Each Securityholder that is the beneficial owner of shares of
Non-Voting Common Stock hereby appoints Mr. Knafel, and upon Mr. Knafel's death
or incapacity such that he is unable to act, Mr. Willner, as such
Securityholder's true and lawful proxy and attorney-in-fact, with full power of
substitution, to vote all of the shares of Non-Voting Common Stock beneficially
owned by such Securityholder; provided that
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such proxy and power of attorney shall not be used in a manner that materially
and adversely affects the rights or privileges of a particular Securityholder
with respect to Equity Securities of a specific class or series unless such
action similarly affects the rights or privileges of all other Securityholders
with respect to such specific class or series of Equity Securities, unless the
particular Securityholder consents to such action.
(B)
THE PROXIES AND POWERS GIVEN PURSUANT TO SECTION 11(A) ARE
IRREVOCABLE AND BINDING UPON THE SECURITYHOLDERS APPOINTING SUCH PROXIES AND
ATTORNEYS-IN-FACT AND THE SUCCESSORS, ASSIGNS, REPRESENTATIVES, ESTATES (AND
THEIR EXECUTORS), HEIRS AND LEGATEES THEREOF UNTIL (WHETHER BEFORE OR AFTER THE
THIRD ANNIVERSARY OF THE DATE HEREOF) (I) SUCH TIME AS THIS AGREEMENT IS
TERMINATED PURSUANT TO THE FIRST SENTENCE OF SECTION 12(D)(I) OR (II) WITH
RESPECT TO ANY HOLDER OF EQUITY SECURITIES, AT SUCH TIME AS SUCH HOLDER IS NOT A
PARTY TO THIS AGREEMENT AND IS NOT REQUIRED TO BE A PARTY HERETO IN ACCORDANCE
WITH THE TERMS HEREOF.
SECTION 12.
MISCELLANEOUS.
(A)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS INVALID,
INOPERATIVE OR UNENFORCEABLE FOR ANY REASON, SUCH CIRCUMSTANCE SHALL NOT HAVE
THE EFFECT OF RENDERING THE PROVISION IN QUESTION INOPERATIVE OR UNENFORCEABLE
IN ANY OTHER CASE OR CIRCUMSTANCE, OR OF RENDERING ANY OTHER PROVISION OR
PROVISIONS HEREIN CONTAINED INVALID, INOPERATIVE OR UNENFORCEABLE TO ANY EXTENT
WHATSOEVER.
THE INVALIDITY OF ANY ONE OR MORE PHRASES, SENTENCES, CLAUSES,
SECTIONS OR SUBSECTIONS OF THIS AGREEMENT SHALL NOT AFFECT THE REMAINING
PORTIONS OF THIS AGREEMENT.
(B)
INFORMATION.
(I)
EACH OF THE SECURITYHOLDERS AGREES THAT, FROM THE DATE HEREOF AND
FOR SO LONG AS IT SHALL OWN ANY EQUITY SECURITIES, IT WILL FURNISH THE COMPANY
SUCH NECESSARY INFORMATION AND REASONABLE ASSISTANCE AS THE COMPANY MAY
REASONABLY REQUEST (X) IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (Y) IN CONNECTION WITH THE PREPARATION AND
FILING OF ANY REPORTS, FILINGS, APPLICATIONS, CONSENTS OR AUTHORIZATIONS WITH
ANY GOVERNMENTAL ENTITY UNDER ANY APPLICABLE LAW AND (Z) IN ORDER FOR THE
COMPANY TO DETERMINE, FROM TIME TO TIME, WHETHER IT IS A "PERSONAL HOLDING
COMPANY" WITHIN THE MEANING OF SECTION 542 OF THE CODE.
EACH SECURITYHOLDER
PROPOSING TO MAKE A TRANSFER PURSUANT TO SECTION 1 SHALL PROVIDE THE COMPANY
WITH ANY INFORMATION REASONABLY REQUESTED IN ORDER FOR THE COMPANY TO DETERMINE
WHETHER THE PROPOSED TRANSFER WOULD BE A PROHIBITED TRANSFER.
(II)
WITHIN 90 DAYS OF THE END OF EACH FISCAL YEAR, THE COMPANY SHALL
MAIL TO EACH SECURITYHOLDER A REPORT SETTING FORTH A BALANCE SHEET AS AT THE END
OF SUCH FISCAL YEAR AND STATEMENTS OF INCOME,