Common use of Voting of Shares; Further Assurances Clause in Contracts

Voting of Shares; Further Assurances. (a) The Stockholder, with respect to all Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereof. (b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The Each ------------------------------------ Stockholder, with respect to all Sharesby this Agreement, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Parent, or any nominee of Parent (the "Proxyholder"), with full power of substitution, during and only for the term of this Agreement, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Stockholder's Shares as his or its proxy, at any every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, name (as stockholder, ) to any consent, certificate or other document relating to the Company that the law of the State of Delaware may be permitted permit or required by applicable Lawrequire) as follows: (i) in favor of the approval and adoption of the Merger Agreement, Agreement and all related matters; (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Agreement; and (iii) against any action or which could result in any of the conditions to the Company's obligations under agreement (other than the Merger Agreement not being fulfilled or could the transactions contemplated thereby) that would impede, interfere with, delay delay, postpone or materially adversely affect attempt to discourage the Merger or the transactions contemplated hereby or by the Merger Agreement (together with (i) and (iiiii) in favor of any other matter necessary to above, the consummation of the transactions contemplated by the Merger Agreement"Permitted Matters"). EACH STOCKHOLDER INTENDS THAT PURSUANT TO THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER TERMS AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON CONDITIONS OF THIS AGREEMENT AND INTENDS FOR SO LONG AS THIS AGREEMENT IS IN EFFECT THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST IN THE SHARES AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED SUPPORTED BY THE STOCKHOLDER WITH RESPECT TO PLEDGE OF THE SHARESSHARES AS PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12Each Stockholder hereby revokes any proxy previously granted with respect to Shares owned of record or beneficially by such Stockholder. The proxy granted hereby shall expire and have no further force or effect upon the termination of this Agreement. Each Stockholder further agrees to cause all Shares controlled refrain from taking any action contrary to or owned by him beneficially and of record to be voted in accordance any manner inconsistent with the foregoingterms of this Agreement, including, with respect to the Permitted Matters only, (a) voting at any annual, special or adjourned meeting of the stockholders of the Company, (b) executing any written consent in lieu of a meeting of the stockholders of the Company, (c) exercising any rights of dissent with respect to the Shares and (d) granting any proxy or authorization to any person with respect to the voting of the Shares, except pursuant to this Agreement. The Each Stockholder hereby acknowledges both receipt of of, and that it has reviewed, a copy of the Merger Agreement and that such Stockholder understands the contents thereofAgreement. (b) The Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the Proxyholder the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG MergerCo, or any nominee of MergerCo, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Target or its nameany adjournment thereof or in connection with any written consent of Target's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Target under the Merger Agreement or which could result in any of the conditions to the Companyof Target's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Target, any change in the present capitalization of Target or any amendment to Target's certificate of incorporation or bylaws, any other material change in Target's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Roll-over and Stock Purchase Agreements or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of MergerCo, to permit MergerCo to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder's Shares. (b) Each Stockholder hereby acknowledges both receipt further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, that during the Proxy Term, at any meeting of a copy stockholders of Target, however called, or in connection with any written consent of Target's stockholders, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder, except as specifically requested in writing by MergerCo in advance, (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Target under the Merger Agreement or which could result in any of the conditions of Target's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of Target, any change in the present capitalization of Target or any amendment to Target's certificate of incorporation or bylaws, any other material change in Target's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the Roll-over and Stock Purchase Agreements or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "PROXY TERM" shall mean the period from the execution of this Agreement until the earlier of (i) the date of any termination of the Merger Agreement or (ii) the Effective Time.

