Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder (a) The Stockholder hereby irrevocably and unconditionally agrees that from during the term of this Agreement, at the Company Stockholder Meeting and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any other meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company’s Shareholders, however called, including any adjournment or postponement thereof, such Stockholder shall, in connection with any written each case to the fullest extent that the Covered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of the Company’s Shareholders calculating a quorum; and (a “Shareholder Meeting”), Shareholder will vote, ii) vote (or cause to be voted (including voted), in person or by written consent, if applicable)proxy, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Covered Shares (IA) in favor of (1) the adoption and approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any Merger and other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, Agreement and (III2) against any proposal made in opposition to, to adjourn or in competition postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not a quorum or inconsistent with, sufficient votes for approval of such matters on the Merger or date on which the Merger Agreement, including meeting is held to vote upon any of the approval thereof or the consummation thereof, foregoing matters; (IVB) against any action or agreement that would reasonably be expected to result in a breach of any condition covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, if requested by Parent in writing at least four (4) business days prior to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, applicable vote; and (VC) against any Acquisition Proposal and against any other action action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone postpone, adversely affect or attempt prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including (I) any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or a Subsidiary of the Company; (II) a sale, lease or transfer of a material amount of assets of the Company or a Subsidiary of the Company or any reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or a Subsidiary of the Company; or (III) any change in the present capitalization of the Company or any amendment or other change to discourage the Company’s certificate of incorporation or bylaws. (b) The Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of Delaware Law) in connection with the Merger and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreementhereby or thereby, including any claim (1) challenging the Mergervalidity of, or result in seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the covenants, representations, warranties or other obligations or agreements Board of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure Directors of the Company in each case except for connection with this Agreement, the Merger AgreementAgreement or the transactions contemplated hereby or thereby.

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder the Stockholders hereby irrevocably and unconditionally agrees agree that, during the time this Agreement is in effect, at every annual or special meeting of the stockholders of the Company held with respect to the matters specified in Section 1.1(b), however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company with respect to the matters specified in Section 1.1(b), the Stockholders shall, in each case to the fullest extent that from the Subject Shares are entitled to vote thereon: (a) cause the Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and after vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, the date hereof and until the earliest to occur Subject Shares: (i) in favor of (xA) the Effective Time, (y) the termination adoption of the Merger Agreement in accordance with its terms and approval of the Merger and the other transactions contemplated by the Merger Agreement and (zB) each of the actions contemplated by the Merger Agreement in respect of which approval of the Company’s stockholders is requested, including any reduction proposal to adjourn or postpone any meeting of the Company’s stockholders held with respect to the matters specified in Section 1.1(b) (which is not opposed by Parent) to a later date if there are not sufficient votes to adopt the amount, or Merger Agreement on the date on which such meeting is held; (ii) against (A) any change in the formCompany Board, of the consideration to be paid to the shareholders pursuant (B) any Acquisition Proposal or any other proposal made in opposition to the Merger Agreement without the written consent of the Shareholder ( such earlier timeAgreement, the “Expiration Time”), (i) at any meeting (whether annual Merger or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including and (C) any other proposal or action that would constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, Company under the Merger Agreement or of the Merger Agreement, including the approval thereof Stockholders under this Agreement or the consummation thereof, (IV) against any action that that is intended or agreement that would could reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VIprevent, VII or VIII of the Merger Agreement not being fulfilledfrustrate, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone materially delay or attempt adversely affect the Merger or other transactions contemplated by the Merger Agreement; and (iii) in favor of any other matter submitted to discourage the Company’s stockholders necessary to the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result . (c) The Stockholders agree that the obligations specified in a breach this Section 1.1 shall not be affected by any Change of any of Recommendation except to the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by extent the Merger Agreement prior is terminated as a result thereof. (d) Other than as disclosed on Schedule 2.5, during the time this Agreement is in effect, the Stockholders shall retain at all times the right to vote the Subject Shares in the Stockholders’ sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.1 that are at any time or from time to time presented for consideration to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use ShareholderCompany’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementstockholders generally.

Agreement to Vote. Subject to Stockholder hereby agrees that, during the terms and conditions hereofterm this Agreement, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of Company’s Shareholders, however called, or and in connection with any written action by consent of the stockholders of Company’s Shareholders (a “Shareholder Meeting”), Shareholder will votehowever taken, or Stockholder shall cause the Shares to be present for quorum purposes and to vote at such meeting and shall cause the Shares to be voted (including by written in any such consent, if applicable)and in either case, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities shall: (Ia) vote the Shares in favor of the approval adoption of the Merger Agreement Agreement; (whether or not recommended by b) vote the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) Shares against any action or agreement that would would, or could reasonably be expected to to, result in a breach of any condition to the consummation covenant, representation or warranty or any other obligation or agreement of the Merger set forth in Articles VI, VII or VIII of Company under the Merger Agreement not being fulfilled, and or that would result in a failure to satisfy any condition on the part of the Company or its stockholders to be satisfied under the Merger Agreement; (Vc) vote the Shares against any other action or agreement that would would, or could reasonably be expected to to, impede, interfere with, delay, postpone or attempt to discourage the consummation Merger, including, but not limited to, (i) any extraordinary corporate transaction (other than the Merger), such as a merger, other business combination, recapitalization, reorganization or liquidation, involving Company (a "BUSINESS COMBINATION TRANSACTION"), (ii) a sale or transfer of a material amount of assets of Company or any of its Subsidiaries (as defined in the Merger Agreement), (iii) any change in the management or board of directors of Company, except as otherwise agreed to in writing by Parent, (iv) any material change in the present capitalization of the transactions contemplated Company or (v) any other material change in the corporate structure or business of Company; and (d) without limiting the foregoing, consult with Parent prior to any such meeting or consent and, in either case, vote such Shares in such manner as is determined by Parent to be in compliance with the provisions of this Section 1. Stockholder acknowledges receipt and review of a copy of the Merger Agreement. In furtherance of this Section 1, Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote the Shares at any meeting of the stockholders of the Company called with respect to any of the matters specified in this Agreement. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 is given in connection with the execution of the Merger Agreement, including and that such irrevocable proxy is given to secure the Merger, or result in a breach of any performance of the covenantsduties of Stockholder under this Agreement. Except as otherwise provided for herein, representationsStockholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, ratifies and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities confirms all that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, proxies appointed hereunder may lawfully do or cause to be voted done by virtue hereof and (including by written consentiii) all affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against Delaware General Corporation Law (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change as defined in the capital structure of the Company in each case except for the Merger Agreement). Notwithstanding any other provision of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 4.

