1
Exhibit 4.2
STOCK DISTRIBUTION AGREEMENT
This Stock Distribution Agreement ("Agreement"), dated as of December
30, 1997, is by and between Vision Twenty-One, Inc. ("Vision 21"), a Florida
corporation and any successor, and LaserSight Incorporated (the "Stockholder"),
a Delaware corporation.
R E C I T A L S
A. The Stockholder and Vision 21 have executed that certain Stock
Purchase Agreement effective as of December 1, 1997 (the "Stock Purchase
Agreement"), pursuant to which Vision 21 has agreed to acquire all of the
issued and outstanding stock of MEC Health Care, Inc. and LSI Acquisition,
Inc., in exchange for delivery to the Stockholder of 812,500 shares of Vision
21 common stock and the Additional Shares (as defined in the Stock Purchase
Agreement, collectively, the "Restricted Shares") and $6,500,000 in cash, as
more fully set forth in the Stock Purchase Agreement.
B. The Stockholder and Vision 21 desire to enter into the plan of
distribution (the "Plan of Distribution") described herein for liquidation of
the Restricted Shares through, at Vision 21's sole option, a "shelf"
registration statement, private placement, redemption by Vision 21 or other
method acceptable to Vision 21 and the Stockholder.
NOW THEREFORE, for and in consideration of the mutual agreements,
terms, covenants and conditions herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Plan of Distribution of Restricted Shares.
(a) Stockholder agrees that on each date specified in
Section 1(b) below that number of the Restricted Shares so indicated in
connection with such date shall, at Vision 21's sole option, either (i) be sold
through a market maker designated by Vision 21 through a "shelf" registration
statement (the "Registration Statement") pursuant to Sections 2, 3 and 4
hereof, (ii) be sold through a market maker designated by Vision 21 through a
private placement pursuant to Sections 5, 6 and 7 hereof or other method of
sale reasonably acceptable to Vision 21 and the Stockholder, or (iii) be
purchased by Vision 21 pursuant to Section 8 hereof.
(b) The Restricted Shares shall be liquidated on, or, at
Vision 21's option, before the following specified dates in the following
specified increments in accordance with the terms of this Agreement:
RESTRICTED SHARES DISTRIBUTION SCHEDULE
DATE Number of Shares
to be Liquidated
----------------------------------------------------------------------------
February 2 through February 27, 166,666 and 25% of the Additional Shares
1998
March 2 through March 31, 1998 166,667 and 25% of the Additional Shares
2
April 1 through April 30, 1998 229,167 and 25% of the Additional Shares
May 1 through May 29, 1998 250,000 and 25% of the Additional Shares
(c) Vision 21 agrees that no matter how the Restricted
Shares are liquidated pursuant to this Agreement on each of the dates set forth
in Section 1(b) hereof the Stockholder shall receive from Vision 21 and/or the
party purchasing Restricted Shares a sum equal to the number of Restricted
Shares to be sold on such date times the closing price of Vision 21 common
stock as quoted by the NASDAQ National Market System on such date. Vision 21
also agrees the Stockholder shall receive a minimum of an aggregate of Six
Million Five Hundred Thousand Dollars ($6,500,000) and a maximum of an
aggregate of Seven Million Four Hundred Seventy-Five Thousand Dollars
($7,475,000) in connection with the liquidation of the Restricted Shares. In
the event the Stockholder realizes aggregate gross proceeds from the sale of
the Restricted Shares equal to Seven Million Four Hundred Seventy-Five Thousand
Dollars ($7,475,000) prior to all Restricted Shares being liquidated pursuant
to the Plan of Distribution, the Restricted Shares not yet liquidated, if any,
shall be returned to Vision 21. If by 4:00 p.m., New York time, on May 29,
1998, the Stockholder has not realized the sum of at least Six Million Five
Hundred Thousand Dollars ($6,500,000) from the sale of the Restricted Shares,
Vision 21 shall pay the Stockholder by wire transfer of immediately available
funds on May 29, 1998 the cash sum which is equal to Six Million Five Hundred
Thousand Dollars ($6,500,000) less the proceeds received through such date by
the Stockholder from the sale of Restricted Shares. However, if on such date
not all Restricted Shares have been liquidated and Vision 21 exercises its
right under Section 8 of this Agreement to redeem such Restricted Shares, then,
such Restricted Shares shall be returned to Vision 21 in connection with the
purchase thereof.
