{"id":43877,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-lca-vision-inc-and-summit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-lca-vision-inc-and-summit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-lca-vision-inc-and-summit.html","title":{"rendered":"Registration Rights Agreement &#8211; LCA-Vision Inc. and Summit Technology Inc."},"content":{"rendered":"<pre>\n                          REGISTRATION RIGHTS AGREEMENT\n\n      REGISTRATION RIGHTS AGREEMENT, made and effective as of the 18th day of\nAugust, 1997 (the 'Effective Date'), is entered into by and between LCA-Vision\nInc., a Delaware corporation (the 'Company'), and Summit Technology, Inc., a\nMassachusetts corporation ('Summit').\n\n      1.    CERTAIN DEFINITIONS. As used in this Agreement, the following terms\nshall have the following respective meanings:\n\n      1.1.  'ACQUISITION AGREEMENT' means the Acquisition Agreement of even\ndate herewith, by and between the Company, Summit and Refractive Centers\nInternational, Inc. ('RCII').\n\n      1.2.  'COMMISSION' means the Securities and Exchange Commission or any\nother federal agency at the time administering the Securities Act and the\nExchange Act.\n\n      1.3.  'COMMON STOCK' means the Company's Common Stock, $.001 par value, as\nauthorized on the date of this Agreement, and any other securities into which or\nfor which any of the Common Stock may be converted or exchanged pursuant to a\nplan of recapitalization, reorganization, merger, sale of assets or otherwise.\n\n      1.4.  'EXCHANGE ACT' means the Securities Exchange Act of 1934, or any\nsimilar federal statute, and the rules and regulations of the Commission\nthereunder, all as the same shall be in effect at the time.\n\n      1.5.  'PERSON' means an individual, corporation, partnership, joint\nventure, limited liability company, trust, or unincorporated organization, or\na government or any agency or political subdivision thereof.\n\n      1.6   'RETAINED SHARES' means the shares of Common Stock representing \nStock Consideration (as defined in the Acquisition Agreement) retained by Summit\nafter distribution of the Distribution Shares (as defined in the Acquisition\nAgreement).\n\n      1.7   'RULE 144' means Rule 144 promulgated under the Securities Act, as \nthe same shall be in effect at the time, or any successor Rule.\n\n      1.8.  'SECURITIES ACT' means the Securities Act of 1933, or any similar\nfederal statute, and the rules and regulations of the Commission thereunder,\nall as the same shall be in effect at the time.\n\n      1.9   'SHELF REGISTRATION STATEMENT' has the meaning set forth in\nSection 4.2 hereof.\n\n\n\n\n      2.    TRANSFER RESTRICTIONS. Summit agrees that it shall not sell, assign \nor otherwise transfer any of the Retained Shares for a period of nine (9) months\nfrom the date of this Agreement. After such nine (9) month period, Summit agrees\nthat it shall not sell, assign or otherwise transfer any of the Retained Shares\nexcept as hereinafter provided. Nothing in this Agreement shall be construed as\nprohibiting Summit from distributing the Distribution Shares to shareholders of\nSummit as contemplated under the Acquisition Agreement.\n\n      3.    DEMAND REGISTRATIONS. If, at any time on or after the date that is \nnine (9) months from the date hereof, Summit shall request in writing that the\nCompany file a registration statement under the Securities Act for all or part\nof the shares of Common Stock held by Summit on the date of such request, the\nCompany will use its best efforts to cause such number of shares of Common Stock\nas requested by Summit to be registered under the Securities Act as\nexpeditiously as possible.\n\n      Summit agrees that it shall provide the Company such information as the\nCompany may reasonably request to enable the Company to comply with any\napplicable law or regulation or to facilitate preparation of the registration\nstatement. The Company shall not be required to effect more than two (2) such\ndemand registrations.\n\n      4.    SALES OTHER THAN BY DEMAND REGISTRATIONS.\n\n      4.1   RULE 144. If, at any time, the Company and\/or Summit has not been \nable to engage an underwriter to sell the Retained Shares under Section 3 hereof\nat a price that is acceptable to Summit, or if, at any time after the date that\nis twenty-four (24) months from the date of this Agreement, Summit shall not\nhave sold or otherwise transferred all of the Retained Shares, Summit shall be\nentitled to sell, assign or otherwise transfer the Retained Shares pursuant to\nthe provisions of Rule 144, (to the extent the provisions of Rule 144 are\navailable to Summit). In such event, the Company agrees to use its best efforts\nto facilitate and expedite transfers of the Retained Shares pursuant to Rule\n144, which efforts shall include timely notice to its transfer agent to expedite\nsuch transfers of Retained Shares.