Agreement to Vote. Subject to the terms and conditions hereof, Each Shareholder irrevocably and unconditionally hereby agrees that from and after the date hereof and until the earliest to occur earlier of (xa) the Effective Time, Time and (yb) the any date of termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, special and at each adjourned or postponed meeting) of the Company’s Shareholdersshareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”)shareholders, each Shareholder will vote, (i) appear at such meeting or otherwise cause its Owned Shares (as defined below) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by written consent, if applicable), ) all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor Shares beneficially owned by such Shareholder as of the relevant time (the “Owned Shares”), (A) for approval and adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIB) against any Alternative Proposal, without regard to the terms of such Alternative Proposal, or any other proposal made in opposition to, to adoption of the Merger Agreement or in competition or inconsistent with, with the Merger or and the other transactions contemplated by the Merger Agreement, including the approval thereof or the consummation thereof, (IVC) against any agreement, amendment of any agreement (including the Company’s certificate of incorporation or by-laws), or any other action that is intended or agreement that would reasonably be expected to result prevent, impede, or, in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impedematerial respect, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including other than those specifically contemplated by this Agreement, the MergerMerger Agreement or the other agreements contemplated thereby and (D) against any action, agreement, transaction or proposal that would result in a breach of any of the covenantsrepresentation, representationswarranty, warranties covenant, agreement or other obligations or agreements obligation of the Company under in the Merger Agreement, which would materially and adversely affect the Company EGI-TRB Purchase Agreement or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger ESOP Purchase Agreement.

