英文股權(quán)轉(zhuǎn)讓協(xié)議2.doc

SHARE TRANSFER AGREEMENT AUGUST 17, 2001= 2 TABLE OF CONTENTS PAGE - Section 1 Purchase and Sale of Stock.2 1.1 Sale of Stock.2 1.2 Sale of Investment Banking Warrants.2 1.3 Closing.2Section 2 Representations and Warranties of the Company.3 2.1 Corporate Organization; Authority; Due Authorization.3 2.2 Capitalization.3 2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exercise of Warrants and Investment Banking Warrants.4 2.4 Brokers and Finders.4 2.5 No Conflict; Required Filings and Consents.4 2.6 Disclosure.5 2.7 Rights Agreement.5 2.8 Ownership of Preferred Stock.5 2.9 Absence of Claims by the Company.5 2.10 Agreements Valid.5 2.11 No Representation.6Section 3 Representations and Warranties of the Sellers.6 3.1 Formation and Status of Seller.6 3.2 Due Authorization.6 3.3 No Violation.6 3.4 No Consent Needed.6 3.5 Tax and Legal Matters.7 3.6 Ownership of Company Shares.7 3.7 Absence of Claims by the Seller.7 3.8 Offering.7 3.9 Brokers or Finders.8 3.10 Rights Agreement and Stock Ownership.8 3.11 Investment Experience.8 3.12 Agreements Valid.8 3.13 No Representation.8Section 4 Investment Representations of the Purchaser.8Section 5 General Provisions.10 5.1 Governing Law.10 5.2 Entire Agreement; Amendment.11 5.3 Notices.11 5.4 Assignment.11 5.5 No Waiver.12 -i- 3 5.6 Descriptive Headings.12 5.7 Counterparts.12Exhibit A SellersExhibit B Company CapitalizationExhibit C Amendment to Registration Rights AgreementExhibit D Subscription AgreementExhibit E WarrantsExhibit F Investment Banking WarrantsExhibit G Settlement AgreementExhibit H Registration Rights Agreement 4 SHARE TRANSFER AGREEMENT THIS SHARE TRANSFER AGREEMENT (the Agreement) is made as of August 17,2001, by and among VISX, Incorporated, a Delaware corporation (the Purchaser),each of the eight sellers listed on Exhibit A hereto (each, a Seller andcollectively, the Sellers), and Medjet Inc., a Delaware corporation (theCompany). BACKGROUND A. The Company and all of the Sellers except Adam Smith & Company, Inc.(Adam Smith) (the seven Sellers not including Adam Smith are sometimesreferred to herein as the Preferred Stock Sellers) are parties to that certainSubscription Agreement for Series B Convertible Preferred Stock and Warrants,dated December 3, 1999 (the Subscription Agreement), pursuant to which thePreferred Stock Sellers purchased from the Company 16,000 units, at a price of$125.00 per unit. Each unit consists of: (i) one (1) share of the CompanysSeries B Preferred Stock (the Series B Preferred), and (ii) one hundred (100)five-year warrants, each five-year warrant exercisable to purchase one share ofthe Companys Common Stock at a price of $3.50 per share (the Warrants). Theaggregate price paid by the Preferred Stock Sellers was $2,000,000 for the16,000 units (consisting of a total of 16,000 shares of Series B Preferred and1,600,000 Warrants). B. The Company and Adam Smith entered into that certain InvestmentBanking Agreement, dated as of December 3, 1999 (the Investment BankingAgreement), pursuant to which the Company issued to Adam Smith 500,000 warrantsto purchase the Companys Common Stock (the Investment Banking Warrants). C. The Company and the Sellers are parties to that certain SettlementAgreement, dated January 28, 2000 (the Settlement Agreement), pursuant towhich: (i) the Company and the Preferred Stock Sellers rescinded, on a pro ratabasis, the purchase of 5,600 shares of Series B Preferred and 560,000 Warrants;and (ii) the Company and Adam Smith reduced the number of Investment BankingWarrants by 175,000 and terminated the Investment Banking Agreement. D. As a result of the agreements set forth in paragraphs A - C above,the Preferred Stock Sellers now own, in the specific amounts set forth onExhibit A hereto, a total of 10,400 shares of Series B Preferred and the1,040,000 Warrants. The 10,400 shares of Series B Preferred and the 1,040,000Warrants are referred to herein collectively as the Purchased Securities. Inaddition, Adam Smith owns 325,000 Investment Banking Warrants. E. The Preferred Stock Sellers now wish to sell, and the Purchaserwishes to purchase, the Purchased Securities for an aggregate purchase price of$1,300,000, or $125 per unit, and Adam Smith now wishes to sell, and thePurchaser wishes to purchase, the Investment Banking Warrants for an aggregatepurchase price of $1.00. NOW, THEREFORE, in consideration of the mutual promises and covenantscontained herein, the parties agree as follows: -1- 5 SECTION 1 PURCHASE AND SALE OF STOCK 1.1 Sale of Stock. The Preferred Stock Sellers hereby agree to sell thePurchased Securities to the Purchaser for a total purchase price of $1,300,000(the Purchase Price), such Purchase Price to be paid to the Sellers in theamounts set forth under the column entitled Total Price on Exhibit A hereto. 