Contribution, Non-Tender and Support Agreement Sample Contracts

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Contribution, Non-Tender and Support Agreement • August 4th, 2011 • Global Traffic Network, Inc. • Services-miscellaneous business services • Nevada

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of August 2, 2011, is entered into by and between GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and William L. Yde III, individually (the “Investor”), a stockholder of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Contribution, Non-Tender and Support Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of September 24, 2012, is entered into by and between Sidewinder Drilling Inc., a Delaware corporation (“Parent”), Wolf Marine S.A. (“Wolf Marine”), a stockholder of Union Drilling, Inc., a Delaware corporation (the “Company”), Lucky Star Ltd., (“Lucky Star”), a stockholder of the Company (each of Wolf Marine and Lucky Star individually, an “Investor,” and together, the “Investors”), and, solely for purposes of Section 1.4 of this Agreement, Avista Capital Partners III, L.P. and Avista Capital Partners (Offshore) III, L.P. (each, a “Sponsor” and collectively, “Sponsors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Contribution, Non-Tender and Support Agreement • August 9th, 2011 • GTCR Gridlock Acquisition Sub, Inc. • Services-miscellaneous business services • Nevada

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of August 2, 2011, is entered into by and between GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), and William L. Yde III, individually (the “Investor”), a stockholder of Global Traffic Network, Inc., a Nevada corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Contribution, Non-Tender and Support Agreement • December 19th, 2014 • MF Merger Sub Corp. • Miscellaneous business credit institution • Massachusetts

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of December 13, 2014, is entered into by and among MF Parent LP, a Delaware limited partnership (“Parent”), Richard F. Latour (“Mr. Latour”), James R. Jackson, Jr. (“Mr. Jackson”) and Steven J. LaCreta (“Mr. LaCreta” and, collectively with Mr. Latour and Mr. Jackson, the “Investors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

CONTRIBUTION, NON-TENDER AND SUPPORT AGREEMENT
Contribution, Non-Tender and Support Agreement • September 28th, 2012 • Union Drilling Inc • Drilling oil & gas wells • Delaware

This Contribution, Non-Tender and Support Agreement (this “Agreement”), dated as of September 24, 2012, is entered into by and between Sidewinder Drilling Inc., a Delaware corporation (“Parent”a), Steven A. Webster (the “Investor”), a stockholder of Union Drilling, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 1.4 of this Agreement, Avista Capital Partners III, L.P. and Avista Capital Partners (Offshore) III, L.P. (each, a “Sponsor” and collectively, “Sponsors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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