Agreement to Vote. Subject to Each of the terms Shareholder and conditions hereofthe Company agrees that, Shareholder irrevocably and unconditionally agrees that except as otherwise set forth herein, during the period from and after the date hereof and until this Agreement terminates pursuant to Section 7.1, at the earliest to occur of (x) the Effective Time, (y) the termination Stockholders’ Meeting or any other meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amountstockholders of SMF, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or specialhowever called, and at each adjourned every adjournment or postponed meeting) of the Company’s Shareholders, however calledpostponement thereof, or in connection with any written consent of the Company’s Shareholders stockholders of SMF, relating to any proposed action by the stockholders of SMF with respect to the matters set forth in this Section 5.1, the Shareholder and the Company each irrevocably agrees to vote (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicablevoted), in person or by proxy, all the SMF Shares, and any other voting securities of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities SMF (whenever acquired), that are not Owned Securities owned beneficially or of record by the Shareholder or the Company or as to which they have, directly or indirectly, the right to vote or direct the voting, (Ii) in favor of the adoption and approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Mergerand any actions in furtherance thereof requiring a vote of SMF’s stockholders, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIii) against any proposal made in opposition toaction, or in competition or inconsistent withproposal, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action transaction or agreement that would result in a breach of any representation, warranty, covenant or agreement of SMF contained in the Merger Agreement or that is reasonably be expected likely to result in any condition of the conditions to the consummation of the Merger set forth in Articles VI, VII or VIII of Purchaser’s obligations under the Merger Agreement not being fulfilled, (iii) except as otherwise agreed to in writing in advance by the Purchaser, against (A) any Competing Proposal, (B) any reorganization, recapitalization, dissolution or liquidation of SMF, (C) any change to the present capitalization of SMF, any amendment to SMF’s certificate of incorporation or by-laws other than in connection with the transactions contemplated by the Merger Agreement or any other material change to SMF’s corporate structure or business and (VD) against any other action or proposal that is intended, or would reasonably be expected expected, to prevent, impede, interfere with, delay, postpone or attempt to discourage adversely affect the transactions contemplated by the Merger Agreement and (iv) in favor of any matter reasonably necessary for consummation of the transactions contemplated by the Merger Agreement and this Agreement, including including, without limitation, with respect to the Merger, or result in a breach of any accuracy of the covenantsrepresentations and warranties provided for in Article II herewith, representationsand in connection therewith, warranties to execute any documents that are reasonably necessary or other obligations or agreements appropriate in order to effectuate the foregoing, including granting to the Purchaser the ability of the Company under Purchaser or its nominees to vote the Merger Agreement, which would materially SMF Shares directly. Any such vote will be cast or consent will be given in accordance with the procedures applicable thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and adversely affect for purposes of recording the results of such vote or consent. The obligations of the Shareholder and the Company set forth in this Section 5.1 shall apply whether or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will not (x) appear at such meeting the Board of Directors of SMF has effected a Change of Recommendation or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) voteSMF breaches any of its representations, warranties, covenants or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change agreements set forth in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (xi) the Effective Time, ; (yii) the termination of the Merger Agreement in accordance with its terms terms, and (ziii) any reduction in the amount, or any change in the form, written agreement of the consideration Purchaser Parties to be paid to the shareholders pursuant to the Merger terminate this Agreement without the written consent of the Shareholder ( (such earlier time, earliest occurrence being the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the Company’s Shareholders or approval is sought (any such meeting or other circumstance, a “Shareholder Stockholder’s Meeting”), Shareholder each Stockholder will (y) appear at such a meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company for written consent, if any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, (z) vote, or cause to be voted (including by written consent, if applicable)voted, all of such ShareholderStockholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Shares Beneficially Owned Securities that are not by such Stockholder as of the relevant time (“Owned Securities Shares”) (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Company’s Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (IIB) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIC) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval adoption thereof or the consummation thereof, (IVE) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement) and (F) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII Article VI of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally Each Principal Stockholder agrees that from and after the date hereof and until the earliest to occur of it shall, at least one (x1) Business Day following the Effective TimeDate, but no later than three (y3) Business Days following the termination of the Merger Agreement in accordance with its terms Effective Date, execute and (z) any reduction in the amount, or any change in the form, of the consideration deliver a duly executed counterpart to be paid to the shareholders pursuant to the Merger Agreement without the written consent in the form attached hereto as Exhibit A (the “Affirmative Vote”) in respect of all Principal Shares held by such Principal Stockholder in favor of the Shareholder ( such earlier time, the “Expiration Time”), adoption and approval of (i) the Second Amended and Restated Certificate of Incorporation of the Company in substantially the form attached hereto as Exhibit B; (ii) the Second Amended and Restated Bylaws of the Company in substantially the form attached hereto as Exhibit C; (iii) the Amended and Restated Certificate of Incorporation of Linn in substantially the form attached hereto as Exhibit D; and (iv) any other actions contemplated by this Agreement and any actions required in furtherance thereof and hereof. Each Principal Stockholder further agrees that it shall, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the stockholders of the Company’s Shareholders, however called, or in connection with any written consent of the stockholders of the Company’s Shareholders , vote or consent (a “Shareholder Meeting”), Shareholder will vote, or cause caused to be voted (including by written consent, if applicableor consented), in person or by proxy, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Principal Shares (Ix) in favor of the against approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation such amendment and restatement of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledOriginal Charter Documents, and (Vy) against any other proposal, action that or transaction involving the Company, Linn or any of the Company’s other subsidiaries, which proposal, action or transaction would reasonably be expected to impede, interfere withfrustrate, delay, postpone prevent or attempt to discourage materially delay the consummation amendment and restatement of the Original Charter Documents or the other transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger this Agreement.

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that from and after that, during the date hereof and until the earliest to occur of (x) the Effective Timetime this Agreement is in effect, (y) the termination at any annual or special meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, stockholders of the consideration Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be paid to the shareholders pursuant to the Merger Agreement without the taken by written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Shareholders, however called, Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in connection with any written consent of the Company’s Shareholders person or by proxy) and vote (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted), or deliver (including by or cause to be delivered) a written consent, if applicable)consent with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities its Subject Shares (Ii) against any Company Takeover Proposal (other than the Merger), (ii) against any change in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors membership of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter Board that is required by applicable Law not recommended or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledBoard, and (Viii) against any other action proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone postpone, adversely affect or attempt to discourage prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or result in transfer of a breach material amount of any assets (including, for the avoidance of the covenantsdoubt, representations, warranties or other obligations or agreements intellectual property rights) of the Company under or any reorganization, recapitalization or liquidation of the Merger Agreement, which would materially and adversely affect Company; or (z) any change in the present capitalization of the Company or Parent any amendment or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or other change in the capital structure of Company’s organizational documents. Each Stockholder shall retain at all times the Company right to vote such Stockholder’s Subject Shares in each case except such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Merger AgreementCompany’s stockholders generally.

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that from and after it shall, during the date hereof and until the earliest to occur of (x) the Effective Timetime this Agreement is in effect, (y) the termination at any annual or special meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, stockholders of the consideration Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be paid to the shareholders pursuant to the Merger Agreement without the taken by written consent of the Shareholder ( stockholders of the Company, such earlier timeStockholder shall, in each case, to the “Expiration Time”), fullest extent that such Stockholder’s Shares are entitled to vote thereon: (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or if no Adverse Recommendation Change in connection with any written consent of the Company’s Shareholders an Intervening Event has occurred and is continuing, such Stockholder shall be present (a “Shareholder Meeting”), Shareholder will in person or by proxy) and vote, or cause exercise its right to be voted (including by written consent, if applicable)consent with respect to, all of Shares held by such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Stockholder (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated therebyMerger and (B) notwithstanding Section 4.4, including the Merger, (II) in favor of the approval of against any Takeover Proposal and any other matter that is required by applicable Law proposal or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, delay or postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including or change in any manner the Merger, or result in a breach voting rights of any class of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date Shares; and (ii) at any Shareholder Meetingif an Adverse Recommendation Change has occurred and is continuing in connection with an Intervening Event, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to Stockholder shall be present thereat for purposes of calculating a quorum, (in person or by proxy) and respond to each request by the Company for written consent, if any and (y) vote, or cause exercise its right to be voted (including by written consent) all of consent with respect to, at least the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against Minimum Shares (A) any Acquisition Proposal in favor of the adoption of the Merger Agreement and the approval of the Merger and (B) notwithstanding Section 4.4, against any extraordinary dividend by Takeover Proposal and any other proposal or action that would reasonably be expected to impede, interfere with, delay or postpone the Company Merger or change in any manner the capital structure voting rights of any class of Shares. Until such Shares are accepted for purchase in the Company Offer, each Stockholder shall retain at all times the right to vote the Shares in each case except such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Merger AgreementCompany’s stockholders generally.

