Common use of Irrevocable Proxy Clause in Contracts

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder it has heretofore granted with respect to such Stockholder’s Subject Sharesgranted. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Company Stockholder Meetings, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 4(b) at any and all GeoMet Stockholders Company Stockholder Meetings or in connection with any action sought to be taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.14, all written consents with respect to the Subject Shares at any and all Company Stockholder Meetings or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination end of this the Agreement Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination13(d). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Purchaser to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.14. The proxy set forth in this Section 5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 13(d). Parent covenants and agrees with Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 4.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably constitutes and appoints Parent as attorney-in-fact Holding and proxy for each of its executive officers, from and on behalf of such Stockholder, for and in after the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) date hereof until the termination earlier to occur of this Agreement the Effective Time and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 10 hereof (at which point such constitution and appointment shall automatically be revoked) as Stockholder’s attorney, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to all Stockholder’s Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby revokes all other proxies and powers of attorney with respect to all of Stockholder’s Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement shall be terminated binding upon the heirs, personal representatives, successors and revoked upon assigns of Stockholder. It is understood and agreed that Holding will not use such termination). Each Irrevocable Proxy unless the Stockholder authorizes such attorney fails to comply with Section 1.1 hereof and proxy to substitute any other Person to act hereunderthat, to revoke any substitution the extent Holding uses such Irrevocable Proxy, it will only vote such Shares with respect to the matters specified in, and to file this proxy and any substitution or revocation in accordance with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this provisions of, Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.11.1 hereof.

Irrevocable Proxy. By execution of this Agreement, each Stockholder does hereby appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Covered Shares, to vote and exercise all voting and related rights, if such Stockholder fails to vote his, her or its Covered Shares, or otherwise fails to perform or comply with such Stockholder’s obligations under this Agreement, solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or agrees to cause to be revoked) any voting proxies that proxy previously granted by such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Covered Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy and represents that none of such previously-granted herein for any purpose other than the purposes described in this Agreementproxies are irrevocable. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with with, and granted in consideration of of, and as an inducement to Buyer the Company, Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and power of attorney shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each In the event and to the extent that the Stockholder hereby fails to vote the Subject Shares in accordance with Section 1.1 at any applicable meeting of the stockholders of Parent or pursuant to any applicable written consent of the stockholders of Parent, the Stockholder shall be deemed to have irrevocably appoints Parent granted to, and appointed, the Company as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of Parent Stockholders Meetingswith respect to any of the matters specified in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Parent Stockholders Meetings or in connection with any action sought to be taken by written consent of Parent Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Parent Stockholders or in connection with any action sought to be taken by written consent of Parent Stockholders without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetParent. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby revokes appoint the Company and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted otherwise does not perform his, her or its obligations under this Agreement, with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents solely with respect to the Subject Shares matters set forth in connection with any action sought Section 1 hereof. Stockholder intends this proxy to be taken irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by written consent without a meetingStockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Parent The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder xxxxxx agrees not to exercise grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the proxy granted herein for any purpose other than matters set forth in Section 1 until after the purposes described in this AgreementExpiration Date. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, Parent, First Merger Sub and Parent Second Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes (or agrees to cause to be revoked) any voting proxies affirms that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact this Proxy is irrevocable and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interestinterest sufficient to support an irrevocable proxy under applicable Law; provided, however, that the Proxy is irrevocable (and as such shall survive and not be affected by subject to the death, incapacity, mental illness or insanity automatic termination of such Stockholder, as applicable) until the Proxy upon a termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to in accordance with Section 4.2 (and shall be terminated and revoked upon such termination)6.01. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Shareholder hereby further affirms that the proxy set forth in this Section 1.4 Proxy is given in connection with with, and granted in consideration of and as an inducement to Buyer to, Parent and Parent to enter Merger Sub entering into the APA Merger Agreement and that such proxy the Share Purchase Agreement, and the Proxy is given to secure the obligations performance of the Stockholder duties of Shareholder under this Agreement. Shareholder has not entered into, and hereby covenants and agrees not to enter into at any time while this Agreement remains in effect, any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Article I. Shareholder represents and warrants that Shareholder has revoked or terminated all and any other proxies and powers of attorney with respect to the Covered Shares that Shareholder may have heretofore made or granted and agrees not to grant any such other proxies or powers of attorney at any time while this Agreement remains in effect. If for any reason a court of competent jurisdiction finds that the Proxy is not irrevocable, then Shareholder agrees (subject to the proviso to the first sentence of this Section 1.11.02) to vote the Covered Shares in accordance with the terms set forth in the Proxy as instructed by Parent or Merger Sub in writing. The parties agree that the foregoing is a voting agreement. For Covered Shares as to which Shareholder is the beneficial but not the record owner, Shareholder shall take all necessary actions to cause any record owner of such Covered Shares to grant to Parent or Merger Sub a proxy to the same effect as that contained in the Proxy.

Irrevocable Proxy. Each Stockholder During the period from the date of this Agreement until the Expiration Date, each Shareholder hereby revokes (or agrees appoints the Company through any designee of the Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to cause to be revoked) any voting proxies that vote such Stockholder has heretofore granted Shareholder’s Company Ordinary Shares at every meeting of the shareholders of the Company called with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact any of the following, and proxy for at every adjournment or postponement thereof, and on behalf every action or approval by written consent of such Stockholder, for and in the name, place and stead shareholders of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents Company with respect to any matter referred to in Section 2.01(a) but not, for the Subject Shares avoidance of doubt, any matter referred to in Section 2.01(c) or Section 2.01(d) without a Shareholder’s prior written consent. This proxy and power of attorney is given by each such Shareholder in connection with any action sought with, and in consideration of, the execution of the Merger Agreement by the Company and to be taken by written consent without a meeting. Parent agrees not to exercise secure the proxy granted herein for any purpose other than performance of the purposes described in duties of such Shareholder under this Agreement. The foregoing Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Shareholder shall be irrevocable, shall be deemed to be a proxy coupled with an interestinterest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Shareholder with respect to any of the Subject Shares. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, is irrevocable bankruptcy, death or incapacity of a Shareholder. Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for purposes of Article 26 of the Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in all respects with the Company Memorandum for the purposes of all meetings (and as such adjournments and postponements thereof) contemplated hereby. The proxy and power of attorney granted by each Shareholder hereunder shall survive automatically terminate and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or revoked upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.14.01.

Irrevocable Proxy. By execution of this Agreement, each Stockholder does hereby appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Covered Shares, to vote and exercise all voting and related rights, if such Stockholder fails to vote his, her or its Covered Shares, or otherwise fails to perform or comply with such Stockholder’s obligations under this Agreement, solely with respect to the matters set forth in Section 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes (or agrees to cause to be revoked) any voting proxies that proxy previously granted by such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Covered Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy and represents that none of such previously-granted herein for any purpose proxies are irrevocable, other than as contemplated by the purposes described in this AgreementShareholder Agreements. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with with, and granted in consideration of of, and as an inducement to Buyer the Company, Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy and power of attorney shall automatically terminate upon the Expiration Date. For the avoidance of doubt, this Agreement does not, and is not an agreement to, revoke or otherwise terminate any proxy granted by the Stockholder pursuant to the Voting Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (has revoked or agrees to cause to be revoked) terminated any proxies, voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote agreements or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant similar arrangements previously given or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents entered into with respect to the Subject Stock. Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote such Stockholder's Subject Stock at any at the Company Stockholders Meeting or at any other meeting of the holders of Company Common Stock called to seek consider the adoption of the Merger Agreement and the Merger; provided, that this proxy and power of attorney granted by such Stockholder shall be effective if, and only if, such Stockholder has not delivered to the Company at least three (3) Business Days prior to such meeting, a duly executed proxy card voting such Stockholder's Subject Shares in favor of adopting the Merger Agreement and the Merger and has not revoked such duly executed proxy card. This proxy and power of attorney is given by such Stockholder in connection with any action sought with, and in consideration of, the execution of the Merger Agreement by Parent and to be taken by written consent without a meeting. Parent agrees not to exercise secure the proxy granted herein for any purpose other than performance of the purposes described in duties of such Stockholder under this Agreement. The foregoing Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable, shall be deemed to be a proxy coupled with an interest, interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to any of the Subject Shares. The power of attorney granted by each Stockholder herein is irrevocable (a durable power of attorney and as such shall survive the dissolution, bankruptcy, death or incapacity of a Stockholder. The proxy and not be affected by the death, incapacity, mental illness or insanity power of such Stockholder, as applicable) until the termination of this Agreement and attorney granted hereunder shall not be terminated by operation of Legal Requirements or terminate upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and 5.01. The irrevocable proxy granted pursuant to this Section 2.02 shall not be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute by any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1or by operation of Law. If between the execution hereof and the Termination Date, any trust or estate holding the Subject Stock should be terminated, or if any corporation or partnership holding the Subject Stock should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Subject Stock shall be delivered by or on behalf of the Stockholder in accordance with the terms and conditions of this Agreement, and actions taken by Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Irrevocable Proxy. Each Such Stockholder hereby revokes (or agrees to cause prior hereto has caused to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Such Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints Parent Parent, acting through any of its authorized signatories, as the sole and exclusive attorney-in-fact and proxy for and on behalf of such Stockholder, with full power of substitution and resubstitution, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Company Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Such Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the such Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. Each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 1.5.

