Common use of Voting Clause in Contracts

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during For so long as the Standstill Period, the Investor shall, shall cause each other member Buyer and their respective affiliates collectively own at least 10% of the Investor Group tooutstanding Ordinary Shares (and/or other depositary shares representing such Ordinary Shares): (i) The Seller shall not enter into or exercise its rights under any voting arrangement, and shall use its commercially reasonable efforts whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to cause each Other Investor Affiliate toany Ordinary Shares, depositary shares representing such Ordinary Shares, or other shares in the capital of the Company entitled to vote all Voting Securities thereon that are owned or held of record by the Seller, or as to which they Beneficially Own, at any shareholder meeting the Seller has voting power or in connection respect of which the Seller can direct, restrict or control any such voting power (the "REMAINING SHARES") or take any other action, that would in any way restrict, limit or interfere with any action by written consent at the performance of its obligations hereunder or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the BoardTransactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of the Seller to sell or otherwise transfer any Investor Nominee nominated Remaining Shares or any interest therein to a third party that is not an affiliate of the Seller or the Company or to any affiliate that agrees in writing to be bound by the Investor for inclusion in such slate pursuant terms of this Agreement; (ii) If at any time any Buyer notifies the Seller of its desire and intention to Section 5.1 is so included, designate a single director on behalf of all of the Buyers (xthe "GREAT HILL DIRECTOR") in favor advance of any amendment meeting of shareholders of the Company called to vote upon for the election of directors, and at all adjournments thereof and in all other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Company's Articles election of Incorporation proposed by the Board directors or that is necessary to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or elect directors of the Company, the Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect such Great Hill Director (which consent, vote or approval, in the case of any Global Depositary Shares and on other depositary shares owned by such Seller at such time, shall be delivered in accordance with the terms of the applicable depositary agreement); (iii) If at any non-Company sponsored shareholder proposal which is opposed time any Buyer notifies the Seller of its desire and intention to remove or replace a Great Hill Director or to fill a vacancy caused by the Companyresignation of a Great Hill Director, the Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the terms of this Section 5.1. (iv) The Seller hereby irrevocably grants to, and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any other Person who shall hereafter be designated by the Buyers, as the Seller's proxy and attorney (with full power of substitution), for and in the name, place and stead of the Seller, to vote all of its Remaining Shares held at the time such consent is sought or meeting is held, or grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a)(ii). The Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (v) THE SELLER HEREBY AFFIRMS THAT THE PROXY AND ATTORNEY SET FORTH IN THIS SECTION 5.1 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. The Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and attorney is executed and intended to be irrevocable. (vi) The covenants and obligations under this Section 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, full term of office of three years, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group articles and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members memorandum of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beassociation, as in effect on the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companydate hereof. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. From and after the date of this Agreement until the date that is the earliest of the following to occur: (a) At all times during the Standstill Periodconsummation of the Merger (including the occurrence of the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and (c) the entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this Agreement), or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable or that may be payable to holders of Company Common Stock in connection with the Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or which extends the End Date (such earliest date, the Investor shall“Expiration Date”), shall cause each other member Stockholder, in such Stockholder’s capacity as a stockholder of the Investor Group toCompany, irrevocably and shall use its commercially reasonable efforts unconditionally hereby agrees, subject to cause each Other Investor Affiliate toSection 1.4 and Section 1.5, vote all Voting Securities which they Beneficially Own, that at any shareholder meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders’s stockholders, and each Stockholder will (zi) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders appear at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, (in person or by proxy, at ) or otherwise cause all meetings of shareholders of the Company, so that all Voting Securities which Investors or such Stockholder’s Existing Shares and any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Company Common Stock are entitled over which it has acquired beneficial ownership after the date of this Agreement (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options or other rights to vote as a separate class acquire Company Common Stock or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of any convertible securities, the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(iivesting of equity awards or otherwise) (collectively, the “New Shares,” and together with the Existing Shares, the “Shares”), which it, he or she owns as of the Certificate applicable record date, to be counted as present thereat for purposes of Designation for the Series A Convertible Preferred Stockdetermining a quorum, the Investor will cause all Votes attributable and respond to any shares of Common Stock thereafter owned each request by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the InvestorCompany for written consent, and (bii) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of its Voting Securities Beneficially Owned by it the adoption of the Merger Agreement and the other members approval of the Investor Grouptransactions contemplated thereby, and use commercially reasonable efforts including the Merger, (B) in favor of any proposal to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by adjourn or on behalf of the other holders postpone such meeting of the Company's Voting Securities other than ’s stockholders to a later date if there are not sufficient votes to adopt the Investor Group and Other Investor AffiliatesMerger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iiD) on all against any action, proposal, transaction or agreement that would reasonably be likely to prevent, materially impede or materially delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger. Except as set forth in this Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or written consent, if applicable), in such Stockholder’s sole discretion, in favor of, against or abstain with respect to any other matters that are, at any shareholder meeting time or from time to time, presented for consideration to the Company’s stockholders. Nothing in this Agreement shall require any of the Stockholders to vote in any manner with respect to any amendment or modification to the Merger Agreement (as it exists on the date of this Agreement) or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, or the taking of any action by written consentthat would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that results in a decrease in, or change in the same proportion as composition of, or otherwise adversely affects the votes cast by or on behalf of all consideration payable to holders of Company Common Stock in connection with the Company's Voting Securities other than Merger (including by imposing any material restrictions or additional conditions on receipt of such consideration), or in a manner that extends the Investor Group and Other Investor AffiliatesEnd Date.

