Common use of Agreement to Vote Subject Shares Clause in Contracts

Agreement to Vote Subject Shares. During the Applicable Period, at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.

Agreement to Vote Subject Shares. During the Applicable Period, at any meeting of the stockholders shareholders of the CompanyParent, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder Shareholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: , in person or by proxy, all of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares of Pi Preferred Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than the number of Subject Shares sufficient to approve the issuance of Parent Common Stock pursuant to the Merger Agreement (such issuance of Parent Common Stock, the “Share Issuance,” and such minimum number of Subject Shares, the “Subject Shares Minimum”): (i) in favor of adoption of the Merger Agreement Share Issuance and approval of any other matter that is required to be approved by the stockholders shareholders of the Company Parent in order to effect the Merger; Integrated Mergers and (ii) against any merger agreement proposal made (A) in opposition to the Share Issuance or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer B) in support of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any an Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the CompanyParent. During the Applicable Period, such Stockholder Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its the Subject Shares Minimum (when combined with any other Juniper Stock) in such StockholderShareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the CompanyParent’s stockholders shareholders generally. During the Applicable Period, in the event that any meeting of the stockholders shareholders of Parent is held with respect to the Company is heldIntegrated Mergers or Merger Agreement or any transactions contemplated thereby, such Stockholder Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its the Subject Shares to beneficially owned by such Shareholder on such date (which shall be counted as present thereat for purposes of establishing a quorum. During no fewer than the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.Shares

Agreement to Vote Subject Shares. During the Applicable PeriodPeriod (as defined below), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unlessAgreement, in each case, unless such transaction is approved in writing by Parent) , or any Acquisition Proposal with respect to the Company; Alternative Proposal, and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.

Agreement to Vote Subject Shares. During the Applicable Period, at any (a) At every meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders shareholders of the Company is soughtcalled, such and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Company, the Stockholder (solely in the Stockholder’s capacity as such) shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to, vote the Subject Shares to the extent such Subject Shares are entitled to be voted: (i) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which the shareholders of the Company would receive consideration per share of Company Common Stock equal to or greater than the Offer Price; (ii) against approval of any proposal made in opposition to, or in competition with, the consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Offer, the Merger or any other transactions contemplated by the Merger Agreement): (A) any arrangement or agreement related to any Acquisition Proposal; (B) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any Subsidiary of the Company; and (C) any other action that is intended, or would reasonably be expected, to impede, delay or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. (b) In the event that a meeting of the shareholders of the Company is held, the Stockholder shall appear at such meeting meeting, and at every adjournment or postponement thereof, or otherwise cause all of its the Subject Shares Shares, to the extent applicable, to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such . (c) The Stockholder further agrees shall not enter into any agreement or understanding with any Person to commit vote or agree, and to cause give instructions in any record holder of its Subject Shares not to commit or agree, to take any action manner inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date terms of this Agreement to and including the date of the termination of this AgreementSection 3.

Agreement to Vote Subject Shares. During the Applicable Period, at At any meeting (a "Stockholders Meeting") (including any and all postponements and adjournments thereof) of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance ASC called to consider and vote upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) the issuance of Common Stock to the stockholders of MeriStar pursuant to the Merger Agreement, (iii) the recapitalization and Common Stock issuances contemplated by Sections 3.3, 3.4 and 3.5 of this Agreement, (iv) the transactions contemplated by Section 2.6 of the Merger Agreement, (v) the election of directors for ASC as provided in Schedule 1.1 to this Agreement and (vi) the adoption of amendments to the articles of incorporation and bylaws of ASC in connection with the Merger (the actions referred to in clauses (i) through (vi) being referred to collectively as the "Proposals"), and in connection with any action to be taken in respect of the Proposals by written consent of the stockholders of ASC, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares in favor of the approval and adoption of the Proposals and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement and this Agreement and considered and voted upon at any such meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companysuch written consent, as applicable. During the Applicable Period, such Stockholder At any meeting (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting and all postponements and adjournments thereof) of the stockholders of the Company is heldASC (an "Adverse Meeting") called to consider and vote upon any Adverse Proposal (as defined below), such and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of ASC, each Stockholder shall vote or cause to be voted (or shall cause the holder of record on any applicable record date toincluding by written consent, if applicable) appear at such meeting or otherwise cause all of its such Stockholder's Subject Shares to be counted as present thereat for against such Adverse Proposal. For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement, the term "Adverse Proposal" means any (a) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of ASC set forth in the Merger Agreement or (b) proposal or action that is intended or would reasonably be expected to impede, interfere with, delay or materially and adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement.