Irrevocable Proxy. Each Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby revokes appoint Vibrant and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a Stockholder) to any Stockholder consent, if Stockholder is unable to perform or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted otherwise does not perform his, her or its obligations under this Agreement, with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents solely with respect to the Subject Shares matters set forth in connection with any action sought Section 1 hereof. Each Stockholder intends this proxy to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy irrevocable and coupled with an interestinterest hereunder until the Expiration Date, is irrevocable (hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and as such shall survive and not be affected by the death, incapacity, mental illness or insanity represents that none of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)previously-granted proxies are irrevocable. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with with, and granted in consideration of of, and as an inducement to Buyer the Company, Vibrant and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes irrevocably constitutes and appoints Parent, or its designees, from and after the date hereof and until the Termination Date (or agrees to cause to at which point such constitution and appointment shall automatically be revoked) any voting proxies that as Shareholder's attorney, agent and proxy (such Stockholder has heretofore granted constitution and appointment, the "Irrevocable Proxy"), with full power of substitution, to vote and otherwise act with respect to all such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact Shareholder's Shares at any meeting of the Shareholders of the Company (whether annual or special and proxy for whether or not an adjourned or postponed meeting), however called, and in any action by written consent of the Shareholders of the Company, on behalf of such Stockholder, for the matters and in the namemanner specified in Section 1.01. Without limiting the foregoing, place and stead of in any such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions other action pursuant to such proxy, neither Parent nor any other person listed in the record holder immediately preceding sentence shall in any event have the right (and such proxy shall not confer the right) to votevote against the Merger. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, such Stockholder’s Subject Shares in accordance with the provisions TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A SHAREHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Shareholder hereby revokes all other proxies and powers of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents attorney with respect to the Subject all Shareholder's Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the that may have heretofore been appointed or granted, and no subsequent proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated effective) by operation Shareholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Legal Requirements or Shareholder and any obligation of Shareholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1Shareholder.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Potomac as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Tigris Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Tigris Stockholders Meetings or in connection with any action sought to be taken by written consent without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Tigris Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent Potomac agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetTigris. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Potomac to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted that, during the period commencing on the date hereof and ending on the date this Agreement terminates in accordance with respect to such Stockholder’s Subject Shares. Each Stockholder Section 5, Holder hereby irrevocably appoints Parent BigBear or any individual designated by BigBear as Holder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHolder, to: to vote (aor cause to be voted) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHolder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Shares, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to at any meeting of the Subject Shares stockholders of the Issuer, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than stockholders of the purposes described in this AgreementIssuer. The foregoing proxy shall be deemed to be power of attorney granted by Holder hereunder is a proxy durable power of attorney coupled with an interestinterest and, if Holder is irrevocable (and as such an individual, shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of Holder. With respect to Covered Shares as to which Holder is the beneficial owner but not the holder of record, Holder shall cause any holder of record of such Stockholder, Covered Shares to grant to BigBear or any individual designated by BigBear a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve Holder from any liability hereunder for failing to comply with the terms of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Agreement. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with Law to support an irrevocable proxy, and is granted in consideration of and as an inducement to Buyer and Parent to enter the BigBear Parties entering into the APA and that such Merger Agreement; provided, that, for the avoidance of doubt, the proxy is given to secure the obligations set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement. The vote of the Stockholder under Section 1.1proxyholder shall control in any conflict between the vote by the proxyholder of Holder’s Covered Shares and a vote by Holder of Holder’s Covered Shares.

Irrevocable Proxy. Each Stockholder Shareholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Shareholder has heretofore granted with respect to such StockholderShareholder’s Subject Shares. Each Stockholder Shareholder Shares (other than pursuant to Section 3.2 of the Voting Agreement), hereby irrevocably constitutes and appoints Parent the Company as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder in accordance with the BVI Act for and on behalf of such StockholderShareholder’s behalf, for and in the such Shareholder’s name, place and stead stead, in the event that such Shareholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Shareholder Shares of such Stockholder, to: (a) attend any Shareholder and grant all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares written consents thereto in each case in accordance with the provisions of Section 1.1 Sections 1(a)(i) and (ii) and represent and otherwise act for such Shareholder in the same manner and with the same effect as if such Shareholder were personally present at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Shareholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicablethe Shareholder) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)7.13. Each Stockholder Shareholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by the Company of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Stockholder such Shareholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Shareholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the Company in this Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet meetings of Company Stockholders Meetingswith respect to the matters described in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Company Stockholders Meetings or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting, in each case with respect to the matters described in Section 1.1, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting, in each case with respect to the matters described in Section 1.1. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementSection 1.4 and only in the event that Stockholder has breached its obligations under Section 1.1. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting and all previous proxies that such Stockholder has heretofore granted with respect to the Company Shares Beneficially Owned by such Stockholder with respect to any of the matters contemplated by Section 2.1 above. Each Stockholder agrees not to grant any proxy (whether revocable or irrevocable) to any Person that conflicts with the proxy granted by such Stockholder pursuant to this Section 2.2, and any attempt to do so shall be void and of no force and effect. By entering into this Agreement, each Stockholder hereby grants a proxy in the form attached hereto as Exhibit A appointing Parent as such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as sole and exclusive attorney-in-fact and proxy for and on behalf proxy, with full power of such Stockholdersubstitution, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant name, to vote or withholdact by written consent, express consent or dissent, or issue instructions otherwise to utilize such voting power in the record holder to grant manner contemplated by Section 2.1 above as Parent or withholdits proxy or substitute shall, in accordance with the provisions of Section 1.1Parent’s sole discretion, all written consents deem proper with respect to the Subject Company Shares in connection with any action sought to be taken Beneficially Owned by written consent without a meetingsuch Stockholder. Parent agrees not to exercise the The proxy granted herein for any purpose other than the purposes described in by each Stockholder pursuant to this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, Article 2 is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of Parent and as an inducement to Buyer Acquisition Sub entering into this Agreement and Parent to enter into the APA Merger Agreement and that such proxy incurring certain related fees and expenses and is given to secure the obligations performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy granted by each Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 1.12.1 above. The proxy granted by each Stockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon termination of this Agreement in accordance with Section 6.3 hereof. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder.

Irrevocable Proxy. (a) Each Stockholder hereby revokes (or agrees to cause promptly to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Such Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the stockholders of the Company, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 2.1 at any and all GeoMet Stockholders Meetings meetings of the stockholders of the Company, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.12.1, all written consents with respect to the Subject Shares at any and all meetings of the stockholders of the Company or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement Expiration Date and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)event. Each Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Such Stockholder hereby affirms that the proxy set forth in this Section 1.4 2.2 is given in connection with and granted in consideration of and as an inducement to Buyer and the Parent Parties to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.12.1. The proxy set forth in this Section 2.2 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 6.2.

Irrevocable Proxy. Each Stockholder hereby constitutes and appoints Parent and each of its officers, effective as of the time specified in the last sentence of Section 2.01 until the termination of this Agreement in accordance with Section 6.01 (at which point such constitution and appointment shall automatically be revoked) as such Stockholder’s attorney, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution, to vote and otherwise act with respect to the Stockholder’s Shares at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), on the matters and in the manner specified in Section 2.01 (but not on any other matters). THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS OR HER SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting all other proxies that such Stockholder has heretofore granted and powers of attorney with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote Shares that may have heretofore been appointed or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents granted with respect to the Subject Shares in connection with any action sought to be taken matters covered by written consent without a meeting. Parent agrees not to exercise the Section 2.01, and no subsequent proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy or power of attorney shall be deemed to be a proxy coupled with an interest, is irrevocable given (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated effective) by operation of Legal Requirements any Stockholder with respect thereto. All authority herein conferred or upon agreed to be conferred shall survive the occurrence death or incapacity of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations obligation of the Stockholder under Section 1.1this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Stockholder hereby irrevocably grants to and appoints Parent and each of the executive officers of Parent, in their respective capacities as officers of Parent, as the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Voting Stockholder’s proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such the Voting Stockholder, to: (a) attend any and to vote all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with beneficially owned by the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withholdVoting Stockholder that are outstanding from time to time, or issue instructions to the record holder to grant or withhold, withhold a consent or approval in accordance with the provisions respect of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought and to be taken by written consent without execute and deliver a meeting. Parent agrees not proxy to exercise vote the proxy granted herein for any purpose other than the purposes described in this AgreementSubject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Voting Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (12(d) hereof. The Voting Stockholder represents and shall be terminated warrants to Parent that all proxies heretofore given in respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked upon such termination)or are no longer in effect as of the date hereof. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each The Voting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 5 is given by the Voting Stockholder in connection with with, and granted in consideration of and as an inducement to Buyer and to, Parent to enter entering into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Voting Stockholder under Section 1.13 of this Agreement. Parent covenants and agrees with the Voting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 of this Agreement.