Voting. During the period commencing on the date hereof and terminating upon the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, Shareholder agrees to vote (or cause to be voted) all Shares presently legally or beneficially owned by Shareholder at any meeting of the shareholders of the Parent: (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate approval of: (i) an amendment to Parent’s Articles of nominees Incorporation to increase Parent’s authorized capital stock; (including any Investor Nominee ii) an amendment to be included in Parent’s Articles of Incorporation to change the name of Parent as of the Effective Time to such slate in accordance with Section 5) proposed name as determined by the BoardParent and the Company; provided, that any Investor Nominee (iii) an amendment to the Parent Stock Option Plan to increase the number of shares authorized for issuance under such Plan; (iv) an increase in the number of members on Parent’s Board of Directors to seven; (v) the election of seven Persons nominated by the Investor for inclusion in such slate pursuant Board of Directors of Parent to Section 5.1 is so included, serve as directors of Parent from and after the Effective Time; and (xvi) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights execution of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of Merger Agreement and performance by Parent thereunder. To the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance extent inconsistent with the foregoing provisions of this Section 6.2(a). At 1, Shareholder hereby revokes any and all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group previous proxies granted or voting agreement executed by Shareholder with respect to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company.Shares; (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class against any action or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes agreement that would have been sufficient to approve such matter under result in a breach of any representation, warranty, covenant or obligation of Parent in the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter.Merger Agreement; and (c) To against the full extent permitted following actions (other than the Merger and the transactions contemplated by Iowa lawthe Merger Agreement): (i) any extraordinary corporate transaction, the Investor hereby waivessuch as a merger, shall cause each member consolidation or other business combination involving Parent or any Subsidiary of Parent; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the Investor Group rights or other assets of Parent or any Subsidiary of Parent; (iii) any reorganization, recapitalization, dissolution or liquidation of Parent or any Subsidiary of Parent; and (iv) any other action which is intended, or could reasonably be expected, to waiveimpede, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waiveinterfere with, delay, postpone, discourage or adversely affect the Merger or any rights that the Investor, any member of the Investor Group other transactions contemplated by the Merger Agreement or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during From the Standstill Period, the Investor shall, shall cause each other member date hereof until any termination of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate this Agreement in accordance with Section 5) proposed by the Board; providedits terms, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholders, SJW however called (and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve and each postponement or adjournment thereof, Stockholder shall vote all Covered Shares owned by Stockholder (or cause such matter that the Investor opposes such matter so Covered Shares to be voted upon by such class voted) or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included (as appropriate) execute written consents in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, thereof: (i) in favor of the slate Share Issuance; (ii) in favor of nominees proposed by the Board SJW Charter Amendment; (except that during iii) in favor of any period proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes to approve the Share Issuance or the SJW Charter Amendment; (iv) in favor of any other matter considered at any time when there such meeting of the SJW stockholders that the SJW Board has (A) determined is necessary or desirable for the consummation of the Merger, (B) disclosed in the Joint Proxy Statement or other written materials distributed to all SJW stockholders and (C) recommended that the SJW stockholders approve or adopt; (v) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of SJW in the Merger Agreement; (vi) against any SJW Takeover Proposal; and (vii) against any agreement (including, without limitation, any amendment of any agreement), amendment of the SJW Charter (other than the SJW Charter Amendment) or SJW Bylaws (other than as contemplated by Exhibit A of the Merger Agreement) or other action that would delay, postpone or discourage the consummation of the Merger. Any such vote shall be in full force and effect a valid order cast (or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(econsent shall be given) are invalid, void, unenforceable or not by Stockholder in accordance with NYSE policysuch procedures relating thereto so as to ensure that it is duly counted, in which case, including for purposes of determining that a quorum is present and for purposes of recording the Investor will, if so requested by the Board, results of such vote (or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates).

Voting. From and after the date hereof until the earliest to occur of (a) At all times during the Standstill PeriodEffective Time, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, (c) the Board of Directors of the Company effecting a Company Adverse Recommendation Change and (d) the entry without the prior written consent of the Shareholders into any amendment or modification of the Merger Agreement, or any written waiver of the Company’s rights under the Merger Agreement made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, the Investor shallMerger Consideration payable to any Shareholder (such earliest date, shall cause the “Expiration Date”), each other member Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Investor Group toCompany’s shareholders, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate tohowever called, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's ’s shareholders, and the Shareholder will (zi) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders appear at such meeting or otherwise cause all of its Existing Shares and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on over which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time has acquired beneficial ownership after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to date hereof (including any shares of Common Stock thereafter owned acquired by means of purchase, dividend or distribution, or issued upon the Investor Group exercise of any stock options, warrants or other rights to acquire Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and acquired prior to together with the termination Existing Shares, the “Shares”), which it beneficially owns as of this Agreement the applicable record date, to be voted (a) with respect to counted as present at the meeting for purposes of calculating a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, quorum and (bii) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of its Voting Securities Beneficially Owned by it the approval of the Merger Agreement and the other members principal terms of the Investor GroupMerger, and use commercially reasonable efforts (B) in favor of any proposal to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by adjourn or on behalf of the other holders postpone such meeting of the Company's Voting Securities ’s shareholders to a later date if such adjournment or postponement is (1) with the written consent of Parent, (2) for the absence of a quorum, (3) to allow additional solicitation of votes in order to obtain the Company Shareholder Approval, or (4) as required by Law (in each such case only for a period of not more than thirty (30) calendar days, individually or in the aggregate, and not past two (2) Business Days prior to the End Date), (C) against any action, proposal, transaction or agreement in favor of an Acquisition Proposal, including a Superior Proposal, without regard to the terms of such Acquisition Proposal or Superior Proposal, (D) against any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (E) against any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (F) against any reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (G) against any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (H) to the extent submitted to a shareholder vote, against any change in the business management or Board of Directors of the Company (other than the Investor Group and Other Investor Affiliatesas directed by Parent) and (iiI) on all against any action, proposal, transaction or agreement that is intended to or would (1) result in an inaccuracy of any representation or warranty, or a breach of any covenant, or any other matters at any shareholder meeting obligation or agreement, of the Company contained in connection with any action the Merger Agreement, or of a Shareholder contained in this Agreement, or (2) prevent, materially impede, materially delay or otherwise materially and adversely affect the Company’s, Parent’s or Merger Sub’s ability to timely consummate the transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (I), the “Required Votes”). Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall limit the right of each Shareholder to vote (including by proxy or written consent, if applicable) in the same proportion as the votes cast by favor of, against or on behalf of all holders of abstain with respect to any other matters presented to the Company's Voting Securities other than the Investor Group and Other Investor Affiliates’s shareholders.

