Exhibit 99.1
AGREEMENT
This Agreement ("Agreement") is made, entered into and is effective as of
June 20, 2003, by and among LASERSIGHT INCORPORATED, a Delaware corporation
("LaserSight"), SHENZHEN NEW INDUSTRIES MEDICAL DEVELOPMENT CO., LTD., a Chinese
corporation ("SNIMD"), and NEW INDUSTRIES INVESTMENT CONSULTANTS (H.K.) LTD.
(the "Series H Stockholder" and together with SNIMD, the "Shenzhen Parties").
RECITALS:
A. LaserSight and SNIMD previously entered into a Product Purchase
Agreement effective as of August 15, 2002 (the "Product Purchase Agreement")
pursuant to which SNIMD agreed to purchase at least $10,000,000 worth of
LaserSight products no later than August 15, 2003 (the "Product Purchase
Minimum"), and to date SNIMD has purchased approximately $4,500,000 worth of
LaserSight products. Pursuant to the Product Purchase Agreement, in case SNIMD
does not purchase the full $10,000,000 worth of LaserSight products, LaserSight
has the option to buy back , at the original issuance price namely $2,000,000,
the Series H Convertible Preferred Shares issued to SNIMD. SNIMD is very
concerned about LaserSight's commercial viability and LaserSight's ability to
fulfill its contract obligations under the Product Purchase Agreement in terms
of production, after-sale service and warranty obligations, among other things.
B. The Series H Stockholder holds substantially all of LaserSight's Series
H convertible participating preferred stock that is convertible into
approximately 40% of LaserSight's currently outstanding common stock.
C. LaserSight has minimal cash and a current inability to manufacture
product due to limited inventories and unfavorable financial relationships with
its vendors.
D. In view of the difficulty that LaserSight faces in terms of servicing
its indebtedness, SNIMD has tried over the last two weeks to negotiate a
settlement or a purchase arrangement with the secured creditor of LaserSight,
Xxxxxx Health Finance, Inc. to reduce the burden on LaserSight and to protect
SNIMD's investment in LaserSight. The negotiation with Xxxxxx Health Finance,
Inc. was not successful.
E. The parties would like to execute this Agreement to document their
agreements related to rescue plan for LaserSight and a restructuring of
LaserSight's governance, management and operations.
NOW, THEREFORE, in consideration of the recitals and mutual promises and
covenants contained in this Agreement, the parties agree as follows:
1. Advanced Product Purchase and Payment. SNIMD shall proceed with further
purchase orders and will make efforts to provide necessary advance
payments according to a schedule to be agreed upon between LaserSight and
SNIMD.
2. Intention to Purchase Additional Product. If LaserSight's operations are
proceeding substantially in accordance with its restructured business plan
then SNIMD intends to purchase additional LaserSight products above and
beyond the Product Purchase Minimum.
3. Board Resignations. As a requirement to taking the actions described in
Sections 1 and 2 above, the Shenzhen Parties are requiring that the
LaserSight Board of Directors be reconstituted to include directors that
have experience in the China market and doing business in China. To
accomplish this, Xxxxxxx X. X'Xxxxxxx, Xx., M.D. and Xxxxx Xxxxxxx agree
that following the execution of this Agreement by all parties and they
each shall deliver an originally executed resignation from LaserSight's
Board of Directors (the "Board") substantially in the form attached hereto
as Exhibit A and Exhibit B. In consideration for such resignations, the
Shenzhen Parties and LaserSight and on behalf of their respective
officers, directors, employees and agents of such parties, do hereby, upon
the execution and delivery of their respective resignations in accordance
herewith, release Xx. Xxxxxxx and Xx. X'Xxxxxxx from any and all claims
that arise from or relate to Xx. Xxxxxxx'x and Xx. X'Xxxxxxx'x resignation
as a member of the Board or any committee thereof.
4. LaserSight Obligations. LaserSight and the Shenzhen Parties will work
together and coordinate efforts to negotiate better terms of rescheduling
or settlement of existing obligations to reduce the burden for LaserSight.
5. On-Going Activities. LaserSight will take all steps necessary to see to it
that LaserSight continues to comply with all applicable laws, rules and
regulations governing or relating to the business of LaserSight, including
without limitation the Securities Act of 1933, as amended, the Securities
and Exchange Act of 1934, as amended, the Xxxxxxxx-Xxxxx Act of 2002 and
the rules and regulations of the Securities and Exchange Commission. The
Shenzhen Parties agree to cause LaserSight to promptly engage outside
legal counsel that is skilled in securities matters to assist in such
efforts.
6. Counterparts. This Agreement may be executed in any number of counterparts
with the same effects as if all of the parties had signed the same
document. All counterparts shall be construed together and shall
constitute one agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
LASERSIGHT INCORPORATED SHENZHEN NEW INDUSTRIES
MEDICAL DEVELOPMENT CO., LTD.
Signature: /s/ Xxxxxxx X. Xxxxxx Signature: /s/ Xian Ding Weng
------------------------- ------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xian Ding Weng
---------------------------- ----------------------------
Title: President/CEO Title: Chairman
---------------------------- ----------------------------
NEW INDUSTRIES INVESTMENT
CONSULTANTS (H.K.) LTD.
Signature: /s/ Xian Ding Weng
------------------------
Name: Xian Ding Weng
----------------------------
Title: Chairman
----------------------------
The undersigned have joined in the execution of this Agreement solely for
the purpose of acknowledging their respective obligation described in Section 3
of this Agreement
/s/ Xxxxxxx X. X'Xxxxxxx, Xx., M.D.
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Xxxxxxx X. X'Xxxxxxx, Xx., M.D.
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx Xxxxxxx
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