Irrevocable Proxy. Each Stockholder The Shareholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder the Shareholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder The Shareholder hereby irrevocably appoints Parent the Company as attorney-in-fact and proxy for and on behalf of such Stockholderthe Shareholder, for and in the name, place and stead of such Stockholderthe Shareholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of C3J Therapeutics Shareholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings meetings of C3J Therapeutics Shareholders or in connection with any action sought to be taken by written consent of C3J Therapeutics Shareholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of C3J Therapeutics Shareholders or in connection with any action sought to be taken by written consent of C3J Therapeutics Shareholders without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholderthe Shareholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each Stockholder The Shareholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetC3J Therapeutics. Each Stockholder The Shareholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, C3J Therapeutics and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Shareholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Shareholder but are not held of record by the Shareholder (other than shares beneficially owned by the Shareholder that are held in the name of a bank, broker or nominee), the Shareholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby revokes appoint Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted otherwise does not perform his, her or its obligations under this Agreement, with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact Shares and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject New Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents solely with respect to the Subject Shares matters set forth in connection with any action sought Section 1. Stockholder intends this proxy to be taken irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by written consent without a meetingStockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Parent The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder xxxxxx agrees not to exercise grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the proxy granted herein for any purpose other than matters set forth in Section 1 until after the purposes described in this AgreementExpiration Date. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, Parent, First Merger Sub and Parent Second Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder hereby irrevocably appoints Parent Purchaser as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Company Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting, including with respect to the Stockholder Written Consent, and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting, including with respect to the Stockholder Written Consent. Parent Pxxxxxxxx agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Purchaser to enter into the APA Purchase Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder During the period from the date of this Agreement until the Expiration Date, each Shareholder hereby revokes (or agrees appoints the Company through any designee of the Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to cause to be revoked) any voting proxies that vote such Stockholder has heretofore granted Shareholder’s Company Ordinary Shares and Series B Shares, as applicable, at every meeting of the shareholders of the Company called with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact any of the following, and proxy for at every adjournment or postponement thereof, and on behalf every action or approval by written consent of such Stockholder, for and in the name, place and stead shareholders of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents Company with respect to the Subject Shares any matter referred to in Section 2.01 and Section 2.02. This proxy and power of attorney is given by each such Shareholder in connection with any action sought with, and in consideration of, the execution of the Merger Agreement by the Company and to be taken by written consent without a meeting. Parent agrees not to exercise secure the proxy granted herein for any purpose other than performance of the purposes described in duties of such Shareholder under this Agreement. The foregoing Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Shareholder shall be irrevocable, shall be deemed to be a proxy coupled with an interestinterest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Shareholder with respect to any of the Subject Shares and the Series B Shares. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, is irrevocable bankruptcy, death or incapacity of a Shareholder. Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for purposes of Article 26 of the Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in all respects with the Company Memorandum for the purposes of all meetings (and as such adjournments and postponements thereof) contemplated hereby. The proxy and power of attorney granted by each Shareholder hereunder shall survive automatically terminate and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or revoked upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.14.01.

Irrevocable Proxy. Each Stockholder To secure the Athyrium Investors’ obligations to vote their Warrant Shares in accordance with this section, each Athyrium Investor hereby revokes (appoints the Chairman of the Board of Directors or agrees the Chief Executive of the Company, or either of them from time to cause time, or their designees, as such Athyrium Investor’s true and lawful proxy and attorney, with the power to be revoked) any voting proxies that act alone and with full power of substitution, to vote all of such Stockholder has heretofore granted Athyrium Investors’ Warrant Shares as set forth in this Agreement and to execute all appropriate instruments consistent with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and this Agreement on behalf of such StockholderAthyrium Investor if, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to voteonly if, such Stockholder’s Subject Athyrium Investor fails to vote all of their Warrant Shares or execute such other instruments in accordance with the provisions of Section 1.1 at this Agreement within five (5) days of the Company’s or any and all GeoMet Stockholders Meetings and (c) grant other party’s written request for such Athyrium Investor’s written consent or withholdsignature; provided, or issue instructions to the record holder to grant or withholdhowever, in accordance with the provisions of Section 1.1, all written consents that with respect to such Athyrium Investor, the Subject Shares in connection Company shall only exercise such proxy and appointment if the Company provides five (5) days prior written notice to the Athyrium Investors, together with any action sought such information pertaining to the Sale of the Company as may be taken reasonably requested by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementAthyrium Investors. The foregoing proxy shall be deemed and power granted by each Athyrium Investor pursuant to be a proxy this section are coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is are given to secure the obligations performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Stockholder under Section 1.1Warrant Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Warrant Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees To secure the Shareholder’s obligations to cause to be revoked) any voting proxies that such Stockholder has heretofore granted vote the Shareholder Shares in accordance with respect to such Stockholder’s Subject Shares. Each Stockholder this Agreement, the Shareholder hereby irrevocably grants to and appoints Parent the Chief Executive Officer, President, Secretary, and Executive Vice President of the Company (each, a “Company Party” and collectively, the “Company Parties”), or any of them from time to time, or their designees, as the Shareholder’s sole, exclusive, true and lawful proxy and attorney-in-fact and proxy for and on behalf of such Stockholderfact, for and in the Shareholder’s name, place and stead stead, with the power to act alone and with full power of substitution and resubstitution, and hereby authorizes and empowers the Company Parties to vote all of the Shareholder Shares at any meeting of the stockholders of the Company and in every written consent in lieu of such Stockholdermeeting, to: (a) attend as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Shareholder. The proxy and power granted by the Shareholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Common Stock and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding the Shareholder Shares. Upon the execution of this Agreement by the Shareholder, the Shareholder hereby revokes any and all GeoMet Stockholders Meetings, (b) vote prior proxies or issue instructions to powers of attorney given by the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents Shareholder with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this AgreementShareholder Shares. The foregoing proxy Shareholder acknowledges and agrees that no subsequent proxies with respect to such Shareholder Shares shall be deemed to be a proxy coupled with an interestgiven, is irrevocable (and as such shall survive and not be affected by the deathif given, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements effective or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and ineffective ab initio. All authority conferred herein shall be terminated binding upon and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute enforceable against any other Person to act hereunder, to revoke any substitution and to file this proxy successors or assigns of the Shareholder and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations transferees of the Stockholder under Section 1.1Shareholder Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Shares (other than pursuant to Section 5.2 of the Voting Agreement), hereby irrevocably constitutes and appoints Parent Acquiror as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead stead, in the event that such Stockholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Stockholder Shares of such Stockholder, to: (a) attend any Stockholder and grant all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares written consents thereto in each case in accordance with the provisions of Section 1.1 Sections 1(a)(i) and (ii) and represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Stockholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)8.13. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Company and each of its officers, as attorney-in-fact the Stockholder's attorney and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions pursuant to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any 14-2-722 of the Georgia Business Corporation Code, with full power of substitution, to vote and all GeoMet Stockholders Meetings and otherwise act (cby written consent or otherwise) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares and the Other Securities, which the Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in connection lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. The Stockholder hereby revokes all other proxies and powers of attorney with any action sought respect to the Shares and the Other Securities that the Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be taken by given or written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable executed (and as such shall survive and not be affected by the deathif given or executed, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated effective) by operation the Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Legal Requirements or the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Stockholder. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with the execution of this Agreement and granted in consideration the Mutual Release of and as an inducement to Buyer and Parent to enter into the APA even date hereof, and that such irrevocable proxy is given to secure the obligations performance of the duties of the Stockholder under Section 1.1this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Voting Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Voting Stockholders Meetings or in connection with any action sought to be taken by written consent of the Voting Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy shall will be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall will survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall will not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunderunder this Agreement, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetCompany. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares. Notwithstanding the foregoing provisions of this Section 1.5, in the event of a Change of Recommendation, all references in this Section 1.5 to the Stockholder’s “Subject Shares” shall be deemed to be references to the Stockholder’s “Committed Restricted Shares.”

Irrevocable Proxy. Each Stockholder Equityholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder Equityholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder Such Equityholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such StockholderEquityholder, for and in the name, place and stead of such StockholderEquityholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Arrow Equityholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such StockholderEquityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings meetings of the Arrow Equityholders or in connection with any action sought to be taken by written consent of the Arrow Equityholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Equityholders or in connection with any action sought to be taken by written consent without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such StockholderEquityholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each Stockholder Such Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetArrow. Each Stockholder Such Equityholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder such Equityholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder The Supporting Holders hereby revokes revoke (or agrees agree to cause to be revoked) any voting proxies that such Stockholder has the Supporting Holders have heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder The Supporting Holders hereby irrevocably appoints Parent and unconditionally appoint STPK, or any other individual designated by STPK with advance written notice to the Supporting Holders, and each individually, as attorney-in-fact and proxy proxy, with full power of substitution, for and on behalf of such Stockholderthe Supporting Holders, for and in the name, place and stead of such Stockholderthe Supporting Holders, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Supporting Holders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Supporting Holders’ Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings meetings of the Supporting Holders or in connection with any action sought to be taken by written consent of the Supporting Holders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Supporting Holders or in connection with any action sought to be taken by written consent of the Supporting Holders without a meeting. Parent agrees not The foregoing proxy is limited solely to exercise the proxy granted herein for any purpose voting of each Supporting Holder’s Subject Shares or taking other than actions with respect thereto solely in order to cause the purposes described Stockholder to perform the covenants set forth in this AgreementSection 1.1 if and to the extent that such Supporting Holder otherwise fails to do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholderany Supporting Holder, as applicable) until the termination of this Agreement pursuant to Section 5.2 and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.2. Each Stockholder authorizes The Supporting Holders authorize such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetSTPK. Each Stockholder The Supporting Holders hereby affirms affirm that the proxy set forth in this Section 1.4 4.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent STPK to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Supporting Holders under Section 1.1. The proxy set forth in this Section 4.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each To secure the Stockholder’s obligation to vote the Subject Shares in accordance with this Agreement, the Stockholder hereby irrevocably appoints Parent Company as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Voting Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Voting Stockholders Meetings or in connection with any action sought to be taken by written consent of the Voting Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Voting Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent Company agrees not to exercise the proxy granted herein in this Agreement for any purpose other than the purposes described in this Agreement. The foregoing proxy shall will be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall will survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall will not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunderunder this Agreement, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetCompany. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares. Notwithstanding the foregoing provisions of this Section 1.5, in the event of a Change of Recommendation, all references in this Section 1.5 to the Stockholder’s “Subject Shares” shall be deemed to be references to the Stockholder’s “Committed Restricted Shares.”