Agreement to Vote. Subject Prior to the terms and conditions hereofExpiration Date, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at every meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, shareholders of the consideration Company called with respect to be paid to any of the shareholders pursuant to the Merger Agreement without the following, and at every adjournment thereof, and on every action or approval by written consent of the Shareholder ( such earlier timeshareholders of the Company with respect to any of the following, the “Expiration Time”), Shareholder agrees to vote (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted) the Owned Shares: (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (Ii) in favor of the approval of the Merger, the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including thereby and any matter that could reasonably be expected to facilitate the Merger, ; (IIii) in favor of the approval of any other matter that is required alternative structure as may be agreed upon by applicable Law or a Governmental Entity to be approved by the Shareholders of German American and the Company to facilitate the transactions contemplated by the Merger Agreement, including effect the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement ; provided that would reasonably be expected to result in any condition such alternative structure is on terms no less favorable to the consummation Shareholder from an economic point of view (including tax considerations) than the terms of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled(including, without limitation, with respect to the consideration to be received by the Shareholder); and (Viii) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of any proposal looking toward the acquisition of control of the Company by any party not affiliated with German American, or any action, proposal, agreement or transaction (other than the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, or thereby) that in any such case would result in a breach of any of the covenantscovenant, representations, warranties representation or warranty or any other obligations obligation or agreements agreement of the Company under the Merger Agreement. Notwithstanding the foregoing, which would materially and adversely affect the Company or Parent or their respective abilities Shareholder shall have no obligation to consummate vote in favor of the Merger, the Merger Agreement, the transactions contemplated by thereby, or any matter expected to facilitate the Merger, if the Merger Agreement prior has been amended or supplemented or any provision of the Merger Agreement is waived in a manner that is adverse to the Termination Date and Shareholder (ii) at any Shareholder Meetingincluding, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securitieswithout limitation, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securitiesa reduction in the merger consideration, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure type of merger consideration, or a change in the relative proportions of the Company in each case except for the Merger Agreementtypes of merger consideration).

