iii)a sale
or transfer of the Company's properties and assets as, or substantially as, an
entirety to any other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a Holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 12. The
foregoing provisions of this Section 12(e) shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporate that are at the time receivable upon the
exercise of this Warrant. In all events, appropriate adjustment (as determined
by the Company's Board of Directors) shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after the event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
(f) Whenever the Exercise Price shall be adjusted as
required by the provisions of Section 12, the Company shall promptly file in the
custody of its Secretary or an Assistant Secretary at its principal office or
Other Office and with the Warrant Agent, if any, an officer's certificate
showing the adjusted Exercise Price determined as herein provided, setting forth
in reasonable detail the facts requiring such adjustment, including a statement
of the number of additional shares of Common Stock or other securities, if any,
issuable upon exercise of this Warrant and such other facts as shall be
necessary to show the reason for and the manner of computing such adjustment.
Each such certificate shall be made available at all reasonable times for
inspection by Holder and the Company shall forthwith after each such adjustment
mail a copy of such certificate to Holder at its address last appearing in the
Warrant Register.
13. Notices to Warrant Holders. If at any time while this Warrant,
or any portion thereof, remains outstanding and unexpired, (i) the Company shall
pay any dividend or make any distribution upon the Common Stock (other than
regular quarterly cash dividends or dividends paid in the form of Common Stock),
(ii) the Company shall offer to the holders of Common Stock generally for
subscription or purchase by them any share of the Company of any class or any
other rights issued by the Company, or (iii) the capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale of all or
substantially all of the property and assets of the Company to another
corporation or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed to Holder at its address specified in the Warrant Register, at
least 10 days prior to the date specified in (x) or (y) below, as applicable, a
notice containing a brief description of the proposed event described in (i),
(ii) or (iii) above and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, sale, dissolution,
liquidation or winding up is to take place and the date, if any, is be fixed, as
of which the holders of the Common Stock or other securities shall receive cash
or other property deliverable upon such event. Notwithstanding the above, the
failure to give such notice shall not affect the validity of any transaction for
which the notice was required to be given.
14. Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of law.
15. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
16. Authorization. The Company and Investor each represent and
warrant to the other, as applicable, that (i) each such party is duly organized,
validly existing and in good standing under the laws of their respective
jurisdiction of incorporation, (ii) each such party has the requisite corporate
power and authority to execute this Warrant and to carry out and perform the
terms and provisions of this Warrant, and (iii) this Warrant constitutes the
valid and legally binding obligation of such party.
17. Counterparts. This Warrant may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
18. Notice. Any notice required or permitted to be given shall be
in writing and may be personally served or delivered by courier or by confirmed
telecopy, and shall be deemed to be delivered at the time and date of receipt
(which shall include telephone line facsimile transmission). The addresses for
such communications shall be:
If to the Company:
LaserSight Incorporated
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
Attn: Chief Financial Officer
With a copy to:
The Lowenbaum Partnership, L.L.C.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
And:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxx X. Xxxxxx, Esq.
If to the Holder:
----------------------------
----------------------------
----------------------------
Telecopy: ( ) -
------ -----------
With a copy to:
----------------------------
----------------------------
----------------------------
Telecopy: ( ) -
------ -----------
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
TLC THE LASER CENTER INC.
-------------------------
By: /s/Xxxxxx X. Xxxxx
------------------------
Name: Xxxxxx X. Xxxxx
------------------------
General Counsel
Title:-----------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
PEQUOT PRIVATE EQUITY FUND, L.P.
--------------------------------
By: /s/Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
------------------------
CFO
Title:-----------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
PEQUOT SCOUT FUND, L.P.
-----------------------------
By: /s/Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
------------------------
CFO
Title:-----------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
PEQUOT OFFSHORE PRIVATE EQUITY FUND, INC.