Agreement to Vote Subject Shares. During the Applicable Period, at any (a) At every meeting of the stockholders of the CompanyCompany however called (whether annual or special), however called, and at every adjournment or at any postponement or adjournment thereof, and on every action or in any other circumstance upon which a vote or other approval of all or some by written consent of the stockholders of Company, the Company is sought, such Stockholder shall, and (solely in the Stockholder’s capacity as such) shall cause any holder vote or deliver a written consent with respect to all of record of its the Subject Shares on to the fullest extent such Subject Shares are entitled to be voted (regardless of any applicable record date to, vote: Change in Company Board Recommendation): (i) in favor of the adoption of the Merger Agreement and and, without limitation of the preceding language, the approval of any other matter that is required proposal to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement adjourn or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that postpone any meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is heldheld to the extent Company stockholder approval is required for such adjournment or postponement and such adjournment or postponement is in accordance with Section 4.3(b) of the Merger Agreement; (ii) against approval of any proposal made in opposition to, such or in competition with, the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions: (A) any Acquisition Transaction; and (B) any other action or agreement (except any proposal to adjourn or postpone any meeting of the stockholders of the Company contemplated in clause (i) above) that is intended to or would reasonably be expected to impede, prevent, delay or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares Shares, to the extent applicable, to be counted as present thereat for purposes of establishing a quorum. During . (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give voting instructions in any manner in violation of the Applicable Period, such Stockholder terms of this Section 3 and further hereby agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, agree to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date in violation of this Agreement to and including the date of the termination of this AgreementSection 3.

Agreement to Vote Subject Shares. During (a) At every meeting of the Applicable Periodstockholders of the Company however called (whether annual or special), and at any meeting every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or the Stockholder (solely in any other circumstance upon which a the Stockholder’s capacity as such) shall vote or other approval of deliver a written consent with respect to all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: to the fullest extent such Subject Shares are entitled to be voted: (i) in favor of the adoption of the Merger Agreement Agreement, including the merger contained therein, and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against , including any merger agreement amended Merger Agreement or merger (other amendment to the Merger Agreement that increases the Merger Consideration or otherwise is or results in the Merger Agreement being more favorable to the Stockholder than the Merger Agreement and in effect on the Merger)date of this Agreement, consolidationand, combination, sale or transfer without limitation of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unlesspreceding language, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment favor of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights approval of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right proposal to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time adjourn or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that postpone any meeting of the stockholders of the Company to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which such meeting is held; (ii) against approval of any proposal made in opposition to, such or in competition with, the consummation of the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions: (A) any Competing Proposal or Competing Transaction; and (B) any other action or agreement (except any proposal to adjourn or postpone any meeting of the stockholders of the Company contemplated in clause (i) above) that would, is intended to or would reasonably be expected to impede, prevent, delay or adversely affect the Merger or any other transactions contemplated by the Merger Agreement or otherwise result in a breach of any of the Company’s representations, warranties, covenants or obligations under the Merger Agreement. (b) At any meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, the Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares Shares, to the extent applicable, to be counted as present thereat for purposes of establishing a quorum. During . (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give voting instructions in any manner inconsistent with the Applicable Period, such Stockholder terms of this Section 3 and further hereby agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, agree to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this AgreementSection 3.

Agreement to Vote Subject Shares. From the date hereof through the earlier of: (a) the closing of the Merger (as defined in the Transaction Agreement); (b) the termination of the Transaction Agreement in accordance with its terms; or (c) the termination of any Definitive Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Merger contemplated by the Transaction Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Transaction Agreement by written consent of stockholders of Company, the Stockholders shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Merger and in favor of any other matter necessary for the consummation of the transactions contemplated by the Transaction Agreement (collectively, the "Transaction"), and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Applicable Pre-Closing Period, at any meeting of the stockholders of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a the Stockholders shall vote or other approval of cause to be voted (including by written consent, if applicable) all or some of the stockholders Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) proposed to acquire the stock or assets of Crown made by any person or group other than Kinross or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Kinross of any of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Merger Transaction nor any other transaction contemplated by the Transaction Agreement to be consummated by Kinross and Crown in connection therewith shall constitute an Other Proposal. The Stockholders shall not enter into any agreement or change in understanding with any manner person or entity the voting rights effect of any outstanding class of capital stock which would be a violation of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion provisions and without any other limitation on those matters other than those set forth agreements contained in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement1.1.

Agreement to Vote Subject Shares. During the Applicable PeriodPeriod (as defined below), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstance upon which a vote vote, consent or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, votevote or, if stockholders are requested to vote their shares through the execution of an action by written consent in lieu of such meeting of stockholders of the Company, execute a written consent or consents with respect to all of its Subject Shares: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; Merger and (ii) against (1) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Company Acquisition Proposal with respect to the Company; Proposal, and (iii2) against any amendment of the Company’s certificate of incorporation or bylaws by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal proposal, action or transaction would reasonably be expected to, in any manner manner, delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this AgreementAgreement pursuant to Section 5 hereof.

