MISONIX, INC.

1938 New Highway

Farmingdale, NY 11735


 


 


 


May 7, 2013


 


Via Email


 


Mr. Stavros G. Vizirgianakis


1/16-18 Tennyson Street


Williamstown North


3016


Victoria


AUSTRALIA


 


 


Dear Stavros:


 


The Board of Directors (the “Board”)
of MISONIX, INC. (the “Company”) is considering expanding the size of the Board by one (1) position and nominating
you (the “Nominee”) to fill the newly-created position on the Board. Subject to the Nominee’s agreement with
the terms and conditions set forth in this letter agreement (the “Letter Agreement”), the Board has instructed me to
inform you that it will vote to expand the size of the Board by one (1) position and appoint the Nominee to fill the newly-created
position.


 


Terms used but not defined in this Letter
Agreement have the meanings set forth in Exhibit A to this Letter Agreement.


 


1.          Directorship.


 


(a)          The
independent members of the Board shall approve, or recommend to the full Board, the nomination of the Nominee and the Board shall
if a vacancy on the Board then exists or can be created by the Board, appoint the Nominee to the Board by filling, or creating
and filling, such vacancy.


 


(b)          Each
committee of the Board shall include the Nominee (subject to applicable SEC and Trading Market rules regarding independence).


 


(c)          The
Nominee, upon election to the Board, will serve on the same basis as all other directors of the Company.


 






    	 



    	 



    

 


2.          Corporate
Opportunities.   It
is understood and accepted by the parties that the Nominee, and his Affiliates, may have interests in other business ventures
which may be in conflict with the activities of the Company and its Subsidiaries and that nothing in this Letter Agreement shall
limit the respective current or future business activities of the Nominee, or any of his Affiliates, whether or not such activities
are competitive with those of the Company and its Subsidiaries; provided, however, that the Nominee shall remain subject to the
obligations concerning confidential information set forth in the Confidentiality Agreement. Each of the parties acknowledges that
corporate and investment opportunities may from time to time come to the attention of the Nominee, or his Affiliates, and their
respective officers, directors, managers, stockholders, members, partners or employees. Subject to the continued compliance by
the Nominee with the obligations concerning confidential information set forth in the Confidentiality Agreement and other obligations
of confidentiality imposed on directors by the applicable provisions of the New York Business Corporation Law, the Company on
its own behalf and on behalf of each of its Subsidiaries renounces such opportunities, other than such opportunities regarding
ultrasonic therapeutic medical devices or products sold to spine surgeons, maxillofacial surgeons, neurologists and/or wound care
professionals that are directly competitive with the business of the Company and known to the Nominee, provided that such opportunities
came to the attention of the Nominee other than as a result of his position as a director of the Company.


 


3.          Standstill.
Except with the written consent of the Company (which consent
may be given or withheld in the sole discretion of the Company) or by way of stock dividends or other distributions made to the
Company’s shareholders generally, the Nominee agrees that for a period of eighteen (18) months from the date of this Letter
Agreement, but subject to Section 4, the Nominee and his Affiliates will not in any manner, directly or indirectly:


 


(a)          acquire,
offer or propose to acquire, solicit an offer to sell or agree to acquire, any Beneficial Ownership or record ownership of any
shares of Common Stock in excess of 19.99% of the number of shares of Common Stock then issued and outstanding (the “Standstill
Limit”);


 


(b)          participate
in the formation of any Person or Group for the purpose of acquiring Common Stock in excess of the Standstill Limit;


 


(c)          solicit,
or participate in any “solicitation” of “proxies” or become a “participant” in any “election
contest” (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Company (other
than in the Nominee’s capacity as a member of the Board of the Company); or


 


(d)          instigate,
encourage or knowingly assist any other Person to take any action that would violate the provisions of this Section 3.


 


4.          Exceptions
to Standstill Provisions.


 


(a)          The
provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces that it
is seeking purchasers for the Company or that the Company is otherwise exploring strategic options that, if effected or concluded,
are reasonably likely to result in the effects described in Section 4(b). It is expressly agreed that in the event the Board takes
formal action to invite or solicit any other party to participate in actions that the Nominee is prohibited from engaging in pursuant
to Section 3, then the Company shall notify the Nominee in writing within two (2) Business Days and shall extend to the Nominee
the same invitation or solicitation provided to such other party.