\n\n      4.2   'SHELF' REGISTRATIONS. (a) If the provisions of subsection (k) of \nRule 144 are not available to Summit at any time that Summit is entitled\nhereunder to transfer the Retained Shares pursuant to Section 4.1 hereof, the\nCompany shall, upon written request of Summit, as expeditiously as possible, use\nits best efforts to effect one or more so-called 'shelf' qualifications and\nregistrations (collectively the 'Shelf Registration Statement') on the\nappropriate form for an offering to be made on a continuous basis under Rule 415\npromulgated under the Securities Act (or any successor rule or similar provision\nthen in effect) covering all or such portion of the Retained Shares as Summit\nshall specify.\n\n      (b)   The Company shall, from time to time, upon written request of \nSummit, prepare and file with the Commission such prospectus supplements and\/or\namendments to the Shelf Registration Statements with respect to all or such\nportion of the Retained Shares that Summit may determine to sell or transfer\nunder the Shelf Registration Statements (each, a 'Take Down') and shall comply\nwith the provisions of the Securities Act and all rules thereunder applicable to\nthe Company, and shall otherwise cooperate with Summit, with respect to the\ndisposition of all Retained Shares covered by such Shelf Registration Statement\nduring the applicable period in accordance with the intended methods of\n\n\n                                      -2-\n\ndisposition of the Retained Shares by Summit set forth in such Shelf\nRegistration Statement or amendment thereto or such prospectus or supplement\nthereto, until all of the Retained Shares so registered shall have been sold or\ntransferred.\n\n\n      5.    EFFECTIVENESS OF REGISTRATION STATEMENTS. The Company will use its \nbest efforts to maintain the effectiveness of any registration statement\n(including any Shelf Registration Statement) pursuant to which any of the\nRetained Shares are being offered until the completion by the underwriters of\nthe distribution pursuant to such registration statement and the sale by Summit\nof all of the shares of Common Stock registered pursuant to its request under\nSection 3 or 4 hereof, and from time to time will amend or supplement such\nregistration statement, and shall cause the prospectus included in any Shelf\nRegistration Statement to be supplemented by any required prospectus supplement\nand, as so supplemented, to be filed pursuant to Rule 424 under the Securities\nAct, in each case to the extent necessary to comply with the Securities Act and\nrules promulgated thereunder and any applicable state securities statute or\nregulation. The Company will also provide Summit with as many copies of the\nprospectus and prospectus supplements contained in any such registration\nstatement as Summit may reasonably request.\n\n\n      6.    RIGHT OF FIRST OFFER UPON SALE FOR CASH.\n\n            (a)   Notwithstanding the provision of Sections 3 and 4 hereof, if \n      at any time during the term of this Agreement Summit wishes to sell for\n      cash all or any part of the Retained Shares, Summit shall submit a written\n      offer (the 'Offer') to sell such shares (the 'Offered Shares') to LCA. The\n      Offer shall contain (a) the number of Offered Shares, (b) the price at\n      which the Offered Shares are offered, which shall be the greater of (i)\n      the average closing price during the thirty (30) day period preceding the\n      date of the Offer less any commissions that would be applicable if Summit\n      were to sell the Offered Shares through a broker or placement agent and\n      (ii) any BONA FIDE offer received by Summit for the Offered Shares from\n      another party within such 30 day period, (c) the proposed closing date for\n      the sale and purchase of the Offered Shares and (d) such other terms and\n      conditions as Summit shall deem relevant.\n\n            This section shall not apply to any sale or other transfer by Summit\n      of all or any part of the Retained Shares for any non-cash consideration,\n      including without limitation, any stock swap. Summit shall give the\n      Company twenty-one (21) days' notice of any such non-cash transaction.\n\n            (b)   If the Company desires to purchase the Offered Shares on the\n      terms and conditions in the Offer, it shall so notify Summit within\n      fifteen (15) days after submission of the Offer, and such notice, together\n      with the Offer, shall constitute a binding and enforceable agreement for\n      the sale and purchase of the Offered Shares on the terms set forth in the\n      Offer. If the Company fails to respond within such time period, or\n      declines to purchase the Offered Shares, Summit shall be free to dispose\n      of the Offered Shares in any manner it deems appropriate, consistent with\n      the other provisions of this Agreement or any other agreement Summit has\n      with the Company.