Voting. (a) At all times during the Standstill PeriodSubject to any separate voting rights provided for herein or otherwise required by law, the Investor shall, holders of Series B-2 Stock shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are be entitled to vote, (w) together with the holders of Common Stock and the holders of other Preferred Stock as one class, on all matters as to which holders of Common Stock shall be entitled to vote, in favor the same manner and with the same effect as such holders of Common Stock. In any such vote, each share of Series B-2 Stock shall entitle the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment holder thereof to the Company's Articles number of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote votes per share that equals the number of shares of Common Stock (a "Voting Amendment")including fractional shares) into which each such share of Series B-2 Stock is then convertible, (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating rounded up to the adoption nearest one-tenth of a share, but not including any shares of Common Stock issuable upon conversion of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and dividends accrued on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the CompanySeries B-2 Stock. (b) If Except as otherwise expressed, implied or contemplated in this Certificate or the Series B-2 Purchase Agreement, the Corporation shall not, directly or indirectly, through a merger, consolidation, reorganization or otherwise, without the affirmative approval of the Required Investor Majority acting separately from the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws any other securities of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise requiredCorporation, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken given by written consent in lieu of a meeting) to approve meeting or by vote at a meeting called for such matter that purpose, for which meeting or approval by written consent timely and specific notice in the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to manner provided in the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation by-laws of the Company's jurisdiction of incorporation if all the Votes that could Corporation shall have been voted by given to each Series B-2 Stockholder, do any of the Investor Group had such following: (i) authorize, create, designate, issue or sell any class or voting group included series of capital stock (including any shares of treasury stock) or rights, options, warrants or other securities convertible into or exercisable or exchangeable for capital stock which by its terms is convertible into or exchangeable for any equity security, other than Excluded Stock (as defined in Section 7(e)(ii) of this Certificate), which, as to the Voting Power represented by payment of dividends or distribution of assets, including without limitation distributions to be made upon a Liquidation, is senior to or on a parity with the Series B-2 Stock; or (ii) amend, alter or repeal any provision of this Certificate, the Series B Certificate or the Series A Convertible Preferred Stock held Certificate; or (iii) permit, approve or agree to any Liquidation, Event of Sale, dissolution or winding up of the Corporation. The foregoing approval shall be obtained in addition to any approval required by the Investor Group been included in such class or voting group and cast against the approval of such matterlaw. (c) To The Corporation shall obtain the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member consent of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, Board of Directors before it may authorize or issue any rights that the Investor, any member additional shares of capital stock of the Investor Group Corporation or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreementits subsidiaries. (d) At Unless a different vote is specified in this Certificate, any time after of the conversion rights, powers, preferences and other terms of the Series A Convertible Preferred B-2 Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to set forth herein may be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or waived on behalf of all holders of Series B-2 Stock by the Company's Voting Securities other than affirmative written consent or vote of the Investor Group and Other Investor AffiliatesSeries B-2 Majority.

