JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.15
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of LCA-Vision
Inc., a Delaware corporation (the “Company”);
WHEREAS,
Xx. Xxxxxxx X. Xxxxx, Xxxxx X.X. Xxxxx, Xxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxxx
Xxxxxx, Xxxxxx X. XxxxxxXxxxx and Xxxxxx X. Xxxxxxx wish to form a group for the
purpose of soliciting written consents or proxies to elect Xx. Xxxxxxx X. Xxxxx,
Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxx X. XxxxxxXxxxx and Xxxxxx X. Xxxxxxx, or any
other person designated by the undersigned (collectively, the “Nominees”), as
directors of the Company and taking all other action necessary or advisable to
achieve the foregoing.
NOW, IT
IS AGREED, this 16th day of January 2009 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), each of the undersigned (collectively, the
“Group”) agrees to the joint filing on behalf of each of them of statements on
Schedule 13D, and any amendments thereto, with respect to the securities of the
Company. Each member of the Group shall be responsible for the
accuracy and completeness of his/its own disclosure therein, and is not
responsible for the accuracy and completeness of the information concerning the
other members, unless such member knows or has reason to know that such
information is inaccurate.
2. So
long as this agreement is in effect, each of the undersigned shall provide
written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”)
of (i) any of their purchases or sales of securities of the Company; or (ii) any
securities of the Company over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each
such transaction.
3. Each
of the undersigned agrees to form the Group for the purpose of soliciting
written consents or proxies to elect the Nominees, or any other person
designated by The LCA-Vision Full Value Committee, as directors of the Company,
and taking all other action necessary or advisable to achieve the foregoing (the
“Solicitation”).
4. Xx.
Xxxxxxx X. Xxxxx, Xxxxx X.X. Xxxxx and Xxxx X. Xxxxxx agree to bear all expenses
incurred in connection with the Group’s activities, including expenses incurred
by any of the parties in the Solicitation. Notwithstanding the foregoing, Xx.
Xxxxxxx X. Xxxxx, Xxxxx X.X. Xxxxx and Xxxx X. Xxxxxx shall not be required to
reimburse any party for (i) out-of-pocket expenses incurred by a party in the
aggregate in excess of $250 without prior written approval; (ii) the value of
the time of any party; (iii) legal fees incurred without prior written approval;
or (iv) the costs of any counsel, other than Xxxxxx, employed in connection with
any pending or threatened litigation without prior written
approval.
5. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party’s right to
purchase or sell securities of the Company, as he deems appropriate, in his sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
7. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
instrument, which may be sufficiently evidenced by one counterpart.
8. In
the event of any dispute arising out of the provisions of this Agreement or
their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New
York.
9. Any
party hereto may terminate his/its obligations under this Agreement on 24 hours’
written notice to all other parties, with a copy by fax to Xxxxxx Xxxxxxx at
Xxxxxx, Fax No. (000) 000-0000.
10. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and for
Xx. Xxxxxxx X. Xxxxx, Xxxxx X.X. Xxxxx and Xxxx X. Xxxxxx relating to their
investment in the Company.
11. Each
of the undersigned parties hereby agrees that this Agreement shall be filed as
an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
THE
REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
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*By:
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