(d) Stockholder agrees not to sell, pledge, transfer or
dispose of the Restricted Shares except in accordance with the terms of this
Agreement and the terms of that certain Stock Pledge Agreement between the
Stockholder and Foothill Capital Corporation dated as of December 30, 1997.
(e) The parties acknowledge and agree that the number of
Restricted Shares (and therefore the Six Million Five Hundred Thousand Dollar
($6,500,000) minimum payment contemplated by Section 1(c) and the Seven Million
Four Hundred Seventy-Five Thousand Dollar ($7,475,000) maximum payment
contemplated by Section 1(c)) shall be subject to the adjustments contemplated
by Section 2.5 of the Stock Purchase Agreement.
2. Shelf Registration.
(a) Vision 21 may, in its sole discretion, file and cause
to be declared effective as soon as practicable a Registration Statement
pursuant to the Securities Act of 1933, as amended (the "Securities Act") for
all of the Restricted Shares not yet liquidated in accordance with the Plan of
Distribution, which form will then be available for the sale of the Restricted
Shares in accordance with the Plan of Distribution. The Registration Statement
shall be kept effective until such time as all of the Restricted Shares have
been liquidated, provided that Vision 21 may terminate an effective
Registration Statement prior to all of the Restricted Shares being
2
3
liquidated if on the date of such termination Vision 21 is in compliance with
the terms of this Agreement.
(b) Vision 21 shall have the right to extend, temporarily
suspend or delay the effectiveness of any Registration Statement for a period
of up to thirty (30) days if, upon the advice of counsel, such extension,
suspension or delay is advisable and in the best interests of Vision 21 because
of the existence of non-public material information, or to allow Vision 21 to
complete any pending audit of its financial statements, any material public
financing plan, any pending material acquisition, or to release audited
financial statements for any pending material acquisition as required by the
Securities and Exchange Commission (the "Commission"), provided that Vision 21
shall only be entitled to one such suspension during the Plan of Distribution.
(c) The Stockholder agrees to cooperate with Vision 21 in
all reasonable respects in connection with registration of the Restricted
Shares, including timely supplying all information and executing and returning
all documents requested by Vision 21 which are reasonable and customary.
(d) Vision 21 shall be entitled to include in the
Registration Statement any other securities of Vision 21 (whether to be offered
by Vision 21 or other Vision 21 security holders and regardless of the proposed
terms of the transfer or sale of such other securities).
3. Registration Covenants of Vision 21. In the event Vision 21
elects to file a Registration Statement to liquidate the Restricted Shares,
Vision 21 hereby covenants and agrees to:
(a) Take such steps as may be necessary to comply with
the Blue Sky laws of such states as may be required by law; provided that in no
event shall Vision 21 be obligated to qualify to do business in any state where
it is not so qualified or to take any action which would subject it to
unlimited service of process in any state where it is not at such time so
subject;
(b) Pay all fees and expenses of Vision 21's counsel, all
accounting costs (including costs associated with the preparation of interim
period financial statements), registration and Blue Sky filing fees, NASD fees,
printing costs, experts' fees and expenses, costs of post-effective amendments,
Eligible Broker's Fees (as defined herein), and all other usual and customary
expenses in connection with the Registration Statement;
(c) Notify the Stockholder promptly after it shall
receive notice thereof, of the date and time when such Registration Statement
and each post-effective amendment thereto has become effective or a supplement
to any prospectus forming a part of such Registration Statement has been filed
and provide the Stockholder with such number of prospectuses, and any amendments
thereof or supplements thereto, the Stockholder may reasonably request;
(d) Promptly notify the Stockholder of any request by the
Commission for the amending or supplementing of such registration statement or
prospectus or for additional information and provide the Stockholder with
copies of such requests;
3
4
(e) Prepare and promptly file with the Commission and
promptly notify Stockholder of the filing of such amendments or supplements to
such Registration Statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to the
Restricted Shares is required to be delivered under the Securities Act, any
event has occurred as the result of which any such prospectus or any other
prospectus as then in effect may include an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading;
(f) Advise the Stockholder promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of such Registration Statement
or the initiation or threatening of any proceeding for that purpose and
promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued; and
(g) Once the Registration Statement is effective Vision
21 shall, on or before the relevant date set forth in Section 1(b) hereof,
instruct its transfer agent to immediately remove any restrictive legend from
that number Restricted Shares then eligible to be sold pursuant to the Plan of
Distribution.
