{"id":43983,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-and-stock-option-agreement-visx-inc-and-eugene-i.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-and-stock-option-agreement-visx-inc-and-eugene-i","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/voting-and-stock-option-agreement-visx-inc-and-eugene-i.html","title":{"rendered":"Voting and Stock Option Agreement – VISX Inc. and Eugene I. Gordon"},"content":{"rendered":" VOTING AND STOCK OPTION AGREEMENT\n\n This VOTING AND STOCK OPTION AGREEMENT (the \"Agreement\") is made and\nentered into as of August 17, 2001 by and between VISX, Incorporated, a Delaware\ncorporation (\"Parent\"), and Eugene I. Gordon, the undersigned stockholder\n(\"Stockholder\") of Medjet Inc., a Delaware corporation (the \"Company\").\n\n BACKGROUND\n\n A. Concurrently with the execution of this Agreement, Parent, Orion\nAcquisition Corp., a Delaware corporation and a wholly owned subsidiary of\nParent (\"Merger Sub\") and the Company have entered into an Agreement and Plan of\nMerger and Reorganization, dated as of August 17, 2001 (as the same may be\namended from time to time, the \"Merger Agreement\"), which provides, subject to\nthe satisfaction or waiver of the conditions set forth in the Merger Agreement,\nfor the merger (the \"Merger\") of Merger Sub with and into the Company.\nCapitalized terms not otherwise defined herein have the meanings given to such\nterms in the Merger Agreement.\n\n B. Pursuant to the Merger, all of the issued and outstanding shares of\ncapital stock of the Company, except those shares owned by Parent, will be\nconverted into the right to receive the consideration set forth therein, all\nupon the terms and subject to the conditions set forth in the Merger Agreement.\n\n C. Stockholder is the beneficial owner (as defined in Rule 13d-3 under\nthe Securities Exchange Act of 1934, as amended (the \"Exchange Act\")) of the\nnumber of shares of outstanding common stock of the Company (\"Company Common\nStock\") and the number of vested options and\/or warrants to purchase Company\nCommon Stock (the \"Stock Options\"), as set forth on the Schedule A. The Company\nCommon Stock owned by the Stockholder as of the date hereof, together with any\ncommon or preferred stock of the Company acquired by the Stockholder after the\ndate of this Agreement whether upon the exercise of Stock Options or otherwise,\nare referred to herein as the Stockholder's \"Shares.\" The Stock Options owned by\nthe Stockholder as of the date hereof, together with any Stock Options acquired\nby the Stockholder after the date of this Agreement (including the vesting of\nStock Options unvested as of the date of this Agreement), are referred to herein\nas the Stockholder's \"Total Options.\" The Shares and the Total Options are\nreferred to herein as the Stockholder's \"Securities.\"\n\n D. As an inducement and a condition to Parent's execution of the Merger\nAgreement, the Company and the Stockholder are entering into this Agreement.\n\n NOW, THEREFORE, in consideration of the execution and delivery by Parent\nof the Merger Agreement and the mutual covenants, conditions and agreements\nherein contained, the parties hereto hereby agree as follows:\n\n 1. Voting Agreement. The Stockholder agrees that, during the time this\nAgreement is in effect, at any meeting of the stockholders of the Company (a\n\"Company Stockholders' Meeting\"), however called, and at every adjournment or\npostponement thereof, he, she or it shall:\n\n\n 2\n\n (a) appear at the meeting or otherwise cause his, her or its\nShares to be counted as present thereat for purposes of establishing a quorum;\n\n (b) vote, or execute consents in respect of, his, her or its\nShares, or cause his, her or its Shares to be voted, or consents to be executed\nin respect thereof, in favor of the approval and adoption of the Merger\nAgreement (including any revised or amended Merger Agreement), and any action\nrequired in furtherance thereof;\n\n (c) vote, or execute consents in respect of, his, her or its\nShares, or cause his, her or its Shares to be voted, or consents to be executed\nin respect thereof, against (i) any agreement or transaction relating to any\nTakeover Proposal or transaction or occurrence that if proposed and offered to\nthe Company or its stockholders (or any of them) would constitute a Takeover\nProposal (collectively, \"Alternative Transactions\") or (ii) any amendment of the\nCompany's Certificate of Incorporation or By-laws or other proposal, action or\ntransaction involving the Company or any of its Subsidiaries or any of its\nstockholders, which amendment or other proposal, action or transaction could\nreasonably be expected to prevent or materially impede or delay the consummation\nof the Merger or the other transactions contemplated by the Merger Agreement or\nthe consummation of the transactions contemplated by this Agreement, or change\nin any manner the voting rights of the Company Common Stock (collectively,\n\"Frustrating Transactions\") presented to the Stockholders of the Company\n(regardless of any recommendation of the Board of Directors of the Company) or\nin respect of which vote or consent of the Stockholder is requested or sought.\n\n 2. Irrevocable Proxy. As security for the Stockholder's obligations\nunder Section 1, effective immediately upon the removal of legends from, or the\nlifting of transfer restrictions on, the Stockholder's Shares by the California\nDepartment of Corporations, sufficient to allow the transfer of interests in the\nShares to Parent pursuant to the Merger and this Agreement (the \"Proxy Effective\nTime\"), the Stockholder hereby irrevocably constitutes and appoints Parent as\nhis, her or its attorney and proxy in accordance with Delaware General\nCorporation Law, with full power of substitution and resubstitution, to cause\nthe Stockholder's Shares to be counted as present at any Company Stockholders\nMeetings to vote his, her or its Shares at any Company Stockholders' Meeting,\nhowever called, and execute consents in respect of his, her or its shares as and\nto the extent provided in Section 1. THIS PROXY AND POWER OF ATTORNEY UPON ITS\nEFFECTIVENESS WILL BE IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder\nhereby revokes all other proxies and powers of attorney with respect to his, her\nor its Shares that he, she or it may have heretofore appointed or granted, and\nno subsequent proxy or power of attorney shall be granted, in each case to the\nextent such prior or subsequent proxies or powers of attorney would prevent the\nStockholder from complying with such Stockholder's obligations under this\nAgreement.\n\n 3. Option.\n\n (a) Subject to the terms and conditions set forth in this\nAgreement, effective immediately upon the Proxy Effective Time, the Stockholder\nhereby grants to Parent an irrevocable option (the \"Option\") to purchase (i) the\nnumber of shares of Company Common Stock set forth next to the Stockholder's\nname on Schedule A hereto (as adjusted as set forth herein) and any other shares\nof Company Common Stock or Company Preferred Stock owned by the Stockholder\n\n\n -2-\n 3\n\nbeneficially or acquired after the date of this Agreement, at a per share\npurchase price equal to $2.00 (as adjusted as set forth herein), and (ii) the\nnumber of Stock Options set forth next to the Stockholder's name on Schedule A\nhereto (as adjusted as set forth herein) and any other Stock Options owned by\nthe Stockholder beneficially or acquired after the date of this Agreement, at a\nper share purchase price equal to the difference between $2.00 and the exercise\nprice per share (if less than $2.00) of each Stock Option (as adjusted as set\nforth herein), provided that such Stock Options can be transferred to Parent\npursuant to the terms of the governing agreements or instruments thereof. The\ntotal price to be paid by Parent to the Stockholder for all such Shares and\nTotal Options is herein referred to as the \"Purchase Price.\"\n\n (b) The Option may be exercised by Parent, in whole (but not in\npart):\n\n (i) if after the date hereof the Merger Agreement shall be\nterminated pursuant to Section 7.1(e) or Section 7.1(g) of the Merger Agreement;\nor\n\n (ii) if after the date hereof, and prior to the\ntermination of the Merger Agreement, Parent (A) makes, or indicates in writing\nits willingness to make, sufficient funds available to effect the Merger, and\n(B) attempts to effect the Merger pursuant to the Merger Agreement and the\nDelaware General Corporation Law, but is unable to do so for any reason\n(including but not limited to the failure of the Company to call or hold a\nCompany Stockholders' Meeting).