I the undersigned General Member of Edgewood Country Club, Inc. (the "Club"), a nonprofit corporation incorporated under the the laws of the State of New Jersey, do, in accordance with 15A: 5-18 of the New Jersey Nonprofit Corporation Act, hereby nominate, constitute and appoint Roger Berkley, as my true and lawful proxy, with full power of substitution and revocation, to represent me and vote on my behalf on all issues and motions presented, and on any and all matter and things that may come up, at the Special Meeting of the Club to be held on October 21, 2012 or at any adjournment thereof, as fully to all intents and purposes as I might or could do if personally present, and ratifying and conforming all that my above mentioned proxy or his substitute, may do or cause to be done by virtue of this proxy.  The power and authority hereby granted shall be effective for the Special Meeting, and at all adjournments of such Special Meeting unless withdrawn by me through written notice of such withdrawal delivered to the Secretary of the Club before the date of the Special Meeting or adjournment thereof.