For purposes of Sections 3(b) and 6(b) "Eligible Broker's Fees" shall
mean brokers', underwriters' and placement agents' fees, commissions and
discounts related to the liquidation of Restricted Shares pursuant to a
Registration Statement or a private placement, provided that if the Stockholder
receives in excess of Six Million Five Hundred Thousand Dollars ($6,500,000)
from the liquidation of Restricted Shares then the amount so received by the
Stockholder in excess of Six Million Five Hundred Thousand Dollars
($6,500,000), shall be utilized to pay all customary brokers', underwriters'
and placement agents' fees, commissions and discounts related to the
liquidation of Restricted Shares, until such fees are paid in full and
thereafter such excess shall be retained by the Stockholder subject to the
limitations of Section 1(c).
4. Registration Covenants of Stockholder. In the event Vision 21
elects to file a Registration Statement to liquidate the Restricted Shares,
Stockholder hereby covenants and agrees:
(a) To cooperate with Vision 21 in its compliance with
all federal and state securities laws, including without limitation providing
such information and signing such documents as are necessary to effect
registration pursuant to this Agreement; and
(b) To the entry of stop transfer instructions with
Vision 21's transfer agent against the transfer of any Restricted Shares except
in compliance with all applicable securities laws.
5. Private Placement.
(a) Vision 21 may, in its sole discretion, sell
Restricted Shares pursuant to a private placement through a market maker
designated by Vision 21.
(b) The Stockholder agrees to cooperate with Vision 21 in
all reasonable
4
5
respects in connection with the private placement of the Restricted Shares,
including timely supplying all information and executing and returning all
documents requested by Vision 21 which are reasonable and customary.
(c) Vision 21 shall be entitled to include in the private
placement any other securities of Vision 21 (whether to be offered by Vision 21
or other Vision 21 security holders and regardless of the proposed terms of the
transfer or sale of such other securities).
(d) In connection with any private placement of
Restricted Shares the Stockholder shall be entitled to receive from Vision 21
and/or the purchaser of the Restricted Shares so sold the closing price of
Vision 21 common stock as quoted by the NASDAQ National Market System on the
date of the sale pursuant to the private placement.
6. Private Placement Covenants of Vision 21. In the event Vision
21 elects to liquidate the Restricted Shares pursuant to a private placement,
Vision 21 hereby covenants and agrees to:
(a) Take such steps as may be necessary to comply with
the Blue Sky laws of such states as may be required by law; provided that in no
event shall Vision 21 be obligated to qualify to do business in any state where
it is not so qualified or to take any action which would subject it to
unlimited service of process in any state where it is not at such time so
subject; and
(b) Pay all fees and expenses of Vision 21's counsel, all
accounting costs (including costs associated with the preparation of interim
period financial statements), registration and Blue Sky filing fees, printing
costs, experts' fees and expenses, Eligible Brokers' Fees, and all other usual
and customary expenses in connection with the private placement.
7. Private Placement Covenants of Stockholder. In the event
Vision 21 elects to liquidate the Restricted Shares pursuant to a private
placement, Stockholder hereby covenants and agrees:
(a) To cooperate with Vision 21 in its compliance with
all federal and state securities laws, including without limitation providing
such information and signing such documents as are necessary to effect the
private placement pursuant to this Agreement; and
(b) That in no event will the Stockholder be eligible to
receive more than the maximum amount contemplated by Section 1(c) from the
liquidation of Restricted Shares.
8. Redemption. Vision 21 shall have the right to redeem all or
any part of the Restricted Shares at any time by paying the Stockholder a cash
sum equal to the number resulting from multiplying the number of Restricted
Shares so redeemed by the greater of (i) the Valuation Price (as defined in the
Stock Purchase Agreement), and (ii) the closing price of Vision 21 common stock
as quoted by the NASDAQ National Market System on the date of such redemption.
