IRREVOCABLE PROXY
THIS IRREVOCABLE PROXY (this "Agreement") is dated as of the 21st day of
August, 1998 by and between GMC Acquisition Corporation, a New York corporation
("GMCAC"), and Xxxxxxxxx Xxxxx (the "Shareholder").
1. Grant of Irrevocable Proxy. In order to induce GMCAC to enter into an
Agreement and Plan of Merger (the "Agreement") with General Microwave Corp.
("GMC"), the Shareholder hereby irrevocably appoints and constitutes GMCAC or
any designee of GMCAC, with full power of substitution, the lawful agent,
attorney and proxy of the Shareholder during the term of the Agreement to vote
in its sole discretion all of the shares of Common Stock of GMC ("Common Stock")
of which the Shareholder is the owner of record or beneficially owns (the
"Shares") (including any and all Common Stock acquired by the Shareholder after
the date hereof or through the exercise or acceleration of options) in the
following manner for the following purposes: (i) to call one or more meetings of
the Shareholders of GMC in accordance with the By-Laws of GMC and applicable law
for the purpose of considering the transactions contemplated by the Agreement
such that the Shareholder shall have the full opportunity to approve the
Agreement and any and all amendments, modifications and waivers thereof and the
transactions contemplated thereby; (ii) in favor of the Agreement or any of the
transactions contemplated by the Agreement at any Shareholders meetings of GMC
held to consider the Agreement (whether annual or special and whether or not an
adjourned meeting; (iii) against any other proposal for any recapitalization,
merger, sale of assets or other business combination between GMC and any other
person or entity other than GMCAC or the taking of any action which would result
in any of the conditions to GMCAC's obligations under the Agreement not being
fulfilled; and (iv) as otherwise necessary or appropriate to enable GMCAC to
consummate the transactions contemplated by the Agreement and, in connection
with such purposes, to otherwise Act with respect to the Shares which the
Shareholder is entitled to vote. THIS IRREVOCABLE PROXY HAS BEEN GIVEN IN
CONSIDERATION OF THE UNDERTAKINGS OF GMCAC IN THE AGREEMENT AND SHALL BE
IRREVOCABLE AND COUPLED WITH AN INTEREST UNTIL THE TERMINATION DATE AS DEFINED
IN SECTION 2 HEREOF. This Agreement shall revoke all other proxies granted by
the Shareholder with respect to the Shares.
2. Termination Date. This Irrevocable Proxy shall expire on the earlier to
occur of the Closing under the Agreement or the termination of the Agreement
pursuant to its terms.
IN WITNESS WHEREOF, GMCAC and the Shareholder have duly executed this
Agreement as of the date and year first above written.
/s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
/s/ Xxx X. Xxxxx
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Xxx X. Xxxxx
GMC ACQUISITION CORPORATION
