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: /s/ XXXX XXXXXXX
--------------------
Name:Xxxx Xxxxxxx
Title:Executive Vice President
LME ACQUISITION
CORPORATION
By: /s/ XXXX XXXXXXX
--------------------
Name:Xxxx Xxxxxxx
XXXXXX MEDIA
ENTERTAINMENT, LTD.
By: /s/ XXXXX X. XXXXXXX
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
Xxxxxx Xxxxxx
/s/ XXXXXX XXXXXX
------------------------
Name: Xxxxxx Xxxxxx
Xxxxxxxx X. Xxxxxx
/s/ XXXXXXXX X. XXXXXX
------------------------
Name: Xxxxxxxx X. Xxxxxx
THE LANCIT CHILDREN'S TRUST
By: /s/ XXXXX X. XXXX
---------------------
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