\n\n\n                                      -3-\n\n\n\n\n            (c)   The foregoing rights of first offer shall be operative only if\n      they can be offered and exercised in compliance with all applicable\n      federal and state securities laws.\n\n      7.    INDEMNIFICATION OF SUMMIT.\n\n      7.1.  In the event that the Company registers any shares of Common Stock\nunder the Securities Act, whether pursuant to this Agreement or the Acquisition\nAgreement, the Company will, to the extent permitted by law, indemnify and hold\nharmless Summit, (including its officers, directors, affiliates and partners),\neach Selling Shareholder (as defined in the Acquisition Agreement) and each\nPerson, if any, who controls Summit or such Selling Shareholder within the\nmeaning of Section 15 of the Securities Act, from and against any and all\nlosses, claims, damages, expenses (including reasonable attorneys' fees and\nexpenses) or liabilities joint or several, to which they or any of them become\nsubject under the Securities Act or under any other statute or at common law or\notherwise, and, except as hereinafter provided, will reimburse Summit, each\nSelling Shareholder and each such controlling Person, if any, for any legal or\nother expenses reasonably incurred by them or any of them in connection with\ninvestigating or defending any actions whether or not resulting in any\nliability, including but not limited to any losses, claims, damages, expenses,\nliabilities or actions arise out of or are based upon any untrue statement or\nalleged untrue statement of a material fact contained in the registration\nstatement or any filing with any state securities commission or agency, in any\npreliminary or amended preliminary prospectus or in the final prospectus (or the\nregistration statement or prospectus as from time to time amended or\nsupplemented by the Company) or arise out of or are based upon the omission or\nalleged omission to state therein a material fact required to be stated therein\nor necessary in order to make the statements therein not misleading, or any\nviolation by the Company of any rule or regulation promulgated under the\nSecurities Act or any state securities laws or regulations applicable to the\nCompany and relating to action or inaction required of the Company in connection\nwith such registration, unless such untrue statement or alleged untrue statement\nor omission or alleged omission was made in such registration statement,\npreliminary or amended preliminary prospectus or final prospectus in reliance\nupon and in conformity with information furnished in writing to the Company in\nconnection therewith by Summit, any Selling Shareholder or any such controlling\nPerson, as the case may be, expressly for use therein.\n\n      7.2.  Promptly after receipt by Summit, a Selling Shareholder or any\ncontrolling Person of notice of the commencement of any action in respect of\nwhich indemnity may be sought against the Company, Summit, such Selling\nShareholder or such controlling Person, as the case may be, will notify the\nCompany in writing of the commencement thereof, and, subject to the provisions\nhereinafter stated, the Company shall assume the defense of such action\n(including the employment of counsel, who shall be counsel reasonably\nsatisfactory to Summit, such Selling Shareholder or such controlling Person, as\nthe case may be), and the payment of expenses insofar as such action shall\nrelate to any alleged liability in respect of which indemnity may be sought\nagainst the Company. Summit, such Selling Shareholder or any such controlling\nPerson shall have the right to employ separate counsel in any such action and to\nparticipate in the defense thereof but the fees and expenses of such counsel\nshall not be at the expense of the Company unless the employment of such counsel\nhas been specifically authorized by the Company. The Company shall not be liable\nto indemnify any Person for any settlement of any such\n\n\n                                      -4-\n\n\n\n\naction effected without the Company's consent (which consent shall not be\nunreasonably withheld or delayed). The Company shall not, except with the\napproval of each party being indemnified under this Section, consent to entry of\nany judgment or enter into any settlement which does not include as an\nunconditional term thereof the giving by the claimant or plaintiff to the\nparties being so indemnified of a release from all liability in respect to such\nclaim or litigation.\n\n      7.3.  