\n\n (c) In the event that Parent wishes to exercise the Option, it\nshall send to the Stockholder a written notice (the date of each such notice\nbeing herein referred to as a \"Notice Date\") setting forth its irrevocable\nelection to that effect, which notice also specifies a date not earlier than\nthree business days nor later than 30 business days from the Notice Date for the\nclosing of such purchase (an \"Option Closing Date\"); provided, however, that (i)\nif the closing of a purchase and sale pursuant to the Option (an \"Option\nClosing\") cannot be consummated by reason of any applicable judgment, decree,\norder, law or regulation, the period of time that otherwise would run pursuant\nto this sentence shall run instead from the date on which the restriction on\nconsummation has expired or been terminated and (ii) without limiting the\nforegoing, if prior notification to or approval of any regulatory authority is\nrequired in connection with the purchase, Parent and the Stockholder shall\npromptly file the required notice or application for approval and shall\ncooperate in the expeditious filing of such notice or application, and the\nperiod of time that otherwise would run pursuant to this sentence shall run\ninstead from the date on which, as the case may be, (A) any required\nnotification period has expired or been terminated or (B) any required approval\nhas been obtained, and in either event, any requisite waiting period has expired\nor been terminated. Each of Parent and the Stockholder agrees to use\ncommercially reasonable efforts to cooperate with and provide information to the\nother, for the purpose of any required notice or application for approval. Any\nexercise of the Option shall be deemed to occur on the Notice Date relating\nthereto. The place of any Option Closing shall be at the offices of Parent,\nwhich address is set forth in the Merger Agreement, and the time of the Option\nClosing shall be 10:00 a.m. (Pacific Time) on the Option Closing Date.\n\n\n -3-\n 4\n\n (d) At the Option Closing, Parent shall pay to the Stockholder in\nimmediately available funds by wire transfer to a bank account designated in\nwriting by the Stockholder an amount equal to the Purchase Price; provided, that\nfailure or refusal of the Stockholder to designate a bank account shall not\npreclude Parent from exercising the Option.\n\n (e) At the Option Closing, simultaneously with the delivery of\nimmediately available funds as provided above, the Stockholder shall deliver to\nParent a certificate or certificates representing its Securities to be purchased\nat such Option Closing, which Securities shall be free and clear of all liens,\nclaims, charges and encumbrances of any kind whatsoever, except as set forth on\nSchedule B hereto.\n\n (f) In the event of any change in the Company Common Stock by\nreason of a stock dividend, split-up, merger, recapitalization, combination,\nexchange of shares or similar transaction, the type and number of Securities\nsubject to the Option, and the per share purchase price therefor, shall be\nadjusted appropriately, so that Parent shall receive upon exercise of the Option\nthe number and class of shares or other securities or property that Parent would\nhave received if the Option had been exercised immediately prior to such event\nor the record date therefor, as applicable.\n\n (g) After Parent attempts to exercise the Option, in the event\nthe Stockholder is unable to comply with the provisions of this Section 3 due to\nany restrictions on transferability placed on the Securities by any governmental\nauthority, the Stockholder will use best efforts to promptly remove such\nrestrictions, and at Parent's request, will place the Securities in escrow and\nwill not attempt to transfer the Securities to any other party pursuant to any\nagreement to sell, merger or otherwise.\n\n 4. Termination. This Agreement shall terminate upon the earliest of:\n\n (a) the Effective Time of the Merger;\n\n (b) the termination of the Merger Agreement for reasons other\nthan those described in Section 4(c) below; and\n\n (c) 20 days following the termination of the Merger Agreement\npursuant to Section 7.1(e) or Section 7.1(g) thereof (except that Section 1 and\nSection 2 hereof shall terminate upon termination of the Merger Agreement\npursuant to Section 7.1(e) or Section 7.1(g) thereof).\n\n Notwithstanding the foregoing, if the Option cannot be exercised by\nreason of any applicable judgment, decree, order, law or regulation, the Option\nshall remain exercisable and shall not terminate until the earlier of (x) the\ndate on which such impediment shall become final and not subject to appeal, and\n(y) 5:00 p.m. Pacific Time, on the tenth (10th) business day after such\nimpediment shall have been removed. Notwithstanding the termination of the\nOption or this Agreement, Parent shall be entitled to purchase the Securities if\nit has exercised the Option in accordance with the terms hereof prior to such\ntermination and such termination shall not affect any rights hereunder which by\ntheir terms do not terminate or expire prior to or as of such termination.\n\n\n -4-\n 5\n\n 5. Representations and Warranties of Parent. Parent represents and\nwarrants to the Stockholder as follows:\n\n (a) Organization; Due Authorization; Enforceability. Parent is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware.\n\n (b) Authority Relative to this Agreement. Parent has full\ncorporate power and authority to execute and deliver this Agreement. The\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby have been duly and validly authorized by the\nBoard of Directors of Parent, and no other corporate proceedings on the part of\nParent are necessary to authorize this Agreement or to consummate the\ntransactions contemplated hereby. This Agreement has been duly and validly\nexecuted and delivered by Parent and constitutes a valid and binding agreement\nof Parent, enforceable against Parent in accordance with its terms, subject to\napplicable bankruptcy, insolvency, moratorium or other similar laws relating to\ncreditors' rights and to general principles of equity.\n\n 6. Representations and Warranties of the Stockholder. The Stockholder\nhereby represents and warrants to Parent as follows:\n\n (a) Organization; Due Authorization; Enforceability. The\nStockholder has full power and authority to execute and deliver this Agreement.\nThe execution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby have been duly and validly authorized by all\nnecessary action on the part of the Stockholder, and no other proceedings on the\npart of the Stockholder are necessary to authorize this Agreement or to\nconsummate the transactions contemplated hereby. This Agreement has been duly\nand validly executed and delivered by the Stockholder and constitutes a valid\nand binding agreement of the Stockholder, enforceable against such Stockholder\nin accordance with its terms, subject to applicable bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights and to general\nprinciples of equity.\n\n (b) Ownership of Securities; Voting Rights. The Stockholder owns,\nof record and beneficially, the shares of Company Common Stock and Stock Options\nset forth opposite the Stockholder's name on Schedule A. The Stockholder has\nsole voting power with respect to his or her shares of Company Common Stock.\nExcept pursuant to this Agreement or as set forth on Schedule B, the\nStockholder's shares of Company Common Stock are not subject to any voting trust\nagreement or other contract, agreement, arrangement, commitment or understanding\nto which the Stockholder is a party restricting or otherwise relating to the\nvoting, dividend rights or disposition of such shares of Company Common Stock.\nThe Company Common Stock are the only equity securities of the Company owned by\nthe Stockholder. The Stockholder does not have any option or other right to\nacquire any equity securities of the Company other than the Stock Options.\n\n (c) No Encumbrances. Except as set forth on Schedule B, upon the\nexercise of the Option and the delivery to Parent by Stockholder of a\ncertificate or certificates, or other similar document, evidencing the Shares\nand Total Options, Parent will receive good, valid and marketable title to the\nShares and Total Options, free and clear of all security interests, liens,\nclaims, pledges,\n\n\n -5-\n 6\n\noptions, rights of first refusal, agreements, limitations on Parent's voting\nrights, charges and other encumbrances of any nature whatsoever (except any\nsecurity interest created by Parent).\n\n (d) No Conflicts. Except as set forth on Schedule B, no\nauthorization, consent or approval of, or filing with, any court or any public\nbody or authority is necessary for the consummation by the Stockholder of the\ntransactions contemplated by this Agreement. The execution, delivery and\nperformance of this Agreement by the Stockholder will not constitute a breach,\nviolation or default (or any event which, with notice or lapse of time or both,\nwould constitute a default) under, or result in the termination of, or\naccelerate the performance required by, or result in a right of termination or\nacceleration under, or result in the creation of any lien or encumbrance upon\nany of the properties or assets of such Stockholder under, any note, bond,\nmortgage, indenture, deed of trust, license, lease, agreement or other\ninstrument to which such Stockholder is a party or by which his, her or its\nproperties or assets are bound, other than breaches, violations, defaults,\nterminations, accelerations or creation of liens and encumbrances which, in the\naggregate, would not materially impair the ability of such Stockholder to\nperform his, her or its obligations hereunder.\n\n (e) Brokers. No broker, finder or investment banker is entitled\nto any brokerage, finder's or other fee or commission in connection with the\ntransactions contemplated hereby based upon arrangements made by or on behalf of\nthe Stockholder.