Exhibit 10.2
VOTING AND SUPPORT
AGREEMENT
VOTING AND SUPPORT AGREEMENT, dated
September 27, 2005 (this “ Agreement ”),
between Fischer Imaging Corporation, a Delaware corporation (the
“ Company ”), on the one hand, and Morgan W.
Nields, the Robert L. Nields Trust and Florence Wesson Nields Trust
(each, a “ Stockholder ”, and together, the
“ Stockholders ”), on the other hand.
Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Asset Purchase Agreement (as
defined below).
W I T N E S S E T
H:
WHEREAS, the Company and
Hologic, Inc. have entered into an Asset Purchase Agreement
dated as of June 22, 2005 (the “ Asset Purchase
Agreemen t”), providing for the acquisition of
substantially all of the Company’s intellectual property by
Hologic (the “ Acquisition ”); and
WHEREAS, as of the date hereof and
as of the record date, the Stockholders are the record and
beneficial owners of, collectively, a total of 833,000 shares
of Company Common Stock (the “ Existing Shares ”
and, together with any shares of Company Common Stock or other
voting capital stock of the Company acquired by the Stockholders
after the date hereof, the “ Shares
”);
NOW, THEREFORE, in consideration of
the foregoing and the mutual representations, warranties, covenants
and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I
VOTING
1.1
Agreement to Vote and
Support . The
Stockholders agree that, from and after the date hereof and until
the date on which this Agreement is terminated pursuant to
Section 2.1, at the Company Stockholders Meeting scheduled for
September 28, 2005, or any adjournment thereof that occurs not
later than October 5, 2005, the Stockholders shall:
(a)
appear at each such meeting or
otherwise cause the Shares to be counted as present thereat for
purposes of calculating a quorum; and
(b)
vote (or cause to be voted), in
person or by proxy, or deliver a written consent (or cause a
consent to be delivered) covering, all the Shares, and any other
voting securities of the Company (whenever acquired), that are
beneficially owned by the Stockholders or as to which the
Stockholders have, directly or indirectly, the right to vote or
direct the voting, in favor of approval of the Asset Purchase
Agreement; and, .
