Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Stockholders Meeting”): (a) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (b) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (i) in favor of (1) the adoption of a resolution authorizing the APA and the transactions contemplated thereby, (2) the approval of any proposal to adjourn or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption of the APA on the date on which the GeoMet Stockholders Meeting is held and (3) any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated by the APA that is considered at any such GeoMet Stockholders Meeting; and (ii) against (1) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock.

Voting of Subject Shares. Each Stockholder Shareholder irrevocably and unconditionally agrees that, from the date hereof until the earlier of (i) the time that during the term Parent Shareholder Approval has been obtained and (ii) termination of this Agreement such Stockholder shallin accordance with Section 4.2, it shall at any meeting at which the approval of the Share Issuance (as defined in the Merger Agreement) is to be voted upon (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Stockholders GLPI Shareholders Meeting”): (a) be present, in person or represented by proxy, or otherwise cause such Stockholder’s its Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal RequirementsLaw); and; (b) vote (or cause to be voted) with respect to all such Stockholder’s of its Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such any vote: : (i) in favor of (1) approving the adoption issuance of a resolution authorizing GLPI common stock to the APA stockholders of Pinnacle as Merger Consideration pursuant to the terms and conditions of the transactions contemplated therebyMerger Agreement, (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the GeoMet Stockholders GLPI Shareholders Meeting to a later date in order to solicit additional proxies in favor of the issuance of GLPI common stock if there are not sufficient votes for adoption of a resolution on issuance of GLPI common stock to the APA stockholders of Pinnacle as Merger Consideration pursuant to the terms and conditions of the Merger Agreement on the date on which the GeoMet Stockholders GLPI Shareholders Meeting is held and (3) any other matter that would be reasonably expected to be in furtherance thereof submitted to the holders for a vote of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated by the APA that is considered at any such GeoMet Stockholders Meeting; and GLPI’s shareholders and (ii) against (1) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes ofprevent, impede, hinder, interfere with, nullify, prevent, materially delay or adversely affect, in each case in any material respect, materially impair the consummation ability of Parent or Merger Sub to consummate the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred StockMerger.

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Stockholders Meeting”): (a) be presentAt every meeting of the stockholders of the Company called, in person and at every adjournment or represented by proxypostponement thereof, such Securityholder shall, or otherwise shall cause the holder of record on any applicable record date to, vote its Subject Shares (to the extent that any of such StockholderSecurityholder’s Subject Shares to be counted for purposes of determining are not purchased in the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (bOffer) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (i) in favor of (1) the adoption of a resolution authorizing the APA Merger Agreement and the transactions contemplated thereby, (2ii) the approval of against (A) any proposal agreement or arrangement related to adjourn any Acquisition Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption other significant corporate reorganization of the APA on the date on which the GeoMet Stockholders Meeting is held and Company or any of its Subsidiaries or (3C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Purchaser of the transactions contemplated by the Merger Agreement and (iii) in favor of any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated by the APA that Merger Agreement, which is considered at any such GeoMet Stockholders Meeting; andmeeting of stockholders, and in connection therewith to execute any documents reasonably requested by Purchaser that are necessary or appropriate in order to effectuate the foregoing. (iib) against (1In order to secure the performance of such Securityholder’s obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants a proxy appointing each executive officer of Purchaser as such Securityholder’s attorney-in-fact and proxy, with full power of substitution, for and in its name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 3.01(a) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, above as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectsuch attorney-in-fact and proxy, in each case in any material respectits sole discretion, the consummation of the transactions contemplated deems proper with respect to such Securityholder’s Subject Shares. The proxy granted by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required such Securityholder pursuant to this Section 1.1(b)(i)(3)3.01(b) shall be revoked automatically, without any mergernotice or other action by any Person, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up upon termination of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement in accordance with its terms. Such Securityholder hereby revokes any and all previous proxies granted with respect to its Subject Shares. (5c) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing Date. It is understood that each Stockholder Each Securityholder shall retain at all times the right to vote such StockholderSecurityholder’s Subject Shares in such StockholderSecurityholder’s sole discretion and absolute discretion without any other limitation on any matter those matters other than those set forth in this Section 1.1 3.01(a) above that is are at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred StockCompany’s stockholders generally.