Voting of Shares; Further Assurances. (a) The Each Stockholder, ------------------------------------ by this Agreement, with respect to all Sharesthose Shares that such Stockholder currently owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could is reasonably likely to result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder's Shares. (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12b) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOINGEach Stockholder hereby further agrees, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any Shares owned beneficially but not of record by such Stockholder, that during the Proxy Term, at any meeting of stockholders of WHG, however called, or in connection with any written consent of WHG's stockholders, such Stockholder further agrees shall vote (or cause to cause be voted) all Shares controlled whether or not owned by him beneficially and of record to be voted or beneficially by such Stockholder except as specifically requested in accordance with writing by PAHOC in advance, (i) in favor of the foregoing. The Stockholder hereby acknowledges both receipt of a copy adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of WHG under the Merger Agreement or which is reasonably likely to result in any of the conditions of WHG's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the earlier of (i) the termination of the Merger Agreement pursuant to Section 11.1; (ii) March 31, 1998, or (iii) the termination of this Agreement in accordance with Section 2.02(e).

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that it owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG AC CO., or any nominee of AC CO., with full power of substitution, until termination of the Merger Agreement, during such periods as his or the Option is exercisable, as its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any every annual, special or adjourned meeting of the stockholder of St. Ives, or any action by written consent in lieu of a meeting of the stockholders of St. Ives pursuant to Section 228 of the Company Delaware General Corporation Law (including the right to sign his or its name, name (as stockholder, ) to any consent, certificate or other document relating to AC CO. that the Company that law of the State of Delaware may be permitted permit or required by applicable Lawrequire) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal proposal for any recapitalization, merger, sale of assets or other business combination between St. Ives and any person or entity (as defined hereinother than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company St. Ives under the Merger Agreement or which could result in any of the conditions to the CompanySt. Ives's obligations under the Merger Agreement not being fulfilled or could impedefulfilled, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary relating to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him it beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder hereby acknowledges both receipt and review of a copy of the Merger Agreement Agreement, and that such Stockholder understands the contents thereofproxy and voting authority created hereby are coupled with an interest in the Shares and irrevocable until termination of the Merger Agreement. (b) The If AC CO. shall exercise the Option in accordance with the terms of this Agreement, and without additional consideration, the Stockholders shall execute and deliver further transfers, assignments, endorsements, consents and other instruments as AC CO. may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the Merger Agreement, including the transfer of any and all of the Stockholder's Shares to AC CO. or ACACQ CO. and the release of any and all liens, claims and encumbrances covering the Shares. (c) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser AC CO. or ACACQ CO. the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The StockholderH&R Block and Block Group, by this Agreement, with respect to all the Shares, does do hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG WorldCom, or any nominee of WorldCom, with full power of substitution, from the date hereof until the termination of this Agreement, as his or its true and lawful attorney attorney, agent and proxyproxy (its "Proxy"), for and in his or its name, place and stead, to vote each of the Shares in such Shares manner as his it or its proxynominee shall in its sole discretion deem proper, and otherwise act with respect to the Shares, at any annualmeeting (whether annual or special and whether or not an adjourned meeting) of CompuServe's stockholders, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, name (as stockholder, ) to any consent, certificate or other document relating to CompuServe that the Company that law of the State of Delaware may be permitted permit or required by applicable Law) require, regardless of the subject matter of such vote or other action: (i) in favor of the adoption of Merger, the Merger Agreement and this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, ; (ii) against any transaction pursuant to an Acquisition Proposal proposal for any recapitalization, merger (as defined hereinother than the Merger), share exchange, exchange offer, tender offer, sale of assets or other business combination between CompuServe or any CompuServe Entity and any person or entity (other than WorldCom or WAC) or any liquidation, dissolution or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company CompuServe, H&R Block or Block Group under the Merger Agreement or this Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement or this Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and fulfilled; and (iii) in favor of any other matter necessary to the consummation of for the transactions contemplated hereby or by the Merger Agreement. Agreement with respect to which Block Group may be entitled to vote. (b) In addition, upon WorldCom's exercise of the Option in accordance with the terms