FOR
BOARD SEATS AT THE ANNUAL MEETING.
(B)
ELLIOTT HEREBY WITHDRAWS BOTH ITS NOTICE OF NOMINATION AND ITS
NOTICE OF BUSINESS, AND SHALL REFRAIN FROM SUBMITTING ANY STOCKHOLDER PROPOSALS
PURSUANT TO RULE 14A-8 OR OTHERWISE IN CONNECTION WITH THE ANNUAL MEETING.
Section 4.
Voting.
(A)
NOTHING IN THIS AGREEMENT SHALL IN ANY WAY RESTRICT THE ABILITY OF
ELLIOTT TO VOTE AS IT SEES FIT ANY EQUITY OR DEBT SECURITIES OF MMG IT NOW OWNS
OR MAY IN THE FUTURE OWN.
(B)
MMG COVENANTS THAT ALL SHARES OF COMMON STOCK OWNED BENEFICIALLY
(INCLUDING THE SHARES DISCLOSED, IN THE PROXY STATEMENT FOR THE ANNUAL MEETING,
AS BEING BENEFICIALLY OWNED) OR OF RECORD BY (I) METROMEDIA COMPANY, AND (II)
MR. KLUGE AND MR. SUBOTNICK INDIVIDUALLY, SHALL BE VOTED "FOR" THE ELECTION OF
THE ELLIOTT DESIGNEE AS A CLASS I DIRECTOR AT THE ANNUAL MEETING.
MMG SHALL USE
COMMERCIAL BEST EFFORTS TO SOLICIT PROXIES WITH RESPECT TO ANY SHARES OF COMMON
STOCK OWNED BENEFICIALLY OR OF RECORD BY NEWS PLD LLC AND THE DIRECTORS OF MMG
OTHER THAN MR. KLUGE AND MR. SUBOTNICK "FOR" THE ELECTION OF THE ELLIOTT
DESIGNEE AS A CLASS I DIRECTOR AT THE ANNUAL MEETING.
(C)
TO THE EXTENT PERMITTED BY LAW AND ITS BYLAWS, MMG SHALL CAUSE ALL
PROXIES RECEIVED BY MMG THAT ARE MARKED "FOR" THE ELECTION OF THE ELLIOTT
DESIGNEE OR GRANT VOTING DISCRETION TO MANAGEMENT TO BE VOTED "FOR" THE ELECTION
OF THE ELLIOTT DESIGNEE AS A CLASS I DIRECTOR AT THE ANNUAL MEETING.
Section 5.
Remedies.
(A)
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT IRREPARABLE
HARM WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC RELIEF
HEREUNDER, INCLUDING, WITHOUT LIMITATION, AN INJUNCTION OR INJUNCTIONS TO
PREVENT AND ENJOIN BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY STATE OR FEDERAL COURT
LOCATED IN THE STATE AND COUNTY OF NEW YORK OR THE STATE OF DELAWARE, IN
ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY.
ANY REQUIREMENTS FOR THE SECURING OR POSTING OF ANY BOND WITH SUCH REMEDY ARE
HEREBY WAIVED.
3
(B)
THE PARTIES HERETO AGREE THAT ANY ACTIONS, SUITS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREBY OR ANY DOCUMENT REFERRED TO HEREIN SHALL BE BROUGHT EXCLUSIVELY IN THE
STATE OR FEDERAL COURTS LOCATED IN THE STATE AND COUNTY OF NEW YORK OR THE STATE
OF DELAWARE (AND THE PARTIES AGREE NOT TO COMMENCE ANY ACTION, SUIT OR
PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREE THAT
SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE RESPECTIVE ADDRESSES SET FORTH
IN SECTION 9 HEREOF SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUCH ACTION,
SUIT OR PROCEEDING BROUGHT AGAINST