 






    	 



    	 



    

 


(b)          The
provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces a transaction,
or an intention to effect a transaction, which would result in (i) the sale, transfer, disposition or exclusive license by the
Company or its Subsidiaries to a third party of assets representing more than 40% of the consolidated earning power or assets (whether
by book value or fair market value) of the Company and its Subsidiaries, or (ii) the Persons who, immediately prior to such transaction,
had Beneficial Ownership of 50% or more of the Total Voting Power of the Company do not continue to Beneficially Own at least 50%
of the Total Voting Power of the acquiring entity or, in the case of a merger transaction, the surviving corporation (or, if the
surviving corporation is a Subsidiary of a parent company, the parent company).


 


(c)          If
any third party (acting in a manner which does not also constitute a breach by the Nominee or any of his Affiliates of the restrictions
set forth in Section 4) commences a tender or exchange offer which, if successful, would result in such third party Beneficially
Owning not less than 50% of the then outstanding Common Stock, thereafter the provisions of Section 3 shall be inoperative and
of no further force or effect.


 


(d)          The
provisions of Section 3 shall not prohibit (i) the Nominee or his Affiliates from acquiring the securities of another company that
Beneficially Owns less than 5% of any securities of the Company; (ii) employees of the Nominee or his Affiliates (who are not officers
or directors thereof) from purchasing the Company’s securities for their own account; (iii) the Nominee from initiating discussions
with or submitting proposals to the Company (including proposing waivers of the provisions of Section 3), or otherwise from taking
any actions, solely related to licensing, collaboration, research, development, marketing or comparable agreements, or the parties
from entering into any relationship or transaction in the ordinary course of business; (iv) the Nominee from taking any action
that is approved in advance by the Board; or (iv) the Nominee from initiating discussions or making proposals to the Company, in
a confidential manner, regarding any transaction, including a reorganization, business combination, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the Company, that would not be reasonably expected to require
the Company to make a public announcement regarding any of the types of matters set forth in Section 3.


 


5.          Condition
Precedent to the Obligations of the Company. The obligation of
the Company to nominate the Nominee to the Board is subject to the satisfaction or waiver by the Company of the following condition:


 


(a)          The
Nominee shall have executed and delivered to the Company a Director’s and Officer’s Questionnaire in the form of Exhibit
B hereto (the “Questionnaire”).


 






    	 



    	 



    

 


6.          Entire
Agreement. This Letter Agreement, together with the Confidentiality
Agreement and the Questionnaire, contains the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules. 


 


7.          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile or email at the facsimile number or email address specified for the relevant receiving party on the signature pages
to this Letter Agreement prior to 5:30 p.m. (in the time zone of the receiving party) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number
or email address specified for the relevant receiving party on the signature pages to this Letter Agreement on a day that is not
a Business Day or later than 5:30 p.m. (in the time zone of the receiving party) on any Business Day, (c) the third Business Day
following the date of deposit with an internationally recognized overnight courier service for delivery on the following Business
Day, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile numbers and
email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or
facsimile number as may be designated in writing hereafter, in the same manner, by any such Person. 


 


8.          Applicable
Law; Jurisdiction; Etc. 


 


(a)          This
Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law thereof.


 


(b)          Each
of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in any state court within the State of New York
(or, if a state court located within the State of New York declines to accept jurisdiction over a particular matter, any court
of the United States located in the State of New York) in connection with any matter based upon or arising out of this Letter Agreement
or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws
of the State of New York or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient
service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise
have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to
or arising out of this Letter Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided
herein.


 






    	 



    	 



    

 


(c)          EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.


 


9.          Survival.
The agreements and covenants contained herein shall survive the execution of this Letter Agreement.


 


10.         Execution.
This Letter Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Any such counterpart, to the extent delivered by means of
a fax machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”)
shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic
Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense,
except to the extent that such defense relates to lack of authenticity. 


 


11.         Binding
Effect. This Letter Agreement shall be binding upon and shall
inure to the benefit of, and be enforceable by, the parties and their permitted successors and assigns. Notwithstanding the foregoing,
the Nominee may not assign his rights or obligations under this Letter Agreement. 