Agreement to Vote Subject Shares. During At any meeting of the Applicable Periodstockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, each Stockholder will, subject to Section 2.3, vote or cause to be voted (including by written consent, if applicable) all of such Stockholder’s Subject Shares which it has the right to vote in favor of (i) the adoption of the Merger Agreement, (ii) the election to the Board of any person designated by Parent or Purchaser in accordance with Section 1.3 of the Merger Agreement (“Parent Designees”), or (iii) any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. Subject to Section 2.3, at any meeting of the stockholders of the Company, however called, or Company called to consider and vote upon any Adverse Proposal (and at any postponement or adjournment and all postponements and adjournments thereof), or and in connection with any other circumstance upon which a vote or other approval action to be taken in respect of all or some any Adverse Proposal by written consent of the stockholders of the Company is soughtCompany, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder shall, and shall cause any holder of record of its Stockholder’s Subject Shares on which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term “Adverse Proposal” means (a) any applicable record date toTakeover Proposal, vote: (b) any proposal or action that is intended, or could reasonably be expected, to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) any of the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) in favor of adoption of the Merger Agreement and approval of any extraordinary corporate transaction, such as a merger, consolidation or other matter that is required to be approved by the stockholders of business combination involving the Company in order to effect the Mergeror any Company Subsidiary; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger)sale, consolidation, combination, sale lease or transfer of a material amount of assetsassets of the Company or any Company Subsidiary, or any reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the CompanyCompany Subsidiary; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.)

Agreement to Vote Subject Shares. During the Applicable PeriodPeriod (as defined below), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstance upon which a vote vote, consent or other approval of all or some of the stockholders of the Company is sought, such the Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, votevote or, if stockholders are requested to vote their shares through the execution of an action by written consent in lieu of such meeting of stockholders of the Company, execute a written consent or consents with respect to all of its Subject Shares: (i) in favor of adoption of the Stock Issuance (as defined in the Merger Agreement Agreement) and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; Merger and (ii) against (1) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Parent Acquisition Proposal with respect to the Company; Proposal, and (iii2) against any amendment of the Company’s certificate of incorporation or bylaws by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal proposal, action or transaction would reasonably be expected to, in any manner manner, delay, impede, frustrate, prevent or nullify the Share Issuance, the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such the Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such the Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such the Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this AgreementAgreement pursuant to Section 5 hereof.

Agreement to Vote Subject Shares. During the Applicable Period, at any meeting of the stockholders shareholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders shareholders of the Company is soughtsought in connection with the Company Merger, such Stockholder Shareholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: , in person or by proxy, all of the Subject Shares beneficially owned by such Shareholder on such date, which shall, when combined with any other shares of Class A Common Stock or Class B Common Stock with respect to which Juniper Capital Advisors, L.P. has sole or shared voting power (“Juniper Stock”), be no fewer than a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together as a single class, outstanding as of the applicable record date and sufficient to approve the Company Merger pursuant to the Merger Agreement (such minimum number of Subject Shares, the “Subject Shares Minimum”): (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders shareholders of the Company in order to effect the Company Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Company Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the CompanyCompany Competing Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner reasonably be expected to materially delay, impede, frustrate, prevent or nullify the Company Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder Shareholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its the Subject Shares Minimum (when combined with any other Juniper Stock) in such StockholderShareholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. During the Applicable Period, in the event that any meeting of the stockholders shareholders of the Company is heldheld for the purpose of acting on any matter specified above, such Stockholder Shareholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its the Subject Shares beneficially owned by such Shareholder on such date (which shall be no fewer than the Subject Shares Minimum when combined with any other Juniper Stock) to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder Shareholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares it continues to beneficially own not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement. Notwithstanding anything in this Agreement to the contrary and without limitation of Section 12, (i) the preceding paragraph of this Section 3(a) does not require any Shareholder to vote, or deliver a written consent in respect of, any of its Subject Shares in favor of any amendment, modification or waiver of any provision of the Merger Agreement that materially and adversely affects the interests of such Shareholder (whether in a manner that is applicable to holders of Class A Common Stock generally or otherwise), and (ii) no Shareholder is required to vote, or deliver any written consent in respect of, any of its Subject Shares, in any particular manner or at all, on any matter other than those expressly specified in the preceding paragraph of this Section 3(a), or to appear at, or cause any of its Subject Shares to be counted as present at, any meeting of the shareholders of the Company, or portion thereof, held for the purpose of acting on any such other matter.

Agreement to Vote Subject Shares. During the Applicable PeriodPeriod (as defined below), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstance upon which a vote vote, consent or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, votevote or, if stockholders are requested to vote their shares through the execution of an action by written consent in lieu of such meeting of stockholders of the Company, execute a written consent or consents with respect to all of its Subject Shares: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; Alternative Proposal, and (iii) against any amendment of the Company’s certificate of incorporation or bylaws by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this AgreementAgreement pursuant to Section 5 hereof.

