/dpw/cw/061/17431/007/13D/XXXXX/voteagt.ed
VOTING AGREEMENT
In consideration of RCN Corporation, a Delaware corporation (the
"Company"), LME Acquisition Corporation, a New York corporation ("Merger
Subsidiary") and Lancit Media Entertainment, Ltd., a New York corporation
("Lancit") entering into on the date hereof an Agreement and Plan of Merger
dated as of the date hereof (the "Merger Agreement") which provides, among other
things, that Merger Subsidiary, upon the terms and subject to the conditions
thereof, will be merged with and into Lancit (the "Merger") and each outstanding
share of common stock, $0.01 par value, of Lancit (the "Lancit Common Stock")
will be converted into the right to receive the Merger Consideration (as defined
in the Merger Agreement) in accordance with the terms of such Agreement, the
undersigned holders (each, a "Shareholder") of shares of Lancit Common Stock,
severally and not jointly, agree with the Company as follows (all capitalized
terms not otherwise defined herein have the respective meanings set forth in the
Merger Agreement):
1. During the period (the "Agreement Period") beginning on the date
hereof and ending on the earlier of (i) the Effective Time (as defined in the
Merger Agreement), (ii) the date that is 1 year after the termination of the
Merger Agreement in accordance with Section 7.01(c) (in the case of a
termination by the Company for a willful breach by Lancit of its obligations
under the Merger Agreement), (e), (f) or (g) thereof (and, in the case of
termination pursuant to subsection (e) or (f), payment in full of all amounts
payable to the Company pursuant to Section 4.09 of the Merger Agreement), (iii)
the date of termination of the Merger Agreement for any other reason and (iv)
February 27, 2000, the Shareholder hereby agrees to vote all of its Shares to
approve and adopt the Merger Agreement and the Merger (provided that such
Shareholder shall not be required to vote in favor of the Merger Agreement or
the Merger if the Merger Agreement has, without the consent of such Shareholder,
been amended in any manner that is material and adverse to such Shareholder) and
any actions directly and reasonably related thereto at any meeting or meetings
of the shareholders of Lancit, and at any adjournment thereof or pursuant to
action by written consent, at or by which such Merger Agreement, or such other
actions, are submitted for the consideration and vote of the shareholders of
Lancit so long as such meeting is held (including any adjournment thereof) or
written consent adopted prior to the termination of the Agreement Period. For
purposes of this Agreement, "Shares" shall mean any and all shares of Lancit
Common Stock now owned and/or subsequently acquired by the Shareholder through
purchase, gift, stock splits, stock dividends and exercise of stock options.
2. During the Agreement Period, the Shareholder hereby agrees that it
will vote all of its Shares against the approval of any other merger,
consolidation, sale of assets, reorganization, recapitalization, liquidation or
winding up of Lancit or any other extraordinary transaction involving Lancit or
any matters related to or in connection therewith.
3. From the date hereof until the termination hereof, except in its
capacity as an officer or director of Lancit and in accordance with Section 4.09
of the Merger Agreement, the Shareholder will not, directly or indirectly, (i)
take any action to solicit, initiate or encourage any Acquisition Proposal or
(ii) engage in negotiations or discussions with, or disclose any nonpublic
information relating to Lancit or any Subsidiary or afford access to the
properties, books or records of Lancit or any Subsidiary to, or otherwise
assist, facilitate or encourage, any Third Party that may be considering making,
or has made, an Acquisition Proposal. The Shareholder will promptly notify the
Company after receipt of any Acquisition Proposal or any indication from any
Third Party that it is considering making an Acquisition Proposal or any request
for nonpublic information relating to Lancit or any Subsidiary or for access to
the properties, books or records of Lancit or any Subsidiary by any Third Party
that may be considering making, or has made, an Acquisition Proposal and will
keep the Company fully informed of the status and details of any such
Acquisition Proposal, indication or request.
4. The Shareholder agrees not to exercise any rights (including,
without limitation, under Section 910 of the BCL) to demand appraisal of any
shares of Lancit Common Stock owned by the Shareholder.
5. The Shareholder hereby represents and warrants to the Company that
as of the date hereof:
(a) the Shareholder (i) owns beneficially all of the Shares set forth
opposite the Shareholder's name in Schedule A hereto, (ii) has the full and
unrestricted legal power, authority and right to enter into, execute and deliver
this Voting Agreement without the consent or approval of any other person and
(iii) has not entered into any voting agreement with or granted any person any
proxy (revocable or irrevocable) with respect to such Shares (other than this
Voting Agreement).
(b) This Voting Agreement is the valid and binding agreement of the
Shareholder.
(c) No investment banker, broker or finder is entitled to a commission
or fee from the Shareholder or Lancit in respect of this Agreement based upon
any arrangement or agreement made by or on behalf of the Shareholder except as
disclosed pursuant to Section 2.15 of the Merger Agreement.
6. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way affecting
the remaining provisions of this Voting Agreement.
7. This Voting Agreement may be executed in two or more counterparts
each of which shall be an original with the same effect as if the signatures
hereto and thereto were upon the same instrument.
8. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement, then
the party seeking to enforce this Agreement against such non-performing party
shall be entitled to specific performance and injunctive and other equitable
relief, and the parties hereto further agree to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any
such-injunctive or other equitable relief. This provision is without prejudice
to any other rights or remedies, whether at law or in equity, that any party
hereto may have against any other party hereto for any failure to perform its
obligations under this Voting Agreement.
9. This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
10. The Shareholder will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete and effectuate the covenants contained herein.
11. This Agreement shall terminate upon the termination of the
Agreement Period.
12. This Agreement shall bind each Shareholder only in such
Shareholder's capacity as a shareholder of Lancit and only with respect to the
specific matters set forth herein, and shall not prohibit the Shareholder from
acting in accordance with the Shareholder's fiduciary duties as an officer or
director of Lancit.
13. The Shareholder agrees that if it sells, transfers, assigns,
encumbers or otherwise disposes (each a "Transfer") of any Shares (whether to an
affiliate or otherwise) during the term of this Agreement, it shall require the
transferee of such Shares to execute and deliver to the Company and Lancit a
voting agreement identical in form to this Voting Agreement except for the
identity of the Shareholder prior to or concurrent with the consummation of such
Transfer. The Company and Lancit understand and acknowledge that, subject to the
preceding sentence, the Shareholder is free to Transfer any Shares at such times
and in such manner as it deems appropriate.
IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of this 27th day of February, 1998.
RCN CORPORATION
By_______________________
Name:
Title:
LME ACQUISITION
CORPORATION
By ______________________
Name:
LANCIT MEDIA
ENTERTAINMENT, LTD.
By ______________________
Name:
Title:
Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
Xxxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxxx X. Xxxxxx
THE LANCIT CHILDREN'S TRUST
By: __________________
Name: Xxxxx X. Xxxx,
Title: as sole Trustee
SCHEDULE A
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Shares of Lancit
Shareholder Common Stock
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Xxxxxx Xxxxxx 553,113
Xxxxxxxx X. Xxxxxx 553,113
The Lancit Children's Trust 40,080