\n\n 7. Stockholder Covenants. The Stockholder hereby covenants and agrees as\nfollows:\n\n (a) The Stockholder hereby agrees, while this Agreement is in\neffect, and except as contemplated hereby, not to sell, transfer, pledge,\nencumber, assign or otherwise dispose of, or enter into any contract, option or\nother arrangement or understanding with respect to the sale, transfer, pledge,\nencumbrance, assignment or other disposition of (all of the foregoing, \"Sell,\"\n\"Sold\" or \"Sale,\" as the case may be), any of the Securities; provided, however,\nthat Stockholder may transfer any of the Shares to a trust of which there are no\nbeneficiaries other than the parents, spouse or children of Stockholder, or\notherwise make transfers for estate planning purposes, so long as the trust and\nthe trustees, or other transferee, thereof, deliver a signed copy of this\nAgreement to Parent, agreeing to be bound by the restrictions set forth herein.\n\n (b) The Stockholder hereby agrees, while this Agreement is in\neffect, to promptly notify Parent of the number of new shares of capital stock\nor Stock Options of the Company acquired by such Stockholder, if any, after the\ndate of this Agreement.\n\n (c) The Stockholder shall immediately cease any discussions or\nnegotiations with any parties other than Parent that may be ongoing with respect\nto a Takeover Proposal. While this Agreement is in effect, the Stockholder shall\nnot, directly or indirectly, (i) solicit, initiate or encourage, or take any\nother action to facilitate, any inquiries or the making of any Acquisition\nTransaction or Frustrating Transaction, (ii) execute or enter into any\nAcquisition Agreement with respect to any Alternative Transaction or Frustrating\nTransaction, or (iii) enter into, engage in, continue or otherwise participate\nin any discussions or negotiations regarding, or provide any information or data\nto any person or otherwise cooperate in any way with, any Acquisition\n\n\n -6-\n 7\n\nTransaction or Frustrating Transaction, except to the extent such discussions or\nnegotiations are participated in by the Stockholder in his or her capacity as a\ndirector or officer of the Company in accordance with the terms of the Merger\nAgreement.\n\n (d) The Stockholder agrees not to engage in any action or omit to\ntake any action which would have the effect of preventing or disabling\nStockholder from delivering its Securities to Parent or otherwise performing its\nobligations under this Agreement.\n\n 8. Miscellaneous.\n\n (a) Fees and Expenses. Except as otherwise provided in the Merger\nAgreement, all costs and expenses incurred in connection with this Agreement and\nthe transactions contemplated hereby shall be borne by the party incurring such\nexpenses.\n\n (b) Amendment. This Agreement may not be amended except by an\ninstrument in writing signed on behalf of each of the parties.\n\n (c) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND\nCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD\nTO ITS CONFLICT OF LAWS RULES OR PRINCIPLES.\n\n (d) Notices. All notices or other communications under this\nAgreement shall be in writing and shall be given (and shall be deemed to have\nbeen duly given upon receipt) by delivery in person, by cable, telegram, telex\nor other standard form of telecommunications, or by registered or certified\nmail, postage prepaid, return receipt requested, addressed as follows:\n\n If to Parent, to: VISX, Incorporated\n 3400 Central Expressway\n Santa Clara, California 95051-0703\n Attention: Chief Financial Officer\n Telephone No.: (408) 773-7003\n Facsimile No.: (408) 773-7201\n\n with a copy to: Wilson Sonsini Goodrich & Rosati, P.C.\n 650 Page Mill Road\n Palo Alto, California 94304\n Attention: John V. Roos, Esq.\n Telephone No.: (650) 493-9300\n Facsimile No.: (650) 493-6811\n\n If to Stockholder: To the address for notice set forth on \n Schedule A.\n\n with a copy to: Kelley Drye & Warren LLP\n 101 Park Avenue\n New York, NY 10178-0002\n\n\n -7-\n 8\n\n Attention: Jane E. Jablons, Esq.\n Telephone No.: (212) 808-7800\n Facsimile No.: (212) 808-7897\n\nor to such other address as any party may have furnished to the other parties in\nwriting in accordance with this Section.\n\n (e) Assignment; Binding Effect; No Third Party Beneficiaries.