Voting. (a) At all times during the Standstill PeriodExcept as otherwise provided in this Section 4.5 or this Article IV, the Investor shallprior to an Initial Public Offering, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts Non-▇▇▇▇ Parties that is a Class B Securityholder agrees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder stockholders meeting (or in any written consent in lieu thereof) all of the shares of voting capital stock of the Company owned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in same the manner as ▇▇▇▇ votes the shares of voting capital stock of the Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to the following actions by the Company or any of its Subsidiaries: (i) any transaction between (x) ▇▇▇▇ or any of its Affiliates and (y) the Company or any of its Subsidiaries, other than a transaction (A) with another portfolio company of ▇▇▇▇ or any of its Affiliates that has been negotiated on arms-length terms in the ordinary course of business between the managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or (C) specifically contemplated by the Merger Agreement; or (ii) any amendment to the Certificate of Incorporation or Bylaws of the Company that adversely affects such Securityholder relative to ▇▇▇▇, other than (x) an increase in the authorized capital stock of the Company, or (y) amendments made in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor reorganization of the slate Company effected to facilitate an Initial Public Offering or the acquisition of nominees the Company by merger or consolidation (including any Investor Nominee to be included provided that in such slate in accordance with Section 5) proposed reorganization or acquisition each share of each class or series of capital stock held by the BoardNon-▇▇▇▇ Parties is treated the same as each share of the same class or series of capital stock held by ▇▇▇▇; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant however that, subject to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance -------- ------- compliance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (orapplicable law, in the case of event that the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by one or on behalf more of the other holders corporations or entities that is a party to such an acquisition notifies the Company that it will require the structure of such acquisition to be treated as a recapitalization for financial accounting purposes and that it will require the Company to no longer be subject to the reporting requirements or Section 14 of the Company's Voting Securities other than Exchange Act after the Investor Group and Other Investor Affiliatesclosing date of the acquisition, but only with respect then, solely to the foregoing matters. On all extent deemed necessary by such other matters the Investorcorporation or entity to satisfy such requirements, the members of consideration per share the Investor Group and the Other Investor Affiliates Non-▇▇▇▇ Parties shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted receive with respect to each of may be a different kind than the matters presented to shareholders at such meeting and such vote consideration per share ▇▇▇▇ shall be in accordance with the foregoing provisions of this Section 6.2(aentitled to receive). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If In order to effectuate Section 4.5(a), each Non-▇▇▇▇ Party that is a Class B Securityholder hereby grants to ▇▇▇▇ an irrevocable proxy, coupled with an interest, to vote, during the holders period specified in Section 4.5(a) above, all of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws capital stock of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to grantor of the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, proxy in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata manner set forth in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor AffiliatesSection 4.5(a). (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. The shares of Series A Preferred Stock shall not have voting rights other than those set forth below or as otherwise required by Delaware law or the Certificate of Incorporation: (a) At all times during If at any time a Voting Rights Triggering Event has occurred, then the Standstill PeriodHolders, voting as a single class with any other series of Preferred Stock or preference securities having similar voting rights that are exercisable (together, the Investor shall“Voting Rights Class”), shall cause each other member be entitled at the next regular or special meeting of stockholders of the Investor Group to, and shall use its commercially reasonable efforts Corporation to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled elect two additional directors to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by . Upon the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor election of any amendment to such additional directors, the Company's Articles number of Incorporation proposed by directors that comprise the Board to change the shall be increased by such number of additional directors. (b) The voting rights of the Common Stock to one vote per share of Common Stock (set forth in Section 6(a) may be exercised at a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each special meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholdersCorporation’s stockholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such special or annual meeting until such time when there as all dividends in arrears, the nonpayment of which caused the Voting Rights Triggering Event, shall be have been paid in full force full, at which time or times, automatically and effect a valid order or judgment of a court of competent jurisdiction or a rulingwithout any further action by any Person, pronouncement or requirement of the NYSE such voting rights shall terminate (subject to the effect that the foregoing provisions reinstatement of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause such rights upon a subsequent Voting Rights Triggering Event). (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to causec) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at At any meeting at which a quorum would not be present but for the inclusion holders of shares of the Voting Securities Beneficially Owned by Rights Class shall have the Investor Groupright to elect directors as provided in Section 6(a), the Investor shall cause such Voting Securities to be voted with respect to each presence in person or by proxy of the matters presented holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class shall be required and shall be sufficient to shareholders constitute a quorum of such class for the election of directors by such class. The affirmative vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class present at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, presentmeeting, in person or by proxy, shall be sufficient to elect any such director. Any director elected pursuant to the voting rights set forth in this Section 6 may be removed at all meetings any time, with or without cause, by the holders of shareholders record of shares representing more than fifty percent (50%) in voting power of the Companythen outstanding shares of the Voting Rights Class at any time during which such holders’ rights pursuant to Section 6(a) continue. Any vacancy in respect of any such additional director arising at any time during which such holders’ rights pursuant to Section 6(a) continue (other than prior to the first election immediately following the applicable Voting Rights Triggering Event) may be filled by the written consent of the director elected by the Voting Rights Class remaining in office, so or, if none remains in office, by a vote of the holders of shares representing more than fifty percent (50%) in voting power of the then outstanding shares of the Voting Rights Class; provided that all Voting Securities which Investors the filling of each vacancy shall not violate the Amended and Restated Bylaws of the Corporation as in effect on the effective date of this Certificate of Designations or the corporate governance requirements of the NASDAQ Capital Market (or any other member exchange or automated quotation system on which securities of the Investor Group or any Other Investor Affiliate Beneficially Owns Corporation may be counted for listed or quoted) that requires listed or quoted companies to have a majority of independent directors. Directors elected pursuant to the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (bvoting rights set forth in Section 6(a) If the holders of the outstanding shares of Common Stock are shall be entitled to one vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation per director on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (cd) To Any director elected pursuant to the full extent permitted by Iowa lawvoting rights set forth in Section 6(a) shall hold office until the next annual meeting of stockholders; provided, however, notwithstanding the foregoing, at such time as all dividends in arrears, the Investor hereby waivesnonpayment of which caused the Voting Rights Triggering Event, have been paid in full, then, automatically and without any further action by any Person, the terms of office of directors elected pursuant to the voting rights set forth in this