NOTICE OF SUCH TERMINATION AS A
CONDITION TO ITS EFFECTIVENESS; PROVIDED, HOWEVER, THAT SECTION 11 HEREOF SHALL
SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 11.
EXPENSES.
ALL FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE
PARTY INCURRING SUCH FEES, COSTS AND EXPENSES.
SECTION 12.
PUBLIC ANNOUNCEMENTS.
EACH OF THE SHAREHOLDERS AGREES THAT IT WILL
NOT ISSUE ANY PRESS RELEASE OR OTHERWISE MAKE ANY PUBLIC STATEMENT WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE MERGER
AGREEMENT WITHOUT THE PRIOR CONSENT OF PURCHASER; PROVIDED, HOWEVER, THAT SUCH
DISCLOSURE MAY BE MADE WITHOUT OBTAINING SUCH PRIOR CONSENT IF (I) THE
DISCLOSURE IS REQUIRED BY LAW OR IS REQUIRED BY ANY REGULATORY AUTHORITY,
INCLUDING BUT NOT LIMITED TO ANY GOVERNMENTAL AUTHORITY, OR THE NASDAQ STOCK
MARKET AND ANY NATIONAL SECURITIES EXCHANGE, TRADING MARKET OR INTER-DEALER
QUOTATION SYSTEM ON WHICH THE SHARES TRADE AND (II) THE SHAREHOLDER MAKING SUCH
DISCLOSURE HAS FIRST USED ALL REASONABLE EFFORTS TO CONSULT WITH PURCHASER ABOUT
THE FORM AND SUBSTANCE OF SUCH DISCLOSURE.
SECTION 13.
MISCELLANEOUS.
(A)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED IN PERSON, BY
FACSIMILE, RECEIPT CONFIRMED, OR ON THE NEXT BUSINESS DAY WHEN SENT BY OVERNIGHT
COURIER OR ON THE SECOND SUCCEEDING BUSINESS DAY WHEN SENT BY REGISTERED OR
CERTIFIED MAIL (POSTAGE PREPAID, RETURN RECEIPT REQUESTED) TO THE RESPECTIVE
PARTIES AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS
SHALL BE SPECIFIED BY LIKE NOTICE):
If to any of the Shareholders, to such Shareholder at the following address:
c/o Ault Incorporated
7105 Northland Terrace
Minneapolis, MN
55428-1028
Facsimile: 763-592-1911
If to Purchaser or Merger Sub, to:
SL Industries Inc.
520 Fellowship Road
Suite A114
Mount Laurel, New Jersey
08054
Attention: James Taylor
Facsimile: 856-727-1683
8
With a copy (which shall not constitute notice) to:
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York
10022
Attention: Steven Wolosky, Esq.
Facsimile: (212) 451-2222
(B)
HEADINGS.
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.
(C)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED MANUALLY OR BY FACSIMILE BY
THE PARTIES HERETO IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE
CONSIDERED ONE AND THE SAME AGREEMENT.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH THE MERGER AGREEMENT AND
ANY OTHER EXHIBITS, ANNEXES, SCHEDULES, DOCUMENTS AND INSTRUMENTS REFERRED TO
HEREIN AND THEREIN OR CONTEMPLATED THEREBY OR THEREIN) CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES OR ANY OF THEM WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF.
(E)
GOVERNING LAW; VENUE.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF