EXHIBIT 2.2
FORM OF LOCK-UP AGREEMENT
LOCK-UP AGREEMENT (this "Agreement") dated as of the _____ day of
__________, 1997, by and between VERSAR, INC., a Delaware corporation
("Parent"), and the shareholder named on the signature page hereto
("Shareholder").
W I T N E S S E T H:
WHEREAS, on the date hereof Shareholder Beneficially Owns (as
hereinafter defined) the shares of common stock, par value $.01 per share
(the "Common Stock"), of Science Management Corporation, a Delaware
corporation ("Company"), set forth below the shareholder's name on the
signature page of this Agreement (the "Shares");
WHEREAS, concurrently with the execution and delivery of this
Agreement, Parent has executed an Agreement to Merge (the "Merger Agreement")
pursuant to which, among other things, Parent has agreed to cause the Company
to be merged with a wholly-owned subsidiary of Parent to be formed by Parent,
with such subsidiary to be the surviving corporation (the "Merger");
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that Shareholder agree, and in order to induce
Parent to enter into the Merger Agreement, Shareholder has agreed, to enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, the parties hereto agree as follows:
1. Voting Rights.
(a) Voting Agreement. Shareholder agrees to vote all of the
Shares on matters as to which Shareholder is entitled to vote at a meeting of
the shareholders of the Company, or by written consent without a meeting, as
follows: (i) in favor of approval of the Merger and adoption of a Plan of
Merger with respect to the Merger (the "Plan of Merger") and all related
matters; (ii) against any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement; and (iii)
against any action or agreement that would impede, interfere with, delay,
postpone or attempt to discourage the Merger or the approval of the Merger and
the Plan of Merger by the shareholders of the Company. Shareholder agrees to
refrain from (A) voting at any annual or special meeting of the shareholders of
the Company, (B) executing any written consent in lieu of a meeting of the
shareholders of the Company, (C) exercising any rights of dissent with respect
to the Shares, and (D) granting any proxy or authorization to any person with
respect to the voting of the Shares, except pursuant to this Agreement, or
taking any action contrary to or in any manner inconsistent with the terms of
this Agreement.
(b) Grant of Proxy. Shareholder hereby appoints Parent, with
full power of substitution (Parent and its substitutes being referred to
herein as the "Proxy"), as its attorney and proxy to vote all of the Shares on
the matters as to which the Shareholder is entitled to vote either (y) at a
meeting of the shareholders of the Company, or (z) to which Shareholder is
entitled to express consent or dissent to a corporate action in writing
without a meeting, in each case, in the Proxy's absolute, sole and binding
discretion. Shareholder agrees that this grant of proxy is irrevocable and
coupled with an interest and agrees that the person designated as Proxy
pursuant hereto may at any time name any other person as its substituted Proxy
to act pursuant hereto, either as to a specific matter or as to all matters.
Shareholder hereby revokes any proxy previously granted by it with respect to
the Shares as to the matters specified in Section l(a) above. In discharging
its powers under this Agreement, the Proxy may rely upon advice of counsel to
Parent, and any vote made or action taken by the Proxy in reliance upon such
advice of counsel shall be deemed to have been made in good faith by the Proxy.
2. Representations and Warranties of Shareholder. Shareholder
represents and warrants to Parent that the following representations and
warranties are true and correct in all respects as of the date hereof, and will
be so as of the date of closing (the "Closing") of the transactions
contemplated by the Merger Agreement (the "Closing Date"):
(a) Due Authorization. Shareholder has the legal capacity and
the power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly executed
by Shareholder.
(b) Enforceability. Assuming this Agreement has been duly and
validly authorized, executed and delivered by Parent, this Agreement
constitutes a valid and binding agreement of Shareholder, enforceable against
him or her it in accordance with its terms except as enforceability may be
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limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors' rights generally or by the principles governing the availability of
equitable remedies.
(c) The Shares.
(i) Except as set forth on Schedule 1 hereto, Shareholder
Beneficially Owns all of the Shares set forth on the signature page hereof,
which constitute all Shares Beneficially Owned by Shareholder, with no
restrictions on Shareholder's voting rights or rights of disposition pertaining
thereto and free and clear of any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien,
charge, encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing) (any of the
foregoing, a "Lien") except as set forth in the Call and Escrow Agreement dated
as of July 1996, by and among the Company, Imperial Capital Worldwide Partners,
L.P. and Xxxxxxx & Xxxxxx, P.C. (the "Escrow Agreement"); and
(ii) There are no commitments, options, contracts or other
arrangements under which Shareholder is or may become obligated to sell or
otherwise dispose of the Shares, except as set forth in the Escrow Agreement.
(d) No Conflicts. The execution and delivery of this Agreement
by Shareholder, the compliance by Shareholder with all of the provisions of
this Agreement and the consummation by Shareholder of the transactions herein
contemplated will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of Lien upon any of the Shares, pursuant to the terms of
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which Shareholder is a party or by which Shareholder is bound or
to which any properties or assets of Shareholder are subject, except as set
forth in the Escrow Agreement, nor will such action result in any violation of
the provisions of any statute or any order, rule or regulation of any
governmental authority having jurisdiction over Shareholder or any of his or
her properties or assets.
(e) Consents/Approvals. No consent, approval, authorization,
order, registration or qualification of or with any governmental authority or
other person or entity is required for the execution or delivery of this
Agreement by Shareholder, the compliance by Shareholder with all of the
provisions of this Agreement or the consummation by Shareholder of the
transactions contemplated by this Agreement.