hereof, the power of attorney and proxy granted in Section 1.3(a) shall automatically and without the necessity of any additional action, consent, other writing or agreement on the part of WorldCom, H&R Block or Block Group be expanded in scope to permit WorldCom or its nominee to act for Block Group as its Proxy, for and in its name, place and stead, with full power of substitution, to vote the Shares in such manner as it or its nominee shall in its sole discretion deem proper, and otherwise act with respect to the Shares, at any meeting and to exercise the full rights of the owner or holder of the Shares, including the right to request or call and attend any and all meetings (whether annual or special and whether or not an adjourned meeting) of CompuServe's stockholders, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to CompuServe that the law of the State of Delaware may permit or require, regardless of the subject matter of such vote or other action . (c) SUBJECT ONLY TO THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER EXPIRATION OF THE TERM OF THIS AGREEMENT, THE FOREGOING PROXY AND MERGERCO ARE POWER OF ATTORNEY IS IRREVOCABLE, IS GRANTED IN CONSIDERATION OF WORLDCOM AND WAC ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON AND THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND IS COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY SUFFICIENT IN LAW TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARESSUPPORT AN IRREVOCABLE POWER. NOTWITHSTANDING THE FOREGOINGThis appointment shall revoke all prior powers of attorney and proxies appointed by H&R Block or Block Group at any time with respect to the Shares and no subsequent powers of attorney or proxies will be appointed by H&R Block or Block Group, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and be effective with respect thereto, during the term of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereofthis Agreement. (bd) The Stockholder H&R Block and Block Group shall each perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser WorldCom the power to carry out and give effect to the provisions of this Agreement; providedArticle I, howeverincluding applying a legend reasonably satisfactory to WorldCom promptly after the date hereof to the certificates evidencing the Shares reflecting the provisions of this Agreement and, at the Stockholder shall not be required request of WorldCom, to pay any monies or incur any liability deliver such certificates to WorldCom to hold in connection with the foregoingcustody. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder currently owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could is reasonably likely to result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder's Shares. (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12b) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOINGEach Stockholder hereby further agrees, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any Shares owned beneficially but not of record by such Stockholder, that during the Proxy Term, at any meeting of stockholders of WHG, however called, or in connection with any written consent of WHG's stockholders, such Stockholder further agrees shall vote (or cause to cause be voted) all Shares controlled whether or not owned by him beneficially and of record to be voted or beneficially by such Stockholder except as specifically requested in accordance with writing by PAHOC in advance, (i) in favor of the foregoing. The Stockholder hereby acknowledges both receipt of a copy adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of WHG under the Merger Agreement or which is reasonably likely to result in any of the conditions of WHG's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the earlier of (i) the termination of the Merger Agreement pursuant to Section 11.1; (ii) March 31, 1998, or (iii) the termination of this Agreement in accordance with Section 2.02(e).

Voting of Shares; Further Assurances. (a) The Each ------------------------------------ Stockholder, by this Agreement, with respect to all Sharesthe Shares set out in Exhibit A --------- hereto and any Shares hereinafter acquired by such Stockholder, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Subsidiary, or any nominee of Subsidiary, with full power of substitution, as his his, her or its true and lawful attorney and proxy, for and in his his, her or its name, place and stead, to vote each of such Shares as his his, her or its proxy, at any every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his his, her or its name, name (as stockholder, ) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Lawlaw) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined hereinbelow) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impedefulfilled, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary relating to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause the number of Shares as set forth opposite such Stockholder's name in Exhibit A hereto and all --------- Shares controlled or owned by him beneficially and of record over which he has voting power to be voted in accordance with the foregoing. The Each Stockholder hereby acknowledges both receipt and review of a copy of the Merger Agreement and that such Stockholder understands the contents thereofAgreement. (b) The Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser Subsidiary the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation obligations of the transactions contemplated by Stockholders pursuant to this Article I shall terminate upon the earlier of (i) the Effective Time (as defined in the Merger Agreement; provided) (ii) (x) 180 days after the termination of the Merger Agreement in case of termination that entitles Parent to a fee under Section 7.6 of the Merger Agreement, however, or (y) on the Stockholder shall not be required to pay date of termination in the case of termination for any monies or incur any liability in connection with the foregoingother reason.

