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Exhibit 10.2
EXECUTION COPY
SYNERGETICS VOTING AGREEMENT
THIS SYNERGETICS VOTING AGREEMENT (this "Agreement") is made
and
entered into as of May 2, 2005 by and among VALLEY FORGE
SCIENTIFIC CORP., a
Pennsylvania corporation ("Valley Forge"), SYNERGETICS, INC., a
Missouri
corporation ("Synergetics"), and the undersigned shareholders
(each a
"Shareholder" and collectively, the "Shareholders") of
Synergetics.
RECITALS
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A. Concurrently with the execution of this Agreement, Valley
Forge, Synergetics Acquisition Corporation, a Delaware
corporation and a
wholly-owned subsidiary of Valley Forge ("MergerSub"), and
Synergetics have
entered into an Agreement and Plan of Merger (the "Merger
Agreement"), providing
for the merger of MergerSub with and into Synergetics (the
"Merger");
B. All capitalized terms not otherwise defined herein shall
have
the meaning ascribed to them in the Merger Agreement;
C. The Shareholders are the beneficial holders of record of
the
number of shares of outstanding Synergetics Shares as is
indicated on Schedule I
attached hereto;
D. In connection with the Merger, Valley Forge will acquire
the
Shareholders' entire equity interest in Synergetics and the
Shareholders will
receive a percentage of the Synergetics Merger Consideration;
and
E. In consideration of and to induce the execution of the
Merger
Agreement by Valley Forge, MergerSub and Synergetics, until the
Expiration Date
(as defined below), each of the Shareholders, solely in their
capacity as a
shareholder, agrees not to sell or otherwise dispose of any
Synergetics Shares
held by the Shareholder, and to vote the Synergetics Shares so
as to facilitate
consummation of the Merger as more fully described below.
NOW, THEREFORE, in consideration of the mutual promises and the
mutual
covenants contained herein, the parties agree as follows:
1. Agreement to Retain Synergetics Shares. Each Shareholder,
severally and not jointly, agrees not to transfer, pledge, sell,
exchange or
offer to transfer or sell or otherwise dispose of or encumber
("Transfer") any
of the Synergetics Shares at any time prior to the Expiration
Date, as defined
herein, excluding (i) Transfers by testamentary or intestate
succession or
otherwise by operation of law, (ii) any Transfer to a family
member or
charitable organization provided that the transferee agrees in
writing to be
bound by the terms of this Agreement to the same extent as such
Shareholder and
(iii) any Transfer pursuant to court order. The "Expiration
Date" shall mean the
earlier of (i) the date and time on which the Merger shall
become effective in
accordance with the terms and provisions of the Merger Agreement
or (ii) the
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date on which the Merger Agreement shall be terminated pursuant
to the terms
therein. Each Shareholder agrees that this Agreement and the
obligations
hereunder shall attach to the Synergetics Shares owned by it and
shall be
binding upon any person or entity to whom legal or beneficial
ownership of such
Synergetics Shares shall pass, whether by operation of law or
otherwise,
including, without limitation, their respective heirs,
guardians, administrators
or successors.
2. Agreement to Vote Synergetics Shares. At any time prior to
the
Expiration Date, at any meeting of the Synergetics shareholders
called with
respect to any of the following, and at any adjournment thereof,
and with
respect to any written consent solicited with respect to any of
the following,
each Shareholder agrees to vote the Synergetics Shares: (i) in
favor of approval
of the Merger Agreement and the Merger and any matter which
would, or could
reasonably be expected to, facilitate the Merger, and (ii)
against (A) approval
of any proposal made in opposition to or competition with
consummation of the
Merger and the Merger Agreement, (B) any merger, consolidation,
sale of assets,
reorganization or recapitalization with any other party, (C) any
liquidation, or
winding up of Synergetics and (D) any other matter which would,
or could
reasonably be expected to, prohibit or discourage the Merger
(each of the
foregoing is referred to as an "Opposing Proposal"). Each
Shareholder, as the
holder of the Synergetics Shares agrees to be present, in person
or by proxy, at
all meetings of shareholders of Synergetics so that all
Synergetics Shares are
counted for the purposes of determining the presence of a quorum
at such
meetings. This Agreement is intended to bind the Shareholders in
their capacity
as a shareholder only and only with respect to the specific
matters set forth
herein, and shall not prohibit any Shareholder from acting in
accordance with
his fiduciary duties as an officer or director of
Synergetics.
3. Irrevocable Proxy. Concurrently with the execution of
this
Agreement, each Shareholder agrees to deliver to Valley Forge a
proxy in the
form attached hereto as Annex A (the "Proxy"), which shall be
irrevocable to the
extent provided therein; provided that the Proxy shall be
revoked upon
termination of this Agreement in accordance with its terms or at
the Expiration
Date.
4. Additional Shares. For purposes of this Agreement, the
term
Synergetics Shares shall include any shares of Synergetics
capital stock which
any Shareholder purchases or otherwise acquires after the
execution of this
Agreement and prior to the termination of this Agreement.
5. Representations, Warranties and Covenants of
Shareholders.
Each Shareholder, severally and not jointly, hereby represents,
warrants and
covenants to Valley Forge and Synergetics the following:
5.1. Ownership of Synergetics Shares. The Shareholder (i)
is the holder and beneficial owner of the Synergetics Shares set
forth opposite
such Shareholder's name on Schedule I attached hereto, which at
the date hereof
and at all times until the termination of this Agreement will be
free and clear
of any liens, claims, options, charges or other encumbrances,
(ii) does not
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beneficially own any shares of stock of Synergetics other than
such Synergetics
Shares and (iii) has full power and authority to make, enter
into, deliver and
carry out the terms of this Agreement and the Proxy and to vote
or otherwise
direct the voting of such Synergetics Shares.
5.2. Validity; No Conflict. This Agreement constitutes the
legal, valid and binding obligation of the Shareholder,
enforceable against the
Shareholder in accordance with its terms, except as such
enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar
laws affecting or
relating to creditors' rights generally and by general
principles of equity.
Neither the execution of this Agreement by the Shareholder nor
the consummation
of the transactions contemplated hereby will result in a breach
or violation of
the terms of any agreement by which the Shareholder is bound or
of any decree,
judgment, order, law or regulation now in effect of any court or
other
governmental body applicable to the Shareholder.
5.3. No Voting Trusts and Agreements. Between the date of
this Agreement and the Expiration Date, the Shareholder will
not, and will not
permit any entity under the Shareholder's control to, deposit
any Synergetics
Shares held by the Shareholder or such entity in a voting trust
or subject any
Synergetics Shares held by the Shareholder or such entity to any
arrangement or
agreement with respect to the voting of such shares of capital
stock, other than
agreements entered into with Valley Forge and Synergetics,
unless the trustee of
such trust agrees in writing to be bound by the terms of this
Agreement.
5.4. No Proxy Solicitations. Between the date hereof and
the Expiration Date, the Shareholder will not, and will not
permit any entity
under the Shareholder's control to (a) solicit proxies or become
a participant
in a "solicitation" (as such term is defi
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