\n 5.6 Descriptive Headings…………………………………………………….12
\n 5.7 Counterparts……………………………………………………………12
\n<\/c><\/s><\/table>\nExhibit A Sellers
\nExhibit B Company Capitalization
\nExhibit C Amendment to Registration Rights Agreement
\nExhibit D Subscription Agreement
\nExhibit E Warrants
\nExhibit F Investment Banking Warrants
\nExhibit G Settlement Agreement
\nExhibit H Registration Rights Agreement<\/p>\n
4<\/p>\n
SHARE TRANSFER AGREEMENT<\/p>\n
THIS SHARE TRANSFER AGREEMENT (the “Agreement”) is made as of August 17,
\n2001, by and among VISX, Incorporated, a Delaware corporation (the “Purchaser”),
\neach of the eight sellers listed on Exhibit A hereto (each, a “Seller” and
\ncollectively, the “Sellers”), and Medjet Inc., a Delaware corporation (the
\n“Company”).<\/p>\n
BACKGROUND<\/p>\n
A. The Company and all of the Sellers except Adam Smith & Company, Inc.
\n(“Adam Smith”) (the seven Sellers not including Adam Smith are sometimes
\nreferred to herein as the “Preferred Stock Sellers”) are parties to that certain
\nSubscription Agreement for Series B Convertible Preferred Stock and Warrants,
\ndated December 3, 1999 (the “Subscription Agreement”), pursuant to which the
\nPreferred Stock Sellers purchased from the Company 16,000 units, at a price of
\n$125.00 per unit. Each unit consists of: (i) one (1) share of the Company’s
\nSeries B Preferred Stock (the “Series B Preferred”), and (ii) one hundred (100)
\nfive-year warrants, each five-year warrant exercisable to purchase one share of
\nthe Company’s Common Stock at a price of $3.50 per share (the “Warrants”). The
\naggregate price paid by the Preferred Stock Sellers was $2,000,000 for the
\n16,000 units (consisting of a total of 16,000 shares of Series B Preferred and
\n1,600,000 Warrants).<\/p>\n
B. The Company and Adam Smith entered into that certain Investment
\nBanking Agreement, dated as of December 3, 1999 (the “Investment Banking
\nAgreement”), pursuant to which the Company issued to Adam Smith 500,000 warrants
\nto purchase the Company’s Common Stock (the “Investment Banking Warrants”).<\/p>\n
C. The Company and the Sellers are parties to that certain Settlement
\nAgreement, dated January 28, 2000 (the “Settlement Agreement”), pursuant to
\nwhich: (i) the Company and the Preferred Stock Sellers rescinded, on a pro rata
\nbasis, the purchase of 5,600 shares of Series B Preferred and 560,000 Warrants;
\nand (ii) the Company and Adam Smith reduced the number of Investment Banking
\nWarrants by 175,000 and terminated the Investment Banking Agreement.<\/p>\n
D. As a result of the agreements set forth in paragraphs A — C above,
\nthe Preferred Stock Sellers now own, in the specific amounts set forth on
\nExhibit A hereto, a total of 10,400 shares of Series B Preferred and the
\n1,040,000 Warrants. The 10,400 shares of Series B Preferred and the 1,040,000
\nWarrants are referred to herein collectively as the “Purchased Securities.” In
\naddition, Adam Smith owns 325,000 Investment Banking Warrants.<\/p>\n
E. The Preferred Stock Sellers now wish to sell, and the Purchaser
\nwishes to purchase, the Purchased Securities for an aggregate purchase price of
\n$1,300,000, or $125 per unit, and Adam Smith now wishes to sell, and the
\nPurchaser wishes to purchase, the Investment Banking Warrants for an aggregate
\npurchase price of $1.00.<\/p>\n
NOW, THEREFORE, in consideration of the mutual promises and covenants
\ncontained herein, the parties agree as follows:<\/p>\n
-1-
\n 5<\/p>\n
SECTION 1<\/p>\n
PURCHASE AND SALE OF STOCK<\/p>\n
1.1 Sale of Stock. The Preferred Stock Sellers hereby agree to sell the
\nPurchased Securities to the Purchaser for a total purchase price of $1,300,000
\n(the “Purchase Price”), such Purchase Price to be paid to the Sellers in the
\namounts set forth under the column entitled “Total Price” on Exhibit A hereto.<\/p>\n
1.2 Sale of Investment Banking Warrants. Adam Smith hereby agrees to
\nsell the Investment Banking Warrants to the Purchaser for a total purchase price
\nof $1.00 (the “Investment Banking Warrant Price”).<\/p>\n
1.3 Closing. The purchase and sale of the Purchased Securities and the
\nInvestment Banking Warrants hereunder shall take place at a closing (the
\n“Closing”; the date on which the Closing occurs is hereinafter referred to as
\nthe “Closing Date”). The Closing shall take place concurrently with the
\nexecution and delivery of this Agreement by the Sellers, the Purchaser and the
\nCompany. At the Closing:<\/p>\n
(a) the Purchaser shall deliver to each Preferred Stock Seller or
\nits designee by wire transfer, cashier’s check or certified checks from a bank
\nacceptable to the Preferred Stock Seller, or such other method of payment as the
\nPreferred Stock Seller shall approve, an amount equal to the Preferred Stock
\nSeller’s pro rata portion of the Purchase Price;<\/p>\n
(b) each Preferred Stock Seller shall deliver to the Purchaser a
\nStock Power, the stock certificate representing the shares of Series B Preferred