1.2 Sale of Investment Banking Warrants. Adam Smith hereby agrees tosell the Investment Banking Warrants to the Purchaser for a total purchase priceof $1.00 (the Investment Banking Warrant Price). 1.3 Closing. The purchase and sale of the Purchased Securities and theInvestment Banking Warrants hereunder shall take place at a closing (theClosing; the date on which the Closing occurs is hereinafter referred to asthe Closing Date). The Closing shall take place concurrently with theexecution and delivery of this Agreement by the Sellers, the Purchaser and theCompany. At the Closing: (a) the Purchaser shall deliver to each Preferred Stock Seller orits designee by wire transfer, cashiers check or certified checks from a bankacceptable to the Preferred Stock Seller, or such other method of payment as thePreferred Stock Seller shall approve, an amount equal to the Preferred StockSellers pro rata portion of the Purchase Price; (b) each Preferred Stock Seller shall deliver to the Purchaser aStock Power, the stock certificate representing the shares of Series B Preferredheld by each of them, the original Warrant held by each of them, and any otherdocuments reasonably acceptable to the Purchaser evidencing the transfer of thePurchased Securities from each Preferred Stock Seller to Purchaser; (c) the Purchaser shall deliver to Adam Smith or its designee bywire transfer, cashiers check or certified checks from a bank acceptable toAdam Smith, or such other method of payment as Adam Smith shall approve, anamount equal to the Investment Banking Warrant Price; (d) Adam Smith shall deliver to the Purchaser the originalInvestment Banking Warrant and any other documents reasonably acceptable to thePurchaser evidencing the transfer of the Investment Banking Warrants from AdamSmith to the Purchaser; (e) upon the delivery by the Purchaser to the Company of thedocuments referred to in Section 1.3(b) and Section 1.3(d), the Company shallissue and deliver to the Purchaser (i) a stock certificate for 10,400 shares ofSeries B Preferred; (ii) a warrant to purchase 1,040,000 shares of CompanyCommon Stock, with the same terms and conditions as the Warrants; and (iii) awarrant to purchase 325,000 shares of Company Common Stock, with the same termsand conditions as the Investment Banking Warrant; and -2- 6 (f) the Company, the Sellers and the Purchaser shall execute anddeliver an amendment (the Amendment) to that certain Registration RightsAgreement by and among the Company and the Sellers, dated December 3, 1999 (theRights Agreement; and as amended, the Amended Rights Agreement), in the formattached as Exhibit C. SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows,subject to such exceptions as are specifically disclosed in writing in thedisclosure schedule supplied by the Company to Purchaser dated as of the datehereof (the Company Disclosure Letter): 2.1 Corporate Organization; Authority; Due Authorization. (a) The Company (i) is a corporation duty organized, validlyexisting and in good standing under the laws of the State of Delaware, (ii) hasthe corporate power and authority to own or lease its properties as and in theplaces where such business is now conducted and to carry on its business as nowconducted and (iii) is duly qualified and in good standing as a foreigncorporation authorized to do business in every jurisdiction where the failure toso qualify, individually or in the aggregate, would have a material adverseeffect on the operations, prospects, assets, liabilities, financial condition orbusiness of the Company (a Company Material Adverse Effect). Certificates ofstate authorities as of a recent date evidencing such valid existence or duequalification, as the case may be, and good standing have been delivered to thePurchaser. (b) The Company (i) has the requisite corporate power andauthority to execute, deliver and perform this Agreement and the otheragreements and warrants contemplated hereby to which it is a party(collectively, the Other Agreements) and to incur the obligations herein andtherein and (ii) has been authorized by all necessary corporate action toexecute, deliver and perform this Agreement and the Other Agreements and toconsummate the transactions contemplated hereby and thereby (the ContemplatedTransactions). This Agreement and each of the Other Agreements is a valid andbinding obligation of the Company enforceable in accordance with its terms,except as such enforceability may be limited by principles of public policy andsubject to the laws of general application relating to bankruptcy, insolvencyand the relief of debtors and rules of law governing specific performance,injunctive relief or other equitable remedies. 