 


12.         Amendments;
Waiver; Consents. No amendment or waiver of any provision of
this Letter Agreement nor consent to any departure therefrom shall in any event be effective unless the same shall be in writing
and signed by the Nominee and the Company, and then such amendment or waiver shall be effective only in the specific instance and
for the specific purpose for which given, and shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other breach of such provision or be deemed to be or constitute a waiver of any other provision hereof. The failure by a party
to insist upon strict adherence to any provision of this Letter Agreement on one or more occasions shall not be considered a waiver
or deprive it of the right thereafter to insist upon strict adherence to that provision or any other provision of this Letter Agreement.
Whenever this Letter Agreement requires a permit or consent by or on behalf of either party hereto, such consent shall be effective
only if given in writing in a manner consistent with the requirements for a waiver of compliance as set forth above. 


 


13.         Headings.
The Section headings contained in this Letter Agreement are for reference purposes only and will not affect in any way the meaning
or interpretation of this Letter Agreement.


 






    	 



    	 



    

 


14.         Construction.
This Letter Agreement shall not be construed for or against any party to this Letter Agreement because that party or its legal
representative drafted all or any part of this Letter Agreement.


 


Kindly evidence your agreement with the
foregoing by signing this Letter Agreement where indicated below and returning it with the completed Questionnaire to the undersigned.


 


 


 


	 	Sincerely,	 
	 	 	 	 
	 	 	 	 
	 	MISONIX, INC.	 
	 	 	 	 
	 	By:	/s/ Michael A. McManus	 
	 	 	Michael A. McManus, Jr.
	 	 	President and Chief Operating Officer


 





	 	Address:	1938 New Highway
	 	 	Farmingdale, NY 11735
	 	Facsimile:	(631) 694-5740
	 	Email:	mmcmanus@misonix.com


 


ACCEPTED AND AGREED TO AS OF


THE DATE FIRST SET FORTH ABOVE:


 


 


	 /s / Stavros G. Vizirgianakis	 


Stavros G. Vizirgianakis


 


	Address:	1/16-18 Tennyson Street
	 	Williamstown North
	 	3016 Victoria AUSTRALIA
	Facsimile:	 
	Email:	 


 


 




    	 



    	 



    

Exhibit A


Definitions


 


 


“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control
with a Person, as such terms are used in and construed under Rule 144.


 


“Beneficial Ownership”
by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting
of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security;
and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under
the Exchange Act. The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.


 


“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required
by Law to remain closed.


 


“Common Stock”
means the common stock, par value $.01 per share, of the Company.


 


“Confidentiality Agreement”
means that certain letter agreement, dated as of August __, 2012, among the Company, Surgical Innovations, Stavros Vizirgianakis
and Gregory Vizirgianakis.


 


“Control” (including
the terms “controlled,” “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Group” has the meaning
given such term in Section 13(d)(3) and Rule 13d-3 of the Exchange Act.


 


“Law” means any and
all applicable federal, state, provincial, local, municipal, foreign or other law, statute, treaty, constitution, principle of
common law, ordinance, code, directive, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented
or otherwise put into effect by or under the authority of any governmental entity or body.


 


“Person” means an individual,
any corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership,
joint venture, estate, trust, company (including any limited liability company or joint stock company), branch office, firm or
other enterprise, association, organization or entity (including a “person” as defined in Section 23(d)(3) of the Exchange
Act) or governmental entity or body.


 






    	 



    	 



    

 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Subsidiary” means,
with respect to a Person, any other entity which such Person (either alone or through or together with any other subsidiary), owns,
directly or indirectly, greater than 40% of the Total Voting Power of such other entity, or of which such Person is the managing
member or general partner, or which such Person is otherwise contractually entitled to direct and control.


 


“Total Voting Power”
means, with respect to any entity, the total number of votes entitled to be cast by the holders of the outstanding common stock
and any other securities entitled, in the ordinary course, to vote generally in the election of directors of such entity and not
solely upon the occurrence and/or during the continuation of certain specified events.


 


“Trading Market” means
the The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, The NYSE Amex, The New York Stock Exchange,
Inc., the OTC Market or any national securities exchange, market or trading or quotation facility on which the Common Stock is
then listed or quoted.