{"id":42979,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acquisition-agreement-lca-vision-inc-summit-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acquisition-agreement-lca-vision-inc-summit-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/acquisition-agreement-lca-vision-inc-summit-technology-inc.html","title":{"rendered":"Acquisition Agreement – LCA-Vision Inc., Summit Technology Inc. and Refractive Centers International Inc."},"content":{"rendered":"\n ACQUISITION AGREEMENT\n\n\n\n BETWEEN\n\n\n\n LCA-VISION INC.,\n\n\n\n SUMMIT TECHNOLOGY, INC.\n\n AND\n\n REFRACTIVE CENTERS INTERNATIONAL, INC.\n\n\n\n DATED\n\n JULY 23, 1997\n\n\n\n\n\n\n\n 2\n\n\n\n\n INDEX\n\n\n Page\n ----\n\nARTICLE I DEFINITIONS ............................................. 1\n\nARTICLE II PURCHASE1AND SALE OF STOCK .............................. 1\n\n 2.1 Purchase and Sale of RCII Common Stock .................... 1\n 2.2 Closing ................................................... 1\n 2.3 Consideration ............................................. 2\n\nARTICLE III REPRESENTATIONS AND WARRANTIES OF SUMMIT ................ 2\n\n 3.1 Organization, Qualification,\n Corporate Power, Competence, Etc .......................... 2\n 3.2 Capitalization ............................................ 3\n 3.3. Noncontravention .......................................... 4\n 3.4 Title ..................................................... 4\n 3.5 Subsidiaries .............................................. 4\n 3.6 Financial Statements ...................................... 5\n 3.7 Events Subsequent to Most Recent RCII Fiscal Year End ..... 5\n 3.8 Undisclosed Liabilities ................................... 6\n 3.9 Legal Compliance .......................................... 6\n 3.10 Tax Matters ............................................... 7\n 3.11 Real Property ............................................. 8\n 3.12 Material Contracts ........................................ 8\n 3.13 Notes and Accounts Receivable ............................. 8\n 3.14 Powers of Attorney ........................................ 8\n 3.15 Insurance ................................................. 9\n 3.16 Litigation ................................................ 9\n 3.17 Employees ................................................. 9\n 3.18 Employee Benefit Plans .................................... 9\n 3.19 Brokers ................................................... 9\n 3.20 Guaranties ................................................ 9\n 3.21 Activities in LCA Common Stock ............................ 10\n 3.22 Disclosure ................................................ 10\n 3.23 Incorporation ............................................. 10\n\n 3\n\n\n\nARTICLE IV REPRESENTATIONS AND WARRANTIES OF LCA ................... 10\n\n 4.1 Organization, Qualification, Corporate Power,\n Competence, Etc ........................................... 10\n 4.2 Capitalization ............................................ 11\n 4.3 Noncontravention .......................................... 12\n 4.4 Financial Statements ...................................... 12\n 4.5 Events Subsequent to Most Recent LCA Fiscal Year End ...... 13\n 4.6 SEC Filings ............................................... 14\n 4.7 Tax Matters ............................................... 15\n 4.8 Undisclosed Liabilities ................................... 16\n 4.9 Legal Compliance .......................................... 16\n 4.10 Title ..................................................... 17\n 4.11 Notes Payable to Shareholders ............................. 17\n 4.12 Brokers ................................................... 17\n 4.13 Material Contracts ........................................ 17\n 4.14 Litigation ................................................ 18\n 4.15 Activities in LCA Common Stock ............................ 18\n 4.16 Disclosure ................................................ 18\n 4.17 Incorporation ............................................. 19\n\nARTICLE V MUTUAL COVENANTS ........................................ 19\n\n 5.1 Conduct of Business ....................................... 19\n 5.2 Access to Premises and Information ........................ 19\n 5.3 Fulfillment of Conditions ................................. 19\n 5.4 Forbearances .............................................. 19\n 5.5 No Transactions in LCA Common Stock ....................... 20\n 5.6 Advice of Changes ......................................... 20\n 5.7 No Restrictions on Summit's Conduct of Business ........... 20\n 5.8 Public Announcements ...................................... 21\n 5.9 HSR Act Compliance ........................................ 21\n 5.10 LCA SEC Reports ........................................... 21\n 5.11 RCII Option Holders ....................................... 21\n 5.12 NASDAQ Listing ............................................ 22\n 5.13 Business Restrictions ..................................... 22\n\nARTICLE VI CONDITIONS TO LCA'S OBLIGATION TO CLOSE ................. 22\n\n 6.1 Representations and Warranties; Covenants ................. 22\n 6.2 RCII Cash Balance ......................................... 22\n 6.3 Third Party Consents ...................................... 22\n 6.4 No Injunctions or Restraints; Illegality .................. 23\n 6.5 Deliveries at Closing ..................................... 23\n\n -ii-\n\n\n 4\n\n\n\n 6.6 No Material Adverse Change ................................ 23\n 6.7 HSR Act ................................................... 23\n 6.8 RCII Stock ................................................ 23\n\nARTICLE VII CONDITIONS TO SUMMIT'S AND RCII'S OBLIGATION TO CLOSE ... 23\n\n 7.1 Representations and Warranties; Covenants ................. 23\n 7.2 Board of Directors ........................................ 24\n 7.3 Restructuring of Bank Debt ................................ 24\n 7.4 Shareholder Debt .......................................... 24\n 7.5 No Injunctions or Restraints; Illegality .................. 24\n 7.6 Deliveries at Closing ..................................... 24\n 7.7 No Material Adverse Change ................................ 24\n 7.8 HSR Act ................................................... 25\n 7.9 Rights and Preferences of Interim Series Preferred Stock .. 25\n\nARTICLE VIII DELIVERIES AT CLOSING ................................... 25\n\n 8.1 Summit and RCII Deliveries ................................ 25\n 8.2 LCA Deliveries ............................................ 26\n\nARTICLE IX POST-CLOSING OBLIGATIONS ................................ 27\n\n 9.1 Upgrade of Summit Laser Systems ........................... 27\n 9.2 Release of Summit Guaranties .............................. 27\n 9.3 Payment of LCA Shareholder Debt ........................... 27\n 9.4 Registration of Distribution Shares and\n Selling Shareholder Registrable Shares .................... 27\n 9.5 NASDAQ Listing ............................................ 29\n 9.6 Compliance With SEC Disclosure Requirements ............... 29\n 9.7 Distribution of Distribution Shares ....................... 29\n 9.8 Occupancy of Summit Space ................................. 29\n 9.9 Post-Approval Support Services ............................ 30\n 9.10 Interim Series Preferred Stock ............................ 30\n 9.11 Access to Records ......................................... 30\n\nARTICLE X INDEMNIFICATION ......................................... 30\n\n 10.1 Indemnity Obligations of Summit ........................... 30\n 10.2 Indemnity Obligations of LCA .............................. 30\n 10.3 Procedures for Indemnification for Third Party Claims ..... 30\n 10.4 Claims by Summit or LCA ................................... 32\n 10.5 Survival of Representations and Warranties ................ 32\n 10.6 Limitations on Indemnification and Damages ................ 32\n 10.7 Subrogation ............................................... 32\n\n\n -iii-\n\n 5\n\n\n\nARTICLE XI TERMINATION ............................................. 33\n\n 11.1 Mutual Agreement .......................................... 33\n 11.2 Termination for Breach .................................... 33\n 11.3 Failure of Condition Precedent ............................ 33\n 11.4 Effect of Termination ..................................... 33\n\nARTICLE XII MISCELLANEOUS ........................................... 33\n\n 12.1 Fees and Expenses ......................................... 33\n 12.2 Governing Law ............................................. 34\n 12.3 Notices ................................................... 34\n 12.4 Waiver .................................................... 34\n 12.5 Binding Effect ............................................ 34\n 12.6 Entire Agreement .......................................... 35\n 12.7 Survival of Confidentiality Agreement ..................... 35\n 12.8 Severability .............................................. 35\n 12.9 Amendment ................................................. 35\n 12.10 Exhibits and Schedules .................................... 35\n 12.11 Third Party Beneficiaries ................................. 35\n 12.12 Construction .............................................. 35\n 12.13 Counterparts .............................................. 35\n\n\nSchedule A Definitions\nSchedule B RCII Disclosure Schedule\nSchedule C LCA Disclosure Schedule\n\n\nExhibit A Form Opinion of Goldstein & Manello, P.C.\nExhibit B Form of Shareholders' Agreement\nExhibit C Form of Registration Rights Agreement\nExhibit D Form Opinion of Dinsmore & Shohl, L.L.P.\nExhibit E Herskowitz Employment Documents\n\n\n -iv-\n 6\n\n\n\n\n This Acquisition Agreement is made and entered into this 23rd day of July,\n1997 by and between LCA-Vision Inc., a Delaware corporation (\"LCA\"), Refractive\nCenters International, Inc., a Delaware corporation (\"RCII\") and Summit\nTechnology, Inc., a Massachusetts corporation (\"Summit\").\n\n WHEREAS, the Boards of Directors of each of LCA, RCII and Summit deem it\nadvisable and in the best interests of their respective corporations that LCA\nacquire issued and outstanding common stock of RCII, all on the terms and\nsubject to the conditions contained in this Agreement (the \"Acquisition\").\n\n NOW THEREFORE, in consideration of the foregoing and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties agree as follows:\n\n\n\n ARTICLE I\n\n DEFINITIONS\n\n Capitalized terms used in this Agreement shall have the meanings set forth\non Schedule A, unless the context otherwise requires.\n\n\n\n ARTICLE II\n\n PURCHASE AND SALE OF STOCK\n\n 2.1 Purchase and Sale of RCII Common Stock. Subject to the terms and\nconditions of this Agreement, at the Closing Summit agrees to sell, assign and\ntransfer and LCA agrees to purchase and acquire, all of the issued and\noutstanding shares of the RCII Common Stock owned by Summit (the \"Subject\nStock\"). LCA further agrees to purchase and acquire any Selling Shareholder\nShares.\n\n 2.2 Closing. Subject to Article XI, the closing of the Acquisition and \nthe other transactions contemplated hereunder (the \"Closing\") shall take place\nat the offices of Goldstein & Manello, P.C., 265 Franklin Street, Boston,\nMassachusetts 02110, or such other place as is mutually agreed to between the\nparties, at 10:00 a.m. on the next business day after expiration of the\napplicable waiting period under the HSR Act; or, if the conditions to Closing\nset forth in Article VI shall not have been satisfied on or prior to such date,\nat such later time or date as LCA shall specify, by notice to Summit, not less\nthan three (3) nor more than five (5) business days after receipt of a\nConditions Notice from Summit; or, if the conditions to Closing set forth in\nArticle VII shall not have been satisfied on or prior to such date, at such\nlater time or date as Summit shall specify, by notice to\n\n\n\n 7\n\n\n\nLCA, not less than three (3) nor more than five (5) business days after receipt\nof a Conditions Notice from LCA; provided that the Closing shall not take place\nlater than the Outside Closing Date (the \"Closing Date\").\n\n 2.3 Consideration. The aggregate consideration payable by LCA at the\nClosing (the \"Stock Consideration\") shall be a number of shares of LCA Common\nStock determined as follows:\n\n 2.3.1 To Summit for the Subject Stock, the number of shares of \n Subject Stock multiplied by the Per Share Consideration; and\n\n 2.3.2 To each Selling Shareholder for the Selling Shareholder \n Shares, the number of Selling Shareholder Shares sold by each such Selling\n Shareholder multiplied by the Per Share Consideration.\n\n\n\n ARTICLE III\n\n REPRESENTATIONS AND WARRANTIES OF SUMMIT\n\n Summit hereby represents and warrants to LCA as follows:\n\n 3.1 Organization, Qualification, Corporate Power, Competence, Etc.\n\n 3.1.1 RCII is a corporation duly organized, validly existing and in\n good standing under the laws of the State of Delaware. Except as set forth\n in Section 3.1.1 of the RCII Disclosure Schedule, RCII is duly authorized\n to conduct business and is in good standing under the laws of each\n jurisdiction where such qualification is required, except where the\n failure to so qualify or obtain authorization would not have a Material\n Adverse Effect on RCII. RCII has full corporate power and authority and\n all licenses, permits, and authorizations necessary to carry on the\n businesses in which it is engaged, to own and use the properties owned and\n used by it and to execute, deliver and perform this Agreement. The\n execution and delivery of this Agreement and the consummation of the\n Acquisition and the other transactions contemplated hereby by RCII have\n been duly and validly authorized by all necessary corporate action. No\n other corporate acts or proceedings on the part of RCII are necessary to\n authorize this Agreement or the transactions contemplated hereby.\n\n 3.1.2 Summit is a corporation duly organized, validly existing and\n in good standing under the laws of The Commonwealth of Massachusetts.