Agreement to Vote Subject Shares. During The Stockholder irrevocably and unconditionally agrees that the Applicable PeriodStockholder shall be present or otherwise cause the Subject Shares to be counted as present for purposes of establishing a quorum at every annual or special meeting of the stockholders of the Company prior to the Closing of the Acquisition, however called, and at every adjournment or postponement thereof, and shall vote and cause to be voted the Subject Shares or execute a stockholder written consent in case of any meeting action or approval by written consent of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: each case: (ia) in favor of adoption the approval of the Merger Agreement Asset Purchase Agreement, the Acquisition and approval the other transactions contemplated thereby, and in favor of any other matter that is action required to be approved by in furtherance thereof; ** ** Text Omitted and Filed Separately with the stockholders of the Company in order to effect the Merger; Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (iib) against any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale or transfer of a material amount of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Acquisition and the dissolution after the Closing expressly contemplated by Section 7.16 of the Asset Purchase Agreement, any other Acquisition Proposal or any other action or agreement that would reasonably be expected to result in a breach of its Subsidiaries that is prohibited by the Merger Agreement (unlessany covenant, in each case, such transaction is approved in writing by Parent) representation or warranty or any Acquisition Proposal with respect other obligation of the Stockholder under this Agreement or of the Company under the Asset Purchase Agreement or any other agreement contemplated hereby or thereby, or that would reasonably be expected to result in any of the Companyconditions of the Purchaser’s obligations under the Asset Purchase Agreement not being fulfilled; and and (iiic) against any amendment to the Company Articles of Incorporation or the Company’s certificate of incorporation Company Bylaws or bylaws or other any proposal or transaction involving the Company or any of its SubsidiariesCompany, which amendment or other amendment, proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the MergerAsset Purchase Agreement, the Merger Agreement Acquisition or any of the transactions other transaction contemplated by the Merger Agreement thereby, or change in any manner the voting rights of any outstanding class or series of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this AgreementCapital Stock.

Agreement to Vote Subject Shares. During From the Applicable Perioddate hereof until this -------------------------------- Agreement is terminated pursuant to Section 6.2, at any meeting of the stockholders of the Company, however called, or Company called to consider and vote upon the adoption of the Merger Agreement (and at any postponement or adjournment and all postponements and adjournments thereof), or and in connection with any other circumstance upon which a vote or other approval of all or some action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company is soughtCompany, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder shall, and shall cause any holder of record of its Stockholder's Subject Shares on any applicable record date to, vote: (i) which it has the right to vote in favor of the adoption of the Merger Agreement and approval in favor of any other matter that is required to be approved by necessary or appropriate for the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companysuch written consent, as applicable. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that At any meeting of the stockholders of the Company is heldcalled to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), such and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder shall will vote or cause to be voted (or shall cause the holder of record on any applicable record date toincluding by written consent, if applicable) appear at such meeting or otherwise cause all of its such Stockholder's Subject Shares which it has the right to be counted as present thereat for vote against the adoption of such Adverse Proposal. For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement., the term "Adverse Proposal" means any (a) Acquisition Transaction, ---------------- (b) proposal or action that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii)

Agreement to Vote Subject Shares. From the date hereof through the earlier of: (a) the closing of the transactions contemplated by the Transaction Agreement; (b) the termination of the Transaction Agreement in accordance with its terms and (c) such time as the Company Board withholds, withdraws or modifies its recommendation with respect to the Company Voting Proposal, (the periods set forth in such clauses (a), (b) or (c), the “Pre-Closing Period”), at any meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Merger and the other transactions contemplated by the Transaction Agreement (and at any and all postponements and adjournments thereof), and in connection with any other action to be taken in respect of the adoption and approval of the Transaction Agreement by written consent of stockholders of Company, the Stockholders shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Merger and in favor of any other matter necessary for the consummation of the transactions contemplated by the Transaction Agreement (collectively, the “Transaction”), and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Applicable Pre-Closing Period, at any meeting of the stockholders of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a the Stockholders shall vote or other approval of cause to be voted (including by written consent, if applicable) all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the CompanyOther Proposal. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.this

Agreement to Vote Subject Shares. During Prior to the Applicable PeriodExpiration Date, at Stockholder, in its capacity as a stockholder of the Company, agrees as follows: (a) At any meeting (whether annual or special and whether or not adjourned or postponed) of the stockholders of the Company, however called, Stockholder shall appear at the meeting or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of otherwise cause the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on (and any applicable record date to, vote: capital stock Stockholder otherwise controls or has voting rights with respect thereto) to be counted as present at such meeting for purposes of establishing a quorum and vote (or cause to be voted) such shares (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders all of the Company in order to effect the Merger; Transactions, (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale or transfer of a material amount of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by other Takeover Proposal (other than the Merger Agreement (unless, in each case, such transaction is approved in writing by Parentand the Transactions) or any Acquisition Proposal with respect other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation of the Company or Stockholder under this Agreement, the Merger Agreement, or any other agreement contemplated hereby or thereby or which would reasonably be expected to result in any of the conditions of the Company; ’s or Stockholder’s under any such agreement not being fulfilled, and (iii) against any amendment of the Company’s certificate of incorporation Company Certificate or bylaws Company Bylaws, or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, delay, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement Transactions or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder ’s capital stock. (and/or its Controlling Entitiesb) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agreethat, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of until the termination of this Agreement, Stockholder will not, and will not permit any entity under Stockholder’s control to, (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to a Takeover Proposal, (ii) initiate a stockholders’ vote with respect to a Takeover Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to a Takeover Proposal. (c) Stockholder shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions. Stockholder shall not issue any press release or make any other public statement with respect to the Merger, the Merger Agreement or any other Transaction without the prior consent of Parent, except for public statements made in press releases issued by the Company to the extent permitted by the Merger Agreement or as may be required by applicable Law (including, without limitation, making filings required by Sections 13(d) and 16 of the Exchange Act). (d) Stockholder agrees to promptly notify Parent of the number of any Subject Shares acquired by Stockholder after the date hereof. (e) Stockholder shall not enter into any Contract with any Person the effect of which would be inconsistent with or violative of any of the provisions and agreements contained in Section 3(a), Section 3(b), Section 3(c), or Section 3(d).