\nheld by each of them, the original Warrant held by each of them, and any other
\ndocuments reasonably acceptable to the Purchaser evidencing the transfer of the
\nPurchased Securities from each Preferred Stock Seller to Purchaser;<\/p>\n
(c) the Purchaser shall deliver to Adam Smith or its designee by
\nwire transfer, cashier’s check or certified checks from a bank acceptable to
\nAdam Smith, or such other method of payment as Adam Smith shall approve, an
\namount equal to the Investment Banking Warrant Price;<\/p>\n
(d) Adam Smith shall deliver to the Purchaser the original
\nInvestment Banking Warrant and any other documents reasonably acceptable to the
\nPurchaser evidencing the transfer of the Investment Banking Warrants from Adam
\nSmith to the Purchaser;<\/p>\n
(e) upon the delivery by the Purchaser to the Company of the
\ndocuments referred to in Section 1.3(b) and Section 1.3(d), the Company shall
\nissue and deliver to the Purchaser (i) a stock certificate for 10,400 shares of
\nSeries B Preferred; (ii) a warrant to purchase 1,040,000 shares of Company
\nCommon Stock, with the same terms and conditions as the Warrants; and (iii) a
\nwarrant to purchase 325,000 shares of Company Common Stock, with the same terms
\nand conditions as the Investment Banking Warrant; and<\/p>\n
-2-
\n 6<\/p>\n
(f) the Company, the Sellers and the Purchaser shall execute and
\ndeliver an amendment (the “Amendment”) to that certain Registration Rights
\nAgreement by and among the Company and the Sellers, dated December 3, 1999 (the
\n“Rights Agreement”; and as amended, the “Amended Rights Agreement”), in the form
\nattached as Exhibit C.<\/p>\n
SECTION 2<\/p>\n
REPRESENTATIONS AND WARRANTIES OF THE COMPANY<\/p>\n
The Company hereby represents and warrants to the Purchaser as follows,
\nsubject to such exceptions as are specifically disclosed in writing in the
\ndisclosure schedule supplied by the Company to Purchaser dated as of the date
\nhereof (the “Company Disclosure Letter”):<\/p>\n
2.1 Corporate Organization; Authority; Due Authorization.<\/p>\n
(a) The Company (i) is a corporation duty organized, validly
\nexisting and in good standing under the laws of the State of Delaware, (ii) has
\nthe corporate power and authority to own or lease its properties as and in the
\nplaces where such business is now conducted and to carry on its business as now
\nconducted and (iii) is duly qualified and in good standing as a foreign
\ncorporation authorized to do business in every jurisdiction where the failure to
\nso qualify, individually or in the aggregate, would have a material adverse
\neffect on the operations, prospects, assets, liabilities, financial condition or
\nbusiness of the Company (a “Company Material Adverse Effect”). Certificates of
\nstate authorities as of a recent date evidencing such valid existence or due
\nqualification, as the case may be, and good standing have been delivered to the
\nPurchaser.<\/p>\n
(b) The Company (i) has the requisite corporate power and
\nauthority to execute, deliver and perform this Agreement and the other
\nagreements and warrants contemplated hereby to which it is a party
\n(collectively, the “Other Agreements”) and to incur the obligations herein and
\ntherein and (ii) has been authorized by all necessary corporate action to
\nexecute, deliver and perform this Agreement and the Other Agreements and to
\nconsummate the transactions contemplated hereby and thereby (the “Contemplated
\nTransactions”). This Agreement and each of the Other Agreements is a valid and
\nbinding obligation of the Company enforceable in accordance with its terms,
\nexcept as such enforceability may be limited by principles of public policy and
\nsubject to the laws of general application relating to bankruptcy, insolvency
\nand the relief of debtors and rules of law governing specific performance,
\ninjunctive relief or other equitable remedies.<\/p>\n
2.2 Capitalization. As of August 14, 2001, the authorized capital of the
\nCompany consisted of (i) 30,000,000 shares of Common Stock, $.001 par value per
\nshare (the “Common Stock”), of which 3,901,431 shares of Common Stock were
\noutstanding, and (ii) 1,000,000 shares of Preferred Stock, $.01 par value per
\nshare, which may be designated as Series A Preferred Stock, Series B Preferred
\nStock, Series C Preferred Stock, and Series B Convertible Preferred Stock. The
\nSeries A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
\nconsist of an <\/p>\n
-3-
\n 7<\/p>\n
aggregate of not more than 400,000 shares, of which 110,000 are designated as
\nSeries A Preferred Stock. In addition, 16,000 shares of Company Preferred Stock
\nare designated as Series B Convertible Preferred Stock, of which 10,400 shares
\nare outstanding. The capitalization of the Company as of August 14, 2001 is set
\nforth on Exhibit B. All outstanding shares were issued in compliance with all