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Stockholder Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead of such Stockholderstead, to: (a) attend any and all GeoMet Stockholders Meetings, meetings of the stockholders of the Company; (b) vote or issue instructions to the record holder to vote, Stockholder Shares of such Stockholder’s Subject Shares Stockholder in accordance with the provisions of Section 1.1 Sections 1(a)(ii) and (iii) at any and all GeoMet Stockholders Meetings such meeting; and (c) grant or withhold, or issue instructions to represent and otherwise act for such Stockholder in the record holder to grant or withhold, in accordance same manner and with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with same effect as if such Stockholder were personally present at any action sought to be taken by written consent without a such meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.15. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Parent of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Parent in this Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably constitutes and appoints Parent as attorney-in-fact Holding and proxy for each of its executive officers, from and on behalf of such Stockholder, for and in after the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) date hereof until the termination earlier to occur of this Agreement the Effective Time and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 10 hereof (at which point such constitution and appointment shall automatically be revoked) as Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with full power of substitution, to vote and otherwise act with respect to all Stockholder's Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters and in the manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Stockholder hereby revokes all other proxies and powers of attorney with respect to all of Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by Stockholder with respect thereto on the matters covered by Section 1.1. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Stockholder and any obligation of Stockholder under this Agreement shall be terminated binding upon the heirs, personal representatives, successors and revoked upon assigns of Stockholder. It is understood and agreed that Holding will not use such termination). Each Irrevocable Proxy unless the Stockholder authorizes such attorney fails to comply with Section 1.1 hereof and proxy to substitute any other Person to act hereunderthat, to revoke any substitution the extent Holding uses such Irrevocable Proxy, it will only vote such Shares with respect to the matters specified in, and to file this proxy and any substitution or revocation in accordance with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this provisions of, Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.11.1 hereof.

Irrevocable Proxy. Each In order to secure Stockholder’s obligations under this Agreement, Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact and proxy for and on behalf fact, with full power of such Stockholdersubstitution, for and in the name, place and stead of such Stockholder, to: to (a) attend any vote the Subject Shares for the matters expressly provided for in this Agreement and all GeoMet Stockholders Meetings, (b) vote execute and deliver all written consents, conveyances and other instruments or issue instructions documents appropriate or necessary to effect the record holder matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to vote, such it hereunder at any time Stockholder fails to comply with the provisions of this Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s Subject Shares obligations. Such proxies and powers shall be irrevocable and shall survive death, incompetency, disability or bankruptcy of Stockholder. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 1.1 at 212(e) of the DGCL. Upon the execution of this Agreement, Stockholder hereby revokes any and all GeoMet Stockholders Meetings prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Shares on the matters referred to in Section 3 and (c) Stockholder agrees to not grant any subsequent proxies or withhold, enter into any agreement or issue understanding with any Person to vote or give voting instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection any manner inconsistent with any action sought to be taken by written consent without a meetingthe terms of this irrevocable proxy until after the Expiration Date. Stockholder understands and acknowledges that Parent agrees not to exercise is entering into the proxy granted herein for any purpose other than the purposes described Merger Agreement in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (reliance upon Stockholder’s execution and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination delivery of this Agreement and shall not be terminated by operation Stockholder’s granting of Legal Requirements or upon the occurrence of any other event other than the termination of proxy contained in this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth granted in this Section 1.4 4 is given in connection with and granted in consideration the execution of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement, and that such proxy is given to secure the obligations performance of the duties of Stockholder under Section 1.1this Agreement.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each In the event and to the extent that the Stockholder hereby fails to vote the Subject Shares in accordance with Section 1.1, the Stockholder shall be deemed to have irrevocably appoints granted to, and appointed, Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Company Stockholders, with respect to any of the matters specified in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Company Stockholders Meetings or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting. Parent Xxxxxx agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetCompany. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent, Merger Sub and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder constitutes and appoints Parent and each of its current and future executive officers, and each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitution, to vote and otherwise act with respect to all of such Stockholder’s Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters specified in, and in accordance and consistent with the manner specified in Section 1.1. THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF HIS/HER/ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting all other proxies that such Stockholder has heretofore granted and powers of attorney with respect to all of such Stockholder’s Subject SharesShares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1.1. Each All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any particular Stockholder, and any obligation of such Stockholder hereby irrevocably appoints Parent as attorney-in-fact under this Agreement shall be binding upon the heirs, personal representatives, successors and proxy for and on behalf assigns of such Stockholder. It is agreed that Parent will only vote, for and or act by written consent in the name, place and stead lieu of such Stockholder, a meeting or otherwise with respect to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares with respect to the matters specified in, and in accordance with the provisions of of, Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1hereof.

Irrevocable Proxy. Each (a) Except with respect to any agreement set forth on Section 2.2 of the Company Disclosure Schedule (each, as may be amended from time to time), the Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably irrevocably, but subject to the terms of this Agreement and only (i) until the Expiration Time, at which time this proxy shall automatically be revoked, and (ii) with respect the Subject Shares, appoints Parent Orion, and any individual designated in writing by Orion, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: to (in each case, solely if and to the extent that the Stockholder first fails to vote or consent after being given a reasonable opportunity to do so, or attempts to vote or consent in a manner inconsistent with, the provisions of Section 1.1): (a) attend any and all GeoMet meetings of the Company Stockholders Meetingsto the extent such meeting is called with respect to the matters specified in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent Orion agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in Section 1.1 of this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination earlier to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Section 9 thereof or otherwise, or (c) upon mutual written agreement of the parties to terminate this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such terminationor this Section 1.4(a). Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetOrion. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.4(a) is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Orion to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4(a) is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each Stockholder hereby irrevocably constitutes and appoints each of Xxxxx Xxxx, Ezra Field and Parent, during the period commencing on the date hereof and continuing until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement in accordance with its terms, as his, her or its attorney and proxy pursuant to the provisions of Section 212(c) of the Delaware General Corporation Law ("DGCL"), with full power of substitution, to vote and otherwise act with respect to the Shares which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) on, and only on, the matters described in Section 1.1 and to execute and deliver any and all consents, instruments or other agreements or documents in order to take any and all such actions required to be taken by Stockholder as set forth in this Agreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE, AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting all other proxies that such Stockholder has heretofore granted and powers of attorney with respect to such Stockholder’s Subject Shares's Shares that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of a Stockholder and any obligation of such Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder, and shall not terminate until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact authorizes all that each such proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions intended to the record holder to vote, such Stockholder’s Subject Shares be irrevocable in accordance with the provisions of Section 1.1 at 212(e) of the Delaware General Corporation Law. Each Stockholder represents, severally as to itself and not jointly, that any proxies heretofore given in respect of such Stockholder's Shares or any other voting securities of the Company are not irrevocable and hereby revokes any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents previous proxies with respect to the Subject Shares in connection with or any action sought to be taken by written consent without a meeting. Parent agrees not to exercise other voting securities of the proxy granted herein for any purpose other than the purposes described in this AgreementCompany. The foregoing Stockholders acknowledge and agree that any proxy shall be deemed holder may vote the Shares at the Special Meeting. Notwithstanding anything herein to be a proxy coupled with an interestthe contrary, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements apply or upon in any way bind or restrict The Sid and Xxxxx Xxxxx Foundation or the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 Foundation Shares (and shall be terminated and revoked upon such terminationas defined in Exhibit A). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Company Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Company Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMetthe Company. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent the Company, and any individual designated in writing by it, as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to, in each case, solely to the extent that the Stockholder is the holder of record on any applicable record date: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Nivalis Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of the Nivalis Stockholders Meetings or in connection with any action sought to be taken by written consent of the Nivalis Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Nivalis Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the earlier of (i) April 18, 2018, (ii) termination of this Agreement the Merger Agreement, and (iii) the Transfer of the Subject Shares pursuant to Section 1.6 hereof and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetNivalis. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Miragen as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of Signal Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of Signal Stockholders Meetings or in connection with any action sought to be taken by written consent of Signal Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Signal Stockholders or in connection with any action sought to be taken by written consent of Signal Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Miragen agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetSignal. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Miragen to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent the Company, and the Chief Executive Officer, Chief Financial Officer and General Counsel of the Company, as attorney-in-fact and proxy proxy, for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of the Parent Stockholders Meetingsheld for matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of the Parent Stockholders Meetings or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, solely in accordance with furtherance of the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Parent Stockholders or in connection with any action sought to be taken by written consent of the Parent Stockholders without a meeting. Parent The Company agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each In furtherance of the agreements contained in Section 3 of this Agreement, for the duration of the Agreement Period the Voting Stockholder hereby irrevocably grants to and appoints Parent and each of the executive officers of Parent, in their respective capacities as officers of Parent, as the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Voting Stockholder’s proxy and attorney-in-fact and proxy for and on behalf (with full power of such Stockholdersubstitution), for and in the name, place and stead of such the Voting Stockholder, to: (a) attend any and to vote all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with beneficially owned by the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withholdVoting Stockholder that are outstanding from time to time, or issue instructions to the record holder to grant or withhold, withhold a consent or approval in accordance with the provisions respect of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought and to be taken by written consent without execute and deliver a meeting. Parent agrees not proxy to exercise vote the proxy granted herein for any purpose other than the purposes described in this AgreementSubject Shares. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Voting Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (11(d) hereof. The Voting Stockholder represents and shall be terminated warrants to Parent that all proxies heretofore given in respect of the Subject Shares are not irrevocable and that all such proxies have been properly revoked upon such termination)or are no longer in effect as of the date hereof. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each The Voting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 5 is given by the Voting Stockholder in connection with with, and granted in consideration of and as an inducement to Buyer and to, Parent to enter entering into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the Voting Stockholder under Section 1.13 of this Agreement. Parent covenants and agrees with the Voting Stockholder that Parent will exercise the foregoing proxy consistent with the provisions of Section 3 of this Agreement.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Lumos as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of NewLink Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of NewLink Stockholders Meetings or in connection with any action sought to be taken by written consent of NewLink Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of NewLink Stockholders or in connection with any action sought to be taken by written consent of NewLink Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Lumos agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetNewLink. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Lumos to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each The Stockholder hereby irrevocably appoints grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution and proxy for and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such the Stockholder, to: (a) attend any to vote the Shares of the Stockholder, or grant a consent or approval in respect of the Shares of the Stockholder in a manner consistent with Section 1.2. The Stockholder understands and all GeoMet Stockholders Meetings, (b) vote or issue instructions to acknowledges that Parent is entering into the record holder to vote, such Merger Agreement in reliance upon the Stockholder’s Subject Shares in accordance with the provisions execution and delivery of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder agrees that this proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by during the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable proxy and given to Parent as an inducement to enter into the Merger Agreement and, to the extent permitted under applicable law, shall not be terminated valid and binding on any person to whom a Stockholder may transfer any of his, her or its Shares in breach of this Agreement. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by operation virtue hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Legal Requirements or the Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns of any other event other than the Stockholder. Notwithstanding anything to the contrary herein, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.14 hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Molecular as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Threshold Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Threshold Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with at any action sought to be taken by written consent without a meetingand all meetings of Threshold Stockholders. Parent Molecular agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetThreshold. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Molecular to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder The Equityholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder the Equityholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Stockholder The Equityholder hereby irrevocably appoints Parent PTI, and any individual designated in writing by PTI, as attorney-in-fact and proxy for and on behalf of such Stockholderthe Equityholder, for and in the name, place and stead of such Stockholderthe Equityholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Holdings Equityholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholdervote the Equityholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings meetings of Holdings Equityholders or in connection with any action sought to be taken by written consent of Holdings Equityholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Holdings Equityholders or in connection with any action sought to be taken by written consent without a meeting. Parent PTI agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy proxy: (x) shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholderthe Equityholder, as applicable) until the termination of this Agreement and pursuant to Section 4.2; (y) shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 4.2; and (z) shall revoke any and all prior proxies or powers of attorney granted by the Equityholder and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be terminated and revoked upon such termination)effective) by the Equityholder with respect thereto. Each Stockholder The Equityholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetHoldings and/or the Company, as applicable. Each Stockholder The Equityholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent PTI to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Equityholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Sellas as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Galena Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Galena Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with at any action sought to be taken by written consent without a meetingand all meetings of Galena Stockholders. Parent Sellas agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement the Plan of Merger and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetGalena. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Sellas, Holdings I, Holdings II and Parent Merger Sub to enter into the APA Plan of Merger and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Innovate as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of Monster Stockholders Meetings, held for the matters addressed in Section 1.1; (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of Monster Stockholders Meetings or in connection with any action sought to be taken by written consent of Monster Stockholders without a meeting; and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Monster Stockholders or in connection with any action sought to be taken by written consent of Monster Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Innovate agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetMonster. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent Innovate to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder constitutes and appoints Parent and each of its executive officers, and each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitution, to vote and otherwise act with respect to all of such Stockholder’s Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters specified in, and in accordance and consistent with the manner specified in Section 1.1. THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF HIS/HER/ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting all other proxies that such Stockholder has heretofore granted and powers of attorney with respect to all of such Stockholder’s Subject SharesShares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1.1. Each All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any particular Stockholder, and any obligation of such Stockholder hereby irrevocably appoints Parent as attorney-in-fact under this Agreement shall be binding upon the heirs, personal representatives, successors and proxy for and on behalf assigns of such Stockholder. It is agreed that Parent will only vote, for and or act by written consent in the name, place and stead lieu of such Stockholder, a meeting or otherwise with respect to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares with respect to the matters specified in, and in accordance with the provisions of of, Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1hereof.

Irrevocable Proxy. Each The Atairos Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder it has heretofore granted with respect to such Stockholder’s Subject its Atairos Owned Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent Acquiror as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholderits behalf, for and in the Atairos Stockholder’s name, place and stead stead, solely in the event that the Atairos fails to comply in any material respect with its obligations hereunder in a timely manner, to vote the Atairos Owned Shares of such Stockholderthe Atairos Stockholder and grant all written consents thereto, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in each case in accordance with the provisions of Section 1.1 1 and represent and otherwise act for the Atairos Stockholder in the same manner and with the same effect as if the Atairos Stockholder were personally present at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5. Each The Atairos Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and attorney-in-fact to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each The Atairos Stockholder hereby affirms that that, subject to the last sentence of this Section 10, the irrevocable proxy set forth in this Section 1.4 10 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Buyer and Parent to enter into the APA Business Combination Agreement and that such irrevocable proxy is given to secure the obligations of the Atairos Stockholder under this Agreement. The irrevocable proxy set forth in this Section 1.110 is executed and intended to be irrevocable, subject to the last sentence of this Section 10. The Atairos Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Acquiror in this Agreement. The proxy set forth in this Section 10 shall be automatically revoked upon the Termination Date.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Stockholder Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent the Investor as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead of such Stockholderstead, to: (a) attend any and all GeoMet meetings of the stockholders of the Company, including the Stockholders MeetingsMeeting, including adjournments or postponements thereof; (b) vote or issue instructions to the record holder to vote, Stockholder Shares of such Stockholder’s Subject Shares Stockholder in accordance with the provisions of Section 1.1 1(a)(ii) and Section 1(a)(iii) at any and all GeoMet Stockholders Meetings such meeting; and (c) grant or withhold, or issue instructions to represent and otherwise act for such Stockholder in the record holder to grant or withhold, in accordance same manner and with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with same effect as if such Stockholder were personally present at any action sought to be taken by written consent without a such meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)6.15. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by the Investor of and as an inducement to Buyer and Parent to enter into the APA Investment Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to the Investor in this Agreement.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees to cause to be revoked) any voting proxies that that, during the Restricted Period, such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Holder hereby irrevocably appoints Parent the Company or any individual designated by the Company as such Holder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHolder, to: to vote (aor cause to be voted) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHolder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Shares, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to the Subject Shares at any Stockholder Meeting, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than stockholders of the purposes described in this AgreementBuyer. The foregoing proxy shall be deemed to be power of attorney granted by each Holder hereunder is a proxy durable power of attorney coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Stockholder, Covered Shares to grant to the Company or any individual designated by the Company a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Agreement. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with law to support an irrevocable proxy, and is granted in consideration of and as an inducement to Buyer and Parent to enter the QualTek Parties entering into the APA and that such Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy is given to secure the obligations set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement in accordance with Section 5. The vote of the Stockholder under proxyholder in accordance with this Section 1.11.2 shall control in any conflict between the vote by the proxyholder of any Holder’s Covered Shares in accordance with this Section 1.2 and a vote by the applicable Holder of such Holder’s Covered Shares.

Irrevocable Proxy. Each In the event a Stockholder hereby revokes shall fail (whether willfully, negligently or agrees inadvertently) to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance comply with the provisions of Section 1.1 at 1.01 hereof as determined by Oak Hill in its reasonable judgment (a "Defaulting Stockholder"), such Stockholder agrees that such failure shall constitute, without any further action by such Stockholder, the irrevocable appointment of Oak Hill, until termination of this Agreement, as such Stockholder's attorney and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions proxy pursuant to the record holder to grant or withhold, in accordance with the provisions of Section 1.1615 of the Maine Business Corporation Act, all with full power of substitution, to vote, and otherwise act (by written consents consent or otherwise) with respect to the Subject Shares which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or unanimous consent in connection lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01 hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder hereby revokes all other proxies and powers of attorney with respect to the Shares which such Stockholder may have heretofore appointed or granted to the extent any action sought such proxy conflicts with the proxy granted hereunder, and with respect to the revocation made concerning Shares beneficially owned by Xx. Xxxxx, to the extent this Agreement requires, ING expressly acknowledges and agrees to such revocation; provided that, subject to Article III, such acknowledgment and agreement shall in no way alter any existing or future rights of ING with respect to the pledge of Class A Common Stock and Common Stock granted to it by Xx. Xxxxx. No subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be taken by written consent without conferred shall survive the death or incapacity of each Stockholder and any obligation of a meetingStockholder under this Agreement shall be binding upon the heirs, personal representatives and successors of such Stockholder (subject, however, to the proviso set forth in Section 4.03 hereof). Parent agrees not Oak Hill may effect its rights to exercise the proxy granted herein for pursuant to this Section 1.02 without notice to any purpose other than Defaulting Stockholder, and the purposes described Company shall accept any such proxy delivered to the Company by Oak Hill with respect to a vote or stockholder action referred to in this Agreement. The foregoing Section 1.01 and such proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected override any purported vote or action by the death, incapacity, mental illness or insanity of such relevant Defaulting Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead of such Stockholderstead, to: (a) attend any and all GeoMet Stockholders Meetings, meetings of the stockholders of the Company; (b) vote or issue instructions to the record holder to vote, Shares of such Stockholder’s Subject Shares Stockholder in accordance with the provisions of Section 1.1 clause (A) of each of Sections 1(a)(ii) and (iii) at any and all GeoMet Stockholders Meetings such meeting; and (c) grant represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any such meeting; provided, however, that the foregoing proxy shall only be permitted to be exercised by Parent or withhold, any designee or issue instructions representative thereof as to any Stockholder in the record holder event of a failure by such Stockholder to grant or withhold, act in accordance with the provisions of such Stockholder’s obligations as to voting pursuant to Section 1.11(a) (by submitting a duly completed proxy statement, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other card or broker voting instruction card, as applicable) no later than the purposes described fifth Business Day prior to any meeting of the stockholders of the Company referred to in this Agreement. Section 1(a)(i) .. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.15. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Parent of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Parent in this Agreement.

Irrevocable Proxy. Each Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby revokes appoint Parent and any of its designees with full power of substitution and resubstitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted otherwise does not perform his, her or its obligations under this Agreement, with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents solely with respect to the Subject Shares matters set forth in connection with any action sought Section 1 hereof. Stockholder intends this proxy to be taken irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by written consent without a meetingStockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Parent The irrevocably proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder hxxxxx agrees not to exercise grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the proxy granted herein for any purpose other than matters set forth in Section 1 until after the purposes described in this AgreementExpiration Date. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, Parent, First Merger Sub and Parent Second Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each The Stockholder hereby revokes (or and agrees to take all actions necessary (to the extent this Agreement is insufficient) to cause to be revoked)) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Company Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 2.1 at any and all GeoMet meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.12.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 2.5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Acquisition Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.12.1. The proxy set forth in this Section 2.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5.2.

Irrevocable Proxy. Each At all times during the Support Period, (i) each such Stockholder hereby revokes grants to Parent (or agrees to cause to be revokedand any designee of Parent) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably a proxy (and appoints Parent or any such designee of Parent as its attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (afact) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, and to exercise all voting and consent rights of such Stockholder’s Stockholder with respect to, the Subject Shares owned beneficially or of record by such Stockholder (including, without limitation, the power to execute and deliver written consents) in accordance with Section 3(a) at any annual, special, adjourned or postponed meeting of stockholders of the Company at which any of the transactions, actions or proposals contemplated by Section 3(a) are or will be considered and in every written consent in lieu of such meeting and (ii) such proxy and appointment shall (A) be irrevocable in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings 212(e) of DGCL, (B) be coupled with an interest, and (cC) survive the dissolution, bankruptcy or other incapacity of such Stockholder as well as the death, bankruptcy or other incapacity of such Stockholder; provided, that any grant of such proxy shall only entitle Parent or withholdits designee to vote on the matters specified by Section 3(a), or issue instructions and each Stockholder shall retain the authority to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, vote on all written consents other matters. Each Stockholder hereby revokes any proxy previously granted by such Stockholder with respect to the Subject Shares of such Stockholder. Each Stockholder hereby represents that any proxies heretofore given in connection with any action sought to be taken by written consent without a meeting. Parent respect of such Stockholder’s Subject Shares, if any, are revocable, and hereby revokes all such proxies, and that such Stockholder agrees not to exercise grant any subsequent proxies with respect to such Subject Shares at any time during the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed Support Period, except to be a proxy coupled comply with an interestits, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness his or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to her obligations under Section 4.2 (and shall be terminated and revoked upon such termination3(a). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 3(c), if it becomes effective, is given in connection with and granted in consideration the execution of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement, and that such irrevocable proxy is given to secure the obligations performance of the duties of such Stockholder under Section 1.1this Support Agreement. Each Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Support Agreement.

Irrevocable Proxy. Each Stockholder Shareholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares in respect of which such Shareholder is the beneficial holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the termination of this Agreement. Upon the execution of this Agreement by such Shareholder, such Shareholder hereby revokes (any and all prior proxies or agrees to cause to be revoked) any voting proxies that powers of attorney given by such Stockholder has heretofore granted Shareholder with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact voting of the Shares on the matters referred to in Section 1 and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder agrees not to grant any subsequent proxies or withhold, in accordance with the provisions powers of Section 1.1, all written consents attorney with respect to the Subject voting of the Shares on the matters referred to in connection with any action sought to be taken by written consent without a meetingSection 1 until after the Expiration Date. Each Shareholder understands and acknowledges that Parent agrees not to exercise is entering into the proxy granted herein for any purpose other than Merger Agreement in reliance upon the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (Shareholder’s execution and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination delivery of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Proxy. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Shareholder hereby affirms that the proxy set forth in this Section 1.4 Proxy is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter entering into the APA Merger Agreement and incurring related fees and expenses, and that such proxy Proxy is given to secure the obligations performance of the Stockholder duties of such Shareholder under Section 1.1this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the Proxy is coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, and (ii) ratifies and confirms that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Shareholder. Notwithstanding any other provisions of this Agreement, the Proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Threshold as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Molecular Stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Molecular Stockholders Meetings or in connection with any action sought to be taken by written consent of Molecular Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Molecular Stockholders or in connection with any action sought to be taken by written consent of Molecular Stockholders without a meeting. Parent Threshold agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetMolecular. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Threshold and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably constitutes and appoints Parent Kevin C. Clark as his or its attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions pursuant xx xxx xxxxxxions of Section 1.1 at any 212(c) of the DGCL, with full power of substitution, to vote and all GeoMet Stockholders Meetings and otherwise act (cby written consent or otherwise) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares which such Stockholder is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not at an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on, and only on, the matters described in Section 1.1 and to duly execute and deliver any and all consents, instruments or other agreements or documents in order to take any and all such actions in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise or in furtherance of the proxy granted herein for any purpose other than the purposes described obligations of such Stockholder set forth in this Agreement. The foregoing Each Stockholder intends that the proxy granted hereby shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of interest pursuant to this Agreement and that such proxy, therefore, shall not be terminated by operation of Legal Requirements or upon irrevocable so long as this Section 1.2 remains in effect pursuant to the occurrence of any other event other than the termination terms of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMetAgreement. Each Stockholder hereby affirms revokes all other proxies and powers of attorney with respect to such Stockholder's Shares that it heretofore may have appointed or granted with respect to matters described in Section 1.1, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the proxy set forth in this Section 1.4 is given in connection with death or incapacity of a Stockholder and granted in consideration any obligation of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Units and agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder that, during the Restricted Period, Holder hereby irrevocably appoints Parent the Buyer or any individual designated by the Buyer as Holder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHolder, to: to vote (aor cause to be voted) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHolder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Units, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to the Subject Shares at any Unitholder Meeting, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than unitholders of the purposes described in this Agreement[Company // Blocker]. The foregoing proxy shall be deemed to be power of attorney granted by Holder hereunder is a proxy durable power of attorney coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of Holder. With respect to Covered Units as to which Holder is the beneficial owner but not the holder of record, Holder shall cause any holder of record of such Stockholder, Covered Units to grant to the Buyer or any individual designated by the Buyer a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve Holder from any liability hereunder for failing to comply with the terms of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Agreement. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with law to support an irrevocable proxy, and is granted in consideration of and as an inducement to the Buyer and Parent to enter entering into the APA and that such Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy is given to secure the obligations set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement in accordance with Section 4. The vote of the Stockholder under proxyholder in accordance with this Section 1.11.2 shall control in any conflict between the vote by the proxyholder of Holder’s Covered Units in accordance with this Section 1.2 and a vote by Holder of Holder’s Covered Units.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees In order to cause secure each Shareholder’s obligation to be revoked) any voting proxies that vote such Stockholder has heretofore granted with respect to such Stockholderholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any this Agreement, each Shareholder hereby appoints the person serving from time to time as the Chief Executive Officer of the Company and the person serving from time to time as the Chairman of the Board (or if the Chairman of the Board is the same person as the Chief Executive Officer, the Secretary of the Company) (each, a “Proxyholder”) as such Shareholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all GeoMet Stockholders Meetings of such holder’s Shares for the election and/or removal of directors solely as expressly provided for in this Agreement or the increase of authorized shares of Common Stock pursuant to and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the terms and provisions of Section 1.12 (collectively, the “Applicable Terms”), and each Shareholder hereby authorizes each of them to represent and vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the Applicable Terms, all written consents of such Shareholder’s Shares in favor of the election of persons as members of the Board as determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares of Common Stock pursuant to and in accordance with the terms and provisions of Section 2 or to take any action necessary to effect Section 2. Each Proxyholder may exercise the irrevocable proxy granted to him or her hereunder at any time such holder fails to comply with the provisions of this Agreement. The proxies and powers granted by each holder pursuant to this Section 4.2 are coupled with an interest and are given to secure the performance of such holder’s obligations under this Agreement. Such proxies and powers will be irrevocable for the term of this Agreement and will survive the death, incompetence or disability of such holder and the respective holders of their Shares. The proxy granted hereunder shall terminate automatically and shall be of no further force and effect upon termination pursuant to Section 5 below. Each party hereto hereby represents that this Agreement has been duly authorized, executed and delivered by such party. Each Shareholder party hereto hereby represents that this Agreement (a) constitutes the valid and binding obligation of such party, enforceable in accordance with its terms and (b) such party is not party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement. Each Shareholder party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of hereafter, unless and until this Agreement terminates or expires pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy 5, purport to substitute grant any other Person proxy or power of attorney with respect to act hereunderany of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to revoke vote, grant any substitution and proxy or give instructions with respect to file this proxy and the voting of any substitution or revocation of the Shares, in each case, with respect to any of the secretary of GeoMet. Each Stockholder hereby affirms that the proxy matters set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1herein.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees to cause to be revoked) any voting proxies that that, during the Restricted Period, such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Holder hereby irrevocably appoints Parent the Company or any individual designated by the Company as such Hxxxxx’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHxxxxx, to: to vote (aor cause to be voted) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHxxxxx’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Shares, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to the Subject Shares at any Stockholder Meeting, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than the purposes described in this Agreementstockholders of Rxxx XX. The foregoing proxy shall be deemed to be power of attorney granted by each Holder hereunder is a proxy durable power of attorney coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of each such Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Stockholder, Covered Shares to grant to the Company or any individual designated by the Company a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Agreement. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with law to support an irrevocable proxy, and is granted in consideration of and as an inducement to Buyer and Parent to enter the Company entering into the APA and that such Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy is given to secure the obligations set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement in accordance with Section 5. The vote of the Stockholder under proxyholder in accordance with this Section 1.11.2 shall control in any conflict between the vote by the proxyholder of any Holder’s Covered Shares in accordance with this Section 1.2 and a vote by the applicable Holder of such Hxxxxx’s Covered Shares.