Agreement to Vote Subject Shares. During (a) Until the Applicable PeriodExpiration Date, and except in the circumstance where an Adverse Recommendation Change shall have occurred and be continuing, at any every meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders shareholders of the Company is soughtcalled with respect to any of the following, such Stockholder and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of the Company with respect to any of the following, each Shareholder agrees that it shall, and or shall cause any its nominee holder of record of its Subject Shares on any applicable record date to, vote the Subject Shares that such Shareholder is eligible to vote: , and deliver a written consent in respect of such Shareholder’s Subject Shares, at any applicable general or special meeting of the shareholders of the Company: (i) in favor of (y) adoption of the Merger Agreement and approval of any other matter that is required to be approved the Merger, and (z) each of the actions contemplated by the stockholders Merger Agreement in respect of which approval of the Company in order to effect the MergerCompany’s shareholders is requested; and (ii) against (y) any merger agreement proposal or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect action submitted to the Company; ’s shareholders for their consideration and (iii) against vote that would constitute, or could reasonably be expected to result in, a breach of any amendment covenant, representation or warranty or any other obligation or agreement of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, under the Merger Agreement or of the Shareholder under this Agreement or otherwise reasonably would be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement Agreement, and (z) any Alternative Proposal or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder proposal relating to an Alternative Proposal; (and/or its Controlling Entitiesb) shall retain at all times the right If a Shareholder fails to vote all of his, her or its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this accordance with Section 3(a) that are at prior to five Business Days before a shareholder meeting or any time or from time to time presented for consideration to other vote taken of the Company’s stockholders generally(such event a “Proxy Trigger”), then such Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent (as applicable) with respect to the Subject Shares in accordance with Section 3(a) at such meeting or vote. During This springing proxy and power of attorney is given to secure the Applicable Periodperformance of the duties of such Shareholder under this Agreement. Such Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. The proxy and power of attorney granted by such Shareholder shall be irrevocable after the Proxy Trigger, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Shareholder with respect to the Subject Shares. Such springing proxy shall be executed and shall be irrevocable upon a Proxy Trigger in accordance with the provisions of Section 607.0722 of the FBCA. If a power of attorney is granted by such Shareholder herein, it will be a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholder. The springing proxy and power of attorney granted hereunder shall terminate upon the Expiration Date. Upon a Proxy Trigger, the vote of Parent (or its designee) as proxyholder shall control in any conflict between the vote by such proxyholder of such Shareholder’s Subject Shares and a purported vote by such Shareholder of such Subject Shares. (c) Prior to the Expiration Date, each Shareholder covenants not to enter into any understanding or agreement with any person to vote or give instructions with respect to such Shareholder’s Subject Shares in any manner inconsistent with this Section 3. (d) Until the Expiration Date, in the event that any meeting of the stockholders shareholders of the Company is heldheld with respect to any of the matters specified in Section 3(a)(i) or Section 3(a)(ii) above (and at every adjournment or postponement thereof), such Stockholder shall (each Shareholder covenants that it shall, or shall cause the holder of record of such Shareholder’s Subject Shares on any applicable each record date relevant to such a shareholder vote with respect to such specified matters to) , appear at such meeting or otherwise cause all of its such Shareholder’s Subject Shares that are eligible to be voted at such shareholder meeting to be counted as present thereat for purposes of establishing a quorum. During . (e) This Agreement is a “shareholders’ agreement” created under Section 607.0731 of the Applicable Period, such Stockholder further agrees not to commit or agreeFBCA, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of voting provisions in this Agreement may be specifically enforced by any party hereto pursuant to and including the date Section 607.0731 of the termination of this AgreementFBCA.