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Stockholders Meeting”): (a) be presentAt every meeting of the stockholders of the Company called, in person and at every adjournment or represented by proxypostponement thereof, such Securityholder shall, or otherwise shall cause the holder of record on any applicable record date to, vote its Subject Shares (to the extent that any of such StockholderSecurityholder’s Subject Shares to be counted for purposes of determining are not purchased in the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (bOffer) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (i) in favor of (1) the adoption of a resolution authorizing the APA Merger Agreement and the transactions contemplated thereby, (2ii) the approval of against (A) any proposal agreement or arrangement related to adjourn any Takeover Proposal, (B) any liquidation, dissolution, recapitalization, extraordinary dividend or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption other significant corporate reorganization of the APA on the date on which the GeoMet Stockholders Meeting is held and Company or any of its Subsidiaries or (3C) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to Purchaser of the transactions contemplated by the Merger Agreement and (iii) in favor of any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated by the APA that Merger Agreement, which is considered at any such GeoMet Stockholders Meeting; andmeeting of stockholders, and in connection therewith to execute any documents reasonably requested by Purchaser that are necessary or appropriate in order to effectuate the foregoing. (iib) against (1In order to secure the performance of such Securityholder’s obligations under this Agreement, by entering into this Agreement, such Securityholder hereby irrevocably grants a proxy appointing such Persons as Purchaser designates as such Securityholder’s attorney-in-fact and proxy, with full power of substitution, for and in its name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 3.01(a) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, above as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectsuch attorney-in-fact and proxy, in each case in any material respectits sole discretion, deems proper with respect to such Securityholder’s Subject Shares. The Securityholder hereby affirms that the consummation of the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction proxy set forth in Article VI this Section 3.01(b) is given in connection with the execution of the APA Merger Agreement and affirms that such proxy is coupled with an interest and may not be revoked, except that such proxy shall be revoked automatically, without any notice or other action by any Person, upon termination of this Agreement in accordance with its terms. Such Securityholder hereby revokes any and all previous proxies granted with respect to be satisfied on its Subject Shares. The parties acknowledge and agree that neither Purchaser, nor any of its successors, assigns, affiliates, subsidiaries, employees, officers, directors, stockholders, agents or before other representatives, shall owe any duty or incur any liability to the Closing Date. It is understood that each Stockholder Securityholders in connection with or as a result of any exercise of the proxy granted to Purchaser pursuant to this Section 3.01(b). (c) Such Securityholder shall retain at all times the right to vote such StockholderSecurityholder’s Subject Shares in such StockholderSecurityholder’s sole discretion and absolute discretion without any other limitation on any matter those matters other than those set forth in this Section 1.1 3.01(a) and Section 3.01(b) above that is are at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred StockCompany’s stockholders generally.

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during 2.1 Agreement to Vote Subject Shares. From the term of date hereof until this Agreement such Stockholder shallis terminated pursuant to Section 6.2, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of shares the Company called to consider and vote upon the adoption of GeoMet Common Stock or GeoMet Preferred Stockthe Merger Agreement (and at any and all postponements and adjournments thereof), however called (each, a “GeoMet Stockholders Meeting”): (a) be present, and in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares connection with any action to be counted for purposes taken in respect of determining the presence adoption of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (b) Merger Agreement by written consent of stockholders of the Company, each Stockholder will vote (or cause to be votedvoted (including by written consent, if applicable) with respect to all of such Stockholder’s 's Subject Shares which it has the right to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (i) vote in favor of (1) the adoption of a resolution authorizing the APA Merger Agreement and the transactions contemplated thereby, (2) the approval in favor of any proposal to adjourn or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption of the APA on the date on which the GeoMet Stockholders Meeting is held and (3) any other matter submitted to the holders of shares of GeoMet Common Stock necessary or GeoMet Preferred Stock appropriate for approval that is necessary for consummation of the transactions contemplated by the APA that is considered at any such GeoMet Stockholders Meeting; and (ii) against (1) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the APAMerger Agreement that is considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. At any meeting of the stockholders of the Company called to consider and vote upon any Adverse Proposal (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Adverse Proposal by written consent of stockholders of the Company, each Stockholder will vote or cause to be voted (including by written consent, if applicable) all of such Stockholder's Subject Shares which it has the right to vote against the adoption of such Adverse Proposal. For purposes of this Agreement, the term "Adverse Proposal" means any (a) Acquisition Transaction, (2b) any Acquisition Proposal and any proposal or action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, agreement, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction Company set forth in Article VI the Merger Agreement, or (c) the following actions (other than the Offer, the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the APA to be satisfied on Company or before one of its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Closing Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on Company or any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock.its Subsidiaries; (iii)