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder irrevocably and unconditionally agrees that from and after (a) From the date hereof and of this Agreement until the earliest to occur of (x) the Effective TimeTermination Date, (y) the termination at every meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, stockholders of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), Company (iand at every adjournment or postponement thereof) at which any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause matter listed below is to be voted (including by written consenton, if applicable)each Stockholder shall vote, and shall cause or direct to be voted, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities its Covered Shares: (Ii) in favor of the approval adoption of the Merger Agreement (whether or not recommended by Agreement, the Board of Directors of the Company or any committee thereof) Merger and the approval each of the transactions contemplated thereby, including by the Merger, Merger Agreement in respect of which a holder of the Covered Shares is entitled to vote; (IIii) in favor of the approval of any other matter that proposal to adjourn the meeting to a later date, if there are not sufficient affirmative votes (in person or by proxy) to obtain the Stockholder Approval on the date on which such meeting is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, held; (IIIiii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IVA) against any action or agreement that would reasonably be expected to result in any condition to a breach by the consummation Company of the Merger Agreement or result in any condition set forth in Articles VI, Article VII or VIII of the Merger Agreement not being fulfilledsatisfied on a timely basis, and (VB) against any Takeover Proposal or approval of any other action proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably be expected to impedeprevent, interfere withdelay or impede the consummation of, delaythe Merger Agreement, postpone the Merger or attempt to discourage any other transactions contemplated thereby; and (iv) in favor of any other matter or action necessary or advisable for or in furtherance of the consummation of the transactions contemplated by the Merger AgreementAgreement and which the Company Board has recommended that the Company’s Stockholders vote in favor of. (b) From the date of this Agreement until the Termination Date, including if requested by Parent, each Stockholder shall execute and deliver to Parent a written consent with respect to the MergerCovered Shares approving any matter referenced in sub-clause (i), (ii), or result (iv) of Section 3(a) and against the approval of any matter referenced in sub-clause (iii) of Section 3(a). Unless requested by Parent to execute and deliver a breach written consent in accordance with the first sentence of this Section 3(b), each Stockholder agrees not to execute or deliver a written consent relating to any of the covenantsmatters referenced in sub-clause (i), representations(ii), warranties (iii) or other obligations (iv) of Section 3(a). (c) From the date of this Agreement until the Termination Date, (i) each Stockholder shall appear, in person or agreements by proxy, at each meeting of the stockholders of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent adjournment or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and postponement thereof (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, Covered Shares to be counted as present thereat thereat) for purposes of calculating a quorumquorum and to vote on any matter contemplated by this Agreement and (ii) each Stockholder shall vote all of its Covered Shares in accordance with this Section 3. Each Stockholder may vote in its sole discretion on all issues other than those specified in Section 3(a). (d) Nothing in this Agreement, and respond to each request by including this Section 3, shall limit or restrict any Stockholder or any Affiliate or designee of any Stockholder who serves as a member of the Company for written consent, if any and (y) vote, Board in acting in his or cause to be voted (including by written consent) all her capacity as a director or officer of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change from exercising his or her fiduciary duties or other legal obligations or responsibilities, it being understood that this Agreement applies to each Stockholder solely in the capital structure its capacity as a stockholder of the Company and does not apply to any such Affiliate or designee’s actions, judgments or decisions as a director of the Company. Parent shall not, and shall cause its affiliates not to, assert any claim that any action taken by a Stockholder in each case except for its capacity as a member of the Merger Company Board violates this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, if at any time following the date hereof and prior to the Termination Date, a Governmental Entity enters an order restraining, enjoining or otherwise prohibiting the Stockholder from taking any action pursuant to Section 3 of this Agreement, then the obligations of the Stockholder set forth in Section 3 of this Agreement shall be of no force and effect for so long as such order is in effect solely to the extent such order restrains, enjoins or otherwise prohibits the Stockholder from taking any such action. (f) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to each Stockholder’s Covered Shares shall remain vested in and belong to each such Stockholder, and Parent shall have no authority to direct the Stockholders in the voting or disposition of any Company Common Stock, except as provided herein.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder (a) Each Company Stockholder hereby irrevocably and unconditionally agrees that at the Special Meeting, including any adjournment or postponement thereof, it shall, to the fullest extent its Voting Shares are entitled to vote thereon or (to the extent permitted under applicable law) consent to appear at the Special Meeting, in person or by proxy, or otherwise cause all of its Voting Shares to be counted as present thereat for purposes of calculating a quorum and vote (or cause to be voted), in person or by proxy, in favor of: (i) the issuance of AETI Common Stock in accordance with the Share Exchange Agreement; (ii) an increase in the number of authorized shares of AETI Common Stock in accordance with the Share Exchange Agreement; (iii) amendments to the Charter of the Company to be effective from and after the date hereof Closing (A) authorizing a reverse stock split of AETI Common Stock at a ratio in an amount sufficient to satisfy Nasdaq listing requirements in effect at such time to be determined by the AETI Board and until Holdings and (B) changing the earliest to occur of (x) the Effective Time, (y) the termination name of the Merger Agreement in accordance with its terms and (z) any reduction Company to Stabilis Energy, Inc., each as reflected in the amountforms of amendments to the Charter, or any change each in substantially the respective form attached hereto as Exhibit A; (iv) adjourning the Special Meeting, if necessary, to solicit additional proxies in the form, event that there are not sufficient votes at the time of the consideration Special Meeting to be paid to approve the shareholders pursuant to foregoing (the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), matters set forth in clauses (i) through (iv) being referred to herein as the “AETI Stockholder Matters”) at any a meeting of holders of AETI Common Stock to be called and held for such purpose (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Special Meeting”); and (v) any other actions contemplated by this Agreement and any actions required in furtherance thereof and hereof. (b) Each of the Company Stockholders further agrees that he or it shall, Shareholder will voteat the Special Meeting, vote (or cause caused to be voted (including by written consent, if applicablevoted), all of such ShareholderPerson’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Voting Shares (Ix) in favor of the against approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, with the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledAETI Stockholder Matters, and (Vy) against any other proposal, action that or transaction involving the Company, or any of the Company’s subsidiaries or other assets, which proposal, action or transaction would reasonably be expected to impede, interfere withfrustrate, delay, postpone prevent or attempt to discourage materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, AETI Stockholder Matters. (c) Each Company Stockholder hereby revokes (or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts agrees to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (Arevoked) any Acquisition Proposal and (B) any extraordinary dividend proxies that such Company Stockholder has heretofore granted with respect to the Voting Shares owned by the such Company or change in the capital structure of the Company in each case except for the Merger AgreementStockholder.

Agreement to Vote. Subject Each Company Member, by this Agreement, with respect to the terms its Units, severally and conditions hereofnot jointly, Shareholder irrevocably hereby agrees (and unconditionally agrees that from to execute such documents and after the date hereof certificates evidencing such agreement as Thunder Bridge II may reasonably request in connection therewith), if (and until the earliest to occur of (xonly if) the Effective TimeApproval Condition (as defined below) shall have been satisfied, (y) the termination to vote, at any meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, members of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the Company, and in any action by written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) members of the Company’s Shareholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such ShareholderCompany Member’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Units (Ia) in favor of the approval and adoption of the Merger Agreement (whether or not recommended MTA, the transactions contemplated by the Board MTA and this Agreement, (b) in favor of Directors of any other matter reasonably necessary to the Company or any committee thereof) and the approval consummation of the transactions contemplated thereby, including by the MergerMTA and considered and voted upon by the members of the Company, (IIc) in favor of the approval and adoption of the Equity Incentive Plan (as defined in the MTA) and (d) against any action, agreement or transaction (other than the MTA or the transactions contemplated thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other matter that is required by applicable Law obligation or a Governmental Entity to be approved by the Shareholders agreement of the Company to facilitate under the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, MTA or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation failure of the transactions contemplated by the Merger MTA from being consummated. Each Company Member acknowledges receipt and review of a copy of the MTA. For purposes of this Agreement, including “Approval Condition” shall mean that the MergerMTA shall not have been amended or modified to change the Merger Consideration payable under the MTA to the Company Members. For the purpose of clarification, or result in a breach of any adjustment to the Merger Consideration pursuant to Section 2.4 of the covenants, representations, warranties MTA shall not constitute an amendment or other obligations or agreements of the Company under modification to the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat Consideration for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementimmediately preceding sentence.

Agreement to Vote. Subject (a) Prior to the terms and conditions hereofany termination of this Agreement, Shareholder irrevocably and unconditionally each Stockholder hereby agrees that from he or it shall, and after the date hereof and until the earliest to occur shall cause any other holder of (x) the Effective Timerecord of any Covered Shares to, (y) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting of the stockholders of the Company (whether annual or special, special and at each whether or not an adjourned or postponed meeting) of the Company’s Shareholders), however called, or in connection with any action by written consent of the stockholders of the Company’s Shareholders : (i) when a “Shareholder Meeting”)meeting is held, Shareholder will vote, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum; (ii) vote (or cause to be voted voted) in person or by proxy all Covered Shares (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (IA) in favor of the approval of (y) the Merger Agreement issuance of the Initial Warrants to Norsk Hydro and (whether z) the Tranche 2 Transactions and (B) against any proposal, action or not recommended transaction involving the Company, which proposal, action or transaction would impede, frustrate, prevent or materially delay the consummation of (y) the issuance of the Initial Warrants to Norsk Hydro or (z) the Tranche 2 Transactions or the other transactions contemplated by the Board of Directors of Securities Purchase Agreement, the Company Stockholders Agreement or any committee thereof) and this Agreement or the approval of the transactions contemplated thereby, including issuance of the Merger, Initial Warrants to Norsk Hydro or the Tranche 2 Transactions; and (IIiii) vote (or cause to be voted) in person or by proxy all Covered Shares (A) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders appointment of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition Investor Director Designee to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal Board and (B) against any extraordinary dividend by proposal, action or transaction involving the Company Company, which proposal, action or change in transaction would impede, frustrate, prevent or materially delay the capital structure appointment of the Company Investor Director Designee to the Board. (b) Except as set forth in each case except for clause (a) of this Sxxxxxx 0, xxxx of the Merger AgreementStockholders shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company.

Agreement to Vote. Subject to the terms and conditions hereof, each Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest earlier to occur of (xa) the Effective Time, Time and (yb) the termination of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholdersstockholders, however called, or in connection with any written consent of the Company’s Shareholders (a “Shareholder Meeting”)stockholders, Shareholder will vote, or cause to be voted (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (I) in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, each Shareholder will (x) appear at each such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) votevote (or consent), or cause to be voted at such meeting (including by written consent) or validly execute and return and cause such consent to be granted with respect to), all of the such Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s shares of Company Common Stock Beneficially Owned Securities by such Shareholder as of the relevant time (“Owned Shares”) (i) in favor of the adoption of the Merger Agreement (whether or not recommended by the Company Board), (ii) against any Competing Transaction, (iii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the adoption thereof, (iv) against any action or agreement that are not Owned Securitiessuch Shareholder knows would result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement, (v) against any liquidation or winding up of the Company, (Avi) any Acquisition Proposal and (B) against any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for (other than pursuant to the Merger Agreement) and (vii) against any action or agreement that such Shareholder knows would, or knows would be reasonably likely to, result in any condition to the consummation of the Merger set forth in Article V of the Merger Agreement not being fulfilled or knows would materially adversely affect the ability of the Company to consummate the transactions contemplated by the Merger Agreement by the Outside Date.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder (a) The Stockholder hereby irrevocably and unconditionally agrees that from during the term of this Agreement, at the Company Meeting and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any other meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company’s Shareholders, however called, including any adjournment or postponement thereof, such Stockholder shall, in connection with any written each case to the fullest extent that the Covered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of the Company’s Shareholders calculating a quorum; and (a “Shareholder Meeting”), Shareholder will vote, ii) vote (or cause to be voted (including voted), in person or by written consent, if applicable)proxy, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Covered Shares (IA) in favor of (1) the adoption and approval of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement and (2) any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (B) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, if requested by Parent in writing at least two (2) Business Days prior to the applicable vote; and (C) against any Acquisition Proposal or Superior Proposal and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including (I) any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or GB (other than the Merger and the Bank Merger); (II) a sale, lease or transfer of a material amount of assets of the Company or GB or any reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or GB; or (III) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws. (b) The Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights in connection with the Merger and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. (c) The obligations of the Stockholder specified in this Section 2.1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement).

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder each Stockholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (xi) the Effective Time, ; (yii) the termination of the Merger Agreement in accordance with its terms terms, and (ziii) any reduction in the amount, or any change in the form, written agreement of the consideration Purchaser Parties to be paid to terminate this Agreement (such earliest occurrence being the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “"Expiration Time”"), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders's stockholders, however called, or in connection with any other circumstances (including any sought action by written consent) upon which a vote or other consent of the Company’s Shareholders or approval is sought (any such meeting or other circumstance, a “Shareholder "Stockholder's Meeting”"), Shareholder each Stockholder will (y) appear at such a meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum and respond to any other request by the Company for written consent, if any, and, unless otherwise expressly consented to in writing by the Purchaser Parties, in their sole discretion, (z) vote, or cause to be voted (including by written consent, if applicable)voted, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Stockholder's Shares Beneficially Owned Securities that are not by such Stockholder as of the relevant time ("Owned Securities Shares") (IA) in favor of the approval adoption of the Merger Agreement (whether or not recommended by the Company's Board of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (IIB) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders stockholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (IIIC) against any Alternative Proposal or any transaction contemplated by such Alternative Proposal, (D) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval adoption thereof or the consummation thereof, (IVE) against any extraordinary dividend, distribution or recapitalization by the Company or change in the capital structure of the Company (other than pursuant to or as explicitly permitted by the Merger Agreement) and (F) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII Article VI of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement.