\n Summit has full corporate power and authority and all licenses, permits,\n and authorizations necessary to execute, deliver and perform this\n Agreement. The execution and delivery of this Agreement and the\n consummation of the Acquisition and the other transactions\n\n\n -2-\n\n 8\n\n\n\n contemplated hereby by Summit have been duly and validly authorized by all\n necessary corporate action. No other corporate acts or proceedings on the\n part of Summit are necessary to authorize this Agreement or the\n transactions contemplated hereby.\n\n 3.1.3 This Agreement has been duly executed and delivered by RCII \n and Summit and constitutes the legal, valid and binding obligations of\n RCII and Summit, enforceable against each of them in accordance with its\n terms, except as limited by applicable bankruptcy, insolvency,\n reorganization, moratorium or other laws of general application and\n equitable principles applied by a court of competent jurisdiction.\n\n 3.1.4 Section 3.1.4 of the RCII Disclosure Schedule lists the\n directors and officers of RCII. Summit has delivered to LCA correct and\n complete copies of RCII's Certificate of Incorporation and By-Laws (each\n as amended to date). RCII is not in default under or in violation of any\n provision of its Certificate of Incorporation or By-Laws.\n\n 3.2 Capitalization. Subject to adjustment as contemplated in \nSection 5.11 hereof:\n\n 3.2.1 The entire authorized capital stock of RCII consists of\n 10,000,000 shares of RCII Common Stock, of which 5,000,000 shares are\n issued and outstanding;\n\n 3.2.2 All such issued and outstanding shares of RCII Common Stock\n have been duly authorized, are validly issued, fully paid, and\n nonassessable and are owned, of record and beneficially, by Summit, free\n and clear of all pledges, liens, encumbrances, charges or other security\n interests;\n\n 3.2.3 The designations, powers, preferences, rights, \n qualifications, limitations and restrictions in respect of the RCII Common\n Stock are as set forth in RCII's Certificate of Incorporation; and\n\n 3.2.4 Except as set forth in Section 3.2.4 of the RCII Disclosure\n Schedule, (a) no person owns of record or is known to Summit to own\n beneficially any shares of capital stock of RCII, (b) no subscription,\n warrant, option, convertible security, or other right (contingent or\n otherwise) to purchase or otherwise acquire equity securities of RCII is\n authorized or outstanding, (c) there is no commitment by RCII to issue\n shares, subscriptions, warrants, options, convertible securities, or other\n such rights or to distribute to holders of any of its equity securities\n any evidence of indebtedness, and (d) there is no written or oral\n agreement by RCII or Summit to sell or transfer any RCII Common Stock to\n any third Person. RCII has no obligation (contingent or otherwise) to\n purchase, redeem or otherwise acquire any of its equity securities or any\n interest\n\n\n -3-\n\n 9\n\n\n\n therein or to pay any dividend or make any other distribution in respect\n thereof. Except as set forth in Section 3.2.4 of the RCII Disclosure\n Schedule, there are no voting trusts or agreements, stockholders'\n agreements, pledge agreements, buy-sell agreements, rights of first\n refusal, preemptive rights or proxies relating to any securities of RCII.\n All of the outstanding securities of RCII were issued in compliance with\n all applicable Federal and state securities laws.\n\n 3.3 Noncontravention. Except as set forth in Section 3.3 of the RCII\nDisclosure Schedule, neither the execution and the delivery of this Agreement,\nnor the consummation of the transactions contemplated hereby, will (a) violate\nany constitution, statute, regulation, rule, injunction, judgment, order,\ndecree, ruling, charge or other restriction of any government, governmental\nagency or court to which RCII or Summit is subject or any provision of the\nCertificate of Incorporation or By-Laws of RCII or of the Articles of\nOrganization or By-Laws of Summit, or (b) result in a breach of, constitute a\ndefault under, result in the acceleration of, create in any Person the right to\naccelerate, terminate, modify, or cancel, or require any notice or consent under\nany agreement, contract, lease, license, instrument, or other arrangement to\nwhich RCII is a party or by which it is bound or to which any of its assets is\nsubject (or result in the imposition of any Security Interest upon any of its\nassets). Neither RCII nor Summit is required to give any notice to, make any\nfiling with, or obtain any authorization, consent or approval of any government\nor governmental agency in order for the parties to consummate the transactions\ncontemplated by this Agreement, other than pursuant to the HSR Act and as\ncontemplated under Section 9.4 hereof.\n\n 3.4 Title.\n\n 3.4.1 Summit has good and marketable title to the Subject Stock, \n free and clear of all liens, charges, claims or encumbrances whatsoever.\n At the Closing and upon the consummation of the transactions contemplated\n by this Agreement, Summit shall transfer such title to the Subject Stock\n to LCA.\n\n 3.4.2 Except as set forth in Section 3.4.2 of the RCII Disclosure\n Schedule, RCII has good title to, or a valid leasehold interest in or\n license to, all properties and assets (a) used by it in the operations of\n its business, (b) located on its premises (except personal items not\n material to the operations of the business), (c) shown on the Most Recent\n RCII Balance Sheet or (d) acquired after the date thereof, free and clear\n of all Security Interests, except for properties and assets disposed of in\n the Ordinary Course of Business since the date of the Most Recent RCII\n Balance Sheet.\n\n 3.5 Subsidiaries. Except as set forth in Section 3.5 of the RCII\nDisclosure Schedule, RCII does not have any subsidiaries, operating or\notherwise, and does not own any capital stock or other equity interest in any\n\n\n -4-\n\n 10\n\n\n\nPerson, and is not a partner, joint venturer or member in any joint venture,\npartnership or other enterprise.\n\n 3.6 Financial Statements. Summit has delivered separately to LCA the\nfollowing RCII consolidated financial statements (collectively the \"RCII\nFinancial Statements\"): audited consolidated balance sheets and statements of\noperations, stockholder's equity and cash flow as of and for the fiscal years\nended December 31, 1994, 1995 and 1996 (the last being the \"Most Recent RCII\nFiscal Year End\"), and for the five month period ended May 31, 1997. The RCII\nFinancial Statements (including the notes thereto) have been prepared in\naccordance with generally accepted accounting principles applied on a consistent\nbasis throughout the periods covered thereby, and present fairly in all material\nrespects the financial condition of RCII as of such dates and the results of\noperations of RCII for such periods.\n\n 3.7 Events Subsequent to Most Recent RCII Fiscal Year End. Since the \nMost Recent RCII Fiscal Year End, RCII has conducted its business only in the\nOrdinary Course of Business and there has not been any Material Adverse Effect\nin the business, financial condition, operations or results of operations of\nRCII, and RCII has not engaged in or been party to any agreement or occurrence\noutside the Ordinary Course of Business. Without limiting the generality of the\nforegoing, since that date (or such other date as may be specified below) and\nexcept as disclosed in Section 3.7 of the RCII Disclosure Schedule:\n\n 3.7.1 No Person (including RCII) has accelerated, terminated,\n modified or canceled any agreement, contract, lease or license (or series\n of related agreements, contracts, leases or licenses) to which RCII is a\n party or by which it or any of its properties are bound, except in the\n Ordinary Course of Business;\n\n 3.7.2 RCII has not delayed or postponed the payment of accounts \n payable and other Liabilities outside the Ordinary Course of Business;\n\n 3.7.3 RCII has not canceled, compromised, waived or released any\n right or claim (or series of related rights and claims) outside the\n Ordinary Course of Business;\n\n 3.7.4 RCII has not (a) issued, sold or otherwise disposed of any of\n its capital stock, (b) granted any options, warrants, or other rights to\n purchase or obtain (including upon conversion, exchange or exercise) any\n of its capital stock, (c) declared, set aside or paid any dividend or made\n any distribution with respect to its capital stock (whether in cash or in\n kind) or (d) redeemed, purchased or otherwise acquired any of its capital\n stock;\n\n 3.7.5 RCII has not made any loan to or agreement with any of its\n directors, officers or employees and it has not entered into any other\n\n\n -5-\n\n 11\n\n\n\n transaction with any of its directors, officers or employees outside the\n Ordinary Course of Business;\n\n 3.7.6 There has been no sale, assignment or transfer of any of the \n assets of RCII, except in the Ordinary Course of Business;\n\n 3.7.7 There have been no capital expenditures in excess of One\n Hundred Thousand Dollars ($100,000) individually or Five Hundred Thousand\n Dollars ($500,000) in the aggregate;\n\n 3.7.8 RCII has not failed to perform in any material respects all \n of its obligations under agreements, contracts, leases, licenses and\n instruments relating to or affecting its properties, assets and business,\n and has not changed materially the prices or offer terms of sale or\n license of any of its products or services;\n\n 3.7.9 RCII has not failed to maintain its books of account and \n records in the usual, regular and ordinary manner;\n\n 3.7.10 RCII has not made any material change in its accounting\n methods or materially revalued any of its assets outside the Ordinary\n Course of Business; and\n\n 3.7.11 There has not been any increase in the wages, salaries,\n compensation, stock option, pension or other fringe benefits payable to\n Ronald Herskowitz from those set forth in the definitive proxy materials\n filed by Summit with the SEC with respect to its annual meeting of\n stockholders held on June 25, 1997.\n\n RCII is not under any legal obligation, whether written or oral, to do any\nof the foregoing.\n\n 3.8 Undisclosed Liabilities. To Summit's Knowledge and except as set \nforth in Section 3.8 of the RCII Disclosure Schedule, RCII does not have any\nLiability except for (a) Liabilities set forth in the Most Recent RCII Balance\nSheet and (b) Liabilities which have arisen after the Most Recent RCII Fiscal\nYear End in the Ordinary Course of Business.\n\n 3.9 Legal Compliance. Except as disclosed in Section 3.9 of the RCII\nDisclosure Schedule, RCII has complied in all material respects (including\nwithout limitation in its capacity as a tenant), with all applicable laws\n(including rules, regulations, codes, plans, injunctions, judgments, orders,\ndecrees, rulings and charges thereunder) of federal, state, local and foreign\ngovernments (and all agencies thereof), including, without limitation, federal\nand state health care laws, rules and regulations restricting fee-splitting,\npatient referrals to entities in which physicians hold an interest and the\ncorporate practice of medicine, and no material action, suit, proceeding,\nhearing,\n\n -6-\n\n 12\n\n\n\ninvestigation, charge, complaint, claim, demand or notice has been filed or\ncommenced against it alleging any failure so to comply. Except as set forth in\nSection 3.9 of the RCII Disclosure Schedule and as contemplated by Sections 5.9\nand 9.4 hereof, no consent, approval or authorization of, or registration,\nqualification or filing with, any governmental agency or authority is required\nfor the execution and delivery of this Agreement by RCII or Summit or for the\nconsummation by RCII and Summit of the transactions contemplated hereby or\nthereby. All of RCII's material rights under all of its permits, approvals and\nlicenses, both governmental and private, related to the operation of its\nbusiness will continue unimpaired by the Acquisition contemplated hereby, except\nas set forth in Section 3.9 of the RCII Disclosure Schedule.\n\n 3.10 Tax Matters.\n\n 3.10.1 RCII has filed all Tax Returns that it was required to file,\n including, without limitation, any Tax Returns required to be filed with\n any state. All such Tax Returns were correct and complete in all material\n respects. All Taxes owed by RCII shown on any Tax Return have been paid.\n Except as set forth in Section 3.10 of the RCII Disclosure Schedule, RCII\n currently is not the beneficiary of any extension of time within which to\n file any Tax Return. No claim has ever been made by an authority in a\n jurisdiction where RCII does not file Tax Returns that it is or may be\n subject to taxation by that jurisdiction. There are no Security Interests\n on any of the assets of RCII that arose in connection with any failure (or\n alleged failure) to pay any Tax.\n\n 3.10.2 RCII has withheld and paid all Taxes required to have been\n withheld and paid in connection with amounts paid or owing to any\n employee, independent contractor, creditor, stockholder or other third\n party.\n\n 3.10.3 There is no dispute or claim concerning any Tax Liability of\n RCII either (a) claimed or raised by any authority in writing or (b) as to\n which RCII or Summit has Knowledge.\n\n 3.10.4 Section 3.10 of the RCII Disclosure Schedule lists all\n federal, state, local and foreign income Tax Returns filed with respect to\n RCII for taxable periods ended on or after December 31, 1993; no such Tax\n Returns have been audited or currently are the subject of audit. RCII has\n delivered to LCA correct and complete copies of all federal income Tax\n Returns, examination reports and statements of deficiencies assessed\n against or agreed to by RCII since December 31, 1993.\n\n 3.10.5 RCII has not waived any statute of limitations in respect of\n Taxes or agreed to any extension of time with respect to a Tax assessment\n or deficiency.\n\n -7-\n\n 13\n\n\n\n 3.10.6 RCII will not have as of the Closing Date any liability for\n Taxes, except for Taxes which have been specifically accrued for in full\n on the books and records of RCII in the Ordinary Course of Business and\n Taxes not yet due and payable.\n\n 3.11 Real Property. Except for the leases described in Section 3.11 of \nthe RCII Disclosure Schedule, RCII does not own or lease any real property.\n\n 3.12 Material Contracts. Section 3.12 of the RCII Disclosure Schedule\nlists and briefly describes all written contracts, agreements and instruments to\nwhich RCII is a party, or by which it or its properties are bound, and which\ninvolve on the part of any Person provision of goods or services or payment of\nmoney in excess of $20,000 or which, if breached, could result in damages or\nloss of benefits to RCII in excess of $20,000 (the \"RCII Material Contracts\"),\nand sets forth, as to each contract, agreement or instrument, whether\nconsummation of the transactions contemplated hereby will require consent of any\nthird party to avoid the occurrence of a breach or default of, or termination or\nchange of rights or benefits under, such contract, agreement or instrument.\nSummit has delivered to LCA a correct and complete copy of each written\nagreement listed in Section 3.12 of the RCII Disclosure Schedule (as amended to\ndate) and a written summary setting forth the terms and conditions of each oral\nagreement referred to in Section 3.12 of the RCII Disclosure Schedule. With\nrespect to each RCII Material Contract and except as set forth in Section 3.12\nof the RCII Disclosure Schedule, (a) the RCII Material Contract is legal, valid,\nbinding, enforceable and in full force and effect, (b) no material breach,\ndefault, termination or loss or change of rights or benefits shall occur with\nrespect to such RCII Material Contract as a result of the consummation of the\ntransactions contemplated hereby, (c) RCII is not, and to Summit's Knowledge no\nother party is, in material breach or default, and no event has occurred which\nwith notice or lapse of time would constitute a breach or default, or permit\ntermination, modification, or acceleration, under an RCII Material Contract, (d)\nno party has repudiated any provision of an RCII Material Contract and (e) RCII\nhas not incurred any penalty or similar charges for delays in delivery of any\nproduct or service or any indemnification or warranty obligations under such\nRCII Material Contract.\n\n 3.13 Notes and Accounts Receivable. All notes and accounts receivable of\nRCII are reflected properly on its books and records, are valid receivables\nsubject to no setoffs or counterclaims and are current and collectible in\naccordance with their terms at their recorded amounts, subject only to the\nreserve for bad debts set forth in the Most Recent RCII Balance Sheet as\nadjusted for the passage of time through the Closing Date in accordance with the\npast custom and practice of RCII.\n\n 3.14 Powers of Attorney. There are no outstanding powers of attorney \nexecuted on behalf of RCII.\n\n -8-\n\n 14\n\n\n\n 3.15 Insurance. Section 3.15 of the RCII Disclosure Schedule contains a\ntrue and complete list and brief description of all insurance policies currently\nin force with respect to RCII. Except as set forth in such Section 3.15, each of\nthe insurance policies is in full force and effect and the premiums with respect\nthereto have been fully paid through the current billed date. RCII has delivered\nto LCA a copy of each insurance policy (including policies providing property,\ncasualty, liability and workers' compensation coverage and bond and surety\narrangements) to which RCII has been a party, a named insured, or otherwise the\nbeneficiary of coverage at any time within the past two years.\n\n 3.16 Litigation. Section 3.16 of the RCII Disclosure Schedule sets forth\neach instance in which RCII (a) is subject to any outstanding injunction,\njudgment, order, decree, ruling or charge or (b) is a party or is threatened in\nwriting to be made a party to any action, suit, proceeding, hearing or\ninvestigation of, in, or before any court or quasi judicial or administrative\nagency of any federal, state, local or foreign jurisdiction or before any\narbitrator.\n\n 3.17 Employees. RCII is not a party to or bound by any collective\nbargaining agreement, nor has it experienced during the last four years any\nstrikes, grievances, claims of unfair labor practices or other collective\nbargaining disputes. Summit has no Knowledge of any organizational effort\npresently being made or threatened by or on behalf of any labor union with\nrespect to employees of RCII.\n\n 3.18 Employee Benefit Plans.\n\n 3.18.1 RCII does not maintain, and has not at any time maintained,\n any Employee Benefit Plans for the benefit of its employees. Certain of\n its employees participate in Employee Benefit Plans of Summit, as set\n forth in Section 3.18.1 of the RCII Disclosure Schedule.\n\n 3.18.2 Except as set forth in Section 3.18.2 of the RCII Disclosure\n Schedule, RCII does not maintain any bonus, stock option, stock purchase,\n incentive, deferred compensation, supplemental retirement, severance or\n other similar fringe benefit or employee benefit plans or have any written\n employment agreements with any of its employees. RCII has provided to LCA\n true, correct any complete copies of all plans and agreements set forth in\n such Section 3.18.2.\n\n 3.19 Brokers. Neither RCII nor Summit has retained, utilized or been\nrepresented by any broker or finder in connection with the transactions\ncontemplated by this Agreement other than Piper Jaffray Inc.\n\n 3.20 Guaranties. Except as disclosed in Section 3.20 of the RCII\nDisclosure Schedule, RCII is not a guarantor or otherwise liable for any\nLiability or obligation (including indebtedness) of any other Person.\n\n -9-\n\n 15\n\n\n\n 3.21 Activities in LCA Common Stock. To Summit's Knowledge, neither \nSummit nor any of its Affiliates, nor any Person acting on behalf of either or\nall of Summit or any of its Affiliates, have at any time engaged in any\npurchase, sale, transfer, hedging, derivative or other activities of any kind\nrelating to the LCA Common Stock that constitutes, or reasonably could be\nconstrued as constituting, a manipulative or deceptive device or contrivance in\nviolation of applicable federal or state securities laws or common law.\n\n 3.22 Disclosure. The representations and warranties contained in this\nArticle 3 do not contain any untrue statement of a material fact or, in light of\nany other information regarding RCII and Summit contained in this Agreement,\nomit to state any material fact necessary in order to make the statements and\ninformation contained in this Article 3 not misleading.\n\n 3.23 Incorporation. Each item of disclosure contained in a numbered\nsection of the RCII Disclosure Schedule shall be deemed incorporated by\nreference in each other numbered section of the RCII Disclosure Schedule, as if\nfully set forth therein.\n\n\n ARTICLE IV\n\n REPRESENTATIONS AND WARRANTIES OF LCA\n\n\n LCA hereby represents and warrants to Summit as follows:\n\n 4.1 Organization, Qualification, Corporate Power, Competence, Etc.\n\n 4.1.1 LCA is a corporation duly organized, validly existing and in\n good standing under the laws of the State of Delaware. LCA is duly\n authorized to conduct business and is in good standing under the laws of\n each jurisdiction where such qualification is required, except where the\n failure to so qualify or obtain authorization would not have a Material\n Adverse Effect on LCA. LCA has full corporate power and authority and all\n licenses, permits and authorizations necessary to carry on the businesses\n in which it is engaged, to own and use the properties owned and used by it\n and to execute, deliver and perform this Agreement. The execution and\n delivery of this Agreement and the consummation of the Acquisition and the\n other transactions contemplated hereby by LCA have been duly and validly\n authorized by all necessary corporate action. No other corporate acts or\n proceedings on the part of LCA are necessary to authorize this Agreement\n or the transactions contemplated hereby.\n\n 4.1.2 This Agreement has been duly executed and delivered by LCA \n and constitutes the legal valid and binding obligations of LCA,\n enforceable against it in accordance with its terms, except as limited by\n\n -10-\n\n 16\n\n\n\n applicable bankruptcy, insolvency, reorganization, moratorium or other\n laws of general application and equitable principles applied by a court of\n competent jurisdiction.\n\n 4.1.3 Section 4.1.3 of the LCA Disclosure Schedule lists the\n directors and officers of LCA. LCA has delivered to Summit correct and\n complete copies of its Certificate of Incorporation and By-Laws (each as\n amended to date). LCA is not in default under or in violation of any\n provision of its Certificate of Incorporation or By-Laws.\n\n 4.2 Capitalization.\n\n 4.2.1 The entire authorized capital stock of LCA consists of (a)\n 110,000,000 shares of LCA Common Stock, of which 19,599,237 shares are\n issued and outstanding and (b) 10,000,000 shares of preferred stock, $.001\n par value per share (the \"LCA Preferred Stock\"), 1,688 shares of which are\n designated as Class A Preferred Stock (all of which are issued and\n outstanding), and 12.6 shares of which are designated as Class B Preferred\n Stock (6 shares of which are issued and outstanding as the \"First Interim\n Series\" and 6.6 of which are issued and outstanding as the \"Second Interim\n Series\", such Series together, the \"Interim Series Preferred Stock\"). In\n addition, 2,500,000 shares of LCA Common Stock are reserved for future\n issuance under the LCA-Vision Inc. 1995 Long-Term Stock Incentive Plan and\n 1,250,000 shares of LCA Common Stock are reserved for future issuance\n under the LCA-Vision Inc. Directors' Non-Discretionary Stock Option Plan\n (such plans together being the \"LCA Option Plans\"). No additional classes\n of the LCA Preferred Stock have been designated and there are no current\n commitments, arrangements, understandings or agreements to do so. Section\n 4.2.1 of the LCA Disclosure Schedule is a true, accurate and complete\n statement of all issued and outstanding shares of LCA Common Stock and LCA\n Preferred Stock, and all shares of LCA Common Stock subject to options.\n\n 4.2.2 All issued and outstanding shares of LCA Common Stock and LCA\n Preferred Stock have been duly authorized and are validly issued, fully\n paid and nonassessable.\n\n 4.2.3 The designations, powers, preferences, rights, \n qualifications, limitations and restrictions in respect of the LCA Common\n Stock and LCA Preferred Stock are as set forth in LCA's Certificate of\n Incorporation, as amended, and Certificates of Designations previously\n provided to Summit.\n\n 4.2.4 Except as set forth in Section 4.2.4 of the LCA Disclosure\n Schedule, (a) no person owns of record or is known to LCA to own\n beneficially more than five percent (5%) of any shares of capital stock of\n LCA, (b) no subscription, warrant, option, convertible security, or other\n\n\n -11-\n\n 17\n\n\n\n right (contingent or other) to purchase or otherwise acquire equity\n securities of LCA is authorized or outstanding, (c) there is no commitment\n by LCA to issue shares, subscriptions, warrants, options, convertible\n securities or other such rights or to distribute to holders of any of its\n equity securities any evidence of indebtedness and (d) there is no written\n or oral agreement by LCA to sell or transfer any LCA Common Stock or LCA\n Preferred Stock to any third Person. LCA has no obligation (contingent or\n other) to purchase, redeem or otherwise acquire any of its equity\n securities or any interest therein, or to pay any dividend or make any\n other distribution in respect of the LCA Common Stock or LCA Preferred\n Stock. Except as set forth in Section 4.2.4 of the LCA Disclosure\n Schedule, there are no voting trusts or agreements, stockholders'\n agreements, pledge agreements, buy-sell agreements, rights of first\n refusal, preemptive rights or proxies relating to any securities of LCA.\n All of the outstanding securities of LCA were issued in compliance with\n all applicable Federal and state securities laws.\n\n 4.2.5 The shares of LCA Common Stock that constitute the Stock\n Consideration will be duly authorized and validly issued, and as of the\n date of issuance shall be fully paid and nonassessable and free of all\n liens, charges, claims, encumbrance and Liabilities whatsoever.\n\n 4.3 Noncontravention. Except as set forth in Section 4.3 of the LCA\nDisclosure Schedule, neither the execution and the delivery of this Agreement,\nnor the consummation of the transactions contemplated hereby, will (a) violate\nany constitution, statute, regulation, rule, injunction, judgment, order,\ndecree, ruling, charge, or other restriction of any government, governmental\nagency, or court to which LCA is subject or any provision of the Certificate of\nIncorporation or By-Laws of LCA or (b) result in a breach of, constitute a\ndefault under, result in the acceleration of, create in any Person the right to\naccelerate, terminate, modify, or cancel, or require any notice or consent under\nany agreement, contract, lease, license, instrument, or other arrangement to\nwhich LCA is a party or by which it is bound or to which any of its assets is\nsubject (or result in the imposition of any Security Interest upon any of its\nassets). LCA is not required to give any notice to, make any filing with, or\nobtain any authorization, consent or approval of any federal, state or local\ngovernment or governmental agency in order for the parties to consummate the\ntransactions contemplated by this Agreement, other than pursuant to the HSR Act\nand as contemplated under Section 9.4 hereof.\n\n 4.4 Financial Statements. LCA has delivered separately to Summit the\nfollowing LCA consolidated financial statements (collectively the \"LCA Financial\nStatements\"): audited consolidated balance sheets and statements of operations\nstockholder's equity and cash flow as of and for the fiscal years ended December\n31, 1995 and 1996 (the last being the \"Most Recent LCA Fiscal Year End\"). LCA\nhas also delivered to Summit unaudited monthly income\n\n -12-\n\n 18\n\n\n\nstatements and balance sheets for the period ended May 31, 1997, together with\naccount analysis and other supporting detail relating thereto (the \"May\nFinancial Statements\"). The LCA Financial Statements (including the notes\nthereto) and the May Financial Statements have been prepared in accordance with\ngenerally accepted accounting principles applied on a consistent basis\nthroughout the periods covered thereby, present fairly in all material respects\nthe financial condition of LCA as of such dates and the results of operations of\nLCA for such periods.