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/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
LME ACQUISITION
CORPORATION
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ----------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ MEDIA
ENTERTAINMENT, LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and Chief
Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
THE LANCIT CHILDREN'S TRUST
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
By: ----------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇,
Title: as sole Trustee
SCHEDULE A
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Shares of Lancit
Shareholder Common Stock
----------- ------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ 553,113
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 553,113
The Lancit Children's Trust 40,080