\napplicable Federal and state securities laws. Except as contemplated by this
\nAgreement or as set forth in the Company Disclosure Letter, the Company has not
\ngranted (i) any outstanding subscriptions, warrants, options, conversion
\nprivileges or other rights or agreements to purchase or otherwise acquire or
\nissue any shares of capital stock from the Company (or shares reserved for such
\npurpose), (ii) any preemptive rights or rights of first refusal with respect to
\nthe issuance of additional shares of capital stock of the Company other than as
\nset forth in the Warrants and Investment Banking Warrants, and (iii) any
\ncommitments or understandings (oral or written) of the Company to issue any
\nshares, warrants, options or other rights. Exhibit B sets forth the Company
\nwarrants, options, convertible securities and other Company stock purchase
\nrights outstanding as of August 14, 2001, the number of shares of common stock
\nissuable thereunder and the exercise or conversion price thereof, as the case
\nmay be. To the best of the Company’s knowledge, except as set forth in the
\nCompany Disclosure Letter, none of the shares of Common Stock are subject to any
\nshareholders’ agreement, voting trust agreement or similar arrangement or
\nunderstanding. Except as set forth in the Company Disclosure Letter, the Company
\nhas no outstanding bonds, debentures, notes or other obligations the holders of
\nwhich have the right to vote (or which are convertible into or exercisable for
\nsecurities having the right to vote) with the stockholders of the Company on any
\nmatter.<\/p>\n
2.3 Common Stock Issuable upon Conversion of Series B Preferred and
\nExercise of Warrants and Investment Banking Warrants. The issuance of the shares
\nof Common Stock (the “Underlying Shares”) issuable upon conversion of the Series
\nB Preferred or upon exercise of the Warrants and the Investment Banking Warrants
\nhas been duly authorized and the Underlying Shares have been, and at all times
\nprior to such conversion or exercise will have been, duly reserved for issuance
\nupon such conversion or exercise and, when so issued, will be validly issued,
\nfully paid and non-assessable.<\/p>\n
2.4 Brokers and Finders. The Company has not retained any investment
\nbanker, broker or finder in connection with the Contemplated Transactions.<\/p>\n
2.5 No Conflict; Required Filings and Consents.<\/p>\n
(a) The execution and delivery of this Agreement and the Other
\nAgreements by the Company do not, and the performance of this Agreement and the
\nOther Agreements and the consummation by the Company of the Contemplated
\nTransactions will not, (i) conflict with or violate the Certificate of
\nIncorporation or By-Laws or equivalent organizational documents of the Company,
\n(ii) conflict with or violate any law, rule, regulation, order, judgment or
\ndecree applicable to the Company or by which any property or asset of the
\nCompany is bound or affected, or (iii) except as set forth in the Company
\nDisclosure Letter, result in any material breach of or constitute a material
\ndefault (or an event which with notice or lapse of time or both would become a<\/p>\n
-4-
\n 8<\/p>\n
material default) under, result in the loss of a material benefit under, or give
\nto others any right of purchase or sale, or any right of termination, amendment,
\nacceleration, increased payments or cancellation of, or result in the creation
\nof a lien or other encumbrance on any property or asset of the Company pursuant
\nto, any note, bond, mortgage, indenture, contract, agreement, lease, license,
\npermit, franchise or other instrument or obligation to which the Company is a
\nparty or by which the Company or any property or asset of the Company is bound
\nor affected.<\/p>\n
(b) The execution and delivery of this Agreement and the Other
\nAgreements by the Company do not, and the performance of this Agreement and the
\nOther Agreements and the consummation by the Company of the Contemplated
\nTransactions will not, require any consent, approval, authorization or permit
\nof, or filing with or notification to, any governmental or regulatory authority,
\ndomestic or foreign (each a “Governmental Entity”) except for applicable
\nrequirements, if any, of the Securities Exchange Act of 1934, as amended (the
\n“Exchange Act”) or any state securities or “blue sky” laws (“Blue Sky Laws”).<\/p>\n
2.6 Disclosure. No representation or warranty of the Company herein or
\nin the Company Disclosure Letter and no information disclosed in the forms and
\nreports filed with the Securities and Exchange Commission contained, when made,
\nany untrue statement of a material fact or omitted to state a material fact
\nnecessary in order to make the statements contained herein or therein, in light
\nof the circumstances under which they were made, not misleading, when made.<\/p>\n
2.7 Rights Agreement. The Company agrees that the Purchased Securities