\n\n 4.5 Events Subsequent to Most Recent LCA Fiscal Year End. Since the Most\nRecent LCA Fiscal Year End, LCA has conducted its business only in the Ordinary\nCourse of Business and there has not been any Material Adverse Effect in the\nbusiness, financial condition, operations or results of operations of LCA, and\nLCA has not engaged in or been party to any agreement or occurrence outside the\nOrdinary Course of Business. Without limiting the generality of the foregoing,\nsince that date (or such other date as may be specified below) and except as\ndisclosed in Section 4.5 of the LCA Disclosure Schedule:\n\n 4.5.1 No Person (including LCA) has accelerated, terminated, \n modified or canceled any agreement, contract, lease or license (or series\n of related agreements, contracts, leases or licenses) to which LCA is a\n party or by which it or any of its properties are bound, except in the\n Ordinary Course of Business;\n\n 4.5.2 LCA has not delayed or postponed the payment of accounts \n payable and other Liabilities outside the Ordinary Course of Business;\n\n 4.5.3 LCA has not canceled, compromised, waived or released any \n right or claim (or series of related rights and claims) outside the\n Ordinary Course of Business;\n\n 4.5.4 LCA has not (a) issued, sold or otherwise disposed of any of\n its capital stock, (b) granted any options, warrants, or other rights to\n purchase or obtain (including upon conversion, exchange or exercise) any\n of its capital stock, (c) declared, set aside or paid any dividend or made\n any distribution with respect to its capital stock (whether in cash or in\n kind) or (d) redeemed, purchased or otherwise acquired any of its capital\n stock;\n\n 4.5.5 LCA has not made any loan to or agreement with any of its\n directors, officers or employees and it has not entered into any other\n transaction with any of its directors, officers or employees outside the\n Ordinary Course of Business;\n\n 4.5.6 There has been no sale, assignment or transfer of any of the \n assets of LCA, except in the Ordinary Course of Business;\n\n -13-\n\n 19\n\n\n\n 4.5.7 There have been no capital expenditures in excess of One\n Hundred Thousand Dollars ($100,000) individually or Five Hundred Thousand\n Dollars ($500,000) in the aggregate;\n\n 4.5.8 LCA has not failed to perform in any material respects all of\n its obligations under agreements, contracts, leases, licenses and\n instruments relating to or affecting its properties, assets and business,\n and has not changed materially the prices or offer terms of sale or\n license of any of its products or services;\n\n 4.5.9 LCA has not failed to maintain its books of account and \n records in the usual, regular and ordinary manner;\n\n 4.5.10 LCA has not made any material change in its accounting\n methods or materially revalued any of its assets outside the Ordinary\n Course of Business;\n\n 4.5.11 There has not been any increase in the wages, salaries,\n compensation, stock option, pension or other fringe benefits payable to\n any executive officer, employee or director of LCA from those set forth in\n the definitive proxy materials filed by LCA with the SEC with respect to\n its annual meeting of stockholders held on June 9, 1997 (the \"LCA Proxy\n Statement\"); and\n\n 4.5.12 There has not occurred any event that would require the\n filing by LCA of a report on Form 8-K with the SEC.\n\n LCA is not under any legal obligation, whether written or oral, to do any\nof the foregoing.\n\n 4.6 SEC Filings.\n\n 4.6.1 LCA has timely filed all forms, reports and documents \n required to be filed by it with the SEC at all times from and after LCA\n became obligated to make such filings with the SEC (collectively, the \"LCA\n SEC Reports\"), and has heretofore delivered to RCII and Summit, in the\n form filed with the SEC, (a) all Annual Reports on Form 10-K filed by LCA\n with the SEC, (b) all proxy statements relating to LCA's meetings of\n stockholders (whether annual or special) for which definitive proxy\n statements have been required to be filed with the SEC, (c) all other\n reports or registration statements filed by LCA with the SEC, and (d) all\n amendments and supplements to all such reports and registration statements\n filed by LCA with the SEC.\n\n 4.6.2 The LCA SEC Reports (a) were prepared in all material \n respects in accordance with, and comply with, the requirements of the 1933\n Act or the 1934 Act, as the case may be, and (b) did not at the time\n\n\n -14-\n\n 20\n\n\n\n they were filed (or if amended or superseded by a filing prior to the date\n of this Agreement, then on the date of such filing) contain any untrue\n statement of a material fact or omit to state a material fact required to\n be stated therein or necessary in order to make the statements therein, in\n the light of the circumstances under which they were made, not misleading.\n\n 4.6.3 None of LCA's subsidiaries is required to file any forms, \n reports or other documents with the SEC.\n\n 4.6.4 Each of the consolidated financial statements (including, in\n each case, any related notes thereto) contained in the LCA SEC Reports are\n identical to the LCA Financial Statements provided to Summit by LCA.\n\n 4.6.5 Except as set forth in Section 4.6.5 of the LCA Disclosure\n Schedule, there are no impediments to LCA's eligibility to register its\n equity securities with the SEC by use of any SEC Form appropriate for\n purposes of filing and causing to become effective the Distribution Shares\n Registration Statement and the Selling Shareholders Registration\n Statement, as contemplated by Section 9.4, including, without limitation,\n impediments resulting from current or past violations of filing or\n reporting obligations under the 1933 Act or the 1934 Act, the listing of\n the LCA Common Stock on the NASDAQ SmallCap Market, magnitude of market\n capitalization or any actions or inactions of any of its officers,\n directors or shareholders.\n\n 4.6.6 Except as set forth in Section 4.6.6 of the LCA Disclosure\n Schedule, from and after the respective filing dates of the most recent\n annual report on Form 10-KSB, quarterly report on Form 10-QSB and\n definitive proxy statement filed under Section 14A of the 1934 Act, there\n has been no material change in the statements, facts or information\n contained in any one or more of such LCA SEC Reports, whether or not such\n material change constitutes a Material Adverse Effect and whether or not\n such material change would be required to be contained in an amendment to\n an LCA SEC Report as filed with the SEC, a filing on any Form approved for\n use by the SEC or in a press release.\n\n 4.7 Tax Matters.\n\n 4.7.1 LCA has filed all Tax Returns that it was required to file,\n including, without limitation, any Tax Returns required to be filed with\n any state. All such Tax Returns were correct and complete in all material\n respects. All Taxes owed by LCA (whether or not shown on any Tax Return)\n have been paid. Except as disclosed in Section 4.7 of the LCA Disclosure\n Schedule, LCA currently is not the beneficiary of any extension of time\n within which to file any Tax Return. No claim has ever been made by an\n authority in a jurisdiction where LCA does not file\n\n -15-\n\n 21\n\n\n\n Tax Returns that it is or may be subject to taxation by that jurisdiction.\n There are no Security Interests on any of the assets of LCA that arose in\n connection with any failure (or alleged failure) to pay any Tax.\n\n 4.7.2 LCA has withheld and paid all Taxes required to have been\n withheld and paid in connection with amounts paid or owing to any\n employee, independent contractor, creditor, stockholder or other third\n party.\n\n 4.7.3 There are no disputes or claims concerning any Tax Liability\n of LCA either (a) claimed or raised by any authority in writing or (b) as\n to which LCA has Knowledge, which in the aggregate exceed $10,000.00.\n\n 4.7.4 Section 4.7 of the LCA Disclosure Schedule lists all federal,\n state, local and foreign income Tax Returns filed with respect to LCA for\n taxable periods ended on or after December 31, 1995; no such Tax Returns\n have been audited or currently are the subject of audit. LCA has delivered\n to RCII and Summit correct and complete copies of all federal income Tax\n Returns, examination reports and statements of deficiencies assessed\n against or agreed to by LCA since December 31, 1995.\n\n 4.7.5 LCA has not waived any statute of limitations in respect of\n Taxes or agreed to any extension of time with respect to a Tax assessment\n or deficiency.\n\n 4.7.6 LCA will not have as of the Closing Date any liability for\n Taxes, except for Taxes which have been specifically accrued for in full\n on the books and records of LCA in the Ordinary Course of Business and\n Taxes not yet due and payable.\n\n 4.7.7 LCA has no liability with respect to any Taxes resulting from\n operations of any predecessor entity (by merger, consolidation, sale of\n stock or assets or otherwise) taxed under Subchapter S of the Code. LCA is\n not bound by any agreement pursuant to which it has any obligation to\n reimburse any shareholder or other person with respect to any tax\n liability incurred by such shareholder or Person during the period for\n which LCA was taxed under Subchapter S of the Code.\n\n 4.8 Undisclosed Liabilities. To LCA's Knowledge and except as set forth\nin Section 4.8 of the LCA Disclosure Schedule, LCA does not have any Liability\nexcept for (a) Liabilities set forth in the Most Recent LCA Balance Sheet and\n(b) Liabilities which have arisen after the Most Recent LCA Fiscal Year End in\nthe Ordinary Course of Business.\n\n 4.9 Legal Compliance. LCA has complied in all material respects \n(including without limitation in its capacity as a tenant), with all applicable\nlaws (including rules, regulations, codes, plans, injunctions, judgments,\norders,\n\n -16-\n\n 22\n\n\n\ndecrees, rulings and charges thereunder) of federal, state, local and foreign\ngovernments (and all agencies thereof), including, without limitation, federal\nand state health care laws, rules and regulations restricting fee-splitting,\npatient referrals to entities in which physicians hold an interest and the\ncorporate practice of medicine, and no material action, suit, proceeding,\nhearing, investigation, charge, complaint, claim, demand or notice has been\nfiled or commenced against it alleging any failure so to comply. Except as set\nforth in Section 4.9 of the LCA Disclosure Schedule and as contemplated by\nSections 5.9 and 9.4 hereof, no consent, approval or authorization of, or\nregistration, qualification or filing with, any governmental agency or authority\nis required for the execution and delivery of this Agreement by LCA or for the\nconsummation by LCA of the transactions contemplated hereby or thereby. All of\nLCA's material rights under all of its permits, approvals and licenses, both\ngovernmental and private, related to the operation of its business will continue\nunimpaired by the Acquisition contemplated hereby, except as set forth in\nSection 4.9 of the LCA Disclosure Schedule.\n\n 4.10 Title. LCA has good and marketable title to the shares that\nconstitute the Stock Consideration, free and clear of any liens, charges, claims\nor encumbrances whatsoever. At the Closing and upon the consummation of the\ntransactions contemplated by this Agreement, LCA shall transfer such title to\nSummit and any Selling Shareholders. Except as set forth in Section 4.10 of the\nLCA Disclosure Schedule, LCA owns all of its assets and properties free and\nclear of all liens, claims, encumbrances, security interests and mortgages.\n\n 4.11 Notes Payable to Shareholders. The aggregate indebtedness of LCA to\nits shareholders (the \"LCA Shareholder Debt\") on all notes payable as of the\ndate of this Agreement is $1,901,339 as of May 31, 1997.\n\n 4.12 Brokers. LCA has not retained, utilized or been represented by any\nbroker or finder in connection with the transactions contemplated by this\nAgreement.\n\n 4.13 Material Contracts. Section 4.13 of the LCA Disclosure Schedule \nlists and briefly describes all written contracts, agreements and instruments to\nwhich LCA is a party, or by which it or its properties are bound, and which\ninvolve on the part of any Person provision of goods or services or payment of\nmoney in excess of $20,000 or which, if breached, could result in damages or\nloss of benefits to RCII in excess of $20,000 (the \"LCA Material Contracts\"),\nand sets forth, as to each contract, agreement or instrument, whether\nconsummation of the transactions contemplated hereby will require consent of any\nthird party to avoid the occurrence of a breach or default of, or termination or\nchange of rights or benefits under, such contract, agreement or instrument. LCA\nhas delivered to Summit a correct and complete copy of each agreement listed in\nSection 4.13 of the LCA Disclosure Schedule relating in any way to its laser\nrefractive surgery centers, and upon request, shall deliver to Summit a correct\nand complete copy of\n\n\n -17-\n\n 23\n\n\n\neach other written agreement listed in Section 4.13 of the LCA Disclosure\nSchedule (as amended to date) and a written summary setting forth the terms and\nconditions of each oral agreement referred to in Section 4.13 of the LCA\nDisclosure Schedule. With respect to each LCA Material Contract and except as\nset forth in Section 4.13 of the LCA Disclosure Schedule, (a) the LCA Material\nContract is legal, valid, binding, enforceable and in full force and effect, (b)\nno material breach, default, termination or loss or change of rights or benefits\nshall occur with respect to such LCA Material Contract as a result of the\nconsummation of the transactions contemplated hereby, (c) LCA is not, and to\nLCA's Knowledge no other party is, in material breach or default, and no event\nhas occurred which with notice or lapse of time would constitute a breach or\ndefault, or permit termination, modification, or acceleration, under an LCA\nMaterial Contract, (d) no party has repudiated any provision of an LCA Material\nContract and (e) LCA has not incurred any penalty or similar charges for delays\nin delivery of any product or service or any indemnification or warranty\nobligations under such LCA Material Contract. Except as disclosed in Section\n4.13 of the LCA Disclosure Schedule, all contracts, understandings and\narrangements between LCA and Stephen N. Joffe (and his Affiliates)(a) have been\ndisclosed in LCA's annual report on Form 10-KSB for the fiscal year ended\nDecember 31, 1996 or in the LCA Financial Statements for the fiscal year ended\nDecember 31, 1996, including the notes thereto, or the LCA Proxy Statement,\nwhether or not such contracts, understandings and arrangements meet the criteria\nof materiality set forth in this Section 4.13 and (b) reflect arms'-length\ntransactions, in each case at fair market value for the relevant services, goods\nor property.\n\n 4.14 Litigation. Section 4.14 of the LCA Disclosure Schedule sets forth\neach instance in which LCA (a) is subject to any outstanding injunction,\njudgment, order, decree, ruling or charge or (b) is a party or is threatened in\nwriting to be made a party to any action, suit, proceeding, hearing or\ninvestigation of, in, or before any court or quasi judicial or administrative\nagency of any federal, state, local or foreign jurisdiction or before any\narbitrator.\n\n 4.15 Activities in LCA Common Stock. To LCA's Knowledge, neither LCA nor\nany of its Affiliates, nor any Person acting on behalf of either or all of LCA\nor any of its Affiliates, have at any time engaged in any purchase, sale,\ntransfer, hedging, derivative or other activities of any kind relating to the\nLCA Common Stock that constitutes, or reasonably could be construed as\nconstituting, a manipulative or deceptive device or contrivance in violation of\napplicable federal or state securities laws or common law.\n\n 4.16 Disclosure. The representations and warranties contained in this\nArticle 4 do not contain any untrue statement of a material fact or, in light of\nany other information regarding LCA contained in this Agreement, omit to\n\n\n -18-\n\n 24\n\n\n\nstate any material fact necessary in order to make the statements and\ninformation contained in this Article 4 not misleading.\n\n 4.17 Incorporation. Each item of disclosure contained in a numbered\nsection of the RCII Disclosure Schedule shall be deemed incorporated by\nreference in each other numbered section of the RCII Disclosure Schedule, as if\nfully set forth therein.\n\n ARTICLE V\n\n COVENANTS\n\n 5.1 Conduct of Business. From and after the date of this Agreement (and\nwith respect to LCA from and after the date of filing of its most recent Annual\nReport on Form 10-K with the SEC) through the Closing Date, except as expressly\ncontemplated or permitted by this Agreement, each of RCII and LCA shall (a)\nconduct its business in the Ordinary Course of Business, and(b) use reasonable\nefforts to maintain and preserve its business organizations, assets, employees\nand advantageous business relationships.\n\n 5.2 Access to Premises and Information. Prior to Closing, each party \nshall permit the other party and their respective authorized representatives to\nhave reasonable access, during regular business hours, to their premises and\ndocuments, books and records, and such financial and operating data and other\ninformation as a party may reasonably request (with respect to Summit solely\nrelating to RCII), and to make copies at their own expense.\n\n 5.3 Fulfillment of Conditions. The parties will use their best efforts \nto bring about the fulfillment of each of the conditions precedent to the\nobligations of the other party to close the transactions contemplated by this\nAgreement, and will render reasonable assistance to the other party as requested\nby such other party to enable it to fulfill its obligations hereunder. Summit\nand LCA each shall give notice to the other party, by telecopy, when they,\nrespectively, have satisfied all of the conditions to the other party's\nobligation to close for which they, respectively, are responsible (a \"Conditions\nNotice\").\n\n 5.4 Forbearances. Prior to Closing, neither LCA, on the one hand, nor\nRCII, on the other, shall, without the prior written consent of the other party:\n\n 5.4.1O ther than in the Ordinary Course of Business incur any\n indebtedness for borrowed money, assume, guarantee, endorse or otherwise\n become responsible for the obligations of any other Person, or make any\n loan or advance to any other Person;\n\n 5.4.2 Issue or grant any rights with respect to issuance of, any\n shares of its capital stock, or adjust, split, combine or reclassify any\n capital stock, make, declare or pay any dividend or make any other\n distribution\n\n\n -19-\n\n 25\n\n\n\n on, or redeem, purchase or otherwise acquire, any shares of its capital\n stock, except for issuance of shares of LCA Common Stock or RCII Common\n Stock, as the case may be, pursuant to the exercise of stock options\n outstanding on the date of this Agreement and which (a) in the case of\n LCA, are listed on Section 4.2.1 and or 4.2.4 of the LCA Disclosure\n Schedule and (b) in the case of RCII are contemplated under Section 5.11\n hereof, and except that LCA may grant options in the Ordinary Course of\n Business under the LCA Option Plans to directors and employees, except\n executive employees listed in the LCA Proxy Statement;\n\n 5.4.3O ther than in the Ordinary Course of Business sell, transfer,\n mortgage, encumber or otherwise dispose of any of its properties or\n assets, or cancel, release or assign any indebtedness to any Person;\n\n 5.4.4 Make any material investment in another Person, either by\n purchase of stock or securities, contributions to capital, property\n transfers or otherwise;\n\n 5.4.5 Except in the Ordinary Course of Business, enter into, amend\n or terminate any material contracts or agreements, including, without\n limitation, any agreements of employment, stock or asset sale,\n acquisition, merger, consolidation or other business acquisition,\n disposition or combination, or make any change in any material leases or\n contracts; or\n\n 5.4.6 Amend its Certificate of Incorporation or By-Laws.\n\n 5.5 No Transactions in LCA Common Stock. Except as otherwise expressly\npermitted by this Agreement, neither LCA nor any of its Affiliates, nor Summit\nnor any of its Affiliates, shall have engaged in any transactions directly or\nindirectly involving LCA Common Stock, including, without limitation, purchases,\nsales, transfers, dispositions, transactions in derivatives, pledges or grants\nof options, proxies or voting rights.\n\n 5.6 Advice of Changes. The parties shall promptly advise the other party\nof any change or event having a Material Adverse Effect on it (with respect to\nSummit solely relating to RCII) or which it believes would or would be\nreasonably likely to cause or constitute a material breach of any of their\nrespective representations, warranties or covenants hereunder.\n\n 5.7 No Restrictions on Summit's Conduct of Business. LCA acknowledges\nand agrees that the covenants, obligations and restrictions contained in this\nArticle V and elsewhere in this Agreement, as they relate to activities\ninvolving Summit, relate solely to Summit in its capacity as shareholder of\nRCII, and not generally to Summit and its business and assets. Except as\nexpressly provided herein, there shall be no express or implied limitation on\nSummit's ability to\n\n -20-\n\n 26\n\n\n\nconduct its business, other than as it relates solely to RCII, whether or not in\nthe Ordinary Course of Business.\n\n 5.8 Public Announcement. Neither Summit and RCII, on the one hand, nor\nLCA, on the other, nor any of their respective officers, employees,\nrepresentatives or agents, will make any public announcement or issue any press\nrelease regarding this Agreement and the transactions contemplated hereby,\nwithout the advance consent of the other party, provided, however, that any\nparty may make any announcements that, upon advice of counsel and after notice\nto the other party, it believes to be necessary to comply with the disclosure\nobligations under any federal or state securities laws or the rules and\nregulations of any self-regulatory organization by which such party is bound.\n\n 5.9 HSR Act Compliance. Each of Summit and LCA represents that it has \nsent for filing with the Federal Trade Commission and the United States\nDepartment of Justice a Premerger Notification and Report Form with respect to\nthe Acquisition. Summit and LCA shall each prepare and file all such other\ndocuments with the Federal Trade Commission and the United States Department of\nJustice as are required for the parties to comply with the HSR Act, and shall\npromptly furnish all material thereafter requested by any of the regulatory\nagencies having jurisdiction over such filings. Each of the parties represents\nthat it has not requested an acceleration of the applicable waiting period under\nthe HSR Act, and agrees that it shall not make such a request for acceleration\nunless the parties shall mutually agree to make such request.\n\n 5.10 LCA SEC Reports. Any reports, forms and other documents filed by LCA\nwith the SEC after the date of this Agreement (a) will be prepared in all\nmaterial respects in accordance with, and will comply with, the requirements of\nthe 1933 Act or the 1934 Act, as the case may be, and (b) will not at the time\nthey are filed contain any untrue statement of a material fact or omit to state\na material fact required to be stated therein or necessary in order to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading.\n\n 5.11 RCII Option Holders. RCII shall use its reasonable best efforts to\ncause each of the holders (the \"Option Holders\") of options to purchase shares\nof RCII Common Stock (the \"RCII Options\") to exercise the RCII Options and\nacquire shares of RCII Common Stock (the \"Option Shares\") and sell the Option\nShares to LCA simultaneously with consummation of the Acquisition. Any Option\nHolder so electing (a \"Selling Shareholder\") shall, as of the Closing Date, (a)\nsell, assign and transfer the Option Shares (the \"Selling Shareholder Shares\")\nto LCA for the Stock Consideration contemplated under Section 2.3 hereof, (b)\nmake the representations and warranties to LCA contained in Sections 3.1.3 and\n3.4.1, revised to relate solely to the Selling Shareholders, upon LCA making to\nthem the representations and warranties contained in Sections 4.2.5 and 4.10\nhereof and agreeing to register the shares of LCA Common Stock\n\n -21-\n\n 27\n\n\n\nconstituting the Stock Consideration pursuant to the Selling Shareholder\nRegistration Statement as provided in Section 9.4 hereof, and (c) deliver to LCA\na stock certificate representing the Selling Shareholder's Option Shares, duly\nendorsed for transfer. LCA agrees to include all shares of LCA Common Stock\nconstituting the Stock Consideration (the \"Selling Shareholder Registrable\nShares\") in a registration statement under the 1933 Act to permit resale of such\nSelling Shareholder Registrable Shares by the Selling Shareholders, as provided\nin Section 9.4 hereof.\n\n 5.12 NASDAQ Listing. LCA shall apply for and use its best efforts to\nobtain, prior the Closing Date, a listing for the trading of the LCA Common\nStock (including the shares of LCA Common Stock that constitute the Stock\nConsideration) on the NASDAQ National Market System.\n\n 5.13 Business Restrictions. Prior to the date that is the earlier of (i)\nthree (3) years after the date of this Agreement, and (ii) the expiration of the\nShareholders' Agreement, Summit shall not own or operate laser vision correction\ncenters. This shall not, however, restrict Summit in any way from providing\nsupport services to its customers, including without limitation, leasing of\nlaser systems, marketing support and results analysis.\n\n ARTICLE VI\n\n CONDITIONS TO LCA'S\n OBLIGATION TO CLOSE\n\n The obligation of LCA to consummate the Acquisition and the other\ntransactions contemplated by this Agreement is subject to satisfaction or waiver\nby LCA, on or prior to the Closing Date, of the following conditions:\n\n 6.1 Representations and Warranties; Covenants. The representations and\nwarranties of Summit set forth in this Agreement shall be true and correct in\nall material respects as of the date of this Agreement and (except to the extent\nsuch representations and warranties speak as of an earlier date) as of the\nClosing Date, as though made on and as of the Closing Date, except as\ncontemplated in Section 5.11 hereof. RCII and Summit shall have complied with\nall of their obligations under this Agreement which are to be performed or\ncomplied with by them on or prior to the Closing, including without limitation\ncovenants contained in Article V hereof. LCA shall have received an officer's\ncertificate signed on behalf of Summit to the foregoing effect.\n\n 6.2 RCII Cash Balance. RCII shall have a cash balance of not less than\nTen Million Dollars ($10,000,000) on the Closing Date.\n\n 6.3 Third Party Consents. Summit and RCII shall have obtained the third\nparty consents to the Acquisition called for under those RCII Material Contracts\nidentified in Section 3.12 of the RCII Disclosure Schedule.\n\n -22-\n\n\n 28\n\n\n\n 6.4 No Injunctions or Restraints; Illegality. No order, injunction or\ndecree issued by any court or agency of competent jurisdiction or other legal\nrestraint or prohibition preventing the consummation of the Acquisition or any\nof the other transactions contemplated by this Agreement shall be in effect. No\nstatute, rule, regulation, order, injunction or decree shall have been enacted,\nentered, promulgated or enforced which prohibits, restricts or makes illegal\nconsummation of the Acquisition or any of the other transactions contemplated by\nthis Agreement.\n\n 6.5 Deliveries at Closing. At Closing, Summit and RCII shall have\nexecuted and delivered all of the agreements, instruments and documents, and\nmade other deliveries, required of them under Section 8.1 and such other\nagreements, instruments and documents LCA may reasonably request in order to\nfulfill the intents and purposes of this Agreement.\n\n 6.6 No Material Adverse Change. Without limiting the generality of\nSection 6.1, since the Most Recent RCII Fiscal Year End, no Material Adverse\nEffect with respect to RCII shall have occurred, nor shall any event or events\nhave occurred which could reasonably be expected, individually or in the\naggregate, to have a Material Adverse Effect on RCII. LCA shall have received an\nofficer's certificate signed on behalf of Summit to the foregoing effect.\n\n 6.7 HSR Act. The waiting period under the HSR Act shall have expired and\nthere shall not be any outstanding order of a court of competent jurisdiction\nrestraining the consummation of the transactions contemplated hereby.\n\n 6.8 RCII Stock. As of the Closing Date, (a) Summit shall own no less\nthan ninety six percent (96%) of the then issued and outstanding shares of RCII\nCommon Stock and (b) any Selling Shareholders shall have complied with the\nobligations set forth in Section 5.11(a), (b) and (c) hereof.\n\n\n\n ARTICLE VII\n\n CONDITIONS TO SUMMIT'S AND RCII'S\n OBLIGATION TO CLOSE\n\n The obligation of RCII and Summit to consummate the Acquisition and the\nother transactions contemplated by this Agreement is subject to satisfaction or\nwaiver by Summit and RCII, on or prior to the Closing Date, of the following\nconditions:\n\n 7.1 Representations and Warranties; Covenants. The representations and\nwarranties of LCA set forth in this Agreement shall be true and correct in all\nmaterial respects as of the date of this Agreement and (except to the extent\nsuch\n\n -23-\n\n 29\n\n\n\nrepresentations and warranties speak as of an earlier date) as of the Closing\nDate, as though made on and as of the Closing Date. LCA shall have complied with\nall of its obligations under this Agreement which are to be performed or\ncomplied with by it on or prior to the Closing, including without limitation\ncovenants contained in Article V hereof. RCII and Summit shall have received an\nofficer's certificate signed on behalf of LCA to the foregoing effect.\n\n 7.2 Board of Directors. The Board of Directors of LCA shall consist of\nthe following five (5) members: Stephen N. Joffe, John C. Hassan, John H.\nGutfreund, Ronald Herskowitz and William O. Coleman. If Ronald Herskowitz shall\nnot have become employed by LCA pursuant to the Employment Documents, he shall\nnot serve as a director of LCA and the fifth director shall be mutually agreed\nto between LCA and Summit.\n\n 7.3 Restructuring of Bank Debt. LCA shall have restructured its bank\nindebtedness in a manner acceptable to Summit in its sole discretion. Without\nlimiting the generality of the foregoing, the restructured facility will not be\nacceptable to Summit unless it has a maturity date of not less than thirteen\n(13) months from the date of restructuring, provides for LCA property to serve\nas collateral only for indebtedness as to which LCA is the sole, primary obligor\nand permits borrowings of not less than the current facility.\n\n 7.4 Shareholder Debt. LCA shall not have repaid any of the Shareholder\nDebt (including payments of principal and interest) from and after the date of\nthis Agreement through the Closing Date and LCA shall have delivered to Summit,\non or prior to the Closing Date, evidence that the instruments representing\nShareholder Debt have been legended as required by Section 9.3.\n\n 7.5 No Injunctions or Restraints; Illegality. No order, injunction or\ndecree issued by any court or agency of competent jurisdiction or other legal\nrestraint or prohibition preventing the consummation of the Acquisition or any\nof the other transactions contemplated by this Agreement shall be in effect. No\nstatute, rule, regulation, order, injunction or decree shall have been enacted,\nentered, promulgated or enforced which prohibits, restricts or makes illegal\nconsummation of the Acquisition or any of the other transactions contemplated by\nthis Agreement.\n\n 7.6 Deliveries at Closing. At Closing, LCA shall have executed and\ndelivered all of the agreements, instruments and documents, and made other\ndeliveries, required of them under Section 8.2 and such other agreements,\ninstruments and documents RCII and Summit may reasonably request in order to\nfulfill the intents and purposes of this Agreement.\n\n 7.7 No Material Adverse Change. Without limiting the generality of\nSection 7.1, since the Most Recent LCA Fiscal Year End, no Material Adverse\nEffect with respect to LCA shall have occurred, nor shall any event or events\nhave occurred which could reasonably be expected, individually or in the\n\n -24-\n\n 30\n\n\n\naggregate, to have a Material Adverse Effect on LCA. RCII and Summit shall have\nreceived an officer's certificate signed on behalf of LCA to the foregoing\neffect.\n\n 7.8 HSR Act. The waiting period under the HSR Act shall have expired and\nthere shall not be any outstanding order of a court of competent jurisdiction\nrestraining the consummation of the transactions contemplated hereby.\n\n 7.9 Rights and Preferences of Interim Series Preferred Stock. LCA shall\nhave amended, and shall have obtained all necessary consents and taken all\nnecessary corporate action to amend the Certificates of Designations,\nPreferences and Rights (the \"Certificates of Designations\") of the Interim\nSeries Preferred Stock to (i) establish the \"per share Conversion Price of\nInterim Series Class B Preferred Stock\" in Section 4(a) of the Certificates of\nDesignations at Three and 50\/100 Dollars ($3.50) per share, (ii) to delete\nSection 4(b) from the Certificates of Designations, and (iii) to delete the two\nparenthetical phrases in Section 4(c) of the Certificates of Designations.\n\n\n\n ARTICLE VIII\n\n DELIVERIES AT CLOSING\n\n 8.1 Summit and RCII Deliveries. At the Closing, Summit shall deliver \nthe following, duly executed:\n\n 8.1.1 Certificate of an officer of Summit contemplated under\n Sections 6.1 and 6.6.\n\n 8.1.2 One or more stock certificates representing the shares of\n Subject Stock acquired by LCA, duly endorsed for transfer.\n\n 8.1.3 An opinion of Goldstein & Manello, P.C., counsel to Summit \n and RCII, dated as of the Closing Date and addressed to LCA, substantially\n in the form attached as Exhibit A hereto.\n\n 8.1.4 Contracts pursuant to which Summit will provide maintenance\n services to LCA for all Summit excimer laser systems owned or leased by\n LCA as of the Closing Date, including without limitation those owned or\n leased by LCA and by RCII prior to the Acquisition, such contracts to be\n in Summit's standard form (the \"Service Contracts\"). The Service Contracts\n shall have a term of three (3) years and require fees of $80,000 per laser\n system for such three (3) year period. Notwithstanding the foregoing, with\n respect to no more than five (5) such service contracts, if during the\n term of a service contract LCA\n\n -25-\n\n 31\n\n\n\n discontinues all use of the laser system subject to a service contract\n (except in connection with the closing of a laser vision correction\n center), and does not replace such laser system, either at the original\n location of such laser system or at a new location, with any Summit\n excimer laser system, then LCA may terminate such contract.\n\n 8.1.5 A shareholders' agreement between Summit, Stephen N. Joffe,\n Sandra F.W. Joffe and any holder of five percent (5%) or more of LCA\n Common Stock in the form attached as Exhibit B (the \"Shareholders'\n Agreement\").\n\n 8.1.6 The Registration Rights Agreement in the form attached as \n Exhibit C.\n\n 8.1.7 The documents contemplated under Section 5.11.\n\n 8.2 LCA Deliveries. At the Closing, LCA shall deliver the following,\nduly executed:\n\n 8.2.1 Certificate of an officer of LCA contemplated under\n Sections 7.1 and 7.7.\n\n 8.2.2 One or more certificates representing the Stock \n Consideration, issued in the names and amounts designated by Summit no\n less than three (3) business days prior to the Closing.\n\n 8.2.3 An opinion of Dinsmore & Shohl, L.L.P., counsel to LCA, dated\n as of the Closing Date and addressed to Summit and RCII, substantially in\n the form attached as Exhibit D hereto.\n\n 8.2.4 The Service Contracts.\n\n 8.2.5 The Shareholders' Agreement.\n\n 8.2.6 The Registration Rights Agreement.\n\n 8.2.7 The Employment Documents in the form attached as Exhibit E\n hereto, provided that LCA shall be relieved of its obligation to execute\n and deliver the Employment Documents if Mr. Herskowitz does not, at or\n prior to the Closing, execute the Employment Documents.\n\n -26-\n\n 32\n\n\n\n ARTICLE IX\n\n POST-CLOSING OBLIGATIONS\n\n 9.1 Upgrade of Summit Laser Systems. Summit shall, at LCA's request, and\nsubject to the execution and delivery of Summit's standard sales contract,\nupgrade any Summit Apex laser system to an Apex Plus laser system. The charge\nper system for any such upgrade shall be the lesser of (a) Fifty Five Thousand\nDollars ($55,000) and (b) Summit's cost of the upgrade.\n\n 9.2 Release of Summit Guaranties. LCA shall use its best efforts to \nobtain releases of Summit's guaranties of RCII real estate leases, as identified\nin Section 3.12 of the RCII Disclosure Schedule, including without limitation,\noffering its own guaranties in place of Summit's. LCA shall indemnify, defend\nand hold Summit harmless from and against any Liabilities Summit may incur from\nand after the Closing Date with respect to any such guaranties from which it has\nnot been released.\n\n 9.3 Payment of LCA Shareholder Debt. Regardless of the payment terms\ncontained in the instruments representing the LCA Shareholder Debt, LCA shall\nnot make principal payments under the LCA Shareholder Debt unless the earnings\nof LCA for the prior fiscal year (before taxes, amortization of goodwill and\ndepreciation, net of capital expenditures for such fiscal year) exceeded One\nMillion Dollars ($1,000,000), and then payment may be made only to the extent of\ntwenty-five percent (25%) of such excess. LCA shall cause the instruments\nrepresenting the LCA Shareholder Debt to contain a legend to the effect of the\nforegoing.\n\n 9.4 Registration of Distribution Shares and Selling Shareholder \nRegistrable Shares.\n\n 9.4.1 Within sixty (60) days of the Closing, LCA shall prepare,\n file and cause to become effective one or more registration statements\n under the 1933 Act registering (a) the Distribution Shares for\n distribution by Summit pro rata to its shareholders (the \"Distribution\n Shares Registration Statement\"), and (b) the Selling Shareholder\n Registerable Shares (either separately or in combination with the\n Distribution Shares Registration Statement the \"Selling Shareholders\n Registration Statement\"). If LCA is unable, after using its best efforts\n throughout such sixty-day period, to cause the Distribution Shares\n Registration Statement and\/or the Selling Shareholders Registration\n Statement to become effective, the sixty-day period shall be extended for\n an additional thirty (30) days, provided that LCA continues to use its\n best efforts to bring about such effectiveness throughout such additional\n thirty-day period.\n\n 9.4.2 LCA shall consult with Summit throughout the registration\n process, and shall permit Summit to (a) review and comment upon all\n\n\n -27-\n\n 33\n\n\n\n drafts of the Registration Statements and preliminary and final\n prospectuses contained therein, and all amendments and supplements\n thereto, prior to filing with the SEC, and(b) conduct such due diligence\n regarding the combined business operations of LCA and RCII as Summit, in\n its reasonable discretion, shall determine to be necessary and\n appropriate, including, without limitation, the inspection and copying of\n corporate documents of LCA. The Registration Statements, and the\n preliminary and final prospectuses contained therein, and all amendments\n and supplements thereto, shall be satisfactory in form and substance to\n Summit and its counsel before being filed.\n\n 9.4.3 Unless application of state securities laws (other than\n anti-fraud laws and filing requirements) is preempted by federal\n legislation under the National Securities Markets Improvement Act of 1996,\n LCA further shall register or otherwise qualify the Distribution Shares\n and the Selling Shareholder Registrable Shares covered by the Registration\n Statements under the applicable securities or \"blue sky\" laws of those\n jurisdictions which purport to regulate distributions of securities as\n contemplated by the Registration Statements.\n\n 9.4.4 LCA further shall (a) furnish to Summit a copy of all \n documents filed and all correspondence from and to the SEC in connection\n with the Registration Statements, (b) insure the obtaining of any\n necessary approvals from the National Association of Securities Dealers,\n Inc. and (c) cause the Distribution Shares and the Selling Shareholder\n Registrable Shares to be listed with NASDAQ.\n\n 9.4.5 LCA shall use its best efforts to maintain the effectiveness\n of the Registration Statements until all of the Distribution Shares have\n been distributed by Summit to its shareholders and then, if later, until\n the earlier to occur of (a) completion of the sale of all Selling\n Shareholder Registrable Shares registered thereunder and (b) one year from\n the effective date of the Selling Shareholders Registration Statement. LCA\n shall promptly notify Summit of any material event or change in\n circumstances that renders any Registration Statement or prospectus\n incomplete, inaccurate or misleading in any material way, and LCA promptly\n will amend the Registration Statements and the prospectuses contained\n therein as and to the extent necessary to comply with all applicable\n securities laws.\n\n 9.4.6 All expenses of such registration, including without \n limitation filing and registration fees and expenses of complying with\n state securities laws, shall be borne by LCA.\n\n 9.4.7 LCA shall effect the registration of the Distribution Shares\n in accordance with Summit's intended method of distribution to its\n shareholders.\n\n\n -28-\n\n 34\n\n\n\n 9.4.8 In connection with the Distribution Shares Registration\n Statement and the Selling Shareholders Registration Statement, LCA shall\n provide to Summit and the Selling Shareholders such representations,\n warranties, covenants, indemnifications, opinions of counsel, accountants'\n \"comfort letters\" (if obtainable) and such other protections as are\n customarily provided to underwriters and selling shareholders, as the case\n may be, in public underwritten offerings, including but not limited to,\n those provided in Section 7 of the Registration Rights Agreement.