IRREVOCABLE PROXY AND VOTING AGREEMENT
WITH RESPECT TO ELECTION OF DIRECTORS
For good and valuable consideration, receipt of
which is hereby acknowledged, Xxxxxx X. Xxxxxxx ("Xxxxxxx")
hereby appoints Xxxxxxx X. Xxxxxxxxxx ("Xxxxxxxxxx") the
proxy of Xxxxxxx, solely with respect to the election of
directors, commencing on the date hereof and terminating on
December 31 of such year in which either party shall have
given the other party at least twelve (12) months' written
notice thereof prior to December 31 of such year; provided,
that, notwithstanding the foregoing the Proxy shall remain
in full force and effect until at least December 31, 1998
(the "Proxy Term"); with full power to vote at any meeting
(or action by consent) of Acorn Venture Capital Corporation
(the "Company") in such manner as he, in his sole discretion
deems proper with respect to (i) the shares of Common Stock,
$.01 par value, of the Company, which Xxxxxxx owns or is
entitled to vote (the "Stock"), and (ii) any securities
issued or issuable in respect of the Stock during the Proxy
Term. If any shares of the Stock covered by this Proxy are
sold to any other party, the Proxy as it relates to such
shares of Stock shall terminate immediately upon such sale.
This Proxy is coupled with an interest and is
irrevocable during the Proxy Term. At any time and from
time to time during the Proxy Term, Xxxxxxx shall execute
and deliver to Xxxxxxxxxx, or his designees, such additional
proxies or instruments as may be deemed by Ollendorff
necessary or desirable to effectuate the purposes of this
Proxy or further to evidence the right and powers granted
hereby. This Proxy shall terminate in the event of the
death of Xxxxxxxxxx or in the event a conservator or
guardian is appointed to administer the affairs of
Ollendorff.
Anything in this Proxy and Agreement to the
contrary notwithstanding, Xxxxxxxxxx undertakes to vote the
Stock, as well as use his best efforts (including voting
shares of stock of Acorn owned by him) for the election of
the greater of (i) two (2) directors or (ii) a number of
directors equal to 22% (rounded up to the next highest
number) of the entire Board of Directors, acceptable to
Xxxxxxx.
IN WITNESS WHEREOF, Xxxxxxx and Xxxxxxxxxx each
has executed this Irrevocable Proxy and Voting Agreement as
of the 19th day of December, 1995.
Xxxxxx X. Xxxxxxx
____________________________
WITNESS: Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
________________________
WITNESS:
Xxxxxx X. Xxxxxxx
________________________ Xxxxxxx X.Xxxxxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxxxx
