{"id":43936,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stockholder-agreement-autonomous-technologies-corp-and-summit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stockholder-agreement-autonomous-technologies-corp-and-summit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stockholder-agreement-autonomous-technologies-corp-and-summit.html","title":{"rendered":"Stockholder Agreement &#8211; Autonomous Technologies Corp. and Summit Technology Inc."},"content":{"rendered":"<pre>\n                             STOCKHOLDER AGREEMENT\n\n\n     STOCKHOLDER AGREEMENT, dated as of October 1, 1998 (the 'Agreement'),\nbetween the undersigned holder (the 'Holder') of shares of the common stock,\n$0.01 par value per share (the 'Company Common Stock'), of Autonomous\nTechnologies Corporation, a Florida corporation (the 'Company'), and Summit\nTechnology, Inc., a Massachusetts corporation ('Parent').\n\n                                    RECITALS\n\n     The Company, Parent and Alpine Acquisition Corp., a Delaware corporation\nand a wholly owned subsidiary of Parent ('Merger Sub'), propose to enter into an\nAgreement and Plan of Merger dated the date hereof (the 'Merger Agreement';\ncapitalized terms not otherwise defined herein being used herein as therein\ndefined), pursuant to which the Company would be merged (the 'Merger') with and\ninto Merger Sub, and each outstanding share of Company Common Stock would be\nconverted into the right to receive the Merger Consideration, which includes\nshares ('Parent Shares') of the common stock, $0.01 par value per share, of\nParent;\n\n     In order to induce Parent to enter into the Merger Agreement, and at the\nrequest of Parent, the Holder has agreed, to enter into this Agreement;\n\n     Prior to the date hereof, Parent, Merger Sub and the Holder had no\nagreement, arrangement or understanding (as defined in Section 607.0901 of the\nFlorida Business Corporation Act (the 'FBCA')) for the purpose of acquiring,\nholding, voting or disposing of shares of Company Common Stock; and\n\n     In consideration for the agreements contained herein and in the Merger\nAgreement, prior to the date hereof, and prior to the time at and date on which\neach of Parent and Merger Sub became an 'interested stockholder' for purposes of\nSection 607.0901 of the FBCA, the board of the directors of the Company has\napproved this Agreement.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, the parties hereto agree as follows:\n\n     1.   Representations and Warranties of Holder.  The Holder represents and\nwarrants to Parent as follows:\n\n \n     (a) Ownership of Securities.  The Holder is the record and beneficial owner\nof the number of shares of Company Common Stock (together with any shares of\nCompany Common Stock hereafter acquired by the Holder, the 'Subject Shares') and\nthe number and kind of other securities of the Company (together with the\nSubject Shares and any other securities of the Company hereafter acquired by the\nHolder, the 'Subject Securities') set forth on the signature page to this\nAgreement.  The Holder has sole voting power and sole power to issue\ninstructions with respect to the voting of the Subject Securities, sole power of\ndisposition, sole power of exercise or conversion and the sole power to demand\nappraisal right, in each case with respect to all of the Subject Securities.\n\n     (b) Power; Binding Agreement.  The Holder has the legal capacity, power and\nauthority to enter into and perform all of the Holder's obligations under this\nAgreement.  The execution, delivery and performance of this Agreement by the\nHolder will not violate any other agreement to which such Holder is a party\nincluding, without limitation, any trust agreement, voting agreement,\nstockholder's agreement or voting trust.  This Agreement has been duly and\nvalidly executed and delivered by the Holder and constitutes a valid and binding\nagreement of such Holder, enforceable against the Holder in accordance with its\nterms.  If the Holder is married and the Subject Securities constitute community\nproperty, this Agreement has been duly authorized, executed and delivered by,\nand constitutes a valid and binding agreement of, the Holder's spouse,\nenforceable against such person in accordance with its terms.\n\n     (c) No Conflicts.  No filing with, and no permit, authorization, consent or\napproval of, any state or federal public body or authority is necessary for the\nexecution of this Agreement by the Holder and the consummation by the Holder of\nthe transactions contemplated hereby and neither the execution and delivery of\nthis Agreement by the Holder nor the consummation by the Holder of the\ntransactions contemplated hereby nor compliance by the Holder with any of the\nprovisions hereof shall conflict with or result in any breach of any applicable\npartnership or other organizational documents applicable to the Holder, result\nin a violation or breach of, or constitute (with or without notice or lapse of\ntime or both) a default (or give rise to any third-party right of termination,\ncancellation, material modification or acceleration) under any of the terms,\nconditions or provisions of any note, bond, mortgage, indenture, license,\ncontract, commitment, arrangement, understanding, agreement or other instrument\nor obligation of any kind to which the Holder is a party or by which the\nHolder's properties or assets may be bound or violate any order, writ,\ninjunction, decree, judgment, order, statute, rule or regulation applicable to\nthe Holder or any of the Holder's properties or assets.\n\n     (d) No Liens.  The Subject Securities are now and at all times during the\nterm hereof will be held by the Holder, or by a nominee or custodian for the\nbenefit of the Holder, free and clear of all liens, claims, security interests,\nproxies, voting trusts or agreements, understandings or arrangements or any\nother encumbrances whatsoever, except for any encumbrances arising hereunder.