In order to provide for just and equitable contribution to joint\nliability under the Securities Act in any case in which Summit, a Selling\nShareholder or any controlling Person of Summit, makes a claim for\nindemnification pursuant to this Section but it is judicially determined (by the\nentry of a final judgment or decree by a court of competent jurisdiction and the\nexpiration of time to appeal or the denial of the last right of appeal) that\nsuch indemnification may not be enforced in such case notwithstanding the fact\nthat this Section provides for indemnification in such case, then the Company\nand Summit, such Selling Shareholder or such controlling Person, as the case may\nbe, will contribute to the aggregate losses, claims, damages or liabilities to\nwhich they may be subject (after contribution from others) in such proportion as\nis appropriate to reflect the relative fault of the Company on the one hand and\nof Summit, such Selling Shareholder or controlling Person on the other in\nconnection with the statements or omissions which resulted in such losses,\nclaims, damages or liabilities, as well as any other relevant equitable\nconsiderations. The relative fault of the Company on the one hand and of Summit,\nsuch Selling Shareholder or controlling Person on the other shall be determined\nby reference to, among other things, whether the untrue or alleged untrue\nstatement of a material fact or omission or alleged omission to state a material\nfact relates to information supplied by the Company on the one hand or by\nSummit, such Selling Shareholder or controlling Person on the other, and each\nparty's relative intent, knowledge, access to information and opportunity to\ncorrect or prevent such statement or omission; provided, however, that, in any\nsuch case, (A) Summit, such Selling Shareholder or controlling Person shall not\nbe required to contribute any amount in excess of the public offering price of\nall such shares of Common Stock offered by it pursuant to such registration\nstatement; and (B) no Person or entity guilty of fraudulent misrepresentation\n(within the meaning of Section 11(f) of the Securities Act) will be entitled to\ncontribution from any Person or entity who was not guilty of such fraudulent\nmisrepresentation.\n\n      8.    INDEMNIFICATION OF COMPANY.\n\n      8.1.  In the event that the Company registers any of the Common Stock \nunder the Securities Act at the request of Summit pursuant to Section 3 of this\nAgreement, Summit, to the extent permitted by law, will indemnify and hold\nharmless the Company, each of its directors, each of its officers who have\nsigned or otherwise participated in the preparation of the registration\nstatement and each Person, if any, who controls the Company within the meaning\nof Section 15 of the Securities Act from and against any and all losses, claims,\ndamages, expenses or liabilities, joint or several, to which they or any of them\nmay become subject under the Securities Act or under any other statute or at\ncommon law or otherwise, and, except as hereinafter provided, will reimburse the\nCompany and each such director, officer or controlling Person for any legal or\nother expenses reasonably incurred by them or any of them in connection with\ninvestigating or defending any actions whether or not resulting in any\nliability, insofar as such loses, claims, damages, expenses, liabilities or\nactions arise out of or are based upon any untrue statement or alleged untrue \nstatement\n\n                                      -5-\n\n\n\n\n\nof a material fact contained in the registration statement or any filing with\nany state securities commission or agency, in any preliminary or amended\npreliminary prospectus or in the final prospectus (or in the registration\nstatement or prospectus as from time to time amended or supplemented) or arise\nout of or are based upon the omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary in order to make the\ntherein not misleading, but only insofar as any such statement or omission was\nmade in reliance upon and in conformity with information furnished in writing to\nthe Company in connection therewith by Summit expressly for use therein;\nPROVIDED, HOWEVER, that Summit's obligations hereunder shall be limited to an\namount equal to the proceeds received by Summit of the shares of Common Stock\nsold in such registration.\n\n      8.2.  Promptly after receipt of notice of the commencement of any action \nin respect of which indemnity may be sought against Summit, the Company will\nnotify Summit in writing of the commencement thereof, and Summit shall, subject\nto the provisions hereinafter stated, assume the defense of such action\n(including the employment of counsel, who shall be counsel reasonably\nsatisfactory to the Company) and the payment of expenses insofar as such action\nshall relate to the alleged liability in respect of which indemnity may be\nsought against Summit.\n\n      8.3.  The Company and each such director, officer or controlling Person\nshall have the right to employ separate counsel in any such action and to\nparticipate in the defense thereof, but the fees and expenses of such counsel\nshall not be at the expense of Summit unless employment of such counsel has been\nspecifically authorized by Summit. Summit shall not be liable to indemnify any\nPerson for any settlement of any such action effected without Summit's consent\n(which consent shall not be unreasonably withheld or delayed).