ex10-2.htm


    EXHIBIT
10.2

     

    FORM OF STOCKHOLDER
GUARANTY

     

    


     

    This Guaranty
dated as of [__________], whereby NYER MEDICAL GROUP, with an address of 13
Water Street, Holliston, Massachusetts 01746 (the “Guarantor”), hereby
guarantees to Massachusetts CVS Pharmacy, L.L.C., a Massachusetts limited
liability company(“Buyer”), the full and prompt payment and punctual performance
by D.A.W., Inc., d/b/a Eaton Apothecary #2050, a Massachusetts corporation
(“Seller”) of any and all obligations of and payments by Seller arising under
that certain Asset Purchase and Sale Agreement (the “Purchase Agreement”) dated
as of December 9, 2008, between Buyer and Seller.

     

    The liability of
Guarantor hereunder shall not be conditioned or contingent upon pursuit by Buyer
of any remedies it may have against Seller with respect to the Purchase
Agreement.  No exercise or nonexercise by Buyer of any right given to
it hereunder or under the Purchase Agreement, and no change, impairment or
suspension of any right or remedy of Buyer hereunder or thereunder, shall in any
way affect Guarantor’s obligations hereunder.  Any one or more
successive and/or concurrent actions may be brought hereon against Guarantor,
either in the same action, if any, brought against Seller, or in separate
actions, as often as Buyer may deem advisable.

     

    This Guaranty may be amended, modified,
superseded or canceled and any of the terms or conditions hereof may be waived,
only by a written instrument executed by the parties or, in the case of a
waiver, by or on behalf of the party waiving compliance.  The failure
of any party at any time to require performance of any provision of this
Guaranty will in no manner affect the right of that party at a later time to
enforce that provision.  No waiver by any party of any term or
condition contained in this Guaranty, in any one or more instances, will be
deemed to be or construed as a further or continuing waiver of that or any other
term or condition set forth in this Guaranty.

     

    Guarantor,
regardless of the time, order or place of signing, hereby acknowledges the
receipt and adequacy of value for this agreement, waives presentment, demand,
notice, protest, and all other demands and/or notices in connection with the delivery,
acceptance, performance, default or enforcement hereunder and under the Purchase
Agreement; assents to any renewals, extensions or postponements or any other
indulgences by Buyer with respect to Seller; assents to any substitution,
exchange or release of Seller in connection with the Purchase Agreement; and
waives any and all suretyship defenses and defenses in the nature
thereof.  This agreement shall be governed as to construction,
interpretation, validity, enforcement and in all other respects, by the laws of
the State of applicable to contracts made and to be performed in such State
without resort to its conflicts of laws rules.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Guarantor will not assign any of its
obligations under this Guaranty without the prior written consent of
Buyer.  Any unauthorized assignment will be void.

     

    This Guaranty shall bind and inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns.

     

    IN WITNESS WHEREOF, the undersigned have executed this
Guaranty as of the date first above written.

     

    
      	 
      	
              GUARANTOR:

            
	 
      	 
      
	 
      	
              NYER
      MEDICAL GROUP

            
	 
      	 
      
	 
      	 
      
	 
      	
                                                  
      

            
	 
      	
              NAME: Mark
      A. Dumouchel

            
	 
      	
              TITLE:
      President & CEO