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3. Representations and Warranties of Parent. Parent represents and
warrants to the Company that the following representations and warranties are
true and correct in all respects as of the date hereof, and will be so as of
the Closing Date:
(a) Due Authorization. Parent has the requisite corporate power
and authority to enter into and perform this Agreement. This Agreement has
been duly authorized by all necessary corporate action on the part of Parent
and has been duly executed by a duly authorized officer of Parent.
(b) Enforceability. Assuming this Agreement has been duly and
validly authorized, executed and delivered by Shareholder, this Agreement
constitutes a valid and binding agreement of Parent, enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors'
rights generally or by the principles governing the availability of equitable
remedies.
(c) No Conflicts. The execution and delivery of this Agreement
by Parent, the compliance by Parent with all of the provisions of this \
Agreement and the consummation by Parent of the transactions herein
contemplated will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which Parent is a party or by which Parent is bound or to which any properties
or assets of Parent are subject, nor will such action result in any violation
of the provisions of the governing instrument of Parent, if any, or any statute
or any order, rule or regulation of any governmental authority having
jurisdiction over Parent or any of its properties or assets.
(d) Consents/Approvals. No consent, approval, authorization,
order, registration or qualification of or with any governmental authority or
other person or entity is required for the execution or delivery of this
Agreement by Parent, the compliance by Parent with all of the provisions of
this Agreement or the consummation by Parent of the transactions contemplated
by this Agreement, except for the applicable requirements of the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
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4. No Transfer. From and after the date hereof until the earlier to
occur of the Closing Date or the date upon which this Agreement terminates,
Shareholder shall not:
(a) sell, exchange or otherwise dispose of or enter into any
contract, agreement or other arrangement to sell, exchange or otherwise dispose
of any of the Shares or any securities or other consideration received or to be
received by Shareholder upon consummation of the Merger;
(b) create or suffer to exist any Lien with respect to any of
the Shares or any securities received or to be received by Shareholder in
respect thereof or in exchange therefor; or
(c) grant any options, rights, warrants or enter into any
contracts, agreements or other arrangements to grant any options, rights or
warrants with respect to any of the Shares or any securities received or to be
received by Shareholder in respect thereof or in exchange therefor.
5. Termination. This Agreement shall terminate on the Closing Date.
6. Miscellaneous.
(a) Entire Agreement. This Agreement (including the documents
and instruments referred to herein) constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
(b) Assignment; Amendment. This Agreement (i) shall not be
assigned by operation-of law or otherwise without the prior written consent of
the parties hereto, except that Parent may assign, in its sole discretion, all
or any of its rights, interests and obligations hereunder to any direct or
indirect wholly owned subsidiary of Parent; and (ii) shall not be amended,
altered or modified in any manner whatsoever, except by a written instrument
executed by the parties hereto.
(c) Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of New Jersey (without giving effect to the provisions thereof relating
to conflicts of law).
(d) Remedies. The parties hereto acknowledge and agree that it
would be impossible to determine money damages for violations of this Agreement
and that such violations will cause irreparable injury for which adequate
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remedy at law is not available and, therefore, this Agreement may be enforced
by specific performance or injunctive relief. The parties hereto agree that
either party may, in his, her or its sole discretion, apply to any court of
competent jurisdiction for specific performance or injunctive or such other
relief as such court may deem just and proper in order to enforce this
Agreement or prevent any violation hereof and, to the extent permitted by
applicable law, each party waives any objection or defense to the imposition of
such relief. Nothing herein shall be construed to prohibit any party from
bringing any action for damages in addition to an action for specific
performance or an injunction for a breach of this Agreement.
(e) Parties in Interest. Subject to Section 6(b) hereof, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective successors, assigns, heirs, executors,
administrators and other personal and legal representatives, and nothing in
this Agreement, express or implied, is intended to confer upon any other person
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.
(f) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of
which shall constitute one and the same Agreement.
(g) Certain Definitions. Unless the context otherwise requires,
the following terms have the following respective meanings:
(i) "Beneficial Owner" has the meaning set forth in Rule
13d-3 (a) and (b) of the Rules and Regulations to the Securities Exchange Act
of 1934, as amended, and "Beneficially Owned" has a correlative meaning.
(ii) "Person" means a corporation, association, partnership,
joint venture, organization, business, individual, trust, estate or any other
entity or Group (within the meaning of Section 13(d)(3) of the Exchange Act).
(h) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
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(i) If to Parent to:
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxxxx X. Xxxxx,
Vice President and General
Counsel
with a copy to:
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000
Attention: Xxxxx Xxxxxxxxxx
(ii) If to Shareholder, to the address noted on the
signature page hereof.
(i) Headings Etc. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
(k) Further Assurances. Shareholder further agrees to execute
all additional writings, consents and authorizations as may be reasonably
requested by Parent to evidence the agreements herein.
(l) Public Announcements. Parent, on the one hand, and
Shareholder, on the other hand, will consult with each other nerve issuing any
press release or otherwise making any public statements' with respect to the
transactions contemplated by this Agreement and shall not issue any such press
release or make any such public statement prior to such consideration, except
as may be required by applicable law or by obligations pursuant to any listing
agreement with any national securities exchange.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
PARENT:
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VERSAR, INC., a Delaware
corporation
By: ______________________________
Name:
Title:
SHAREHOLDER:
-----------
Signature: _______________________
Name: ____________________________
Number of Shares: ________________
Address: _________________________
_________________________
SCHEDULE 1