Irrevocable Proxy. Each Stockholder constitutes and appoints Parent and each of its executive officers, and each of them individually, as such Stockholder’s attorney-in-fact, agent and proxy (such constitution and appointment, the “Irrevocable Proxy”), with full power of substitution and resubstitution, to vote and otherwise act with respect to all of such Stockholder’s Shares at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), and in any action by written consent of the stockholders of the Company, on the matters specified in, and in accordance and consistent with the manner specified in Section 1.1. THE PROXY AND POWER OF ATTORNEY GRANTED HEREBY BY EACH STOCKHOLDER ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting all other proxies that such Stockholder has heretofore granted and powers of attorney with respect to all of such Stockholder’s Subject SharesShares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto on the matters covered by Section 1.1. Each All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for any obligation of such Stockholder under this Agreement shall be binding upon the heirs, personal representatives, successors and on behalf assigns of such Stockholder. It is agreed that Parent will only vote, for and or act by written consent in the name, place and stead lieu of such Stockholder, a meeting or otherwise with respect to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares with respect to the matters specified in, and in accordance with the provisions of of, Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1hereof.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Parent, and the Chief Executive Officer, Chief Financial Officer and General Counsel of Parent, as attorney-in-fact and proxy proxy, for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of the Company Stockholders Meetingsheld for matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such vote the Stockholder’s Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of the Company Stockholders Meetings or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, solely in accordance with furtherance of the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of the Company Stockholders or in connection with any action sought to be taken by written consent of the Company Stockholders without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes expressly described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetParent. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Subject to the final sentence of this Section 6, by execution of this Agreement, Stockholder does hereby revokes appoint Parent and any of its designees with full power of substitution and re-substitution, as Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of Stockholder’s rights with respect to the Shares or New Shares, to vote and exercise all voting and related rights, including the right to sign Stockholder’s name (solely in its capacity as a stockholder) to any stockholder consent, if Stockholder is unable to perform or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted otherwise does not perform his, her or its obligations under this Agreement, with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents solely with respect to the Subject Shares matters set forth in connection with any action sought Section 1 hereof. Stockholder intends this proxy to be taken irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by written consent without a meetingStockholder with respect to the Shares or New Shares and represents that none of such previously-granted proxies are irrevocable. Parent The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of Stockholder and the obligations of Stockholder shall be binding on Stockholder’s heirs, personal representatives, successors, transferees and assigns. Stockholder xxxxxx agrees not to exercise grant any subsequent powers of attorney or proxies with respect to any Shares or New Shares with respect to the proxy granted herein for any purpose other than matters set forth in Section 1 until after the purposes described in this AgreementExpiration Date. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with and granted in consideration of and as an inducement to Buyer the Company, Parent, First Merger Sub and Parent Second Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Shares (other than pursuant to Section 5.2 of the Voting Agreement), hereby irrevocably constitutes and appoints Parent Acquiror as attorney-in-fact and proxy for the purposes of complying with the obligations hereunder in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead stead, in the event that such Stockholder fails to comply in any material respect with his, her or its obligations hereunder in a timely manner, to vote the Stockholder Shares of such Stockholder, to: (a) attend any Stockholder and grant all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares written consents thereto in each case in accordance with the provisions of Section 1.1 Sections 1(a)(i) and (ii) and represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to meeting held for the record holder to grant or withhold, in accordance with purpose of voting on the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreementforegoing. The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and and, with respect to any Stockholder that is an individual, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)7.13. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Acquiror of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Acquiror in this Agreement.

Irrevocable Proxy. Each Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby revokes (or agrees to cause to be revoked) appoint the Company and any voting proxies that such Stockholder has heretofore granted of its designees with respect to full power of substitution and resubstitution, as such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact true and proxy for lawful attorney and on behalf irrevocable proxy, to the fullest extent of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents rights with respect to the Subject Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares solely with respect to the matters set forth in connection with any action sought Section 1 [(b)]1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be taken by submitted), provided the Stockholder has received information regarding the meeting or request for written consent without a meetingat least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Parent agrees not to exercise the Each Stockholder intends this proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy irrevocable and coupled with an interestinterest hereunder until the Expiration Date, is irrevocable (hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and as such shall survive and not be affected by the death, incapacity, mental illness or insanity represents that none of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)previously-granted proxies are irrevocable. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 6 is given in connection with with, and granted in consideration of of, and as an inducement to Buyer the Company, Homology and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.11. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Section 6 with respect to such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Opexa as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of Acer Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of Acer Stockholders Meetings or in connection with any action sought to be taken by written consent of Acer Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Acer Stockholders or in connection with any action sought to be taken by written consent of Acer Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Opexa agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetAcer. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Opexa and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each In the event and to the extent that the Stockholder hereby fails to vote the Subject Shares in accordance with Section 1.1, the Stockholder shall be deemed to have irrevocably appoints granted to, and appointed, Parent as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Company Stockholders, with respect to any of the matters specified in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Company Stockholders Meetings or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetCompany. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent, Merger Sub and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each Such Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each Such Stockholder hereby irrevocably appoints Parent and any designee of Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of the Company’s stockholders, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, vote such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 4.1 at any and all GeoMet Stockholders Meetings meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent of the Company’s stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.14.1, all written consents with respect to the Subject Shares at any and all meetings of the Company’s stockholders or in connection with any action sought to be taken by written consent without a meeting, provided, however, the foregoing shall only be effective if (x) such Stockholder fails to tender such Stockholder’s Subject Shares pursuant to Section 1.1 above or (y) a Tail Event occurs. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable in accordance with the provisions of Section 212(e) of the DGCL (and and, without limiting the foregoing, as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination later to occur of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of the Merger Agreement or the termination of such Stockholder’s obligations under this Agreement Section 4.5 pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.2. Each Such Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMetthe Company. Each Such Stockholder hereby affirms that the proxy set forth in this Section 1.4 4.5 is given in connection with and granted in consideration of and as an inducement to Buyer Parent and Parent the Purchaser to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.14.1. Upon delivery of written request to do so by Parent, each such Stockholder shall as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of the irrevocable proxy set forth in this Section 4.5.

Irrevocable Proxy. Each Stockholder Holder hereby revokes (any and all other proxies, consents or powers of attorney in respect of any Covered Shares and agrees to cause to be revoked) any voting proxies that that, during the Restricted Period, such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder Holder hereby irrevocably appoints Parent Acquiror or any individual designated by Acquiror as such Holder’s agent, attorney-in-fact and proxy for (with full power of substitution and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such StockholderHolder, to: to vote (aor cause to be voted) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such StockholderHolder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdCovered Shares, in accordance with the provisions of manner set forth in Section 1.1, all written consents with respect to the Subject Shares at any Stockholder Meeting, however called, or in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise of the proxy granted herein for any purpose other than stockholders of the purposes described in this AgreementCompany. The foregoing proxy shall be deemed to be power of attorney granted by each Holder hereunder is a proxy durable power of attorney coupled with an interest, is irrevocable (interest and as such shall survive and not be affected by the death, incapacity, mental illness illness, bankruptcy, dissolution or insanity other inability to act of any Holder. With respect to Covered Shares as to which any Holder is the beneficial owner but not the holder of record, such Holder shall cause any holder of record of such Stockholder, Covered Shares to grant to Acquiror or any individual designated by Acquiror a proxy to the same effect as applicable) until that described in this Section 1.2. The exercise of the termination foregoing proxy shall not relieve any Holder from any liability hereunder for failing to comply with the terms of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)Agreement. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder Holder hereby affirms that the proxy set forth in this Section 1.4 1.2 is given irrevocable, is coupled with an interest sufficient in connection with law to support an irrevocable proxy, and is granted in consideration of and as an inducement to Buyer and Parent to enter Acquiror entering into the APA and that such Business Combination Agreement; provided, that, for the avoidance of doubt, the proxy is given to secure the obligations set forth in this Section 1.2 shall terminate automatically upon termination of this Agreement in accordance with Section 5. The vote of the Stockholder under proxyholder in accordance with this Section 1.11.2 shall control in any conflict between the vote by the proxyholder of any Holder’s Covered Shares in accordance with this Section 1.2 and a vote by the applicable Holder of such Hxxxxx’s Covered Shares.

Irrevocable Proxy. Each If a Stockholder hereby revokes (or agrees fails to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance comply with the provisions of Section 1.1 at 1.01, such Stockholder hereby agrees that such failure shall result, without any and all GeoMet Stockholders Meetings and (c) grant or withholdfurther action by such Stockholder, or issue instructions to effective as of the record holder to grant or withholddate of such failure, in accordance the constitution and appointment of Xxxxx Xxxxxxx and Xxxxx Xxxxxxxxx, and each of them, from and after the date of such failure until the Termination Date (at which point such constitution and appointment shall automatically be revoked) as such Stockholder's attorney, agent and proxy (such constitution and appointment, the "Irrevocable Proxy"), with the provisions full power of Section 1.1substitution, all written consents to vote and otherwise act with respect to all such Stockholder's Shares at any meeting of the Subject Shares stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and in connection with any action sought to be taken by written consent without a meetingof the stockholders of the Company, on the matters and in the manner specified in Section 1.01. Parent agrees Without limiting the foregoing, in any such vote or other action pursuant to such proxy, neither Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx nor any other person listed in the immediately preceding sentence shall in any event have the right (and such proxy shall not confer the right) to exercise vote against the proxy granted herein for any purpose other than transactions contemplated by the purposes described in this Purchase Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interestTHIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, is irrevocable (and as such shall survive and not be affected by the deathTO THE EXTENT PERMITTED UNDER APPLICABLE LAW, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMetSHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby affirms revokes all other proxies and powers of attorney with respect to all such Stockholder's Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given (and if given, shall not be effective) by such Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the proxy set forth in this Section 1.4 is given in connection with death or incapacity of such Stockholder and granted in consideration any obligation of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1this Agreement shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder The Shareholder hereby irrevocably appoints Parent grants to, and appoints, MathStar and any designee of MathStar, and each of them individually, as the Shareholder’s proxy and attorney-in-fact (with full power of substitution and proxy for and on behalf of such Stockholderresubstitution), for and in the name, place and stead of such Stockholderthe Shareholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) to vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with of the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withholdShareholder, or issue instructions to grant a consent or approval in respect of the record holder to grant or withhold, Shares of the Shareholder in accordance a manner consistent with Section 1.2. The Shareholder understands and acknowledges that MathStar is entering into the provisions Merger Agreement in reliance upon the Shareholder’s execution and delivery of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.3 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder agrees that this proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by during the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination term of this Agreement and is coupled with an interest sufficient at law to support an irrevocable proxy and given to MathStar as an inducement to enter into the Merger Agreement and, to the extent permitted under applicable law, shall not be terminated valid and binding on any person to whom the Shareholder may transfer any of his, her or its Shares in breach of this Agreement. The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by operation virtue hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of Legal Requirements or the Shareholder, and any obligation of the Shareholder under this Agreement shall be binding upon the occurrence heirs, personal representatives, successors and assigns of any other event other than the Shareholder. Notwithstanding anything to the contrary herein, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.14 hereof.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent GeoMet as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent GeoMet agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent GeoMet to enter into this Agreement and to submit the APA Transactions for adoption by GeoMet’s stockholders and that such proxy is given to secure the obligations of the Stockholder under Section 1.1.

