ContractWarrant Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of March 1, 2005, is entered into by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and MedCare Investment Fund III, Ltd., a Texas limited partnership (the “Purchaser”).
SECURITIES PURCHASE AGREEMENT between REFOCUS GROUP, INC., and MEDCARE INVESTMENT FUND III, LTD. Dated as of March 1, 2005Securities Purchase Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 1, 2005, is entered into by and between Refocus Group, Inc., a Delaware corporation (the “Company”), and Medcare Investment Fund III, Ltd. (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7.19 of this Agreement.
FIRST AMENDMENT TO LICENSE TRANSFER AND TRANSITION SERVICES AGREEMENTLicense Transfer and Transition Services Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus • Texas
THIS FIRST AMENDMENT TO LICENSE TRANSFER AND TRANSITION SERVICES AGREEMENT (this “Amendment”) is made and entered into this day of February 2005, by and among Refocus Group, Inc., a Delaware corporation (“Refocus”), Refocus Ocular, Inc., a Delaware corporation that is a wholly-owned subsidiary of Refocus (“Licensor”), CIBA Vision AG, a Swiss corporation (“Licensee”), and CIBA Vision Corporation, a Delaware corporation (“CIBA”). All initially capitalized terms not defined herein shall have the meanings attributable to them in the License Transfer Agreement (as defined herein).
SECURITY AGREEMENTSecurity Agreement • April 6th, 2005 • Refocus Group Inc • Surgical & medical instruments & apparatus
SECURITY AGREEMENT, dated as of January 27, 2005, among Refocus Group, Inc., a Delaware corporation (“Debtor”), Refocus Ocular, Inc., a Delaware corporation (the “Guarantor”), and Medcare Investment Fund III, Ltd., a Texas limited partnership (hereinafter, the “Secured Party”). Debtor and Guarantor are referred to collectively herein as the “Grantors.”
