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 i