Section 6 shall cause each member cease and the number of directors comprising the Board shall be reduced accordingly. (e) So long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the Investor Group Holders of at least a majority in voting power of the shares of Series A Preferred Stock outstanding at the time, voting together as a single class with all series of Parity Stock upon which similar voting rights have been conferred and are exercisable, given in person or by proxy, either in writing or at a meeting: (i) amend or alter the provisions of the Certificate of Incorporation or this Certificate of Designations so as to waiveauthorize or create, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waiveor increase the authorized or issued amount of, any rights that class or series of Senior Stock or reclassify any of our authorized Capital Stock into shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the Investorright to purchase any shares of Senior Stock; (ii) amend, any member alter or repeal the provisions of the Investor Group Certificate of Incorporation or this Certificate of Designations so as to adversely affect any Other Investor Affiliateright, preference, privilege or voting power of the shares of Series A Preferred Stock; (iii) consummate a binding share exchange or reclassification involving the shares of Series A Preferred Stock or a merger or consolidation of the Corporation with another entity, unless in each case: (A) shares of Series A Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (B) such shares of Series A Preferred Stock remaining outstanding or such preference securities, as the case may be, may have or hereafter acquire under Division XIII of such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after holders thereof than the conversion rights, preferences, privileges and voting powers of the Series A Convertible Preferred Stock into Common immediately prior to such consummation, taken as a whole; provided, however, that: (A) any increase in the amount of authorized but unissued shares of Preferred Stock; (B) any increase in the authorized or issued shares of Series A Preferred Stock; and (C) the creation and issuance, or an increase in the authorized or issued amount, of any other series of Parity Stock pursuant or Junior Stock, shall be deemed not to adversely affect the rights, preferences, privileges or voting powers of Holders and shall not require the affirmative vote or consent of Holders. (f) If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described in this Section 6(a)(ii6 would affect one or more but not all series of voting Preferred Stock (including the Series A Preferred Stock for this purpose), then only the series of voting Preferred Stock adversely affected and entitled to vote shall vote as a class in lieu of all other series of voting Preferred Stock. (g) Whether a plurality, majority or other portion of the Series A Preferred Stock and any other voting Preferred Stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Series A Preferred Stock and such other voting Preferred Stock. (h) Without the consent of the Holders, the Corporation may amend, alter, supplement or repeal any terms of the Series A Preferred Stock to file a certificate of correction with respect to this Certificate of Designations to the extent permitted by Section 103(f) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor AffiliatesDGCL. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during Until the Standstill PeriodTermination Date, the Investor Wynnefield Parties shall, and shall cause each other member of their respective Affiliates to (i) be represented in person or by proxy at the 2020 Annual Meeting cause all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted at the 2020 Annual Meeting, all shares of Common Stock that the Wynnefield Parties and their respective Affiliates beneficially own or exercise control or direction over on the Company’s proxy or voting instruction form in favor of (A) each of the Investor Group todirectors nominated by the Board and recommended by the Board for election to the Board at the 2020 Annual Meeting (and not in favor of (x) any other nominees for election to the Board or (y) the removal of any such nominees), and shall use its commercially reasonable efforts to cause each Other Investor Affiliate toincluding, vote all Voting Securities which they Beneficially Ownfor greater certainty, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees 2020 Nominees at the 2020 Annual Meeting and (including any Investor Nominee to be included in such slate in accordance with Section 5B) proposed by the Board; provided, that any Investor Nominee nominated by the Investor each routine matter or proposal recommended for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed stockholder approval by the Board to change at the 2020 Annual Meeting and (iii) not execute any proxy or voting rights instruction form in respect of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of 2020 Annual Meeting other than the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase proxy or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast voting instruction form being solicited by or on behalf of the other holders management of the Company's Voting Securities other than Company; provided, however, that the Investor Group Wynnefield Parties and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor their respective Affiliates shall be entitled have the right to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken act by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act their sole discretion with respect to any disposition of Voting Securities pursuant to this Agreement. (d1) At any time after Extraordinary Transaction involving the conversion Company and requiring a vote of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(iiCompany’s stockholders, (2) of the Certificate of Designation any other non-routine matters or proposals presented for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage stockholder consideration at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and meeting (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be votedexcluding, for the election avoidance of directors doubt, any matter referred to in the same proportion as the votes cast by clause (A) above), and/or (3) any matters or on behalf of the other holders proposals requiring a vote of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters ’s stockholders at any shareholder meeting or in connection with any action by written consentsubsequent to the 2020 Annual Meeting, in each case, for the same proportion as the votes cast by or on behalf avoidance of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesdoubt, subject to Section 5.

Voting. During the term of this Agreement, the Okumus Group shall cause all Voting Securities beneficially owned, directly or indirectly, by the Okumus Group or any Okumus Affiliate as of the record date for any meeting of the Company’s stockholders, or as to which the Okumus Group or the Okumus Affiliates have the right to vote at any meeting of the Company’s stockholders, to be present for quorum purposes and to be voted, at any such meeting of the Company’s stockholders or at any adjournments or postponements thereof, (a) At all times during in favor of each director nominated and recommended by the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, Board for election at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to votemeeting, (wb) against any stockholder nominations for director which are not approved and recommended by the Board for election at any such meeting, (c) in favor of the slate Company’s proposal for the ratification of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by appointment of the Investor for inclusion in such slate pursuant to Section 5.1 is so includedCompany’s independent registered public accounting firm, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (yd) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, ’s “say-on-pay” proposal and (ze) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) ’s recommendation with respect to all other Votesmatters; provided, on however, in the event that Institutional Shareholders Services Inc. (“ISS”) recommends otherwise with respect to any matter pro rata proposals (other than the election of directors, the ratification of the appointment of the Company’s independent registered public accounting firm, and the Company’s “say-on-pay” proposal), the Okumus Group and the Okumus Affiliates shall be permitted to vote in accordance with such ISS recommendation; provided, further, that nothing herein shall limit the Votes voted ability of the Okumus Group to announce its views and its vote on any Board-approved publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination involving the Company, so long as such announcement is limited to the merits of any such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or does not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of disparage the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting ’s directors or officers in connection with any action by written consentsuch matter, in including the same proportion as the votes cast by decision to pursue, approve or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatespropose such matter.

