April 23, 2009 Mr. Warren Rustand Chairman of the Board TLCVision Corporation 16305 Swingley Ridge Road, Ste. 300 Chesterfield, MO 63017 Dear Warren:Letter Agreement • November 16th, 2009 • TLC Vision Corp • Services-specialty outpatient facilities, nec
This letter agreement (the “Agreement”) serves as an addendum to the letter agreement between Conway, Del Genio, Gries & Co., LLC (“CDG”) and TLCVision Corporation (the “Company”), dated February 16, 2009 (the “Original Agreement”). Except to the extent specifically modified by this Agreement, the Original Agreement shall remain in full force and effect, and all references in the Original Agreement to this engagement and this Agreement (and words of similar meaning) shall include the terms and conditions of this Agreement and the services provided by CDG hereunder.
LIMITED FORBEARANCE AND THIRD AMENDMENT TO TRANSFER RIGHTS AGREEMENTTransfer Rights Agreement • November 16th, 2009 • TLC Vision Corp • Services-specialty outpatient facilities, nec • Delaware
THIS LIMITED FORBEARANCE AND THIRD AMENDMENT TO TRANSFER RIGHTS AGREEMENT (this “Forbearance”), is made and entered into as of August 20, 2009 with respect to that certain Transfer Rights Agreement, dated as of July 12, 2005, as amended by the First Amendment to Transfer Rights Agreement, dated as of April 1, 2007, and as amended by the Second Amendment to Transfer Rights Agreement, dated as of July 31, 2007 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Transfer Rights Agreement”), by and among Michael Aronsky, M.D., Carol Hoffman, M.D., George Pronesti, M.D., and Anthony Zacchei, M.D. (each a “Buyer” and collectively, the “Buyers”), TLC Vision (USA) Corporation, a Delaware corporation (“TLC”), DelVal ASC, LLC, a Delaware limited liability company (“ASC LLC”), and TLC Management (Delaware Valley), LLC, a Delaware limited liability company (“Management LLC,” together with TLC and ASC LLC, the “TLC Entities”).
February 16, 2009 Mr. James C. Wachtman Chief Executive Officer TLCVision Corporation 16305 Swingley Ridge Road, Ste. 300 Chesterfield, MO 63017 Dear Jim:TLC Vision Corp • November 16th, 2009 • Services-specialty outpatient facilities, nec • New York
This letter agreement confirms the engagement of Conway, Del Genio, Gries & Co., LLC (“CDG”) by TLC Vision Corporation (the “Company”), as its restructuring advisor and with respect to other financial matters as to which the Company and CDG may agree in writing during the Term (as determined pursuant to Section C below) of this engagement (“Agreement”). All references in this letter to this Agreement shall include Schedule I hereto and Attachment A thereto.