In no event will the Stockholder be eligible to receive more than the maximum
amount contemplated by Section 1(c) from the liquidation of Restricted Shares.
9. Indemnification of Stockholder. Whenever registration with
respect to any shares
5
6
of Stockholder's Restricted Shares is effected under the Securities Act pursuant
hereto or when Restricted Shares are sold pursuant to a private placement,
Vision 21 will indemnify and hold harmless the Stockholder and its directors and
officers from and against any and all losses, claims, liabilities, expenses and
damages (including any and all investigative, legal and other expenses
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claim asserted), to which they may become
subject under the Securities Act, the Exchange Act of 1934 (the "Exchange Act")
or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on any untrue statement or alleged omission to state
in the Registration Statement, private placement memorandum or other document
filed with the Commission, a material fact required to be stated or necessary to
make the statements in such a document not misleading, provided that Vision 21
will not be liable to Stockholder to the extent that such loss, claim,
liability, expense or damage is based on an untrue statement or omission made in
reliance on and in conformity with written information furnished to Vision 21 by
Stockholder or through any attorney-in-fact for Stockholder, expressly for
inclusion in the Registration Statement or any prospectus included in the
Registration Statement or a private placement memorandum.
10. Indemnification of Vision 21. Whenever registration with
respect to any shares of Stockholder's Restricted Shares is effected under the
Securities Act pursuant hereto or when Restricted Shares are sold pursuant to a
private placement, the Stockholder will indemnify and hold harmless Vision 21
and each of Vision 21's directors and officers from and against any and all
losses, claims, liabilities, expenses and damages (including any and all
investigative, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any addition, suit or proceeding or any
claim asserted), to which they, or any of them, may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
liabilities, expenses or damages arise out of or are based on any untrue
statement or alleged untrue statement of a material fact required to be stated
in the Registration Statement or private placement memorandum or necessary to
make the statements in such documents not misleading; provided that Stockholder
will not be liable except to the extent that such loss, claim, liability,
expense or damage arises from or is based upon an untrue statement or omission
or alleged untrue statement or omission made in reliance on and in conformity
with written information furnished to Vision 21 by the Stockholder, or by the
Stockholder through any attorney-in-fact, expressly for inclusion in the
registration statement or any prospectus included in such registration statement
or a private placement memorandum.
11. Defense of Claim. Promptly after receipt by an indemnified
party of notice of the commencement of any action, the indemnified party shall
notify the indemnifying party in writing of the commencement thereof if a claim
in respect thereof is to be made against any indemnifying party under this
Agreement, but the omission of such notice shall not relieve the indemnifying
party from liability which it may have to the indemnified party under this
Agreement, except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice, and shall not relieve the
indemnifying party from any liability which it may have to any indemnified
party otherwise than under this Agreement. In case any action is brought
against the indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in, and to the extent that it chooses,
6
7
to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party, and after notice from the indemnifying party to the
indemnified party that it so chooses, the indemnifying party shall not be liable
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof; provided however that (i) if the
indemnifying party fails to take reasonable steps necessary to defend diligently
the claim within twenty (20) days after receiving notice from the indemnified
party that the indemnified party believes the indemnifying party has failed to
diligently defend such claim, or (ii) if the indemnified party who is a
defendant in any action or proceeding which is also brought against the
indemnifying party reasonably shall have concluded that there are legal defenses
available to the indemnified party which conflict with the defense strategy of
the indemnifying party, or (iii) if in the opinion of counsel for the
indemnified party a conflict of interest exists that requires separate
representation of the indemnified party and the indemnifying party, then the
indemnified party shall have the right to assume or continue its own defense as
set forth above and the indemnifying party shall reimburse the indemnified party
for the costs of such defense. In no event shall the indemnifying party be
reasonable for the fees of more than one firm for all indemnified parties.
12. Survival of Indemnity. The indemnifications provided by this
Agreement shall be a continuing right to indemnification and shall survive the
registration and sale of any securities by any person entitled to
indemnification hereunder and the expiration or termination of this Agreement.
13. Remedies. If Vision 21 fails to take the actions or make the
payments described in Sections 1(a) or 1(c) hereof on or before the date which
is three business days after the date specified in such Sections (the "Default
Date") then the following shall apply:
(a) Vision 21 shall prepare, and, on or prior to 20
business days after the Default Date (the "Filing Date"), file with the
Commission a registration statement on Form S-3 (or, if Form S-3 is not then
available, on such form of registration statement as is then available to
effect a registration of all of the Restricted Shares) covering the resale of
all of the Restricted Shares. Such registration statement (and each amendment
or supplement thereto) shall be provided to (and subject to the approval of
(which approval shall not be unreasonably withheld or delayed)) the Stockholder
and their counsel prior to its filing or other submission, except to the extent
that a post-effective amendment of such registration statement, or supplement
to the related prospectus, is required by applicable securities law to be filed
before such approval can reasonably be obtained, in which case Vision 21 shall
provide a copy of such amendment or supplement, as applicable, to the
Stockholder and their counsel as soon as practicable after such filing. Vision
21 shall cause such registration statement to become effective as soon as
practicable after such filing and keep such registration statement effective at
all times until such date as is the earlier of (i) the date on which all of the
Restricted Shares have been sold, and (ii) the date on which all of the
Restricted Shares may be immediately sold to the public without registration
conditions, or limitations, whether pursuant to Rule 144(k) or otherwise (the
"Registration Period").
Vision 21 shall cause such registration statement to become
effective as soon as practicable, but in no event later than the ninetieth
(90th) day following the Default Date (the "Registration Deadline"). If (i)
such registration statement covering all of the Restricted Shares
7
8
is not declared effective by the Commission on or before the Registration
Deadline, or (ii) after such registration statement has been declared effective
by the Commission, sales of all the Restricted Shares cannot be made pursuant to
such registration statement (by reason of a stop order or Vision 21's failure to
update the registration statement), then Vision 21 will make payments to the
Stockholder in such amounts and at such times as shall be determined pursuant to
this Section 13(a) as partial relief for the damages to the Stockholder by
reason of any such delay in or reduction of their ability to sell the Restricted
Shares (which remedy shall not be exclusive of any other remedies available at
law or in equity). Vision 21 shall pay to the Stockholder an amount equal to
(i) (A) .01 per month (prorated daily during the first 30 days after the
Registration Deadline) and .02 per month, prorated daily (thereafter) times (B)
the aggregate value of the Restricted Shares not yet liquidated pursuant to the
Plan of Distribution (such value shall be calculated utilizing the closing price
of Vision 21 common stock as quoted by the NASDAQ National Market System as of
the date the Restricted Stock was issued) times (ii) the sum of: (A) the number
of months (prorated per day for partial months) following the Registration
Deadline but prior to the date such registration statement is declared effective
by the Commission plus (B) the number of months (prorated per day for partial
months) following the Registration Deadline but prior to the termination of the
Registration Period that sales cannot be made pursuant to the Registration
Statement after the Registration Statement has been declared effective. Such
amounts shall be paid in cash within five business days after the end of each
period that gives rise to such obligation, provided that, if any such period
extends for more than 30 days, payments shall be made for each such 30 day
period within five business days after the end of such 30 day period.
(b) The Stockholder will be free to sell all of the
Restricted Shares in a private placement or other transaction subject only to
compliance with applicable securities laws, including, without limitation, to
persons in the United States whom the Stockholder reasonably believes to be
qualified institutional buyers as defined in Rule 144A under the Securities
Act, as such rule may be amended from time to time ("Rule 144A"), in
transactions under Rule 144A and (ii) to a limited number of other
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3)
and (7) under Regulation D of the Act) in private sales exempt from
registration under the Act (such persons specified in clauses (i) and (ii)
being referred to herein as the "Eligible Purchasers"). Sales to Eligible
Purchasers shall be made in compliance with applicable securities laws and any
shares so sold shall bear appropriate restrictive legends.