\nare subject to the terms and provisions of the Amended Rights Agreement, and the
\nCompany agrees that the Purchaser shall have all of the rights and privileges
\nset forth in the Amended Rights Agreement as if a signatory thereto.<\/p>\n
2.8 Ownership of Preferred Stock. The transfer of the Series B Preferred
\nto the Purchaser pursuant to this Agreement is duly authorized, and the Series B
\nPreferred are validly issued, fully paid and non-assessable. Assuming that the
\npurchase and sale of the Series B Preferred is effected pursuant to the terms of
\nthis Agreement and the Contemplated Transactions, as a result of the
\nContemplated Transactions, the Purchaser will be the sole record holder of all
\nissued and outstanding shares of Series B Preferred and there are no presently
\noutstanding rights to acquire or receive any shares of Series B Preferred.<\/p>\n
2.9 Absence of Claims by the Company. As of the Closing Date, the
\nCompany will have no claim against the Seller under any contract or on any other
\nlegal basis whatsoever arising out of the Seller’s ownership of the Purchased
\nSecurities, except for any breaches of any representations, warranties, duties
\nor covenants under this Agreement.<\/p>\n
2.10 Agreements Valid. Each of the following agreements (each of which
\nis attached hereto) is a true and correct copy of the final, executed version of
\neach such agreement, and, as of immediately prior to the Closing, is in full
\nforce and effect and represents a valid and binding agreement between the
\nparties thereto: the Subscription Agreement, attached as Exhibit D; the<\/p>\n
-5-
\n 9<\/p>\n
Warrants, each of which is attached as Exhibit E; the Investment Banking
\nWarrants, attached as Exhibit F; the Settlement Agreement, attached as Exhibit
\nG; and the Rights Agreement, attached as Exhibit H.<\/p>\n
2.11 No Representation. The Company makes no representation as to the
\naccuracy of the representations and warranties made by the Sellers in Section 3
\nand the Purchaser in Section 4 of this Agreement.<\/p>\n
SECTION 3<\/p>\n
REPRESENTATIONS AND WARRANTIES OF THE SELLERS<\/p>\n
Each Seller hereby severally warrants to the Purchaser and the Company,
\nand agrees to, the following:<\/p>\n
3.1 Formation and Status of Seller. If the Seller is a corporation or
\nother legal entity, the Seller is duly incorporated or formed and validly
\nexisting under the laws of its jurisdiction of incorporation or formation.<\/p>\n
3.2 Due Authorization. This Agreement has been duly and validly
\nauthorized, executed and delivered by, or on behalf of, the Seller, and,
\nassuming the due authorization, execution and delivery by the Purchaser and the
\nCompany, constitutes a valid and binding obligation of the Seller enforceable
\nagainst the Seller in accordance with its terms except as such enforceability
\nmay be limited by principles of public policy and subject to the laws of general
\napplication relating to bankruptcy, insolvency and the relief of debtors and
\nrules of law governing specific performance, injunctive relief or other
\nequitable remedies. All other documents to be authorized, executed and delivered
\nby the Seller will be duly authorized, executed and delivered by the Seller and
\nwill be valid and binding obligations of the Seller enforceable in accordance
\nwith their respective terms, except as such enforceability may be limited by
\nprinciples of public policy and subject to the laws of general application
\nrelating to bankruptcy, insolvency and the relief of debtors and rules of law
\ngoverning specific performance, injunctive relief or other equitable remedies.<\/p>\n
3.3 No Violation. Neither the execution and delivery of this Agreement
\nnor the performance by the Seller of its obligations hereunder or under the
\nOther Agreements will conflict with any agreement or commitment to which the
\nSeller is a party, or violate any statute or law or any judgment, decree, order,
\nregulation or rule of any court or other Governmental Entity applicable to the
\nSeller. There are no legal proceedings pending, or to the Seller’s knowledge,
\nthreatened, against such Seller that questions the validity of the Agreement or
\nwould prevent consummation of the Contemplated Transactions. The Seller is not a
\nparty or subject to the provisions of any order, writ, injunction, judgment or
\ndecree of any court or government agency or instrumentality.<\/p>\n
3.4 No Consent Needed. To Seller’s knowledge, no consent, waiver,
\napproval, order or authorization of, or declaration, filing or registration
\nwith, any Governmental Entity or any third <\/p>\n
-6-
\n 10<\/p>\n
party is required to be made or obtained by the Seller in connection with the
\nexecution and delivery by the Seller of this Agreement or the Other Agreements
\nor the performance by the Seller of its obligations hereunder or the
\nconsummation by the Seller of the Contemplated Transactions.<\/p>\n
3.5 Tax and Legal Matters. The Seller has had an opportunity to review