\n\n 9.4.9 LCA shall, as promptly as practicable, notify Summit, at any\n time when a prospectus relating to the sale of the Distribution Shares is\n required by law to be delivered in connection with sales by an underwriter\n or dealer, of the occurrence of any event requiring the preparation of a\n supplement or amendment to such prospectus so that, as thereafter\n delivered to the purchasers of the registered Distribution Shares, such\n prospectus will not contain an untrue statement of a material fact or omit\n to state any material fact required to be stated therein or necessary to\n make the statements therein, in the light of the circumstances under which\n they were made, not misleading, and as promptly as practicable make\n available to Summit and to the underwriters any such supplement or\n prospectus.\n\n 9.5 NASDAQ Listing. If the LCA listing for the trading of the LCA Common\nStock (including the shares of LCA Common Stock that constitute the Stock\nConsideration) on the NASDAQ National Market System has not been completed prior\nto Closing, LCA shall continue to use its best efforts to obtain such listing as\nsoon as practicable after the Closing.\n\n 9.6 Compliance With SEC Disclosure Requirements. From and after the\nClosing Date and with respect solely to the Acquisition and the other\ntransactions contemplated by this Agreement, each of LCA and Summit shall comply\nwith all disclosure obligations under any federal or state securities laws or\nthe rules and regulations of any self-regulatory organization by which such\nparty is bound. At all times that LCA has a class of equity securities\nregistered under the 1934 Act, LCA shall comply with all disclosure obligations\nunder any federal or state securities laws or the rules and regulations of any\nself-regulatory organization by which LCA is bound.\n\n 9.7 Distribution of Distribution Shares. Subject to compliance with\nSection 9.4 hereof, Summit shall, as soon as practicable after the effective\ndate of the Distribution Shares Registration Statement, distribute to its\nshareholders, as a dividend, the Distribution Shares.\n\n 9.8 Occupancy of Summit Space. RCII may continue to occupy the space it\ncurrently occupies at Summit's facility at 21 Hickory Drive, Waltham,\n\n\n -29-\n\n 35\n\n\n\nMassachusetts for ninety (90) days after the Closing Date, upon such terms and\nconditions to which the parties shall mutually agree. During such period, LCA\nshall use its best efforts to obtain alternate space and to relocate RCII.\n\n 9.9 Post-Approval Support Services. After the Closing Date, LCA shall\ncause RCII to continue to comply with its existing obligations to Summit to\nprovide post-approval support services, related to Summit's obligation to\nprovide information to the U.S.\nFood and Drug Administration.\n\n 9.10 Interim Series Preferred Stock. LCA shall not amend the rights and\npreferences of the Interim Series Preferred Stock without Summit's prior written\napproval in each instance for a period commencing on the date of this Agreement\nand terminating on the earlier of (i) five (5) years from the date of this\nAgreement and (ii) the date on which Summit owns less than 5% of LCA's\noutstanding Common Stock.\n\n 9.11 Access to Records. After the Closing Date, LCA shall have the right\nto review and copy, at reasonable times on reasonable notice to Summit, RCII\nrecords which predate the Closing Date.\n\n\n\n ARTICLE X\n\n INDEMNIFICATION; BREACH\n\n 10.1 Indemnity Obligations of Summit. Summit hereby agrees to indemnify\nand hold LCA harmless from, and to reimburse LCA for, any and all losses,\ndamages, deficiencies, claims, liabilities, obligations, suits, actions, fees,\ncosts, penalties, charges and expenses (including, without limitation,\nreasonable attorneys' fees) of any nature whatsoever (collectively, \"Losses\"),\nsuffered or incurred by LCA resulting from or in connection with breach of any\nrepresentation, warranty, covenant or agreement of Summit contained in this\nAgreement or any document, agreement, instrument or certificate delivered or\nfiled pursuant hereto.\n\n 10.2 Indemnity Obligations of LCA. LCA hereby agrees to indemnify and \nhold Summit harmless from, and to reimburse Summit for, any and all Losses\nsuffered or incurred by Summit resulting from or in connection with breach of\nany representation, warranty, covenant or agreement of LCA contained in this\nAgreement or any document, agreement, instrument or certificate delivered or\nfiled pursuant hereto.\n\n 10.3 Procedures for Indemnification for Third Party Claims. If any third\nparty shall make a claim for which Summit or LCA is entitled to indemnification\nunder Section 10.1 or 10.2 hereof, the following procedures shall apply:\n\n -30-\n\n\n 36\n\n\n\n 10.3.1 Within thirty (30) days after receipt by an Indemnified Party\n of any third party notice of any demand, claim or circumstance that, with\n the lapse of time, would or could give rise to a claim or the commencement\n (or threatened commencement) of any action, proceeding or investigation\n with respect to which the Indemnified Party intends to seek\n indemnification hereunder (\"Asserted Liability\"), the Indemnitee shall\n give notice thereof (the \"Claims Notice\") to the Indemnifying Party. The\n Claims Notice shall describe the Asserted Liability in reasonable detail\n and shall indicate the amount (estimated, if necessary) of the\n indemnification claim that is being or may be asserted by the Indemnified\n Party.\n\n 10.3.2 Promptly after receipt of a Claims Notice, but no later than\n fifteen (15) days after such receipt, the Indemnifying Party shall proceed\n to compromise or defend such Asserted Liability at its own expense,\n employing counsel of its own choosing reasonably satisfactory to the\n Indemnified Party. The Indemnifying Party shall immediately notify the\n Indemnified Party of the initiation of such compromise or defense, and\n shall keep the Indemnified Party informed as to the status and progress of\n such compromise or defense. The Indemnified Party shall reasonably\n cooperate in the compromising of or the defending against such Asserted\n Liability, and shall have the right to participate in any such compromise\n or defense, and such participation shall not limit, impair or affect its\n rights to indemnification hereunder. If within fifteen (15) days after\n delivery of the Claims Notice, the Indemnified Party has not received from\n the Indemnifying Party any notice of the initiation of the defense or\n compromise of the Asserted Liability, the Indemnified Party shall be free\n to compromise or defend the Asserted Liability at its sole election at the\n expense and risk of the Indemnifying Party, and with full right of\n indemnification as provided herein.\n\n 10.3.3 If any Indemnifying Party reasonably determines that its\n interests in any Asserted Liability conflict or may conflict with those of\n any Indemnifying Party, it may retain separate counsel and separately\n participate in the defense or compromise of any Asserted Liability, with\n full right of indemnification with respect to any expense related thereto,\n including attorney's fees.\n\n 10.3.4 All parties shall make available to each other party any \n books, records or other documents within its control which are necessary\n or useful for the defense or compromise of any Asserted Liability, and\n shall in all cases cooperate fully with one another in the defense or\n compromise of any Asserted Liability. In the event that the interests of\n any one or more parties conflict with the interests of any one or more\n other parties, such cooperation shall not be required if it would\n jeopardize the defense of any such party or parties.\n\n -31-\n\n 37\n\n\n\n 10.4 Claims by Summit or LCA. Summit and LCA shall be entitled to bring a\ndirect claim against the other in connection with any breach of any provision of\nthis Agreement, including without limitation, any claim for indemnification for\nany such breach under Section 10.1 or 10.2 hereof, as the case may be.\n\n 10.5 Survival of Representations and Warranties. All representations and\nwarranties and, except as otherwise contemplated in this Agreement, all\ncovenants and agreements of the parties contained in or made pursuant to this\nAgreement, and the rights of the parties to seek indemnification with respect\nthereto, or otherwise to seek recovery with respect to a breach thereof, shall\nsurvive the Closing and shall expire eighteen (18) months after the Closing\nDate. The expiration of indemnification rights shall not relate to any claim\nmade by an Indemnified Party or claiming party under Section 10.3 or 10.4 until\nsuch claim has been fully and finally resolved.\n\n 10.6 Limitations on Indemnification and Damages. An Indemnifying Party,\nboth in its capacity as an indemnitor and as a party to this Agreement, shall\nnot be liable to an Indemnified Party, both in its capacity as an indemnitee and\nas a party to this Agreement, unless the aggregate amount of all Losses suffered\nby the Indemnified Party in any capacity exceed $2,000,000 (the \"Claims\nBasket\"), and shall not be liable for any individual Loss suffered by the\nIndemnified Party in any capacity unless the amount of such Loss exceeds\n$200,000 (the \"Claims Minimum\"). At such time as the Claims Basket has been\nexceeded, the Indemnifying Party shall be liable to the Indemnified Party for\nall Losses that are in excess of the Claims Minimum, without further reference\nto the Claims Basket. Notwithstanding the foregoing, claims by an Indemnified\nParty under Sections 3.2 , 3.4.1, 4.2 and 4.10 of this Agreement shall not be\nsubject to the Claims Basket.\n\n 10.7 Subrogation. Any Indemnifying Party which indemnifies an Indemnified\nParty for any matter pursuant to this Article X shall, upon payment in full of\nthe amount owed with respect to such matter, be subrogated to the rights of such\nIndemnified Party against all other Persons with respect to such matter, and, in\nits own name or in the name of the Indemnified Party, may assert any claim\nagainst any such Person with the Indemnified Party may have with respect\nthereto.\n\n -32-\n\n\n 38\n\n\n\n ARTICLE XI\n\n TERMINATION\n\n This Agreement may be terminated in the following manner:\n\n 11.1 Mutual Agreement. The parties may terminate this Agreement by\nmutual written agreement.\n\n 11.2 Termination for Breach. Summit and RCII, on the one hand, and LCA, \non the other, may terminate this Agreement at any time prior to the Closing if\nthere has been (a) a material breach of a representation or warranty of the\nother party to this Agreement or (b) a material breach of a covenant, agreement\nor undertaking to be performed by the other party under this Agreement. Any\nparty seeking to terminate this Agreement under this Section 11.2 shall give\nwritten notice to the other party specifying the basis for the claim of breach,\nand the party receiving such notice shall have fifteen (15) days to attempt to\ncure such breach, unless the Outside Closing Date is less than fifteen days\nafter the date of such notice, in which case the receiving party shall have\nthrough the Outside Closing Date to attempt such cure.\n\n 11.3 Failure of Condition Precedent. Summit and RCII, on the one hand,\nand LCA, on the other, may terminate this Agreement as of the Outside Closing\nDate, if any of the conditions precedent to such party's obligation to close\nhave not been met on or prior to the Outside Closing Date.\n\n 11.4 Effect of Termination. Upon any termination of this Agreement, this\nAgreement shall terminate and be of no further force and effect without any\nfurther liability of any party, provided, however, that no termination of this\nAgreement shall relieve or release any of the parties hereto from liability with\nrespect to any breaches or violations of any representations, warranties,\ncovenants or agreements contained in this Agreement.\n\n ARTICLE XII\n\n MISCELLANEOUS\n\n 12.1 Fees and Expenses. Each party to this Agreement shall bear its own\nexpenses, including, without limitation, legal expenses, incurred in connection\nwith the negotiation, drafting and consummation of the Agreement and like\nmatters. Notwithstanding the foregoing, LCA shall pay all stock transfer Taxes,\nsales Taxes, documentary stamp Taxes, recording charges and other similar Taxes\narising with respect to the transactions consummated under this Agreement.\nSummit hereby represents that it has paid the filing fees required to be paid\nunder the HSR Act.\n\n -33-\n\n 39\n\n\n\n 12.2 Governing Law. This Agreement shall be governed by, and construed in\naccordance with, the laws of the State of Delaware without application of\nprinciples of conflict of laws, any suit for the enforcement of this Agreement\nmay be brought in the courts of such state and all parties consent to the\nexclusive jurisdiction of such courts and to service of process in any such suit\nbeing made upon any party by mail at their respective addresses set forth in\nbelow.\n\n 12.3 Notices. All notices hereunder shall be in writing and shall be \ndeemed to have been duly given (i) when delivered in hand, (ii) five (5)\nbusiness days after dispatch by certified mail, postage prepaid, return receipt\nrequested, (iii) one (1) business day after dispatch via a courier service which\nguaranties delivery within one business day or (iv) upon receipt of confirmation\nof a telecopy to a party, in each case to the parties at their respective\naddresses set forth below, or to such other address as a party may specify by\nnotice:\n\n<\/pre>\n
\n
\nIf to Summit or RCII: If to LCA<\/p>\nSummit Technology, Inc. LCA-Vision, Inc.
\n21 Hickory Drive 7840 Montgomery Road
\nWaltham, MA 02154 Cincinnati, OH 45236
\nAttn: Chief Executive Officer Attn: President<\/p>\n
with a copy to: with a copy to:<\/p>\n
Goldstein & Manello, P.C. Dinsmore & Shohl, L.L.P.
\n265 Franklin Street 1900 Chemed Center
\nBoston, MA 02110 255 East Fifth Street
\nAttn: Lauren Jennings, Esq. Cincinnati, OH 45202-3172
\n Attn: Charles F. Hertlein, Jr., Esq.