\n\n      9.    DAMAGES. The Company recognizes and agrees that Summit will not have\nan adequate remedy if the Company fails to comply with this Agreement and that\ndamages may not be readily ascertainable, and the Company expressly agrees that,\nin the event of such failure, it shall not oppose an application by Summit or\nany other Person entitled to the benefits of this Agreement requiring specific\nperformance of any and all provisions hereof or enjoining the Company from\ncontinuing to commit any such breach of this Agreement.\n\n      10.   FURTHER OBLIGATIONS OF THE COMPANY.  Whenever under the preceding\nSections of this Agreement, the Company is required hereunder to register shares\nof Common Stock, it agrees that it shall also do the following:\n\n      10.1  Within 60 days of any request hereunder, file with the Commission a\nregistration statement, in form and substance required by the Securities Act,\nwith respect to such Common Stock and use its best efforts to cause that\nregistration statement to become effective;\n\n      10.2  As expeditiously as reasonably possible, furnish to Summit, such\nreasonable number of copies of such registration statement, each amendment and\nsupplement thereto (in each case including all exhibits thereto and documents\nincorporated by reference therein) and the prospectus included in such\nregistration statement, including each preliminary prospectus, in conformity\nwith the requirements of the Securities Act, and\n\n\n                                      -6-\n\n\n\n\nsuch other documents Summit may reasonably request in order to facilitate the\npublic sale or other disposition of the Common Stock owned by it;\n\n      10.3  After the filing of the registration statement, promptly notify\nSummit of any stop order issued or, to the knowledge of the Company, threatened\nto be issued by the Commission and use all commercially reasonable efforts to\nprevent the entry of such stop order or to remove it if entered;\n\n      10.4  Enter into a written agreement with the managing underwriter in such\nform and containing such provisions as are customary in the securities business\nfor such an arrangement between such underwriter and companies of the Company's\nsize and investment stature;\n\n      10.5. Furnish to Summit such copies of each preliminary and final\nprospectus and such other documents as Summit may reasonably request to\nfacilitate the public offering of shares of Common Stock held by Summit;\n\n      10.6. Use its best efforts to register or qualify the Common Stock covered\nby said registration statement under the applicable securities or 'blue sky'\nlaws of such jurisdictions as Summit may reasonably request;\n\n      10.7  Cooperate with Summit in taking all action in connection with\ncompleting the public offering of Common Stock, including but not limited to\nhiring, at the expense of the Company, investment bankers acceptable to Summit\nto, among other things, execute an institutional investor 'roadshow', sell the\nCommon Stock in the offering, make a market in the Common Stock, and provide\nresearch coverage on the Company;\n\n      10.8. Furnish to Summit a 'signed counterpart' of:\n\n            (a)   an opinion of counsel for the Company, dated the effective\ndate of the registration statement, and\n\n            (b)   'comfort' letters signed by the Company's independent public\naccountants who have examined and reported on the Company's financial statements\nincluded in the registration statement, to the extent permitted by the standards\nof the American Institute of Certified Public Accountants, covering\nsubstantially the same matters with respect to the registration statement (and\nthe prospectus included therein) and tin the case of the accountants' 'comfort'\nletters) with respect to events subsequent to the date of the financial\nstatements, as are customarily covered in opinions of issuer's counsel and in\naccountants' 'comfort' letters delivered to the underwriters in underwritten\npublic offerings of securities, in each case to the extent that the Company is\nrequired to deliver or cause the delivery of such opinion or 'comfort' letters\nto the underwriters in an underwritten public offering of securities;\n\n      10.9  As promptly as practicable, notify Summit, at any time when a\nprospectus relating to the sale of the Common Stock is required by law to be\ndelivered in connection with sales by an underwriter or dealer, of the\noccurrence of any event requiring the\n\n\n                                      -7-\n\n\n\n\n\n\npreparation of a supplement or amendment to such prospectus so that, as\nthereafter delivered to the purchasers of the registered Common Stock, such\nprospectus will not contain an untrue statement of a material fact or omit to\nstate any material fact required to be stated therein or necessary to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading, and as promptly as practicable make available to Summit\nand to the underwriters any such supplement or prospectus;\n\n      10.10. Permit Summit and its counsel or other representatives to inspect\nand copy such corporate documents and records as may reasonably be requested by\nthem;\n\n      10.11. Furnish to Summit a copy of all documents filed and all\ncorrespondence from or to the Commission in connection with any such offering\nof securities;\n\n      10.12. Use its best efforts to insure the obtaining of all necessary\napprovals from the National Association of Securities Dealers, Inc.; and\n\n      10.13. Otherwise use its best efforts to comply with all applicable rules\nand regulations of the Commission, and make available to its security holders,\nas soon as reasonably practicable, an earnings statement covering the period of\nat least twelve months, but not more than eighteen months, beginning with the\nfirst month after the effective date of the registration statement filed in\nconnection with the consummation of the Acquisition Agreement, which earnings\nstatement shall satisfy the provisions of Section 11(a) of the Securities Act\nand Rule 158 thereunder.\n\n      11.    EXPENSES. The Company shall bear all costs and expenses of each\nregistration under this Agreement, including, but not limited to, printing,\nlegal and accounting expenses, Securities and Exchange Commission and National\nAssociation of Securities Dealers, Inc. filing fees and expenses, and 'blue sky'\nfees and expenses and the reasonable expenses of Summit in connection with the\nregistration of its shares of Common Stock; PROVIDED, HOWEVER, that Summit shall\nbear the expenses of any underwriter's fees, commissions or discounts in\nconnection with such registrations, and that the Company and Summit shall share\nthe costs of any accountant's 'comfort letters' obtained in connection with any\nTake Downs under a Shelf Registration Statement pursuant to Section 4.2 hereof.\n\n      The Company shall also pay all expenses in connection with any\nregistration initiated pursuant to this Agreement which is withdrawn, delayed or\nabandoned at the request of the Company, unless such registration is withdrawn,\ndelayed or abandoned solely because of any actions of Summit.\n\n      12.    DELAY OF REGISTRATION. For a period not to exceed 90 days, the \nCompany shall not be obligated to prepare and file, or prevented from delaying\nor abandoning, a registration statement pursuant to this Agreement at any time\nwhen the Company, in its good faith judgment with advice of counsel (as\ncertified by an officer of the Company in a certificate delivered to Summit)\nreasonably believes:\n\n      12.1.  That the filing thereof at the time requested, or the offering of\nCommon Stock pursuant thereto, would materially and adversely affect (a) a\npending or scheduled public offering of the Company's securities, (b) an\nacquisition, merger, recapitalization,\n\n\n                                      -8-\n\n\n\n\nconsolidation, reorganization or similar transaction by or of the Company, (c)\npreexisting and continuing negotiations, discussions or pending proposals with\nrespect to any of the foregoing transactions, (d) the financial condition of the\nCompany in view of the disclosure of any pending or threatened litigation,\nclaim, assessment or governmental investigation which may be required thereby or\nany other material Company matter; and\n\n      12.2. That the failure to disclose any material information with respect\nto the foregoing would cause a violation of the Securities Act or the Exchange\nAct.\n\n            The Company may exercise its rights under this Section only once\nduring any twelve (12) month period.\n\n      13.   APPROVAL OF UNDERWRITER. Any managing underwriter engaged by the\nCompany in any registration made pursuant under this Agreement shall require the\napproval in writing of Summit and the consent of the Company, which consent\nshall not be unreasonably withheld.\n\n      14.   NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the part of \nany party to this Agreement in exercising any right, power or remedy hereunder\nshall operate as a waiver thereof; nor shall any single or partial exercise of\nany such right, power or remedy preclude any other or further exercise thereof\nor the exercise of any other right, power or remedy hereunder. The remedies\nherein provided are cumulative and not exclusive of any remedies provided by\nlaw.\n\n      15.   AMENDMENTS, WAIVERS AND CONSENTS. Except as hereinafter provided,\nchanges in or additions to this Agreement may be made, termination of this\nAgreement, and compliance with any covenant or provision set forth herein may be\nomitted or waived, if consented to in writing by the Company and Summit. Any\nwaiver or consent may be given subject to satisfaction of conditions stated\ntherein and any waiver or consent shall be effective only in the specific\ninstance and for the specific purpose for which given.