AMENDMENT TO IRREVOCABLE PROXY
------------------------------
Amendment dated June 13, 1996 to Irrevocable Proxy dated March 7,
1996 between Xxxxxx, Xxxxx & Company, L.L.C. ("Proxyholder") and Xxxxxx X.
Xxxxxxxxxx ("Principal"):
WHEREAS Principal issued and delivered to Proxyholder that
certain Irrevocable Proxy dated March 7, 1996 ("Proxy");
WHEREAS Principal desires to retire from his employment with
LogiMetrics, Inc. ("Company");
WHEREAS Principal and Proxyholder desire to amend the Proxy to
provide for its continuance, notwithstanding the termination of
Principal's employment with the Company;
NOW, THEREFORE, in consideration of the foregoing, Principal and
Proxyholder agree as follows:
1. The Proxy is hereby amended in its entirety and the
following substituted therefor:
"KNOW ALL MEN BY THESE PRESENTS that the
undersigned, Xxxxxx X. Xxxxxxxxxx (the "Principal"), does
hereby make, constitute and appoint Xxxxxx, Teman &
Company, L.L.C. (the "Proxyholder"), his true and lawful
attorney, for him and in his name, place and stead, to
act as his proxy in respect of 50% of all the shares of
common stock of LogiMetrics, Inc. ("Stock"), a Delaware
corporation (the "Corporation") owned of record by the
Principal or which are eligible to be voted by the
Principal (except as otherwise provided in this
irrevocable proxy) as stockholders of the Corporation
(the "Shares") for the following exclusive purposes: (i)
voting the Shares in favor of the election of three
persons to be designated by the Proxyholder and two
persons designated by SFM Group, Ltd. as members of the
Corporation's Board of Directors and (ii) voting the
Shares with respect to any of the following matters: (i)
mergers, divestitures and acquisitions; (ii) sale of all
or substantially all the Corporation's assets, giving and
granting to the Proxyholder full power and authority to
the premises, as fully as it might or could do if
personally present with full power of substitution,
appointment and revocation, hereby ratifying and
confirming all that its said attorneys shall do or cause
to be done by virtue hereof. Nothing contained herein
shall preclude the Principal from selling Stock.
This proxy shall not be revocable or revoked by
the Principal, may not be assigned by the Proxyholder and
is coupled with an interest and shall be binding upon the
Principal and the respective heirs and personal
representatives of the Principal until December 31,
1998."
2. As amended hereby the Proxy shall remain in full force
and effect.
IN WITNESS WHEREOF, Principal and Proxyholder have executed this
Amendment to Irrevocable Proxy the date and year first above written.
Xxxxxx, Xxxxx & Company, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------
Title: Principal
----------------------
/s/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxxx
- 2 -