\nwith its own tax and legal advisors the tax and legal consequences to the Seller
\nof the Contemplated Transactions. The Seller understands that it must rely
\nsolely on its advisors and not on any statements or representations by the
\nPurchaser or the Company, or any of their agents. The Seller further understands
\nthat it shall be responsible for its own tax liability that may arise as a
\nresult of the Contemplated Transactions.<\/p>\n
3.6 Ownership of Company Shares. Seller is the sole record and
\nbeneficial owner of the number of shares of Series B Preferred and the Warrants
\nor the Investment Banking Warrants set forth next to its name on Exhibit A, and
\nsuch securities are not and will not at any time prior to or at the Closing be
\nsubject to any lien or to any rights of first refusal of any kind. Except as set
\nforth in this Agreement or a schedule hereto, there are no options, warrants,
\ncalls, rights, commitments or agreements of any character, written or oral, to
\nwhich the Seller is a party or by which he, she or it is bound obligating the
\nSeller to issue, deliver, sell, repurchase or redeem, or cause to be issued,
\ndelivered, sold repurchased or redeemed, any shares of Series B Preferred or
\nWarrants or Investment Banking Warrants or obligating the Seller to grant or
\nenter into any such option, warrant, call, right, commitment or agreement and
\nthere will be no such agreements at any time prior to or at the Closing. The
\nSeller has or prior to the Closing will have good and valid title to, and has
\nthe sole right to transfer such shares of Series B Preferred and Warrants and
\nInvestment Banking Warrants. Such interests constitute all of shares of Series B
\nPreferred and Warrants and Investment Banking Warrants owned, beneficially or of
\nrecord, by the Seller. The Purchaser will receive good and valid title to such
\nshares of Series B Preferred and Warrants and Investment Banking Warrants in
\naccordance with the Contemplated Transactions, subject to no claim, or lien
\nretained, granted or permitted by the Seller. Except as contemplated in this
\nAgreement, the Seller has not engaged in any sale or other transfer of its
\nshares of Series B Preferred or Warrants or Investment Banking Warrants in
\ncontemplation of the Contemplated Transactions.<\/p>\n
3.7 Absence of Claims by the Seller. As of the Closing Date, the Seller
\nwill have no claim against the Company or the Purchaser under any contract or on
\nany other legal basis whatsoever, except for a claim against the Purchaser for
\nthe Purchaser’s failure, if any, to pay the Purchase Price and the Investment
\nBanking Warrant Price as specified in Section 1.1 and Section 1.2.<\/p>\n
3.8 Offering. Subject to the accuracy of the Purchaser’s representations
\nin Section 4 hereof, the offer, sale and issuance of the Purchased Securities
\nand Investment Banking Warrants to be issued in conformity with the terms of
\nthis Agreement constitute transactions exempt from the registration requirements
\nof Section 5 of the Securities Act of 1933, as amended (the “Securities Act”)
\nand from the qualification requirements of the California Corporate Securities
\nLaws of 1968, as amended.<\/p>\n
-7-
\n 11<\/p>\n
3.9 Brokers or Finders. The Seller has not engaged any brokers, finders
\nor agents, and the Purchaser has not incurred, and will not incur, directly or
\nindirectly, as a result of any action taken by the Company, any liability for
\nbrokerage or finders’ fees or agents’ commissions or any similar charges in
\nconnection with the Agreement. In the event that the preceding sentence is in
\nany way inaccurate, the Seller hereby agrees to indemnify and hold harmless the
\nPurchaser and the Company from any liability for any such commission or
\ncompensation in the nature of a brokerage or finder’s fee or agent’s commission
\n(and the costs and expenses of defending against such liability or asserted
\nliability) for which the Purchaser or the Company or any of their respective
\nofficers, partners, employees or representatives is responsible.<\/p>\n
3.10 Rights Agreement and Stock Ownership. The Seller agrees that,
\neffective as of the Closing, the Seller will no longer have any of the rights
\nset forth in the Rights Agreement and will no longer hold any: shares of Series
\nB Preferred, shares of Company Common Stock, warrants or options to purchase any
\nshares of Series B Preferred or Common Stock, or other securities of the
\nCompany.<\/p>\n
3.11 Investment Experience. The Seller is experienced in evaluating the
\nunregistered securities of companies, has such knowledge and experience in
\nfinancial or business matters that the Seller is capable of evaluating the
\nmerits and risks of the sale of the Purchased Securities and the Investment
\nBanking Warrants, and has made an informed decision to sell the Purchased
\nSecurities and the Investment Banking Warrants. The Seller is aware that the
\nPurchaser and the Company are planning to enter into a Merger Agreement pursuant
\nto which the Purchaser will have the option, in its sole discretion, to purchase
\nshares of Company common stock at a per share price of $2.00.<\/p>\n
3.12 Agreements Valid. Each of the following agreements to which such
\nSeller is a party (each of which is attached hereto) is a true and correct copy
\nof the final, executed version of each such agreement, and, as to such Seller,
\nis in full force and effect and represents a valid and binding agreement between
\nthe parties thereto as of immediately prior to the Closing: the Subscription
\nAgreement, attached as Exhibit D; the Warrants, each of which is attached as
\nExhibit E; the Investment Banking Warrants, attached as Exhibit F; the
\nSettlement Agreement, attached as Exhibit G; and the Rights Agreement, attached
\nas Exhibit H.<\/p>\n
3.13 No Representation. The Seller makes no representation as to the
\naccuracy of the representations and warranties made by the Company in Section 2
\nand the Purchaser in Section 4 of this Agreement.<\/p>\n
SECTION 4<\/p>\n
INVESTMENT REPRESENTATIONS OF THE PURCHASER<\/p>\n
The Purchaser represents and warrants to the Sellers and to the Company,
\nand agrees to, the following:<\/p>\n
-8-
\n 12<\/p>\n
4.1 The Purchaser is acquiring the Purchased Securities and the
\nInvestment Banking Warrants for investment for its own account, not as a nominee
\nor agent and not with a view to, or for resale in connection with, any
\ndistribution thereof, and has no present intention of selling, granting
\nparticipation in, or otherwise distributing the Purchased Securities and the
\nInvestment Banking Warrants. The Purchaser further represents that the Purchaser
\ndoes not have any contract, undertaking, agreement or arrangement with any
\nperson to sell, transfer, or grant participation to such person or to any third
\nperson, with respect to any of the Purchased Securities and the Investment
\nBanking Warrants. The Purchaser understands that the Purchased Securities and
\nthe Investment Banking Warrants have not been registered under the Securities
\nAct, and are not required to be registered by reason of a specific exemption
\nfrom the registration provisions of the Securities Act which depends upon, among
\nother things, the bona fide nature of the investment intent as expressed herein.<\/p>\n
4.2 The Purchaser is experienced in evaluating and investing in the
\nunregistered securities of companies, can bear the economic risk of this
\ninvestment and has such knowledge and experience in financial or business
\nmatters that the Purchaser is capable of evaluating the merits and risks of the
\ninvestment in the Purchased Securities and the Investment Banking Warrants. The
\nPurchaser understands that an investment in the Company involves substantial
\nrisks. The Purchaser further understands all of the risks related to the
\npurchase of the Purchased Securities and the Investment Banking Warrants and
\nthat the purchase of the Purchased Securities and the Investment Banking
\nWarrants will be a highly speculative investment. The Purchaser is able, without
\nimpairing its financial condition, to hold the Purchased Securities and the
\nInvestment Banking Warrants for an indefinite period of time and to suffer a
\ncomplete loss of its investment.<\/p>\n
4.3 The Purchaser is an “accredited investor” as such term is defined
\nunder Rule 501 of Regulation D, promulgated under the Securities Act.<\/p>\n
4.4 The Purchaser is aware of the Company’s business affairs and
\nfinancial condition, and has acquired sufficient information about the Company
\nto reach an informed and knowledgeable decision to acquire the Purchased
\nSecurities and the Investment Banking Warrants. The Purchaser further represents
\nand acknowledges that the Purchaser is solely responsible for its own due
\ndiligence investigation of the Company and for its own analysis of the terms,
\nmerits and risks of this investment.<\/p>\n
4.5 The Purchaser understands that the certificate evidencing the
\nsecurities will be imprinted with a legend which prohibits the transfer of the
\nsecurities unless they are registered or such registration is not required in
\nthe opinion of counsel satisfactory to the Company, and any other legend
\nrequired under applicable state securities laws. The Purchaser understands that
\nall certificates representing any of the Purchased Securities and the Investment
\nBanking Warrants subject to this Transfer shall have endorsed thereon legends
\nsubstantially in the following form:<\/p>\n
“THE SHARES REPRESENTED BY THIS CERTIFICATE [SECURITIES REPRESENTED BY
\n THIS WARRANT] HAVE BEEN ACQUIRED FOR <\/p>\n
-9-
\n 13<\/p>\n
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
\n 1933. SUCH SHARES [WARRANTS] MAY NOT BE SOLD OR TRANSFERRED IN THE
\n ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.”<\/p>\n
