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
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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
---------------------------------------
Number of Shares
Date to be Liquidated
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February 2 through 166,666 and 25% of the Additional Shares
February 27, 1998
March 2 through March 31, 1998 166,667 and 25% of the Additional Shares
April 1 through April 30, 229,167 and 25% of the Additional Shares
1998
May 1 through May 29, 250,000 and 25% of the Additional Shares
1998
(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 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;
(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 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 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, 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 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.
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:
(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.
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