Voting. (a) At all times during If the Standstill PeriodCompany Shareholder Approval is obtained, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, then in connection with any proposal thereafter submitted for Company shareholder approval (at any shareholder annual or special meeting called or in connection with any other action by (including the execution of written consent at consents)) related to the election or in which such Voting Securities are entitled to vote, (w) in favor removal of directors of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights each of the Common Stock to one vote per share of Common Stock Minority Shareholders (a "Voting Amendment"), (y) solely in favor of the Reclassification Amendment at each meeting their capacity as shareholders of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and ) will (zi) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities Minority Shares then held by them in their discretion; provided, that at any meeting at which a quorum would not such Minority Shareholder to be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or represented by proxy, proxy at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may such shares shall be counted as present for the purpose of determining the presence of a quorum at such meetings and (ii) vote all of the Minority Shares then held by such Minority Shareholder at the time of the applicable vote (A) in favor of any nominee or director nominated by the Governance Committee and (B) against the removal of any director nominated by the Governance Committee. (b) If the Opt-Out Proposal is authorized and approved by the requisite vote of the shareholders of the Company or if the Voting Agreement is terminated in accordance with the terms and provisions thereof (whichever occurs earlier), then in connection with any proposal thereafter submitted for Company shareholder approval (at any annual or special meeting called or in connection with any other action (including the execution of written consents)) related to the election or removal of directors of the Board, each of the Majority Shareholders, severally and not jointly and severally, will (a) cause all of the Shares then held by such Majority Shareholder to be present in person or represented by proxy at all meetings of shareholders of the Company. (b) If , so that all such shares shall be counted as present for determining the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu presence of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage quorum at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, meetings and (b) with respect to vote all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to Shares then held by such Majority Shareholder at the time of the applicable vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed any Minority Shareholder Designee nominated by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Governance Committee and (ii) on all other matters at against the removal of any shareholder meeting Minority Shareholder Designee nominated by the Governance Committee; provided, that, notwithstanding the foregoing, nothing in this Agreement shall in any way (a) restrict or in connection with limit the Majority Shareholders, or any action by written consentdesignee or representative of any such Majority Shareholder, as applicable, in the same proportion fiduciary capacity as a trustee under a trust from taking (or omitting to take) any action in its capacity as a fiduciary in order to fulfill fiduciary obligations under applicable law or (b) restrict or limit (or require any Majority Shareholder to attempt to restrict or limit) such Majority Shareholder or any designee or representative of such Majority Shareholder in a fiduciary capacity from acting in such capacity or voting in such capacity in the votes cast by good faith exercise of his or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesher fiduciary obligations under applicable law.

Voting. (a) At all times during the Standstill PeriodSubject to Sections 1.1(c), the Investor shall(e) and (f), shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent matter being voted on at a stockholder meeting or in which such Voting Securities are entitled to votea consent solicitation that the Board has recommended that the stockholders of the Company approve, (w) Investor and the other Investor Parties may vote the shares of Common Stock that they Beneficially Own against or in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Companymatter, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force their sole and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their absolute discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If Subject to Sections 1.1(c), (e) and (f), in connection with any matter being voted on at a stockholder meeting or in a consent solicitation that the holders Board has recommended that the stockholders of the outstanding Company not approve, Investor and the other Investor Parties may vote the shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company they Beneficially Own: (i) against such matter; or (ii) in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval favor of such matter; provided, however, that if Investor and the other Investor Parties (taken as a whole) Beneficially Own shares of Common Stock that represent more than the Voting Cap of the then-outstanding Common Stock, then, with respect to the shares that account for the excess over the Voting Cap, Investor shall, and shall cause the other Investor Parties to, vote in proportion to the Votes Cast. (c) To the full extent permitted by Iowa lawFor purposes of Section 1.2(b)(ii), the Investor hereby waives, shall cause each member number of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned that are Beneficially Owned by Investor and the Investor Group and acquired prior to the termination Brookfield Consortium Members shall not include any Common Stock held by any independently operated business unit of this Agreement to be voted Brookfield Asset Management Inc. or any Affiliate thereof (aeach such independently operated business unit, a “Brookfield Investment Advisor”) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor trust for the benefit of persons other than Investor or any Brookfield Consortium Member, (ii) in mutual funds, open- or closed-end investment funds or other pooled investment vehicles sponsored, managed or advised or subadvised by such Brookfield Investment Advisor, (iii) as agent and not principal, or (iv) in any other case where such Brookfield Investment Advisor is disaggregated from Brookfield Asset Management Inc. for the purposes of Section 13(d) of the slate Exchange Act; provided, however, that (A) in each case, such shares of nominees proposed by Common Stock were acquired in the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment ordinary course of a court of competent jurisdiction or a ruling, pronouncement or requirement business of the NYSE to Brookfield Investment Advisor’s respective investment management or securities business and not with the effect that intent or purpose on the foregoing part of Investor or the Brookfield Consortium Members of influencing control of the Company or avoiding the provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Agreement and (iiB) on all where appropriate, “Chinese walls” or other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities informational barriers and other than the Investor Group and Other Investor Affiliatesprocedures have been established.