-----------------------------------------
By: /s/Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
------------------------
CFO
Title:-----------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
XXXXX INTERNATIONAL
--------------------------------
By: /s/Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
---------------------------
Managing General Partner
Title:--------------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
SHEPHERD INVESTMENTS INTERNATIONAL, LTD.
----------------------------------------
By: /s/Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
---------------------------
Managing General Partner
Title:-------------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
XXXXXXX X. XXXXXXXXXXX
---------------------------------------
By: /s/Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
---------------------------
Individually
Title:-------------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
EGS PRIVATE HEALTHCARE COUNTERPART, L.P.
----------------------------------------
By: EGS Private Healthcare Associates, L.L.C.
-------------------------------------------
By: Xxxx Xxxxxxxxx
-------------------------------------------
Name: Xxxx Xxxxxxxxx
---------------------------
Managing Director
Title:-------------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
EGS PRIVATE HEALTHCARE COUNTERPART, L.P.
----------------------------------------
By: EGS Private Healthcare Associates, L.L.C.
----------------------------------------------
By: Xxxx Xxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxx
---------------------------
Manager Director
Title:--------------------------
Date: March 22, 1999
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officers thereunto duly authorized, as of the date below.
Dated as of: March 22, 1999
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, Secretary
ACCEPTED AND AGREED:
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
--------------------------------------------
By: /s/Xxxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
---------------------------
Managing General Partner
Title:--------------------------
Date: March 22, 1999
NOTICE OF EXERCISE
TO: LaserSight Incorporated Dated: _________, 199__
(1) The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing _______ shares of Common Stock and
hereby makes payment ______ of in payment of the actual exercise price thereof.
(2) By exercising this Warrant, the undersigned acknowledges that
such shares have not been registered under the Securities Act of 1933, and
represents and warrants to the Company that such shares are being acquired for
investment and not for distribution or resale, solely for the undersigned's own
account and not as a nominee for any other person, and that the undersigned will
not offer, sell, pledge or otherwise transfer such shares except (i) in
compliance with the requirements for an available exemption from such Securities
Act and any applicable state securities laws, or (ii) pursuant to an effective
registration statement or qualification under such Securities Act and any
applicable state securities laws.
INSTRUCTIONS FOR REGISTRATION OF STOCK
(3) Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name as
is specified below:
Name:
------------------------------------------------------------------------
(Please typewrite or print in block letters)
Name:
-----------------------------------------------------------------------
Address:
------------------------------------------------------------------------
Signature:
------------------------------------------------------------------------
(All signatures must be guaranteed by an eligible guarantor institution that is
a member of a recognized medallion signature guaranty program.)
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
Name: -----------------------------------------------------------------------
(Please typewrite or print name of Assignee in block letters)
Address:
-----------------------------------------------------------------------
Number of Shares:
-----------------------------------------------------------------------
and does hereby irrevocably constitute and appoint
______________________________, attorney to make such transfer on the books of
LaserSight Incorporated, maintained for the purpose, with full power of
substitution in the premises.
Dated:
--------------------------
Signature of Holder: ---------------------------------------
The undersigned ASSIGNEE acknowledges that neither the within Warrant
nor, if the registration statement contemplated by the Registration Rights
Agreement referenced in Section 11 of this Warrant has not been declared
effective, any of the Warrant Shares (as defined in the Warrant) have been
registered under the Securities Act of 1933, and the undersigned ASSIGNEE
represents and warrants to the Company that the Warrant and the Warrant Shares
are being acquired for investment and not for distribution or resale, solely for
the undersigned's own account and not as a nominee for any other person, and
that the undersigned ASSIGNEE will not offer, sell, pledge or otherwise transfer
the Warrant or the Warrant Shares except (i) in compliance with the requirements
for an available exemption from such Securities Act and any applicable state
securities laws or (ii) pursuant to an effective registration statement or
qualification under such Securities Act and any applicable state securities
laws.
Dated:
--------------------------
Signature of Assignee: ---------------------------------------
(All signatures must be guaranteed by an eligible institution that is a member
of a recognized medallion signature guaranty program.)