Agreement to Vote Subject Shares. During the Applicable Period, at any (a) At every meeting of the stockholders shareholders of the CompanyContango, however called, and at every adjournment or at postponement thereof (each, a “Meeting”), and on every action or approval by written consent of the shareholders of Contango, each Holder agrees, unconditionally and irrevocably, to the extent not voted by the Person(s) named (or otherwise appointed in the manner set forth in) in any postponement proxy statement or adjournment thereofinformation statement, as applicable, or in any other circumstance upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to, vote (or cause to be voted) appear at such meeting or otherwise cause all of its Subject Shares that are then beneficially owned by such Holder and entitled to vote or act by written consent: (i) in favor of the approval of the Amendment Proposal, and in favor of any other matters presented or proposed as to approval of the Amendment Proposal; (ii) in favor of the approval of the Conversion Proposal, and in favor of any other matters presented or proposed as to approval of the Conversion Proposal; (iii) in favor of the approval of any proposal to adjourn or postpone the Meeting to a later date, if there are not sufficient votes for the approval of the Proposals on the date on which such Meeting is held; and (iv) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Proposals. Each Holder agrees, unconditionally and irrevocably, to deliver or cause to be counted as present thereat for purposes delivered such written consent within two Business Days of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement (unless another time shall be agreed to by Contango and such Holder). (b) Any vote required to be cast pursuant to this Section 3 shall be cast by each Holder or at the direction of such Holder, as applicable, in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining whether a quorum is present. (c) Except as provided herein, each Holder shall not (i) enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the date terms of this Section 3, (ii) grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to the termination Subject Shares inconsistent with the terms of this Section 3 or (iii) take any action that would make any representation or warranty of such Holder contained herein untrue or incorrect or have the effect of preventing or disabling such Holder from performing any of its obligations under this Agreement. (d) The obligations of each Holder specified in Section 3(a) shall apply whether or not any action described above is recommended by the Board (or any committee thereof), for so long as this Agreement is in effect.

Agreement to Vote Subject Shares. During From the Applicable Perioddate hereof until this Agreement is terminated pursuant to Section 5.2 hereof, at any meeting of the stockholders of the Company, however called, or Company called to consider and vote upon the adoption of the Merger Agreement (and at any postponement or adjournment and all postponements and adjournments thereof) (the "INTERSTATE STOCKHOLDERS MEETING"), or and in connection with any other circumstance upon which a vote or other approval action to be taken in respect of all or some the adoption of the Merger Agreement by written consent of the stockholders of the Company is soughtCompany, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder shall, and shall cause any holder of record of its Stockholder's Subject Shares on any applicable record date to, vote: (i) which it has the right to vote in favor of the adoption of the Merger Agreement and approval in favor of the Interstate Proposals and any other matter that is required to be approved by necessary or appropriate for the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any consummation of the transactions relating to the Merger contemplated by the Merger Agreement that is considered and voted upon at any such meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companysuch written consent, as applicable. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that At any meeting of the stockholders of the Company is heldcalled to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), such and in connection with any action to be taken in respect of any Adverse Proposal by written consent of the stockholders of the Company, each Stockholder shall will vote or cause to be voted (or shall cause the holder of record on any applicable record date toincluding by written consent, if applicable) appear at such meeting or otherwise cause all of its such Stockholder's Subject Shares which it has the right to be counted as present thereat for vote against the adoption of such Adverse Proposal. For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement., the term "ADVERSE PROPOSAL" means any (a) Interstate Acquisition Proposal that is not a Interstate Superior Proposal, (b) proposal or action that could reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in the Merger Agreement, or (c) the following actions (other than the Merger, the other transactions contemplated by the Merger Agreement and any other action the approval of which has been recommended by the board of directors of the Company): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Interstate Subsidiary; (ii) a sale, lease or transfer of a material amount of assets of the Company or any Interstate Subsidiary, or a reorganization, recapitalization, dissolution or liquidation of the Company or any Interstate Subsidiary; (iii)

Agreement to Vote Subject Shares. During the Applicable PeriodPeriod (as defined below), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstance upon which a vote vote, consent or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, votevote or, if stockholders are requested to vote their shares through the execution of an action by written consent in lieu of such meeting of stockholders of the Company, execute a written consent or consents with respect to all of its Subject Shares: (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; Alternative Proposal, and (iii) against any amendment of the Company’s certificate of incorporation or bylaws by-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.

Agreement to Vote Subject Shares. During From the Applicable date of this Agreement until this Agreement is terminated pursuant to Section 5.2 (such period, the "Voting Period"), at any meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance to consider and vote upon which a vote or other approval of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on any applicable record date to, vote: (i) in favor of adoption of the Merger Agreement and approval of at any other matter that is required and all postponements and adjournments thereof, and in connection with any action to be approved taken in respect of the adoption of the Merger Agreement by the written consent of stockholders of the Company Company, Stockholder will vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares which Stockholder has the right to vote in order to effect favor of the Merger; (ii) against any merger agreement or merger (other than Merger and the approval of the terms of the Merger Agreement and the Merger), consolidation, combination, sale or transfer in favor of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof that are considered and voted upon at any such meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companysuch written consent, as applicable. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that At any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record called to consider and vote on any applicable record date toAdverse Proposal (as defined in this Section 2.1) appear and at such meeting any and all postponements and adjournments thereof, and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, Stockholder will vote or otherwise cause to be voted (including by written consent, if applicable) all of its the Subject Shares which he has the right to be counted as present thereat for vote against the adoption of such Adverse Proposal. For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement., the term "Adverse Proposal" means any (a) Acquisition Proposal, (b) transaction, agreement or action that would reasonably be expected to result in a breach in any material respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement or of Stockholder under this Agreement, or (c) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) a sale, lease or other transfer of a material amount of assets of the Company and its subsidiary taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiary; (iii)