\n\n                                      -2-\n\n \n     (e) No Brokers.  Except as provided in the Merger Agreement, no broker,\nfinder or investment banker is entitled to any brokerage, finder's or other fee\nor commission in connection with the transactions contemplated by the Merger\nAgreement based upon arrangements made by or on behalf of the Holder.\n\n     2.   Agreement to Vote Shares.  At every meeting of the stockholders of the\nCompany called with respect to any of the following, and at every adjournment\nthereof, and on every action or approval by written consent of the stockholders\nof the Company with respect to any of the following, the Holder shall vote all\nor cause to be voted the Subject Securities that he beneficially owns on the\nrecord date of any such vote (i) in favor of the Merger, the adoption of the\nMerger Agreement and the approval of the terms thereof and (ii) against (x) any\nAcquisition Proposal made in opposition to or competition with the Merger, (y)\nany merger (including, without limitation, an Alternative Transaction),\nconsolidation, sale of assets requiring stockholder approval, reorganization or\nrecapitalization of the Company, with any other person than Parent or its\naffiliates, and (z) any liquidation or winding up of the Company.\n\n     3.   Proxy.  THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS MERGER SUB AND\nTHE PRESIDENT OF MERGER SUB AND THE TREASURER OF MERGER SUB, IN THEIR RESPECTIVE\nCAPACITIES AS OFFICERS OF MERGER SUB, AND ANY INDIVIDUAL WHO SHALL HEREAFTER\nSUCCEED TO ANY SUCH OFFICE OF MERGER SUB, AND ANY OTHER DESIGNEE OF MERGER SUB,\nAND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT\n(WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT\nTO THE SUBJECT SECURITIES SOLELY WITH RESPECT TO THE MATTERS IN AND SOLELY IN\nACCORDANCE WITH, SECTION 2 HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST AND\nSHALL BE IRREVOCABLE, AND THE HOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE\nSUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS\nPROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY HIM WITH RESPECT TO THE\nSUBJECT SECURITIES.\n\n     4.   Covenants of the Holder.  The Holder hereby agrees and covenants that:\n\n     (a) No Solicitation.  The Holder, solely in his capacity as a stockholder\nof the Company, shall not, directly or indirectly, solicit (including by way of\nfurnishing information) or respond to any inquiries or the making of any\nproposal by any person or entity (other than Parent or any affiliate of Parent)\nwith respect to the Company that constitutes or could reasonably be expected to\nlead to an Acquisition Proposal.  If the Holder receives any such inquiry or\nproposal, then he shall promptly inform Parent of the terms and conditions, if\nany, of such inquiry or proposal and the identity of the person making it.  The\nHolder will immediately cease and cause to be terminated any existing\nactivities, discussions or negotiations with any parties conducted heretofore\nwith respect to any of the foregoing.  The \n\n                                      -3-\n\n \nrestrictions and covenants contained in this Section 4(a) shall apply to the\nHolder only in his capacity as a stockholder, and not to the Holder in his\ncapacity as a director or officer of the Company.\n\n     (b) Restriction on Transfer, Proxies and Noninterference.  The Holder shall\nnot, directly or indirectly:  (i) except pursuant to the terms of the Merger\nAgreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or\notherwise dispose of, or enter into any contract, option or other arrangement or\nunderstanding with respect to or consent to the offer for sale, sale, transfer,\ntender, pledge, encumbrance, assignment or other disposition of, any or all of\nthe Holder's Subject Securities; (ii) except as contemplated hereby, grant any\nproxies or powers of attorney, deposit any Subject Shares into a voting trust or\nenter into a voting agreement with respect to any Subject Shares; or (iii) take\nany action that would make any representation or warranty contained herein\nuntrue or incorrect or have the effect of preventing or disabling the Holder\nfrom performing his obligations under this Agreement.  Holder agrees within\nthree (3) business days of the date of this Agreement to cause to be affixed a\nlegend on each certificate representing Subject Securities the following legend:\n\n     'THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN\n     COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE STOCKHOLDER AGREEMENT,\n     DATED AS OF OCTOBER ___, 1998, A COPY OF WHICH IS ON FILE WITH THE\n     SECRETARY OF THE ISSUER.'\n\n     5.   Agreement as Stockholder.  Parent and the Holder acknowledge and agree\nthat none of the provisions set forth herein shall be deemed to restrict or\nlimit any fiduciary duty that the Holder may have as a director or an officer of\nthe Company provided that no such duty shall excuse the Holder from his\nobligation to vote the Subject Securities, to the extent that they may be so\nvoted as provided herein, and to otherwise comply with each of the terms and\nconditions of the Agreement.\n\n     6.   Assignment; Benefits.  The rights (but not the obligations) of Parent\nhereunder may be assigned, in whole or in part, to Merger Sub or any other\ndirect or indirect wholly owned subsidiary of Parent, to the extent and for so\nlong as it remains a direct or indirect wholly owned subsidiary of Parent.\nOther than as permitted in the preceding sentence, this Agreement may not be\nassigned by any party hereto without the prior written consent of the other\nparty.