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Stockholders Meeting”): (a) In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder shall vote or cause to be present, voted all Subject Shares (as defined in person or represented Section 2 below) owned by proxysuch Stockholder, or over which such Stockholder has voting control, and otherwise cause use such Stockholder’s Subject Shares best efforts, so as to be counted for purposes elect as directors two members designated by Sxxxx (the “Sxxxx Directors”). The director(s) initially designated by Sxxxx are Dxxxx Xxxxxxx and Jxxx Xxxxxxx and, unless otherwise agreed by the Stockholders and Sxxxx, Xxxxx will designate, through the second anniversary hereof, Mx. Xxxxxxx as one of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); andSxxxx Directors. (b) The Stockholders shall not vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: remove either Sxxxx Director unless (i) in favor of (1) the adoption of a resolution authorizing the APA and the transactions contemplated thereby, (2) the approval of any proposal Stockholders are instructed to adjourn or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption of the APA on the date on which the GeoMet Stockholders Meeting is held and (3) any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated remove such director by the APA that is considered at any such GeoMet Stockholders MeetingSxxxx; and (ii) against Sxxxx is no longer entitled to designate such director in accordance with this Agreement; or (1iii) such director acts in bad faith or engages in willful misconduct. (c) The Company shall provide the Stockholders with 15 days’ prior written notice of any action (including any amendment intended mailing of a notice to GeoMet’s certificate of incorporation or bylawsstockholders for a meeting at which directors are to be elected. Sxxxx shall give written notice to all other parties to this Agreement, as in effect on the date hereof)no later than five business days prior to such mailing, agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required persons designated pursuant to Section 1.1(b)(i)(3)1(a) as nominees for election as directors, any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMetand provide such information concerning such persons as may be required to be included in the materials required in connection with the meeting. The Company agrees to nominate and recommend for election as directors the individuals designated, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APAto be designated, pursuant to Section 1(a), in each case that is submitted . If Sxxxx shall fail to give notice to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock Company as provided above, it shall be deemed that the designees then serving as directors shall be the designees for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stockreelection.

Voting of Subject Shares. Each Hereafter until the Expiration Time, each Requisite Stockholder hereby unconditionally and irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shallthat, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of shares SPAC (or any adjournment or postponement thereof), and in any action by written consent of GeoMet Common Stock the stockholders of SPAC requested by the board of directors of SPAC or GeoMet Preferred Stockotherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, however called and in any event not later than two (each2) Business Days, a “GeoMet Stockholders Meeting”): after SPAC requests such delivery), such Requisite Stockholder shall: (a) be presentif a meeting is held, attend and appear at the meeting, in person or represented by proxy, or otherwise cause such Stockholder’s its Subject Shares to be counted as present thereat for purposes of determining establishing a quorum, and such Requisite Stockholder shall vote, or cause to be voted, all of the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements)to which such Requisite Stockholder has sole or shared voting power and is entitled to vote; and and/or (b) vote if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be voted or so consented or approved), in respect of all of its Subject Shares: (i) to approve and adopt the Business Combination Agreement and the Transactions, (ii) in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement or the Transactions is sought, to vote, consent or approve (or cause to be voted, consented or approved) with respect to all of such Requisite Stockholder’s Subject Shares to the fullest extent that held at such Subject Shares are entitled to be voted at the time of such vote: (i) in favor of the foregoing, and (1iii) to vote against and withhold consent with respect to any merger, purchase or divestiture of all or substantially all of the adoption of a resolution authorizing SPAC’s assets or other business combination transaction (other than the APA Business Combination Agreement and the transactions contemplated therebyTransactions), (2) the approval of any proposal to adjourn or postpone the GeoMet Stockholders Meeting to a later date if there are not sufficient votes for adoption of the APA on the date on which the GeoMet Stockholders Meeting is held and (3) any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval proposal that is necessary for consummation of the transactions contemplated by the APA that is considered at any such GeoMet Stockholders Meeting; and (ii) against (1) any action (including any amendment to GeoMet’s certificate of incorporation intended, or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected expected, to frustrate the purposes ofprevent, impede, hinder, interfere with, nullifydelay, prevent, delay postpone or adversely affect, in each case affect the Transactions in any material respect, the consummation of the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock respect or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in any of the closing conditions of SPAC, the Company, PubCo, the Company Merger Sub or the SPAC Merger Sub under the Business Combination Agreement not being satisfied, or otherwise result in a breach, in any material respect, breach of any covenantof the representations, representation warranties, covenants or warranty other obligations or any other obligation agreements of SPAC, the Company, PubCo, the Company Merger Sub or agreement of the SPAC Merger Sub; provided, however, that such Requisite Stockholder under this Agreement and (5) shall not be required to vote or provide consent or take any other action, proposal, transaction or agreement submitted in each case to the extent any such vote, consent or other action would preclude SEC registration of PubCo Ordinary Shares being issued to holders of shares of GeoMet SPAC Common Stock as contemplated by the Business Combination Agreement. No Requisite Stockholder shall take or GeoMet Preferred Stock for approval omit to take, or commit or agree to take or omit to take, any action inconsistent with the foregoing that would reasonably be expected to result in the failure of any condition effective prior to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred StockExpiration Time.