Voting. (a) At all times during each annual and special meeting of shareholders held prior to the expiration of the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts Investors agrees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, (i) appear at any shareholder such shareholders’ meeting or in connection with any action otherwise cause all shares of Common Stock beneficially owned by written consent at or in which such Voting Securities are entitled each Investor and their respective Affiliates and Associates to be counted as present thereat for purposes of establishing a quorum; (ii) vote, (w) or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates, on the Company’s proxy card or voting instruction form, in favor of (a) each of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee directors nominated by the Investor for inclusion Board and recommended by the Board in such slate pursuant to Section 5.1 is so included, the election of directors (x) and not in favor of any amendment other nominees to serve on the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"Board), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (zb) each of the other proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s proxy statement in accordance with the Board’s recommendations; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any matter proposals (other than the election or removal of directors), each of the Investors shall be permitted to vote in accordance with the ISS recommendation; provided, further, that each of the Investors shall be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors assets of the Company, and on any non-or other business combination involving the Company sponsored shareholder proposal which is opposed by requiring a vote of shareholders of the Company, ; and (iii) not execute any proxy card or voting instruction form in accordance with respect of such shareholders’ meeting other than the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force proxy card and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast related voting instruction form being solicited by or on behalf of the other holders Company or the Board without the Board’s prior written approval. No later than three (3) business days prior to each such meeting of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect shareholders held prior to the foregoing matters. On all other matters the Investor, the members expiration of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the each Investor shall beshall, and shall cause each other member of the Investor Group to beits Associates and Affiliates to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter beneficially owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, Investors in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates2.

Voting. (a) At all times during Each Director shall be entitled to cast one vote with respect to each matter brought before the Standstill Period, the Investor shall, shall cause each other member Board of Directors (or any committee of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in Board of Directors of which such Voting Securities are entitled to voteDirector is a member) for approval. (b) The following matters (together with the matters in Section 5.8(c), (w“Major Decisions”) in favor shall require an affirmative vote of the slate majority of nominees the Board of Directors, including (including any Investor Nominee for so long as Fiat retains the right to be included in such slate in accordance with designate Directors under Section 55.3(a)) proposed by at least one Fiat Director: (i) the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, consummation of a Chrysler IPO; (xii) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board this Agreement or to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting any other organizational documents of the Company's shareholders at which ; (iii) the Reclassification Amendment is submitted for approval consummation of any merger, business combination, consolidation, corporate reorganization or any transaction constituting a change of control, by the Company with or into any Entity; (iv) any sale, transfer or other disposition (including by way of issuance of Equity Securities of a Subsidiary) of a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole; (v) a material change in the business purpose of the Company's shareholders; (vi) the opening or reopening of a major production facility; (vii) any capital expenditure, and (z) on any matter relating to the adoption of any stock option, stock purchase investment or other benefit or compensation plan for employees, executives or directors commitment of the CompanyCompany or any of its Subsidiaries (or series of related expenditures, and on investments or commitments) in excess of $250,000,000; (viii) any non-Company sponsored shareholder Liquidation Proceeding; and (ix) any proposal which is opposed or action by the Company, Company that is not in accordance with the direction Business Plan and/or Annual Operating Budget; (c) The terms and conditions of any indebtedness incurred by the Company in excess of $250,000,000 must be approved by an affirmative vote of the majority of the Board of Directors. (d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as otherwise provided by this Agreement, the Shareholder Agreement, the LLC Act, other Law or the Certificate of Formation, all policies and other matters to how such Voting Securities be determined by the Directors shall be voted, except that during any period or at any time when there shall be in full force and effect determined by a valid order or judgment majority vote of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that Board of Directors present at any a meeting at which a quorum would not is present. No Director shall be present but for disqualified from voting on matters as to which such Director or the inclusion Persons that elected such Director may have a conflict of interest, whether such matter is a direct conflict of interest in connection with which the Person that elected such Director or any affiliate of such Person will engage in a transaction with the Company or one or more of its Subsidiaries or of another nature; provided that (i) prior to voting on any such matter, such Director shall disclose the fact of any such conflict to the other Directors (other than conflicts arising from such Director’s relationship with the Persons who elected such Director) and the material terms of such transaction and the material facts as to the relationship or interest of the Voting Securities Beneficially Owned by the Investor GroupPerson that elected such Director or such Person’s affiliate, the Investor shall cause such Voting Securities (ii) any Director may determine to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person recuse himself or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or herself from voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on as to which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (such Director or the record date for action taken by written consent in lieu of a meeting) to approve Person that elected such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, Director may have or hereafter acquire under Division XIII a conflict of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investorinterest, and (biii) with respect no Director shall have any duty to all other Votes, on any matter pro rata in accordance with disclose to the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event Company or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be of Directors confidential information in full force such Director’s possession even if it is material and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE relevant information to the effect that Company and/or the foregoing provisions Board of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policyDirectors and, in which any such case, such Director shall not be liable to the Investor will, if so requested by the Board, vote Company or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members Members for breach of any duty (including the Investor Group, duty of loyalty and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned any other fiduciary duties) as a Director by Other Investor Affiliates to be voted, for the election reason of directors in the same proportion as the votes cast by or on behalf such lack of the other holders disclosure of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatessuch confidential information.

Voting. (a) At all times during the Standstill Period, the Investor Each Stockholder shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting of the stockholders of the Seller, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate stockholders of nominees the Seller, vote (including any Investor Nominee or cause to be included in such slate in accordance with Section 5voted) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor all Shares then held of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase record or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect such Stockholder (to the foregoing matters. On all other matters extent the Investor, Stockholder has the members of the Investor Group and the Other Investor Affiliates shall be entitled right to vote or direct the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (cShares) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed Merger, the execution and delivery by the Board Seller of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (except ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that during would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any period respect of any covenant, representation or at warranty or any time when there other obligation or agreement of the Seller under the Merger Agreement or which would result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Shares in full force and effect a valid order or judgment favor of a court of competent jurisdiction or a ruling, pronouncement or requirement Superior Offer that is submitted for approval by the stockholders of the NYSE Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not Seller’s stockholders in accordance with NYSE policySection 4.4 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which caseterm shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Investor willShares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if so requested the Person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the terms of this Agreement, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the BoardMerger Agreement (c) Subject to Section 6 hereof, vote each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be voted taken, all of its Voting Securities Beneficially Owned actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by it this Agreement and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of Merger Agreement. Each party shall promptly consult with the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) provide any necessary information and (ii) on material with respect to all other matters at filings made by such party with any shareholder meeting or Governmental Authority in connection with this Agreement and the transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any action by written consent, in rights of appraisal or rights to dissent from the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesMerger that such Stockholder may have.