2.2 Capitalization. As of August 14, 2001, the authorized capital of theCompany consisted of (i) 30,000,000 shares of Common Stock, $.001 par value pershare (the Common Stock), of which 3,901,431 shares of Common Stock wereoutstanding, and (ii) 1,000,000 shares of Preferred Stock, $.01 par value pershare, which may be designated as Series A Preferred Stock, Series B PreferredStock, Series C Preferred Stock, and Series B Convertible Preferred Stock. TheSeries A Preferred Stock, Series B Preferred Stock and Series C Preferred Stockconsist of an -3- 7aggregate of not more than 400,000 shares, of which 110,000 are designated asSeries A Preferred Stock. In addition, 16,000 shares of Company Preferred Stockare designated as Series B Convertible Preferred Stock, of which 10,400 sharesare outstanding. The capitalization of the Company as of August 14, 2001 is setforth on Exhibit B. All outstanding shares were issued in compliance with allapplicable Federal and state securities laws. Except as contemplated by thisAgreement or as set forth in the Company Disclosure Letter, the Company has notgranted (i) any outstanding subscriptions, warrants, options, conversionprivileges or other rights or agreements to purchase or otherwise acquire orissue any shares of capital stock from the Company (or shares reserved for suchpurpose), (ii) any preemptive rights or rights of first refusal with respect tothe issuance of additional shares of capital stock of the Company other than asset forth in the Warrants and Investment Banking Warrants, and (iii) anycommitments or understandings (oral or written) of the Company to issue anyshares, warrants, options or other rights. Exhibit B sets forth the Companywarrants, options, convertible securities and other Company stock purchaserights outstanding as of August 14, 2001, the number of shares of common stockissuable thereunder and the exercise or conversion price thereof, as the casemay be. To the best of the Companys knowledge, except as set forth in theCompany Disclosure Letter, none of the shares of Common Stock are subject to anyshareholders agreement, voting trust agreement or similar arrangement orunderstanding. Except as set forth in the Company Disclosure Letter, the Companyhas no outstanding bonds, debentures, notes or other obligations the holders ofwhich have the right to vote (or which are convertible into or exercisable forsecurities having the right to vote) with the stockholders of the Company on anymatter. 2.3 Common Stock Issuable upon Conversion of Series B Preferred andExercise of Warrants and Investment Banking Warrants. The issuance of the sharesof Common Stock (the Underlying Shares) issuable upon conversion of the SeriesB Preferred or upon exercise of the Warrants and the Investment Banking Warrantshas been duly authorized and the Underlying Shares have been, and at all timesprior to such conversion or exercise will have been, duly reserved for issuanceupon such conversion or exercise and, when so issued, will be validly issued,fully paid and non-assessable. 2.4 Brokers and Finders. The Company has not retained any investmentbanker, broker or finder in connection with the Contemplated Transactions. 2.5 No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the OtherAgreements by the Company do not, and the performance of this Agreement and theOther Agreements and the consummation by the Company of the ContemplatedTransactions will not, (i) conflict with or violate the Certificate ofIncorporation or By-Laws or equivalent organizational documents of the Company,(ii) conflict with or violate any law, rule, regulation, order, judgment ordecree applicable to the Company or by which any property or asset of theCompany is bound or affected, or (iii) except as set forth in the CompanyDisclosure Letter, result in any material breach of or constitute a materialdefault (or an event which with notice or lapse of time or both would become a -4- 8material default) under, result in the loss of a material benefit under, or giveto others any right of purchase or sale, or any right of termination, amendment,acceleration, increased payments or cance