Voting of Shares; Further Assurances. (a) The Each ------------------------------------ Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Patriot, or any nominee of Patriot, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Wyndham or its nameany adjournment thereof or in connection with any written consent of Wyndham's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Wyndham under the Merger Agreement or which could result in any of the conditions to the Companyof Wyndham's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Wyndham, any change in the present capitalization of Wyndham or any amendment to Wyndham's certificate of incorporation or bylaws, any other material change in Wyndham's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Stock Purchase Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of Patriot, to permit Patriot to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to such Stockholder's Shares. (b) Each Stockholder hereby acknowledges both receipt further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, that during the Proxy Term, at any meeting of a copy stockholders of Wyndham, however called, or in connection with any written consent of Wyndham's stockholders, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Stockholder, except as specially requested in writing by Patriot in advance, (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Wyndham under the Merger Agreement or which could result in any of the conditions of Wyndham's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of Wyndham, any change in the present capitalization of Wyndham or nay amendment to Wyndham's certificate of incorporation or bylaws, any other material change in Wyndham's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the Stock Purchase Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, howeverand in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. Each Stockholder further agrees, with respect to any voting securities of Patriot, CJC and OPCO held of record or beneficially by such Stockholder or any affiliates of such Stockholder, that during the Stockholder shall not be required to pay Proxy Term, at any monies meeting of stockholders of Patriot, CJC or incur any liability OPCO however called, or in connection with any written consent of Patriot's, CJC's or OPCO's stockholders, such Stockholder shall vote (or cause to be voted) and cause its affiliates to vote (or cause to be voted) such voting securities of, as applicable, Patriot, CJC or OPCO (i) in favor of the foregoingadoption of the Business Combination Agreement and the Merger Agreement and the other transactions contemplated by the Business Combination Agreement and the Merger Agreement and any other matter necessary for consummation of the transactions contemplated by the Merger Agreement or the Business Combination Agreement which is considered at any such meeting of stockholders or in such consent and (ii) against any matter which could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement, the Stock Purchase Agreement or the Business Combination Agreement or the likelihood of such transactions being consummated.

Voting of Shares; Further Assurances. Subject to the terms and conditions of this Agreement, SCH will vote all of the East Shares and West Shares, as the case may be, that it owns of record on the respective record dates for voting at the Special Meetings (a) The Stockholder, or will execute written consents with respect to all such Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any transaction pursuant to an Acquisition East Alternative Proposal or West Alternative Proposal (each as defined hereinin the Merger Agreement), (iii) or in favor of the amendment of the Articles of Incorporation of East substantially in the form attached hereto as Exhibit A (iv) in favor of the amendments to East's Long Term Omnibus Plan increasing the shares available for award thereunder as contemplated by the Merger Agreement, by such additional number as shares as may be determined by the East Compensation Committee and making any other action or agreement that would result changes necessary to permit East to assume West Options on the terms set forth in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iiiv) in favor of any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger AgreementAgreement and considered and voted upon at a Special Meeting (or as to which written consents are solicited). THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOINGSCH will cause any East Shares and West Shares, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or as the case may be, owned by him beneficially and it beneficially, but not of record, on the respective record dates for voting at the Special Meetings (or will cause written consents to be executed with respect to such Shares) to be voted in accordance with the foregoing. The Stockholder hereby Shareholder acknowledges both receipt and review of a copy of the Merger Agreement prior to the execution thereof and that such Stockholder understands the contents thereofhereof. (b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The Each Stockholder, by this Agreement, with respect to all Sharesthose Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Patriot, or any nominee of Patriot, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his Wyndham or its nameany adjournment thereof or in connection with any written consent of Wyndham's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Wyndham under the Merger Agreement or which could result in any of the conditions to the Companyof Wyndham's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of Wyndham, any change in the present capitalization of Wyndham or any amendment to Wyndham's certificate of incorporation or bylaws, any other material change in Wyndham's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the Stock Purchase Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing or, at the request of Patriot, to permit Patriot to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby acknowledges both receipt of a copy of the Merger Agreement and that revokes any proxy previously granted by such Stockholder understands the contents thereofwith respect to such Stockholder's