4.6 The Purchaser is aware of the provisions of Rule 144, promulgated
\nunder the Securities Act which, in substance, permits limited public resale of
\n“restricted securities” in a non-public offering subject to the satisfaction of
\ncertain conditions, including, in case the securities have been held for less
\nthan two years: (1) the resale occurring not less than one year after the party
\nhas purchased and paid for the securities to be sold; (2) the availability of
\ncertain public information about the Company; (3) the sale being made through a
\nbroker in an unsolicited “broker’s transaction” or in transactions directly with
\na market maker (as that term is defined under the Securities Exchange Act of
\n1934); and (4) the amount of securities being sold during any three-month period
\nnot exceeding the specified limitations stated therein.<\/p>\n
4.7 The Purchaser further understands that in the event all of the
\napplicable requirements of Rule 144 are not satisfied, registration under the
\nSecurities Act or compliance with a registration exemption will be required; and
\nthat, notwithstanding the fact that Rule 144 is not exclusive, the staff of the
\nSecurities and Exchange Commission has expressed its opinion that persons
\nproposing to sell private placement securities other than in a registered
\noffering and otherwise than pursuant to Rule 144 will have a substantial burden
\nof proof in establishing that an exemption from registration is available for
\nsuch offers or sale, and that such persons and their respective brokers who
\nparticipate in such transactions do so at their own risk.<\/p>\n
4.8 The Purchaser agrees that the Purchased Securities are subject to
\nthe terms and provisions of the Amended Rights Agreement, and the Purchaser
\nagrees to be bound by all of the terms of the Amended Rights Agreement as if a
\nsignatory thereto.<\/p>\n
4.9 As of the Closing Date, the Purchaser will have no claim against the
\nSeller under any contract or on any other legal basis whatsoever, except for any
\nbreaches of any representations, warranties, duties or covenants under this
\nAgreement that have an adverse effect on the Purchaser’s right to own the
\nPurchased Securities and the Investment Banking Warrants free and clear of any
\nclaim by any party to this Agreement or by any other party.<\/p>\n
4.10 The Purchaser makes no representation as to the accuracy of the
\nrepresentations and warranties made by the Company in Section 2 and the Sellers
\nin Section 3 of this Agreement.<\/p>\n
SECTION 5<\/p>\n
GENERAL PROVISIONS<\/p>\n
5.1 Governing Law. This Agreement shall be governed in all respects by
\nthe internal laws of the State of Delaware without regard to principles of
\nconflicts of law.<\/p>\n
-10-
\n 14<\/p>\n
5.2 Entire Agreement; Amendment. This Agreement (together with the
\nAmended Rights Agreement) represents the entire agreement among the parties with
\nrespect to the purchase of Purchased Securities and the Investment Banking
\nWarrants. Except as expressly provided herein, neither this Agreement nor any
\nterm hereof may be amended, waived, discharged or terminated other than by a
\nwritten instrument signed by the party against whom enforcement of any such
\namendment, waiver, discharge or termination is sought. The Sellers agree that
\nany amendment, waiver, discharge or termination shall be binding upon and
\neffective against all Sellers if such amendment, waiver, discharge or
\ntermination is signed by the Sellers selling a majority of the Purchased
\nSecurities.<\/p>\n
5.3 Notices. Any notice, demand or request required or permitted to be
\ngiven by the Seller, the Purchaser or the Company pursuant to the terms of this
\nAgreement shall be in writing and shall be deemed given when delivered
\npersonally or, if sent by mail, at the earlier of its receipt or 72 hours after
\nthe same has been deposited in a regularly maintained receptacle for the deposit
\nof the United States mail, addressed and mailed to the parties at the following
\naddresses or such other address as a party may request by notifying the other in
\nwriting:<\/p>\n
\n
\nIf to the Purchaser: with a copy to: <\/p>\n VISX, Incorporated Wilson Sonsini Goodrich & Rosati, PC
\n 3400 Central Expressway 650 Page Mill Road
\n Santa Clara, CA 95051-0703 Palo Alto, CA 94301
\n Facsimile: (408) 773-7051 Facsimile: (650) 493-6811
\n Attention: Derek Bertocci Attention: John V. Roos, Esq. <\/p>\n
If to the Sellers: with a copy to:<\/p>\n
At the address set forth on Exhibit A Hahn & Hessen LLP
\n 350 Fifth Avenue
\n New York, NY 10018
\n Facsimile: (212) 244-2078
\n Attention: James C. Kardon, Esq.<\/p>\n
If to the Company: with a copy to:<\/p>\n
Medjet Inc. Kelley Drye & Warren
\n 1090 King George Post Road, Suite 301 101 Park Avenue
\n Edison, NJ 08837 New York, NY 10178-0002
\n Facsimile: (732) 738-3984 Facsimile: (212) 808-7897
\n Attention: Dr. Eugene Gordon Attention: Jane E. Jablons, Esq.