Agreement to Vote Subject Shares. During the Applicable Period, Each Selling Stockholder has agreed that at any meeting of the stockholders of Beringer called to consider and vote upon the Company, however called, or adoption of the Merger Agreement (and at any postponement or adjournment thereofand all postponements and adjournments), or and in connection with any other circumstance upon which a action to be taken in respect of the adoption of the Merger Agreement by written consent of Xxxxxxxx'x stockholders, such Selling Stockholder will vote or other approval of cause to be voted (including by written consent, if applicable) all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Selling Stockholder's Subject Shares on any applicable record date to, vote: (i) which it has the right to vote in favor of the adoption of the Merger Agreement and approval in favor of any other matter that is required to be approved by necessary or appropriate for the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companywritten consent, as applicable. During the Applicable Period, such Each Selling Stockholder (and/or its Controlling Entities) shall retain has further agreed that at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders, each Selling Stockholder will vote or cause to be voted (including by written consent, if applicable) all of the Company is heldSelling Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of the Tender Agreement, the term "Adverse Proposal" means: - any Acquisition Transaction; - any proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of Beringer set forth in the Merger Agreement; or - any of the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): - any extraordinary corporate transaction, such Stockholder shall (as a merger, consolidation or shall cause the holder other business combination involving Beringer or its subsidiaries; - a sale, lease or transfer of record on any applicable record date to) appear at such meeting a material amount of assets of Beringer or otherwise cause all one of its Subject Shares to be counted as present thereat for purposes subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit Beringer or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement.subsidiaries;

Agreement to Vote Subject Shares. During Prior to the Applicable PeriodExpiration Date, at Stockholder, in its capacity as a stockholder of the Company, agrees as follows: (a) At any meeting (whether annual or special and whether or not adjourned or postponed) of the stockholders of the Company, however called, Stockholder shall appear at the meeting or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of otherwise cause the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Subject Shares on (and any applicable record date to, vote: capital stock Stockholder otherwise controls or has voting rights with respect thereto) to be counted as present at such meeting for purposes of establishing a quorum and vote (or cause to be voted) such shares (i) in favor of adoption of the Merger Agreement and approval of any other matter that is required to be approved by all the stockholders of the Company in order to effect the Merger; Transactions, (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale or transfer of a material amount of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by other Acquisition Proposal (other than the Merger Agreement (unlessand the Transactions or, from the date hereof until the time of the Stockholder’s Meeting to approve the Merger and the Transactions, a Superior Proposal subject to and in each case, such transaction is approved in writing by Parentaccordance with Section 5.09 of the Merger Agreement) or any Acquisition Proposal with respect other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation of the Company or Stockholder under this Agreement, the Merger Agreement, or any other agreement contemplated hereby or thereby or which would reasonably be expected to result in any of the conditions of the Company; ’s or Stockholder’s under any such agreement not being fulfilled, and (iii) against any amendment of the Company’s certificate of incorporation or bylaws governing documents, or other proposal or transaction involving the Company or any of its Subsidiariessubsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, delay, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder Transactions. (and/or its Controlling Entitiesb) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agreethat, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of until the termination of this Agreement, Stockholder will not, and will not permit any entity under Stockholder’s control to, (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (ii) initiate a stockholders’ vote with respect to an Opposing Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action or proposal described in clause (ii) of Section 3(a) above.

Agreement to Vote Subject Shares. During the Applicable Period, at any (a) At every meeting of the stockholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a vote or other approval of all or some of the stockholders shareholders of the Company is sought, such Stockholder shallhowever called (whether annual or special), and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Company, the Shareholder (solely in the Shareholder’s capacity as such) shall cause any holder vote or deliver a written consent with respect to all of record of its the Subject Shares on to the fullest extent such Subject Shares are entitled to be voted (regardless of any applicable record date to, vote: Adverse Recommendation Change): (i) in favor of adoption the approval of the Merger Agreement and and, without limitation of the preceding language, the approval of any other matter that is required proposal to be approved by adjourn or postpone any meeting of the stockholders shareholders of the Company to a later date if there are not sufficient votes for approval of the Merger Agreement on the date on which such meeting is held to the extent Company shareholder approval is required for such adjournment or postponement and such adjournment or postponement is in order to effect accordance with Section 5.4(e) of the Merger; Merger Agreement; (ii) against approval of any merger agreement proposal made in opposition to, or merger (other than in competition with, the consummation of the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited other transactions contemplated by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the CompanyAgreement; and and (iii) against any amendment of the Company’s certificate following actions: (A) any Acquisition Transaction; and (B) any other action or agreement (except any proposal to adjourn or postpone any meeting of incorporation or bylaws or other proposal or transaction involving the shareholders of the Company contemplated in clause (i) above) that is intended to or would reasonably be expected to impede, prevent, delay or adversely affect the Merger or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder Agreement. (and/or its Controlling Entitiesb) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that At any meeting of the stockholders shareholders of the Company is heldcalled, such Stockholder shall (and at every adjournment or postponement thereof, the Shareholder shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares Shares, to the extent applicable, to be counted as present thereat for purposes of establishing a quorum. During . (c) The Shareholder shall not enter into any agreement or understanding with any Person to vote or give voting instructions in any manner in violation of the Applicable Period, such Stockholder terms of this Section 3 and further hereby agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, agree to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date in violation of this Agreement to and including the date of the termination of this AgreementSection 3.