Shares. (b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by this Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and steadxxxxx, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him with respect to his Shares. (b) Xxxxxxxx hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any shares owned beneficially and but not of record by him, that during the Proxy Term, at any meeting of stockholders of WHG, however called, or in connection with any written consent of WHG's stockholders, Xxxxxxxx shall vote (or cause to be voted voted) all such Shares, except as specifically requested in accordance with writing by PAHOC in advance, (i) in favor of the foregoing. The Stockholder hereby acknowledges both receipt of a copy adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of WHG under the Merger Agreement or which could result in any of the conditions of WHG's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the earliest of (i) the termination of the Merger Agreement pursuant to Section 11.1 (other than Section 11.1(g)), (ii) April 15, 1998, or (iii) the Effective Time of the Merger.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by this ------------------------------------ Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him with respect to his Shares. (b) Xxxxxxxx hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any shares owned beneficially and but not of record by him, that during the Proxy Term, at any meeting of stockholders of WHG, however called, or in connection with any written consent of WHG's stockholders, Xxxxxxxx shall vote (or cause to be voted voted) all such Shares, except as specifically requested in accordance with writing by PAHOC in advance, (i) in favor of the foregoing. The Stockholder hereby acknowledges both receipt of a copy adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of WHG under the Merger Agreement or which could result in any of the conditions of WHG's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the earliest of (i) the termination of the Merger Agreement pursuant to Section 11.1 (other than Section 11.1(g)), (ii) April 15, 1998, or (iii) the Effective Time of the Merger.

Voting of Shares; Further Assurances. (a) The Stockholder, with respect to all Shares, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote each of such Shares as his or its proxy, at any annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement, (ii) against any transaction pursuant to an Acquisition Proposal (as defined herein) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled or could impede, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees to cause all Shares controlled or owned by him beneficially and of record to be voted in accordance with the foregoing. The Stockholder hereby acknowledges both receipt of a copy of the Merger Agreement and that such Stockholder understands the contents thereof.THIS (b) The Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, the consummation of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing.

Voting of Shares; Further Assurances. (a) The Except as otherwise provided in this Section 1(b), each Stockholder, by this Agreement, with respect to all Sharesthose Stockholder Shares that such Stockholder owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG Parent, or any affiliate of Parent that is a party to the Merger Agreement, with full power of substitution, during and for the Proxy Term, as his or its such Stockholder's true and lawful attorney and irrevocable proxy, for and in his or its such Stockholder's name, place and stead, to vote each of such Stockholder Shares as his or its such Stockholder's proxy, at any annual, special or adjourned every meeting of the stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company's stockholders (including the right to sign his or its name, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (iA) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (iiB) against any transaction pursuant to an Acquisition Proposal (as defined herein) or proposal for any other action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of the conditions to of the Company's obligations under the Merger Agreement not being fulfilled or could impedefulfilled, interfere with, delay or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement and (iiiC) in favor of any other matter necessary directly relating to the consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARESEach Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to his or her Stockholder Shares. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Each Stockholder further agrees to cause all the Stockholder Shares controlled or owned by him such Stockholder beneficially and of record to be voted in accordance with the foregoing. The Notwithstanding anything to the contrary in this Agreement (including Section 6(b) hereof), Parent is not authorized under this Agreement to, and shall not, directly or indirectly, vote the Stockholder hereby acknowledges both receipt Shares, execute a written consent of a copy the Company's stockholders or otherwise act pursuant to this Agreement in any manner (a) to elect or remove any director of the Company, (b) which would prevent the Company from taking the actions permitted by Section 7.5(b) of the Merger Agreement (other than approval and adoption of the Merger Agreement and that such Stockholder understands related agreements and approval of the contents thereof. transactions contemplated thereby, including the Merger), (bc) The Stockholder shall perform such further acts to amend, supplement or otherwise modify the By-laws or Certificate of Incorporation of the Company (except with respect to and execute such further documents and instruments as may reasonably be required to vest in Purchaser the power to carry out the provisions of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. Merger) or (cd) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist in, and shall cooperate with Purchaser in connection with, require the consummation Board of Directors of the transactions contemplated by the Merger Agreement; provided, however, the Stockholder shall not be required Company to pay take or refrain from taking any monies or incur any liability in connection with the foregoingaction.