\nNeither this Agreement nor any of the rights, interests or obligations hereunder\nshall be assigned by any of the parties hereto (whether by operation of law or\notherwise) without the prior written consent of the other parties. Any purported\nassignment without the consent required pursuant to the preceding sentence shall\nbe null and void. Subject to the second preceding sentence, this Agreement\n(including, without limitation, the obligations of the Stockholder under Section\n1 and Section 2 hereof) shall be binding upon and shall inure to the benefit of\nthe parties hereto and their respective successors and assigns. Notwithstanding\nanything contained in this Agreement to the contrary, nothing in this Agreement,\nexpressed or implied, is intended to confer on any person other than the parties\nhereto or their respective successors and assigns any rights, remedies,\nobligations or liabilities under or by reason of this Agreement. Notwithstanding\nthe foregoing, Parent may assign this agreement to one or more of its\naffiliates.\n\n (f) Enforcement. THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE\nWOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT\nPERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT\nIS ACCORDINGLY AGREED THAT, SUBJECT TO THE NEXT SENTENCE, THE PARTIES SHALL BE\nENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT\nAND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF SOLELY IN THE COURTS\nOF THE STATE OF DELAWARE, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH\nTHEY ARE ENTITLED AT LAW OR IN EQUITY. EACH OF THE PARTIES HERETO (I) CONSENTS\nTO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN\nTHE STATE OF DELAWARE OR ANY DELAWARE STATE COURT IN THE EVENT ANY DISPUTE\nARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS\nAGREEMENT, (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL\nJURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (III)\nAGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF\nTHE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN A\nFEDERAL COURT SITTING IN THE STATE OF DELAWARE OR A DELAWARE STATE COURT.\n\n (g) Severability. In the event that any provision of this\nAgreement, or the application thereof, becomes or is declared by a court of\ncompetent jurisdiction to be illegal, void or unenforceable, the remainder of\nthis Agreement will continue in full force and effect and the application of\nsuch provision to other persons or circumstances will be interpreted so as\nreasonably to effect the intent of the parties. The parties further agree to\nreplace such void or unenforceable\n\n\n -8-\n 9\n\nprovision of this Agreement with a valid and enforceable provision that will\nachieve, to the extent possible, the economic, business and other purposes of\nsuch void or unenforceable provision.\n\n (i) Counterparts. This Agreement may be executed by the parties\nhereto in separate counterparts, each of which when so executed and delivered\nshall be an original, but all such counterparts shall together constitute one\nand the same instrument. Each counterpart may consist of a number of copies\nhereof each signed by less than all, but together signed by all of the parties\nhereto.\n\n (j) Further Assurances. Each party hereto shall perform such\nfurther acts and execute such further documents as may reasonably be required to\ncarry out the provisions of this Agreement.\n\n\n\n\n\n [Remainder of Page Intentionally Left Blank]\n\n\n\n -9-\n 10\n\n IN WITNESS WHEREOF, the undersigned have executed this Agreement on the\ndate first above written.\n\n\n VISX, INCORPORATED\n\n\n By:_____________________________________\n Name: Derek A. Bertocci\n Title: Vice President, Controller\n\n\n STOCKHOLDER\n\n\n ________________________________________\n Dr. Eugene I. Gordon\n\n\n\n\n\n\n [SIGNATURE PAGE TO VOTING AND STOCK OPTION AGREEMENT]\n\n\n 11\n\n SCHEDULE A\n\n\n<\/pre>\n
\n\n STOCK OPTIONS
\n STOCKHOLDER COMPANY COMMON STOCK (INCLUDING WARRANTS)
\n ———– ——————– ——————–
\n
\nEugene I. Gordon 1,596,787 205,009
\nc\/o Medjet Inc.
\n1090 King Georges Post Rd., Suite 301
\nEdison, NJ 08837
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n 12<\/p>\n
SCHEDULE B<\/p>\n
Item 1 of Section 2.5 of the Company Schedule to the Merger Agreement,
\nwhich is incorporated herein by reference, specifies certain encumbrances placed
\nby the California Department of Corporations upon the Company Common Stock owned
\nby Eugene I. Gordon and certain other stockholders of the Company.<\/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":[9629,9633],"class_list":["post-43983","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-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43983","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=43983"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43983"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43983"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43983"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}