Irrevocable Proxy. Each In order to secure Stockholder’s obligations under this Agreement, Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent (the “Proxy”) as its true and lawful proxy and attorney-in-fact and proxy for and on behalf fact, with full power of such Stockholdersubstitution, for and in the name, place and stead of such Stockholder, to: to (a) attend any and all GeoMet Stockholders Meetings, (bx) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares for the matters expressly provided for in accordance this Agreement and (y) execute and deliver all written consents, conveyances and other instruments or documents appropriate or necessary to effect the matters expressly provided for in this Agreement. The Proxy may exercise the irrevocable proxy granted to it hereunder at any time Stockholder fails to comply with the provisions of Section 1.1 at this Agreement. The proxies and powers granted by Stockholder pursuant to this Agreement are coupled with an interest and are given to secure the performance of Stockholder’s obligations. Such proxies and powers shall be irrevocable and shall survive death, incompetency, disability or bankruptcy of Stockholder. Upon the execution of this Agreement, Stockholder hereby revokes any and all GeoMet Stockholders Meetings prior proxies or powers of attorney given by Stockholder with respect to voting of the Subject Shares on the matters referred to in Section 3(a) and (c) Stockholder agrees to not grant any subsequent proxies or withhold, enter into any agreement or issue understanding with any Person to vote or give voting instructions to the record holder to grant or withhold, in accordance with the provisions of Section 1.1, all written consents with respect to the Subject Shares in connection any manner inconsistent with any action sought to be taken by written consent without a meetingthe terms of this irrevocable proxy until after the Expiration Date. Stockholder understands and acknowledges that Parent agrees not to exercise is entering into the proxy granted herein for any purpose other than the purposes described Merger Agreement in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (reliance upon Stockholder’s execution and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination delivery of this Agreement and shall not be terminated by operation Stockholder’s granting of Legal Requirements or upon the occurrence of any other event other than the termination of proxy contained in this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4. Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth granted in this Section 1.4 4 is given in connection with and granted in consideration the execution of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement, and that such proxy is given to secure the obligations performance of the duties of Stockholder under Section 1.1this Agreement.

Irrevocable Proxy. Each Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder , hereby irrevocably constitutes and appoints Parent as attorney-in-fact and proxy in accordance with the DGCL for and on behalf of such Stockholder’s behalf, for and in the such Stockholder’s name, place and stead of such Stockholderstead, to: (a) attend any and all GeoMet Stockholders Meetings, meetings of the stockholders of the Company; (b) vote or issue instructions to the record holder to vote, Shares of such Stockholder’s Subject Shares Stockholder in accordance with the provisions of Section 1.1 clause (A) of each of Sections 1(a)(ii) and (iii) at any and all GeoMet Stockholders Meetings such meeting; and (c) grant represent and otherwise act for such Stockholder in the same manner and with the same effect as if such Stockholder were personally present at any such meeting; provided, however, that the foregoing proxy shall only be permitted to be exercised by Parent or withhold, any designee or issue instructions representative thereof as to any Stockholder in the record holder event of a failure by such Stockholder to grant or withhold, act in accordance with the provisions of such Stockholder’s obligations as to voting pursuant to Section 1.11(a) (by submitting a duly completed proxy statement, all written consents with respect to the Subject Shares in connection with any action sought to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other card or broker voting instruction card, as applicable) no later than the purposes described fifth Business Day prior to any meeting of the stockholders of the Company referred to in this AgreementSection 1(a)(i). The foregoing proxy shall be deemed to be a proxy is coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination end of this Agreement the Restricted Period and shall not be terminated by operation of Legal Requirements Law or upon the occurrence of any other event other than the following a termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)5.15. Each Stockholder authorizes such attorney attorney-in-fact and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetthe Company. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.4 2 is given in connection with and granted in consideration the execution by Parent of and as an inducement to Buyer and Parent to enter into the APA Merger Agreement and that such irrevocable proxy is given to secure the obligations of the such Stockholder under Section 1.11. The irrevocable proxy set forth in this Section 2 is executed and intended to be irrevocable. Each Stockholder agrees not to grant any proxy that conflicts or is inconsistent with the proxy granted to Parent in this Agreement.

Irrevocable Proxy. Each If, and only if, a Parent Stockholder hereby revokes (or agrees fails to cause to be revoked) any voting proxies that such Stockholder has heretofore granted with respect to such Stockholder’s Subject Shares. Each Stockholder hereby irrevocably appoints Parent as attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and all GeoMet Stockholders Meetings, (b) vote or issue instructions to the record holder to vote, such Stockholder’s Subject Shares in accordance comply with the provisions of Section 1.1 at 1.01 (as determined by the Company or PSH in their sole discretion), such Parent Stockholder hereby agrees that such failure shall result, without any and all GeoMet Stockholders Meetings and (c) grant or withhold, or issue instructions to the record holder to grant or withholdfurther action by it, in accordance the irrevocable appointment of the Company or PSH, and each of its officers, as such Parent Stockholder's attorney and proxy with the provisions full power of Section 1.1substitution, all to vote and otherwise act (by written consents consent or otherwise) with respect to the Subject Parent Shares owned by such Parent Stockholder at any meeting of stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting) or consent in connection lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1.01. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM A PARENT STOCKHOLDER MAY TRANSFER ANY OF THE PARENT SHARES. Each Parent Stockholder hereby revokes all other proxies and powers of attorney with respect to the Parent Shares that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by any action sought Parent Stockholder with respect thereto. All authority herein conferred or agreed to be taken by written consent without a meeting. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such conferred shall survive and not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the termination of the irrevocable proxy, and any obligation of a Parent Stockholder under this Agreement and shall not be terminated by operation of Legal Requirements or binding upon the occurrence heirs, personal representatives, successors and assigns of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination). Each Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary of GeoMet. Each Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer and Parent to enter into the APA and that such proxy is given to secure the obligations of the Stockholder under Section 1.1Stockholder.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each In the event and to the extent that the Stockholder hereby fails to vote the Subject Shares in accordance with Section 1.1, the Stockholder shall be deemed to have irrevocably appoints Parent granted to, and appointed, Xxxxxx as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet Stockholders Meetingsmeetings of Company Stockholders, with respect to any of the matters specified in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares in accordance with the provisions of Section 1.1 at any and all GeoMet meetings of Company Stockholders Meetings or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Company Stockholders or in connection with any action sought to be taken by written consent of Company Stockholders without a meeting. Parent Xxxxxx agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetCompany. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 is given in connection with and granted in consideration of and as an inducement to Buyer Parent, Merger Sub and Parent the Company to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.4 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.4 with respect to such Subject Shares.

Irrevocable Proxy. Each The Stockholder hereby revokes (or agrees to cause to be revoked) any voting proxies that such the Stockholder has heretofore granted with respect to such Stockholder’s the Subject Shares. Each The Stockholder hereby irrevocably appoints Parent Signal as attorney-in-fact and proxy for and on behalf of such the Stockholder, for and in the name, place and stead of such the Stockholder, to: (a) attend any and all GeoMet meetings of Miragen Stockholders Meetingsheld for the matters addressed in Section 1.1, (b) vote vote, express consent or dissent or issue instructions to the record holder to vote, such Stockholder’s vote the Subject Shares solely in accordance with furtherance of the provisions of Section 1.1 at any and all GeoMet meetings of Miragen Stockholders Meetings or in connection with any action sought to be taken by written consent of Miragen Stockholders without a meeting and (c) grant or withhold, or issue instructions to the record holder to grant or withhold, in accordance consistent with the provisions of Section 1.1, all written consents with respect to the Subject Shares at any and all meetings of Miragen Stockholders or in connection with any action sought to be taken by written consent of Miragen Stockholders without a meeting, in any case solely in furtherance of the provisions of Section 1.1. Parent Signal agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of such the Stockholder, as applicable) until the termination of this the Merger Agreement and shall not be terminated by operation of Legal Requirements law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.2 (and shall be terminated and revoked upon such termination)4.2. Each The Stockholder authorizes such attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the secretary Secretary of GeoMetMiragen. Each The Stockholder hereby affirms that the proxy set forth in this Section 1.4 1.5 is given in connection with and granted in consideration of and as an inducement to Buyer Signal and Parent Merger Sub to enter into the APA Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1.1. The proxy set forth in this Section 1.5 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 4.2. With respect to any Subject Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder, the Stockholder shall take all action necessary to cause the record holder of such Subject Shares to grant the irrevocable proxy and take all other actions provided for in this Section 1.5 with respect to such Subject Shares.