Voting of Shares; Further Assurances. (a) The StockholderXxxxxxxx, by ------------------------------------ this Agreement, with respect to all Sharesthose Shares that he currently owns of record and any Shares he hereafter owns of record, does hereby irrevocably (until the termination hereof in accordance with Section 5.12) constitute and appoint NCP-SBG PAHOC, or any nominee of PAHOC, with full power of substitution, during and for the Proxy Term, as his or its true and lawful attorney and irrevocable proxy, for and in his or its name, place and steadxxxxx, to vote each of such Shares as his or its proxy, at any annual, special or adjourned every meeting of the stockholders of the Company (including the right to sign his WHG or its nameany adjournment thereof or in connection with any written consent of WHG's stockholders, as stockholder, to any consent, certificate or other document relating to the Company that may be permitted or required by applicable Law) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any transaction pursuant to an Acquisition Proposal (Proposal, as that term is defined herein) or in the Merger Agreement, and any other proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company WHG under the Merger Agreement or which could result in any of the conditions to the Companyof WHG's obligations under the Merger Agreement not being fulfilled and (y) any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be expected to impede, interfere with, delay delay, postpone or materially adversely affect the Merger or the transactions contemplated hereby or by the Merger Agreement or the likelihood of such transactions being consummated, and (iii) in favor of any other matter necessary to the for consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing including the ability for PAHOC or its nominees to vote such Shares directly. THE STOCKHOLDER ACKNOWLEDGES THAT PURCHASER AND MERGERCO ARE ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THIS AGREEMENT AND INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SHARES. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL BE AUTOMATICALLY REVOKED WITHOUT ANY FURTHER ACTION ON THE PART OF ANY STOCKHOLDER OR PURCHASER UPON THE TERMINATION HEREOF IN ACCORDANCE WITH SECTION 5.12. The Stockholder further agrees Xxxxxxxx intends this proxy to cause all Shares controlled or owned be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by him with respect to his Shares. (b) Xxxxxxxx hereby further agrees, with respect to any Shares not voted pursuant to paragraph (a) above, including without limitation any shares owned beneficially and but not of record by him, that during the Proxy Term, at any meeting of stockholders of WHG, however called, or in connection with any written consent of WHG's stockholders, Xxxxxxxx shall vote (or cause to be voted voted) all such Shares, except as specifically requested in accordance with writing by PAHOC in advance, (i) in favor of the foregoing. The Stockholder hereby acknowledges both receipt of a copy adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that such Stockholder understands term is defined in the contents thereof. Merger Agreement, and any proposal for any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of WHG under the Merger Agreement or which could result in any of the conditions of WHG's obligations under the Merger Agreement not being fulfilled or (by) The Stockholder shall perform such further acts and execute such further documents and instruments as may any change in the directors of WHG, any change in the present capitalization of WHG or any amendment to WHG's certificate of incorporation or bylaws, any other material change in WHG's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (y) could reasonably be required to vest in Purchaser expected to, impede, interfere with, delay, postpone or materially adversely affect the power to carry out transactions contemplated by the provisions Merger Agreement or the likelihood of this Agreement; provided, however, the Stockholder shall not be required to pay any monies or incur any liability in connection with the foregoing. (c) The Stockholder shall take all such other actions as such other actions as shall be reasonably requested by Purchaser in order to assist intransactions being consummated, and shall cooperate with Purchaser (iii) in connection with, the favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement; providedAgreement which is considered at any such meeting of stockholders or in such consent, however, the Stockholder shall not be required to pay any monies or incur any liability and in connection with therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing. (c) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the earliest of (i) the termination of the Merger Agreement pursuant to Section 11.1 (other than Section 11.1(g)), (ii) April 15, 1998, or