Agreement to Vote Subject Shares. During From the Applicable Perioddate hereof until this Agreement is terminated pursuant to Section 5.2, at any meeting of the stockholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of stockholders of the Company, however calledeach Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder’s Subject Shares which it has the right to vote in favor of the adoption of the Merger Agreement and in favor of any other matter necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any postponement such meeting or adjournment thereofmade the subject of any such written consent, or in as applicable. At any other circumstance upon which a vote or other approval of all or some meeting of the stockholders of the Company is sought, such Stockholder shallcalled to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and shall in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause any holder to be voted (including by written consent, if applicable) all of record of its such Stockholder’s Subject Shares on which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term “Adverse Proposal” means (a) any applicable record date toCompany Takeover Proposal, vote: (b) any proposal or action that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty of the Company set forth in this Agreement or the Merger Agreement, or (c) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) in favor of adoption of the Merger Agreement and approval of any extraordinary corporate transaction, such as a merger, consolidation or other matter that is required to be approved by the stockholders of business combination involving the Company in order to effect or the MergerCompany Subsidiary; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger)a sale, consolidationlease, combination, sale disposition or transfer of a material amount of assetsassets of the Company or the Company Subsidiary, or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the CompanyCompany Subsidiary; and (iii) against (1) any change in a majority of the persons who constitute the Company Board as of the date hereof; (2) any change in the present capitalization of the Company or any amendment of the Company’s certificate of incorporation or bylaws bylaws, as amended to date; (3) any other material change in the Company’s corporate structure or business; or (4) any other proposal action that is intended, or transaction involving the Company or any of its Subsidiariescould reasonably be expected, which amendment or other proposal or transaction would in any manner to impede, interfere with, delay, impedepostpone, frustrate, prevent or nullify adversely affect the Merger, Offer or the Merger and the other transactions contemplated by this Agreement and the Merger Agreement or any of increase the likelihood that such transactions contemplated by the Merger Agreement or change in any manner the voting rights of any outstanding class of capital stock of the Company. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that any meeting of the stockholders of the Company is held, such Stockholder shall (or shall cause the holder of record on any applicable record date to) appear at such meeting or otherwise cause all of its Subject Shares to will not be counted as present thereat for purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreementconsummated.

Agreement to Vote Subject Shares. During the Applicable Period, at At any meeting of the stockholders shareholders of the Company called to consider and vote upon the adoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement by written consent of shareholders of the Company, however called, or at any postponement or adjournment thereof, or in any other circumstance upon which a each Shareholder will vote or other approval cause to be voted (including by written consent, if applicable) all of all or some of the stockholders of the Company is sought, such Stockholder shall, and shall cause any holder of record of its Shareholder's Subject Shares on any applicable record date to, vote: (i) in favor of the adoption of the Merger Agreement and approval in favor of any other matter that is required to be approved by necessary or appropriate for the stockholders of the Company in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries that is prohibited by the Merger Agreement (unless, in each case, such transaction is approved in writing by Parent) or any Acquisition Proposal with respect to the Company; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon at any such meeting or change in any manner made the voting rights subject of any outstanding class of capital stock of the Companysuch written consent, as applicable. During the Applicable Period, such Stockholder (and/or its Controlling Entities) shall retain at all times the right to vote all of its Subject Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. During the Applicable Period, in the event that At any meeting of the stockholders shareholders of the Company is heldcalled to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), such Stockholder shall and in connection with any action to be taken in respect of any Adverse Proposal by written consent of shareholders of the Company, each Shareholder will vote or cause to be voted (or shall cause the holder of record on any applicable record date toincluding by written consent, if applicable) appear at such meeting or otherwise cause all of its such Shareholder's Subject Shares to be counted as present thereat for against the adoption of such Adverse Proposal. For purposes of establishing a quorum. During the Applicable Period, such Stockholder further agrees not to commit or agree, and to cause any record holder of its Subject Shares not to commit or agree, to take any action inconsistent with the foregoing during the Applicable Period. “Applicable Period” means the period from and including the date of this Agreement to and including the date of the termination of this Agreement., the term "Adverse Proposal" means any (x) Acquisition Transaction, (y) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of the Company set forth in the Merger Agreement, or (z) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or one of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iii)