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that from and after that, during the date hereof and until the earliest to occur of (x) the Effective Timetime this Agreement is in effect, (y) the termination at any annual or special meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, stockholders of the consideration Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be paid to the shareholders pursuant to the Merger Agreement without the taken by written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Shareholders, however called, Subject Shares are entitled to vote or consent thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in connection with any written consent of the Company’s Shareholders person or by proxy) and vote (a “Shareholder Meeting”), Shareholder will vote, or cause to be voted voted), or deliver (including by or cause to be delivered) a written consent, if applicable)consent with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities its Subject Shares (Ii) against any Company Takeover Proposal (other than the Merger), (ii) against any change in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors membership of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter Board that is required by applicable Law not recommended or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledBoard, and (Viii) against any other action proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone postpone, adversely affect or attempt to discourage prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or result in transfer of a breach material amount of any assets (including, for the avoidance of the covenantsdoubt, representations, warranties or other obligations or agreements intellectual property rights) of the Company under or any reorganization, recapitalization or liquidation of the Merger Agreement, which would materially and adversely affect Company; or (z) any change in the present capitalization of the Company or Parent any amendment or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or other change in the capital structure of Company’s organizational documents. Each Stockholder shall retain at all times the Company right to vote such Stockholder’s Subject Shares in each case except such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.3 that are at any time or from time to time presented for consideration to the Merger AgreementCompany’s stockholders generally.

Agreement to Vote. Subject to the terms and conditions hereofThe Shareholder hereby agrees that, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any meeting of the Merger Agreement in accordance with its terms and (z) any reduction in shareholders of the amountCompany, however called, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s Shareholders, however calledadjournment thereof, or in connection with any written consent solicitation of votes of the Company’s Shareholders shareholders of the Company by written consent, the Shareholder shall be present (a “Shareholder Meeting”), Shareholder will vote, in person or by proxy) and vote (or cause to be voted voted), or, within three (including by 3) Business Days of being furnished a form of written consent, if applicable)execute and deliver such written consent in respect of, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not his, her or its Owned Securities (Iwhich are entitled to vote at such meeting or solicitation) (i) in favor of (A) the approval or re-approval of the ISR Merger Agreement and the Business Combination Agreement, and (whether B) waiving any notice that may have been or not recommended by may be required relating to the Board of Directors ISR Merger or any of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Business Combination Agreement or this Agreement, including the Merger, and (IIIii) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IVX) against any action or agreement that would reasonably be expected to result in any condition to prevent or materially delay the consummation of the ISR Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action transactions contemplated by this Agreement or the Business Combination Agreement, or that would reasonably be expected to impede, interfere be contrary to or inconsistent with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach by the Company of, or frustrate the essential purposes of this Agreement or the Business Combination Agreement, (Y) any Acquisition Proposal (as defined in the Business Combination Agreement) with respect to the Company and any action in furtherance of any such Acquisition Proposal, and (Z) any action, proposal, transaction or agreement that, to the knowledge of the covenantsShareholder, representationswould reasonably be expected to result in a breach of any covenant, warranties representation or warranty or any other obligations obligation or agreements agreement of the Shareholder or of the Company under this Agreement or under the Merger Business Combination Agreement. Except as set forth in this Section 3.5(a), which would materially and adversely affect nothing in this Agreement shall limit the Company right of the Shareholder to vote in favor of, against or Parent or their respective abilities abstain with respect to consummate the transactions contemplated by the Merger Agreement prior any other matter presented to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use ShareholderCompany’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreementshareholders.

Agreement to Vote. Subject to the terms and conditions hereof, Shareholder (a) The Stockholder hereby irrevocably and unconditionally agrees that from during the term of this Agreement, at the Company Stockholder Meeting and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any other meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company’s Shareholders, however called, including any adjournment or postponement thereof, such Stockholder shall, in connection with any written each case to the fullest extent that the Covered Shares of such Stockholder are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of the Company’s Shareholders calculating a quorum; and (a “Shareholder Meeting”), Shareholder will vote, ii) vote (or cause to be voted (including voted), in person or by written consent, if applicable)proxy, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities Covered Shares (IA) in favor of (1) the adoption and approval of the Merger Agreement and approval of the Merger and other transactions contemplated by the Merger Agreement and (2) any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the stockholders of the Company to a later date if there are not a quorum or sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters; (B) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, if requested by Parent in writing at least two (2) business days prior to the applicable vote; and (C) against any Acquisition Proposal and against any other action, agreement or transaction involving the Company or any of its Subsidiaries that would reasonably be expected to materially impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including (I) any extraordinary corporate transaction, such as a merger, consolidation, share exchange or other business combination involving the Company or a Subsidiary of the Company; (II) a sale, lease or transfer of a material amount of assets of the Company or a Subsidiary of the Company or any reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or a Subsidiary of the Company; or (III) any change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws. (b) The Stockholder hereby (i) waives, and agrees not to exercise or assert, any appraisal or similar rights (including under Section 262 of Delaware Law) in connection with the Merger and (ii) agrees (A) not to commence or participate in and (B) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. (c) The obligations of the Stockholder specified in this Section 2.01 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or change in the capital structure of the Company in each case except for the Merger Agreement).