\n<\/c><\/s><\/table>\n
5.4 Assignment. Subject to any restrictions on transferability set forth
\nin the Amended Rights Agreement, the rights and benefits of the Purchaser under
\nthis Agreement shall be <\/p>\n
-11-
\n 15<\/p>\n
transferable to any one or more persons or entities, and all covenants and
\nagreements hereunder shall inure to the benefit of, and be enforceable by the
\nPurchaser’s successors and assigns.<\/p>\n
5.5 No Waiver. Either party’s failure to enforce any provision or
\nprovisions of this Agreement shall not in any way be construed as a waiver of
\nany such provision or provisions, nor prevent that party thereafter from
\nenforcing each and every other provision of this Agreement. The rights granted
\nboth parties herein are cumulative and shall not constitute a waiver of either
\nparty’s right to assert all other legal remedies available to it under the
\ncircumstances.<\/p>\n
5.6 Descriptive Headings. The descriptive headings herein have been
\ninserted for convenience only and shall not be deemed to limit or otherwise
\naffect the construction of any provisions hereof.<\/p>\n
5.7 Counterparts. This Agreement may be executed in one or more
\ncounterparts, each of which shall for all purposes be deemed to be an original
\nand all of which shall constitute the same instrument, but only one of which
\nneed be produced.<\/p>\n
[remainder of the page intentionally left blank]<\/p>\n
-12-
\n 16<\/p>\n
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
\nthe day and year first set forth above.<\/p>\n
SELLERS: ADAM SMITH INVESTMENT PARTNERS, L.P.<\/p>\n
By: Adam Smith Capital Management, L.L.C.,
\n General Partner<\/p>\n
By:_______________________________________
\n Name: Orin Hirschman
\n Title: Partner<\/p>\n
ADAM SMITH INVESTMENTS, LTD<\/p>\n
By:_______________________________________
\n Name:
\n Title:<\/p>\n
By:_______________________________________
\n Name:
\n Title:<\/p>\n
RICHARD AND ANA GROSSMAN JTWROS<\/p>\n
By:_______________________________________
\n Name:
\n Title:<\/p>\n
ORIN HIRSCHMAN<\/p>\n
__________________________________________
\n Orin Hirschman<\/p>\n
PAUL PACKER<\/p>\n
__________________________________________
\n Paul Packer<\/p>\n
[SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT]<\/p>\n
17<\/p>\n
ADAM-JACK M. DODICK, MD GENERAL
\n PARTNERSHIP<\/p>\n
By:_______________________________________
\n Name:
\n Title:<\/p>\n
__________________________________________
\n HERSHEL P. BERKOWITZ<\/p>\n
Hershel P. Berkowitz<\/p>\n
ADAM SMITH & COMPANY, INC.<\/p>\n
By:_______________________________________
\n Name:
\n Title:<\/p>\n
PURCHASER: VISX, INCORPORATED<\/p>\n
By:_______________________________________
\n Name: Derek A. Bertocci
\n Title: Vice President, Controller<\/p>\n
THE COMPANY: MEDJET INC.<\/p>\n
By:_______________________________________
\n Name: Eugene Gordon
\n Title: Chairman and Chief Executive
\n Officer<\/p>\n
[SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT]<\/p>\n
18<\/p>\n
EXHIBIT A<\/p>\n
SELLERS<\/p>\n
\n\n SHARES OF
\n SERIES B NUMBER OF PRICE PER
\n SELLER PREFERRED HELD WARRANTS HELD UNIT TOTAL PRICE
\n ——————————————————————————————————
\n
\n Adam Smith Investment Partners, L.P.
\n c\/o Richard Grossman
\n 259 Oakford Street
\n West Hempstead, NY 11552 6,760 676,000 $125.00 $845,000
\n ——————————————————————————————————
\n Adam Smith Investments, Ltd.
\n Tropic Isle Building
\n P. O. Box 438
\n Road Town, Tortola
\n British Virgin Islands 1,040 104,000 $125.00 $130,000
\n ——————————————————————————————————
\n Richard and Ana Grossman JTWROS
\n 259 Oakford Street
\n West Hempstead, NY 11552 520 52,000 $125.00 $65,000
\n ——————————————————————————————————
\n Orin Hirschman
\n 1231 East 10th Street
\n Brooklyn, NY 11230 494 49,400 $125.00 $61,750
\n ——————————————————————————————————
\n Paul Packer
\n 785 Addison Street
\n Woodmere, NY 11598 234 23,400 $125.00 $29,250
\n ——————————————————————————————————
\n Adam-Jack M. Dodick, MD General
\n Partnership
\n c\/o Richard Grossman
\n 259 Oakford Street
\n West Hempstead, NY 11552 1,300 130,000 $125.00 $162,500
\n ——————————————————————————————————
\n Hershel P. Berkowitz
\n 410 Yeshiva Lane
\n Baltimore, MD 21208-1102 52 5,200 $125.00 $6,500
\n ——————————————————————————————————
\n Adam Smith & Company, Inc.
\n c\/o Richard Grossman
\n 259 Oakford Street
\n West Hempstead, NY 11552 325,000 $1
\n ——————————————————————————————————
\n TOTAL 10,400 1,365,000 $125.00 $1,300,001
\n ——————————————————————————————————
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n 19<\/p>\n
EXHIBIT B<\/p>\n
COMPANY CAPITALIZATION<\/p>\n
20<\/p>\n
EXHIBIT C<\/p>\n
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT<\/p>\n
21<\/p>\n
EXHIBIT D<\/p>\n
SUBSCRIPTION AGREEMENT<\/p>\n
22<\/p>\n
EXHIBIT E<\/p>\n
WARRANTS<\/p>\n
23<\/p>\n
EXHIBIT F<\/p>\n
INVESTMENT BANKING WARRANTS<\/p>\n
24<\/p>\n
EXHIBIT G<\/p>\n
SETTLEMENT AGREEMENT<\/p>\n
25<\/p>\n
EXHIBIT H<\/p>\n
REGISTRATION RIGHTS AGREEMENT<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8178,9266],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9622,9627],"class_list":["post-43619","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medjet-inc","corporate_contracts_companies-visx-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43619","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43619"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43619"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43619"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43619"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}