\n<\/c><\/s><\/table>\n
12.4 Waiver. All of the parties hereby waive any rights they may have for
\na rescission of the Acquisition and the other transactions contemplated by this
\nAgreement, whether by reason of a claim under securities laws, common law,
\ncontract or otherwise. Waiver of any provision of this Agreement, in whole or in
\npart, in any one instance shall not constitute a waiver of any other provision
\nin the same instance, nor any waiver of the same or another provision in another
\ninstance, but each provision shall continue in full force and effect with
\nrespect to any other then-existing or subsequent breaches.<\/p>\n
12.5 Binding Effect. This Agreement shall bind and inure to the benefit
\nof the parties hereto and their respective successors, heirs, representatives
\nand assigns, except that no party may delegate any of his or its obligations
\nunder this Agreement or assign this Agreement without the prior written consent
\nof the other party.<\/p>\n
-34-<\/p>\n
40<\/p>\n
12.6 Entire Agreement. This Agreement, together with the Confidentiality
\nAgreement dated October 18, 1996 (the “Confidentiality Agreement”), the
\nShareholders’ Agreement and the Registration Rights Agreement constitutes the
\nentire agreement between the parties hereto with respect to its subject matter,
\nsuperseding all prior negotiations, communications, contracts and other
\nagreements, courses of dealing and the like between or among the parties.<\/p>\n
12.7 Survival of Confidentiality Agreement. The Confidentiality Agreement
\nshall survive execution of this Agreement and shall remain binding on the
\nparties hereto through any Closing and any termination of this Agreement, in
\naccordance with its terms.<\/p>\n
12.8 Severability. If any provision or provisions of this Agreement shall
\nbe held to be invalid, illegal or unenforceable, the validity, legality and
\nenforceability of the remaining provisions shall not in any way be affected or
\nimpaired thereby and this Agreement shall be interpreted as if such provision or
\nprovisions were not a part hereof.<\/p>\n
12.9 Amendment. This Agreement may be amended, modified or terminated,
\nand any right under this Agreement may be waived in whole or in part, only by a
\nwriting signed by all parties hereto.<\/p>\n
12.10 Exhibits and Schedules. All Exhibits and Schedules to this Agreement
\nshall be incorporated in and deemed for all purposes a part of this Agreement.<\/p>\n
12.11 Third Party Beneficiaries. Nothing in this Agreement, whether
\nexpress or implied, is intended to or shall be deemed to confer upon any Person
\nother than the parties hereto any rights or remedies, under this Agreement or
\notherwise.<\/p>\n
12.12 Construction. The parties have participated jointly in the
\nnegotiation and drafting of this Agreement. In the event an ambiguity or
\nquestion of intent or interpretation arises, this Agreement shall be construed
\nas if drafted jointly by the parties and no presumption or burden of proof shall
\narise favoring or disfavoring any party by virtue of the authorship of any of
\nthe provisions of this Agreement.<\/p>\n
12.13 Counterparts. This Agreement may be executed in one or more
\ncounterparts, all of which shall constitute one and the same instrument.<\/p>\n
REMAINDER OF PAGE DELIBERATELY LEFT BLANK<\/p>\n
-35-<\/p>\n
41<\/p>\n
IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers,
\nhave executed this Agreement under seal, as of the day and year first above
\nwritten.<\/p>\n
SUMMIT TECHNOLOGY, INC. LCA-VISION INC.<\/p>\n
By: \/s\/Robert J. Palmisano By: \/s\/Stephen N. Joffe
\n __________________________ ___________________________
\n Robert J. Palmisano, Chief Stephen N. Joffe, President
\n Executive Officer<\/p>\n
REFRACTIVE CENTERS
\n INTERNATIONAL, INC.<\/p>\n
By: \/s\/Robert J. Palmisano
\n __________________________
\n Robert J. Palmisano, Chief
\n Executive Officer<\/p>\n
The undersigned shareholders of LCA-Vision, Inc. hereby execute this
\nAcquisition Agreement solely with respect to the obligations contained in
\nSections 7.9, 8.2.5 and 9.3.<\/p>\n
\/s\/Stephen N. Joffe
\n______________________________
\nStephen N. Joffe<\/p>\n
\/s\/Sandra F.W. Joffe
\n______________________________
\nSandra F.W. Joffe<\/p>\n
-36-<\/p>\n
42<\/p>\n
SCHEDULE A<\/p>\n
DEFINITIONS<\/p>\n
“Acquisition” has the meaning set forth in the recitals.<\/p>\n
“Affiliate” means any director, officer or ten percent or greater
\nstockholder of a corporate Person, and any entity controlled by or under common
\ncontrol with a Person, as well as a Person’s immediate family members.<\/p>\n
“Agreement” means this Acquisition Agreement dated July 23, 1997.<\/p>\n
“Asserted Liability” has the meaning set forth in Section 10.3.1.<\/p>\n
“Certificates of Designations” has the meaning set forth in Section 7.9.<\/p>\n
“Claims Basket” has the meaning set forth in Section 10.6.<\/p>\n
“Claims Minimum” has the meaning set forth in Section 10.6.<\/p>\n
“Claims Notice” has the meaning set forth in Section 10.3.1.<\/p>\n
“Closing” has the meaning set forth in Section 2.2.<\/p>\n
“Closing Date” has the meaning set forth in Section 2.2.<\/p>\n
“Code” means the Internal Revenue Code of 1986, as amended, and the rules
\nand regulations thereunder, as amended, and in the case of any referenced
\nsection of any such statute, rule or regulation, any successor section thereto.<\/p>\n
“Conditions Notice” has the meaning set forth in Section 5.3.<\/p>\n
“Confidentiality Agreement” has the meaning set forth in Section 12.6.<\/p>\n
“Distribution Shares” means those shares of the Stock Consideration that
\nSummit intends to distribute to its shareholders. The total number of
\nDistribution Shares shall be approximately Nine Million Seven Hundred Thirty Two
\nThousand Six Hundred Twenty One (9,732,621), but not less than Nine Million
\n(9,000,000).<\/p>\n
“Distribution Shares Registration Statement” has the meaning set forth in
\nSection 9.4.<\/p>\n
43<\/p>\n
“Employee Benefit Plans” means any employee pension plans (as defined in
\nSection 3(2) of the Employee Retirement Income Security Act of 1974, as amended
\n(“ERISA”)) and employee welfare plans (as defined in Section 3(1) of ERISA).<\/p>\n
“Employment Documents” means the documents setting forth the terms and
\nconditions of LCA’s employment of Ronald Herskowitz with RCII, including,
\nwithout limitation, his position, compensation package and stock options.<\/p>\n
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
\nas amended, and the regulations promulgated thereunder.<\/p>\n
“Indemnified Party” means a party seeking indemnification from the other
\nparty pursuant to Article X.<\/p>\n
“Indemnifying Party” means a party from whom indemnification is being
\nsought pursuant to Article X.<\/p>\n
“Interim Series Preferred Stock” has the meaning set forth in
\nSection 4.2.1.<\/p>\n
“Knowledge” means actual knowledge of a Person and any information that
\nPerson would have discovered by conducting a reasonable investigation of the
\nsubject matter as to which information is being sought, which investigation
\nshall include, without limitation, information obtained upon consultation with
\nexecutive officers of any corporation as to which Knowledge is imputed.<\/p>\n
“LCA Common Stock” means the class of common stock of LCA, $0.001 par
\nvalue per share, registered under Section 12(g) of the 1934 Act.<\/p>\n
“LCA Financial Statements” has the meaning set forth in Section 4.4.<\/p>\n
“LCA Material Contract” has the meaning set forth in Section 4.13.<\/p>\n
“LCA Option Plans” means the LCA-Vision Inc. 1995 Long-Term Stock
\nIncentive Plan and the LCA-Vision Inc. Directors’ Non-Discretionary Stock Option
\nPlan.<\/p>\n
“LCA Preferred Stock” has the meaning set forth in Section 4.2.1.<\/p>\n
“LCA Proxy Statement” has the meaning set forth in Section 4.5.11.<\/p>\n
“LCA SEC Reports” has the meaning set forth in Section 4.6.1.<\/p>\n
“LCA Shareholder Debt” has the meaning set forth in Section 4.11.<\/p>\n
“Liability” means any liability or obligation of a Person, whether
\nabsolute, accrued, contingent or otherwise, of a type and nature that would be
\nreported on<\/p>\n
-2-<\/p>\n
44<\/p>\n
a financial statement (including the notes thereto) prepared in accordance with
\ngenerally accepted accounting principles and would be material, whether
\nindividually or in the aggregate, to the consolidated financial condition or
\nbusiness of the Person taken as a whole.<\/p>\n
“Losses” has the meaning set forth in Section 10.1.<\/p>\n
“Material Adverse Effect” means any change in or effect on the assets,
\ncondition or prospects, financial or otherwise, of LCA or RCII, as the case may
\nbe, which, when considered either singly or in the aggregate together with all
\nother adverse changes or effects with respect to a party, is materially adverse
\nto LCA or RCII, as the case may be.<\/p>\n
“May Financial Statements” has the meaning set forth in Section 4.4.<\/p>\n
“Most Recent LCA Balance Sheet” means the balance sheet of LCA contained
\nwithin the LCA Financial Statements for the year ended December 31, 1996.<\/p>\n
“Most Recent LCA Fiscal Year End” has the meaning set forth in
\nSection 4.4.<\/p>\n
“Most Recent RCII Balance Sheet” means the balance sheet of RCII contained
\nwithin the RCII Financial Statements for the year ended December 31, 1996.<\/p>\n
“Most Recent RCII Fiscal Year End” has the meaning set forth in
\nSection 3.6.<\/p>\n
“NASDAQ” means the National Association of Securities Dealers Automated
\nQuotation System.<\/p>\n
“1933” Act” means the Securities Act of 1933, as from time to time
\namended.<\/p>\n
“1934 Act” means the Securities Exchange Act of 1934, as from time to time
\namended.<\/p>\n
“Ordinary Course of Business” means the ordinary course of business
\nconsistent with past custom and practice (including with respect to quantity and
\nfrequency).<\/p>\n
“Option Holders” has the meaning set forth in Section 5.11.<\/p>\n
“Option Shares” has the meaning set forth in Section 5.11.<\/p>\n
-3-<\/p>\n
45<\/p>\n
“Outside Closing Date” means forty-five (45) calendar days after execution
\nof this Agreement.<\/p>\n
“Per Share Consideration” means the quotient of (a) seventeen million
\nsixty five thousand five hundred seventy nine (17,065,579) divided by (b) the
\nsum of the number of shares of issued and outstanding RCII Common Stock on the
\nClosing Date plus the number of shares of RCII Common Stock into which options
\nto purchase shares of RCII Common Stock are exercisable on the Closing Date.<\/p>\n
“Person” means an individual, partnership, corporation, association, joint
\nstock company, trust, joint venture, unincorporated organization, or
\ngovernmental entity (or any department, agency, or political subdivision
\nthereof).<\/p>\n
“RCII Common Stock” means common stock of RCII, $0.01 par value per share.<\/p>\n
“RCII Financial Statements” has the meaning set forth in Section 3.6.<\/p>\n
“RCII Material Contracts” has the meaning set forth in Section 3.12.<\/p>\n
“RCII Options” has the meaning set forth in Section 5.11.<\/p>\n
“Registration Rights Agreement” has the meaning set forth in
\nSection 8.1.6.<\/p>\n
“Registration Statements” means the Distribution Shares Registration
\nStatement and the Selling Shareholders Registration Statement.<\/p>\n
“SEC” means the United States Securities and Exchange Commission.<\/p>\n
“Security Interest” means any mortgage, pledge, lien, encumbrance, charge
\nor other security interest, other than (a) mechanic’s, materialmen’s and similar
\nliens, (b) liens for Taxes not yet due and payable or for Taxes the taxpayer is
\ncontesting in good faith through appropriate proceedings, (c) purchase money
\nliens and liens securing rental payments under capital lease arrangements and
\n(d) other liens arising in the Ordinary Course of Business and not incurred in
\nconnection with the borrowing of money.<\/p>\n
“Selling Shareholder” has the meaning set forth in Section 5.11.<\/p>\n
“Selling Shareholder Shares” has the meaning set forth in Section 5.11.<\/p>\n
“Selling Shareholders Registrable Shares” has the meaning set forth in
\nSection 5.11.<\/p>\n
-4-<\/p>\n
46<\/p>\n
“Selling Shareholders Registration Statement” has the meaning set forth in
\nSection 9.4.<\/p>\n
“Service Contracts” has the meaning set forth in Section 8.1.4.<\/p>\n
“Shareholders’ Agreement” has the meaning set forth in Section 8.1.5.<\/p>\n
“Stock Consideration” has the meaning set forth in Section 2.3.<\/p>\n
“Subject Stock” has the meaning set forth in Section 2.1.<\/p>\n
“Summit Retained Shares” means the shares of LCA Common Stock representing
\nStock Consideration retained by Summit after distribution of the Distribution
\nShares.<\/p>\n
“Tax” means any federal, state, local, or foreign income, gross receipts,
\nlicense, payroll, employment, excise, severance, stamp, occupation, premium,
\nwindfall profits, environmental (including taxes under Code *59A), customs,
\nduties, capital stock, franchise, profits, withholding, social security (or
\nsimilar), unemployment, disability, real property, personal property, sales,
\nuse, transfer, registration, value added, alternative or add-on minimum,
\nestimated or other tax of any kind whatsoever, including any interest, penalty
\nor addition thereto, whether disputed or not.<\/p>\n
“Tax Returns” means any return, declaration, report, claim for refund or
\ninformation return relating to Taxes, including any schedule or attachment
\nthereto, and including any amendment thereof.<\/p>\n
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