\n\n     This Agreement shall be binding upon, and shall inure to the benefit of,\nthe Holder, Parent and their respective successors and permitted assigns.\n\n     7.   Notices.  All notices and other communications given or made pursuant\nhereto shall be in writing and shall be deemed to have been duly given or made\nif and when delivered \n\n                                      -4-\n\n \npersonally or by overnight courier or sent by electronic transmission, with\nconfirmation received, to the telecopy numbers specified below:\n\n     If to the Holder, to the Holder at the address appearing on the signature\npage beneath the Holder's name, with a copy to:\n\n          Autonomous Technologies Corporation\n          2800 Discovery Drive\n          Orlando, FL  32826\n          Telecopier No.:  (407) 384-1699\n          Telephone No.:  (407) 384-1600\n          Attention:  Chairman and CEO\n\n          With a copy to:\n\n          Gray, Harris &amp; Robinson, P.A.\n          201 East Pine Street, Suite 1200\n          Orlando, FL  32801\n          Telecopier No.:  (407) 244-5690\n          Telephone No.:  (407) 843-8880\n          Attention:  William A. Grimm, Esq.\n\n          If to Parent or Merger Sub:\n\n          Summit Technology, Inc.\n          21 Hickory Drive\n          Waltham, Massachusetts  02541\n          Telecopier No.:  (781) 890-6316\n          Telephone No.:  (781) 890-1234\n          Attention:  General Counsel\n\n          With a copy to:\n\n          Ropes &amp; Gray\n          One International Place\n          Boston, MA  02110\n          Telecopier No.: (617) 951-7050\n          Telephone No.: (617) 951-7000\n          Attention:  Keith F. Higgins, Esq.\n\nor to such other address or telecopy number as any party may have furnished to\nthe other parties in writing in accordance herewith.\n\n                                      -5-\n\n \n     8.   Specific Performance.  The parties hereto agree that irreparable harm\nwould occur in the event that any of the provisions of this Agreement were not\nperformed in accordance with its specific terms or were otherwise breached.  It\nis accordingly agreed that the parties shall be entitled to an injunction or\ninjunctions to prevent breaches of this Agreement and to enforce specifically\nthe terms and provisions hereof in any court of the United States or any state\nthereof having jurisdiction, this being in addition to any other remedy to which\nthey are entitled at law or in equity.\n\n     9.   Amendment.  This Agreement may not be amended or modified, except by\nan instrument in writing signed by or on behalf of each of the parties hereto.\nThis Agreement may not be waived by either party hereto, except by an instrument\nin writing signed by or on behalf of the party granting such waiver.\n\n     10.  Governing Law.  This Agreement shall be governed by and construed in\naccordance with the laws of the Commonwealth of Massachusetts without giving\neffect to the conflict of laws principles thereof.\n\n     11.  Counterparts.  This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same agreement.\n\n     12.  Termination.  Unless the Merger shall have been consummated, this\nAgreement shall terminate upon the earlier to occur of (i) 180 days after the\ntermination of the Merger Agreement pursuant to Section 7.1 thereof, or (ii)\nFebruary 28, 1999.  The date and time at which this Agreement is terminated in\naccordance with this Section 12 is referred to herein as the 'Termination Date.'\nUpon any termination of this Agreement, this Agreement shall thereupon become\nvoid and of no further force and effect, and there shall be no liability in\nrespect of this Agreement or of any transactions contemplated hereby or by the\nMerger Agreement on the part of any party hereto or any of its directors,\nofficers, stockholders, employees, agents, advisors, representatives or\naffiliates; provided, however, that nothing herein shall relieve any party from\nany liability for such party's willful breach of this Agreement; and provided\nfurther that nothing herein shall limit, restrict, impair, amend or otherwise\nmodify the rights, remedies, obligations or liabilities of any person under any\nother contract or agreement, including, without limitation, the Merger\nAgreement.  This Agreement shall survive the consummation of the Merger.\n\n\n                [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK.]\n\n                                      -6-\n\n \n     IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of\neach of the parties hereto, all as of the date first above written.\n\n\n                              SUMMIT TECHNOLOGY, INC.\n\n\n\n                              By: \n                                  -------------------------------------\n                                  Name:\n                                  Title:\n\n\n                              THE HOLDER:\n\n\n\n                                  -------------------------------------\n                                  Name:\n                                  Address:\n\n\nShares of Company Common Stock:\n\nOptions\/Warrants to Purchase Company Common Stock:\n\n                                      -7-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6805,8967],"corporate_contracts_industries":[9436],"corporate_contracts_types":[9629,9633],"class_list":["post-43936","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-autonomous-technologies-corp","corporate_contracts_companies-summit-autonomous-inc","corporate_contracts_industries-health__instruments","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43936","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=43936"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43936"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43936"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43936"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}