Vision 21 agrees to take all necessary steps to facilitate the
Stockholder's sale of the Restricted Shares to Eligible Purchasers. During the
period of time the Stockholder is trying to sell the Restricted Shares pursuant
to this Section 13(b), Vision 21 shall advise the Stockholder promptly and, if
requested by it, shall promptly confirm such advice in writing, of any material
adverse change, or of any event or condition known to Vision 21 which is
reasonably likely to result in a material change, in the condition (financial
or other), business, prospects, liabilities (contingent or otherwise),
properties, net worth, solvency or results of operations of Vision 21 (whether
or not arising in the ordinary course of business), or of the happening of any
event, any information becoming known or the existence of any condition that
would require any amendment or supplement to any Vision 21 filing with the
Commission so that such filings would not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
8
9
Vision 21 will cooperate with the Stockholder and with its
counsel in connection with the qualification of the Restricted Shares for
offering and sale by the Stockholder and by dealers to Eligible Purchasers
under the securities or Blue Sky laws of such jurisdictions as the Stockholder
may designate and will file such consents to service of process or other
documents necessary or appropriate in order to effect such qualification.
For so long as any of the Restricted Shares are held by the
Stockholder and are "restricted securities" within the meaning of Rule
144(a)(3) under the Act and during any period in which Vision 21 is not subject
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
Vision 21 will furnish to holders and beneficial owners of the Restricted
Shares and prospective purchasers of Restricted Shares designated by such
holders, upon request of such holders or beneficial owners or such prospective
purchasers, the information required to be delivered pursuant to Rule
144A(d)(4) under the Act to permit compliance with Rule 144A in connection with
resales of the Restricted Shares.
(c) The Stockholder will be free to seek all other
remedies which may be available at law or in equity in connection with Vision
21's failure to comply with the terms of this Agreement.
14. Listing on Securities Exchanges. Vision 21 shall cause the
listing and the continuation of listing of Vision 21's common stock on the
NASDAQ National Market. By February 1, 1998 Vision 21 shall file the
appropriate application (and pay the associated fee) for listing the Restricted
Shares with NASDAQ.
15. SEC Filings. During the period of time the Stockholder owns
the restricted Shares Vision 21 shall supply the Stockholder with a copy of all
annual or quarterly reports of Vision 21 and such other reports and documents
filed by the Company with the Commission. Such copies shall be supplied within
three business days after the filing thereof with the Commission.
16. Non-Transferability. The benefits set forth herein, including
indemnification by Vision 21, are granted for the sole and personal benefit of
the Stockholder and may not be transferred or assigned, provided that Vision 21
consents to the terms and conditions of that certain Collateral Assignment among
Vision 21, the Stockholder and Foothill Capital Corporation dated December 30,
1997.
17. Delay of Registration. Stockholder agrees that it shall have
no right to obtain or seek an injunction restraining or otherwise delaying any
registration statement filed by Vision 21.
18. Notices.
(a) All communications under this Agreement shall be in
writing and shall be sufficient in all respects if personally delivered or
mailed by prepaid certified or registered mail, return receipt requested,
addressed as follows:
9
10
(i) If to Vision 21, at:
Vision Twenty-One, Inc.
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx,
Chief Executive Officer
With a copy to:
Xxxxxxx X. Xxxxx, Esquire
Xxxxxxxx, Loop & Xxxxxxxx, LLP
000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
(ii) If to the Stockholder at:
LaserSight Incorporated
00000 Xxxxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx,
Chief Executive Officer
with a copy to:
Xxxx X. Xxxxxxxxx, Esquire
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
Xxx Xxxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
or at such other address as one party may have furnished in writing to the
other party.
(b) Any notice so addressed, when mailed by registered or
certified mail, shall be deemed to be given three days after so mailed, and
when delivered by hand shall be deemed to be given upon delivery.
19. Counterparts. One or more counterparts of this Agreement may
be signed by the parties, each of which shall be an original but all of which
together shall constitute one and the same instrument.
20. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Florida,
which shall prevail in all matters arising under or in connection with this
Agreement.
21. Headings. The headings in this Agreement are for convenience
of reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.
10
11
22. Stock Lettering. Vision 21 shall have the right to provide a
legend on the shares of Common Stock covered hereunder reflecting the
restrictions described herein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first above written.
VISION TWENTY-ONE, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Xxxxxxx X. Xxxxx,
its Chief Financial Officer
LASERSIGHT INCORPORATED
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx,
its Chief Executive Officer
11