Voting of Subject Shares. Each Stockholder irrevocably From and unconditionally agrees that during after the term of this Agreement such Stockholder shalldate hereof, at any every meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Molecular’s Common Stock or GeoMet and Preferred StockStock (the “Molecular Stockholders”), however called called, and at every adjournment or postponement thereof (eachor pursuant to a written consent if the Molecular Stockholders act by written consent in lieu of a meeting), a “GeoMet Stockholders Meeting”): the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (a) be present, in person or represented by proxy, or otherwise cause such ) and to vote the Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal Requirements); and (b) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (ia) in favor of (1A) adopting the adoption of a resolution authorizing Merger Agreement, and approving the APA Merger, the Preferred Stock Conversion, and the transactions other actions contemplated thereby, by the Merger Agreement; (2B) acknowledging that the approval given thereby is irrevocable and that the Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL; (C) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL; (D) approving any proposal to adjourn or postpone the GeoMet Stockholders Meeting meeting to a later date date, if there are not sufficient votes for the adoption of the APA Merger Agreement on the date on which the GeoMet Stockholders Meeting such meeting is held held; and (3E) any other matter submitted matters necessary to consummate the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval Contemplated Transactions that is necessary for consummation of the transactions contemplated are considered and voted upon by the APA that is considered at any such GeoMet Stockholders MeetingMolecular Stockholders; and and (iib) against (1) any action (including any amendment to GeoMet’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the APA, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMet, or any other extraordinary transaction involving GeoMet (other than the Transaction and the other transactions contemplated by the APA), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction set forth in Article VI of the APA to be satisfied on or before the Closing DateProposal. It is understood that each The Stockholder shall retain at all times the right to vote such the Stockholder’s Subject Shares in such Stockholder’s sole discretion and absolute discretion without any other limitation on any matter those matters other than those set forth in this Section 1.1 that is are at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred StockMolecular Stockholders.

Voting of Subject Shares. Each Stockholder irrevocably and unconditionally agrees that during the term of this Agreement such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock, however called (each, a “GeoMet Company Stockholders Meeting”): (a) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Legal RequirementsLaw); and (b) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of such vote: (i) in favor of (1) adopting the adoption of a resolution authorizing the APA and the transactions contemplated therebyMerger Agreement, (2) the approval of any proposal to adjourn or postpone the GeoMet Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the APA Merger Agreement on the date on which the GeoMet Company Stockholders Meeting is held and (3) any other matter submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that is necessary for consummation of the transactions contemplated by the APA that Merger Agreement, which is considered at any such GeoMet Company Stockholders Meeting; and (ii) against (1) any action (including any amendment to GeoMetthe Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the APAMerger Agreement, (2) any Acquisition Takeover Proposal and any action in furtherance of any Acquisition Takeover Proposal submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (3) except as required pursuant to Section 1.1(b)(i)(3), any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by GeoMetthe Company, or any other extraordinary transaction involving GeoMet the Company (other than the Transaction Merger and the Restructuring Transactions and the other transactions contemplated by the APAMerger Agreement and the Restructuring Agreements), in each case that is submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval, (4) any action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and (5) any other action, proposal, transaction or agreement submitted to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock for approval that would reasonably be expected to result in the failure of any condition to the Transaction Merger set forth in Article VI VII of the APA Merger Agreement to be satisfied on or before the Closing Outside Date. It is understood that each Stockholder shall retain at all times the right to vote such Stockholder’s Subject Shares in such Stockholder’s sole and absolute discretion on any matter other than those set forth in this Section 1.1 that is at any time or from time to time presented for consideration to the holders of shares of GeoMet Common Stock or GeoMet Preferred Stock.