Agreement to Vote. Subject to the terms and conditions hereofof this Agreement, Shareholder each Stockholder hereby irrevocably and unconditionally agrees that from and after that, during the date hereof and until the earliest to occur of (x) the Effective Timetime this Agreement is in effect, (y) the termination at any annual or special meeting of the Merger Agreement in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the written consent of the Shareholder ( such earlier time, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) stockholders of the Company’s Shareholders, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent (if permitted at such time) of the stockholders of the Company, such Stockholder shall, in each case, to the fullest extent that such Stockholder’s Shareholders Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a “Shareholder Meeting”), Shareholder will vote, quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted voted), or deliver (including by or cause to be delivered) a written consent, consent (if applicable)permitted at such time) with respect to, all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities its Subject Shares (Ii) against any Acquisition Proposal (other than the Merger), (ii) against any change in favor of the approval of the Merger Agreement (whether or not recommended by the Board of Directors membership of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter Board that is required by applicable Law not recommended or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement, including the Merger, (III) against any proposal made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Articles VI, VII or VIII of the Merger Agreement not being fulfilledBoard, and (Viii) against any other action proposed action, agreement or transaction involving the Company that would reasonably be expected to impede, interfere with, delay, postpone postpone, adversely affect or attempt to discourage prevent the consummation of the transactions contemplated by Offer, the Merger Agreementor the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger); (y) a sale, lease, license or result in transfer of a breach material amount of any of the covenants, representations, warranties or other obligations or agreements assets of the Company under or any reorganization, recapitalization or liquidation of the Merger Agreement, which would materially and adversely affect Company; or (z) any change in the present capitalization of the Company or Parent any amendment or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all of the Shareholder’s Owned Securities, and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities, against (A) any Acquisition Proposal and (B) any extraordinary dividend by the Company or other change in the capital structure of Company’s organizational documents. Each Stockholder shall retain at all times the Company right to vote such Stockholder’s Subject Shares in each case except such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Merger AgreementCompany’s stockholders generally.

Agreement to Vote. Subject to the terms and conditions hereofEach Stockholder hereby agrees that, Shareholder irrevocably and unconditionally agrees that from and after the date hereof and until the earliest to occur of (x) the Effective Time, (y) the termination at any meeting of the Merger Agreement stockholders of CHC, however called, and at every adjournment thereof, and in accordance with its terms and (z) any reduction in the amount, or any change in the form, of the consideration to be paid to the shareholders pursuant to the Merger Agreement without the action by written consent of the Shareholder ( such earlier timestockholders of CHC, the “Expiration Time”), (i) at any meeting (whether annual or special, and at each adjourned or postponed meeting) to vote all of the Company’s Shareholdersshares of CHC Stock to which he is entitled to vote (including, however calledwithout limitation, or in connection with shares of any written consent class of the Company’s Shareholders (a “Shareholder Meeting”), Shareholder will vote, or cause CHC Preferred Stock whether such shares are to be voted separately as a class or, together with shares of other classes or on an as-converted basis, each in accordance with CHC’s Charter Documents, as applicable): (including by written consent, if applicable), all of such Shareholder’s Owned Securities and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned Securities (Ia) in favor of the (i) approval of the Merger Agreement (whether or not recommended by the Board terms of Directors of the Company or any committee thereof) and the approval of the transactions contemplated thereby, including the Merger, (II) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the Shareholders of the Company to facilitate the transactions contemplated by the Merger AgreementTransaction Agreements, including the Mergerwith any modifications that are approved by such Stockholder, (IIIii) any action required to consummate such transactions and (iii) the adoption of the Plan of Dissolution of CSC in substantially the form attached hereto as Exhibit A with any modifications that are approved by such Stockholder, provided that each of the matters listed in clauses (i), (ii) and (iii) of this Section 3.1(a) are contemporaneously approved; (b) against any proposal made in opposition toPurchase Proposal; (c) prior to the Effective Time, or in competition or inconsistent with, the Merger or the Merger Agreement, including the approval thereof or the consummation thereof, (IV) against any action or agreement proposal involving CHC or any CHC subsidiary that would is intended, or could reasonably be expected expected, to result in any condition to the consummation of the Merger set forth in Articles VIprevent, VII or VIII of the Merger Agreement not being fulfilled, and (V) against any other action that would reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the consummation of adversely affect the transactions contemplated by the Merger Agreement, including the Merger, or result Transaction Agreements; (d) in a breach of any favor of the covenants, representations, warranties or other obligations or agreements amendment to CHC’s certificate of incorporation to change the name of CHC; and (e) in favor of the Company under the Merger Agreement, which would materially and adversely affect the Company or Parent or their respective abilities to consummate the transactions contemplated by the Merger Agreement prior to the Termination Date and (ii) at any Shareholder Meeting, Shareholder will (x) appear at such meeting or otherwise cause its Owned Securities, and will use Shareholder’s reasonable best efforts to cause Shareholder’s Beneficially Owned Securities that are not Owned Securities, to be present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any and (y) vote, or cause to be voted (including by written consent) all adoption of the Shareholder’s Owned SecuritiesCertificate of Amendment of Certificate of Designations, Preferences and will use Shareholder’s reasonable best efforts to cause to be voted Shareholder’s Beneficially Owned Securities that are not Owned SecuritiesRelative, against (A) any Acquisition Proposal Participating, Optional and (B) any extraordinary dividend by the Company or change Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock of CHC, in the capital structure of the Company in each case except for the Merger Agreement.form attached hereto as Exhibit B.