\n\n      16.   ADDRESSES FOR NOTICES. All notices, requests, demands and other\ncommunications provided for hereunder shall be in writing (including telegraphic\ncommunication) and mailed, telegraphed or delivered to each party at the address\nset forth in below or at such other address as to which such party may inform\nthe other parties in writing in compliance with the terms of this Section. All\nsuch notices, requests, demands and other communications shall, when mailed\n(which mailing must be accomplished by first class mail, postage prepaid;\nelectronic facsimile transmission; express overnight courier service; or\nregistered mail, return receipt requested) or telegraphed, and shall be\nconsidered to be delivered three (3) days after dispatch.\n\n      If to Summit:\n\n            Summit Technology, Inc.\n            21 Hickory Drive\n            Waltham, MA  02154\n            Attn:  Chief Executive Officer\n\n\n                                      -9-\n\n\n\n\n      with a copy to:\n\n            Goldstein &amp; Manello, P.C.\n            265 Franklin Street\n            Boston, MA  02110\n            Attn:  Lauren Jennings, Esq.\n\n      If to the Company:\n\n            LCA-Vision Inc.\n            7840 Montgomery Road\n            Cincinnati, Ohio  45236\n            Attn:  President\n\n      with a copy to:\n\n            Dinsmore &amp; Shohl, L.L.P.\n            1900 Chemed Center\n            255 East Fifth Street\n            Cincinnati, Ohio  45202-3172\n            Attn:  Charles F. Hertlein, Jr., Esq.\n\n      17.   BINDING EFFECT, ASSIGNMENT. This Agreement shall be binding upon and\ninure to the benefit of the Company and Summit and their respective successors\nand assigns, except that the Company shall not have the right to delegate its\nobligations hereunder or to assign its rights hereunder or any interest herein\nwithout the prior written consent of Summit.\n\n      18.   GOVERNING LAW.  This Agreement shall be governed by, and construed\nin accordance with, the internal laws of the State of Delaware, and without\ngiving effect to choice of laws provisions.\n\n      19.   HEADINGS.  Article, section and subsection headings in this\nAgreement are included herein for convenience of reference only and shall not\nconstitute a part of this Agreement for any other purpose.\n\n      20.   COUNTERPARTS.  This Agreement may be executed in one or more of\ncounterparts, all of which taken together shall constitute one and the same\ninstrument, and either party hereto may execute this Agreement by signing any\nsuch counterpart.\n\n      21.   TERM. This Agreement shall remain in full force and effect until all\nof the Retained Shares shall have been sold hereunder; provided that the\nprovisions of Section 7 and 8 hereof shall survive any termination of this\nAgreement.\n\n      22.   FURTHER ASSURANCES. From and after the date of this Agreement, upon\nthe request of Summit or the Company, the Company and Summit shall execute and\ndeliver such instruments, documents and other writings as may be reasonably\nnecessary or desirable to confirm and carry out and to effectuate fully the\nintent and purposes of this Agreement.\n\n\n                                      -10-\n\n\n\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as an\ninstrument under seal as of the date set forth in the first paragraph hereof.\n\n\n                                          LCA-VISION INC.\n\n\n\n                                          By: \/s\/Stephen N. Joffe\n                                              _______________________\n                                              Stephen N. Joffe\n                                              President\n\n\n\n\n                                          SUMMIT TECHNOLOGY, INC.\n\n\n\n                                          By: \/s\/Robert J. Palmisano\n                                              _______________________\n                                              Robert J. Palmisano\n                                              Chief Executive Officer\n\n\n\n                                      -11-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8028,8967],"corporate_contracts_industries":[9436,9438],"corporate_contracts_types":[9632,9629],"class_list":["post-43877","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lca-vision-inc","corporate_contracts_companies-summit-autonomous-inc","corporate_contracts_industries-health__instruments","corporate_contracts_industries-health__misc","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43877","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=43877"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43877"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43877"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43877"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}