Voting. (a) At all times during the Standstill PeriodExcept as otherwise provided in this Section 4.5 or this Article IV, the Investor shallprior to an Initial Public Offering, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts Non-BLUM Parties agrees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder stockholder▇ ▇▇eting (or in any written consent in lieu thereof) all of the shares of voting capital stock of the Company owned or held of record by it, or cause all of the shares of voting capital stock of the Company beneficially owned by it to be voted at any stockholders meeting (or in any written consent in lieu thereof), in same the manner as BLUM votes the shares of voting capital stock ▇▇ ▇he Company beneficially owned by it at such meeting (or in such written consent in lieu thereof), except with respect to the following actions by the Company or any of its Subsidiaries: (i) any transaction between (x) BLUM or any of its Affiliates and (y) the ▇▇▇pany or any of its Subsidiaries, other than a transaction (A) with another portfolio company of BLUM or any of its Affiliates that has been ne▇▇▇▇ated on arms-length terms in the ordinary course of business between the managements of the Company or any of its Subsidiaries and such other portfolio company, (B) with respect to which the Securityholders may exercise their rights under Section 2.6 of this Agreement or (C) specifically contemplated by the Merger Agreement; or (ii) any amendment to the Certificate of Incorporation or Bylaws of the Company that adversely affects such Securityholder relative to BLUM, other than (x) an increase in the a▇▇▇▇rized capital stock of the Company, or (y) amendments made in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor reorganization of the slate of nominees Company effected to facilitate an Initial Public Offering (including any Investor Nominee to be included provided that in such slate in accordance with Section 5) proposed reorganization each share of each class or series of capital stock held by the Board; provided, that any Investor Nominee nominated by Non-BLUM Parties is treated the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights same as each ▇▇▇▇e of the Common Stock to one vote per share same class or series of Common Stock (a "Voting Amendment"), (ycapital stock held by BLUM) in favor or the acquisition of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase Company b▇ ▇▇rger or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companyconsolidation. (b) If In order to effectuate Section 4.5(a), each Non-BLUM Party hereby grants to BLUM an irrevocabl▇ ▇▇oxy, coupled with an int▇▇▇▇t, to vote, during the holders period specified in Section 4.5(a) above, all of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws capital stock of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to grantor of the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, proxy in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata manner set forth in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor AffiliatesSection 4.5(a). (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. The Stockholders hereby direct the Trustee to vote the Shares as follows: (a) At all times during Except as provided in (c) below, until the Standstill PeriodTermination Date, the Investor shall, Trustee shall cause each other member of the Investor Group to, and shall use vote (or submit its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled with respect to) the Shares on all matters submitted to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one a vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders stockholders other than an election of directors, whether at which the Reclassification Amendment is submitted for approval a meeting of the Company's shareholdersstockholders or by written consent, and either (zi) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to a vote the Voting Securities held by them in their discretion; provided, that taken at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a stockholders meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by other holders of Voting Securities or (ii) in the case of action taken by written consent, so that the percentage of Stockholder Voting Power consented to on behalf a matter equals the percentage of all holders other outstanding Voting Securities so consented. (b) Except as provided in (d) below, until the Standstill Termination Date, in any election of directors, the Trustee shall vote the Shares for the election of the Independent Directors nominated by the Board of Directors by a Majority Vote, and, unless otherwise directed by NPC, for the election of the other persons nominated by the Board of Directors. (c) Until the Standstill Termination Date, with respect to any vote or consent of the Company's stockholders (i) on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving NPC or NWA or (ii) on any amendment to the Company's amended and restated certificate of incorporation or its bylaws that would materially and adversely affect NPC (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by NPC), the Shares shall be voted by the Trustee as directed by NPC and, in the absence of such direction, shall not be voted. (i) Until the Standstill Termination Date, with respect to any election of directors in respect of which any Person other than the Investor Group Company is soliciting proxies, the Trustee shall vote the Shares, at the election of NPC, either (A) as recommended by the Board of Directors or (B) in the same proportion as the votes cast by the other holders of Voting Securities. (ii) Upon learning that a Person other than the Company is soliciting proxies in any election of directors, the Company shall promptly notify the Trustee and Other Investor AffiliatesNPC. Not later than five (5) Business Days prior to the date of the stockholders meeting at which the proxies solicited by such other person are to be voted, NPC shall notify the Trustee and the Company of its election under Section 3(d)(i). If no election is timely made by NPC, the Trustee shall vote the Shares in the same proportion as the votes cast by the other holders of Voting Securities. NPC may instruct the Trustee to change the vote cast at any time before the close of business two (2) days before a stockholders meeting by giving notice to the Trustee and the Company. (e) In the event the Trustee is required under this Voting Trust Agreement to vote the Shares in the same proportion as the votes cast by other holders of Voting Securities, the Trustee may discharge its obligation so to vote the Shares by delivering to the Company a proxy or written consent (as the case may be) providing that the Shares are to be so voted, in which event the Trustee shall have no duty to ascertain the actual votes cast by other holders of Voting Securities.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates Each Shareholder shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with their class of shares, if their class is entitled to vote. The Corporation shall have two classes of shares: Class A Shares and Class B Shares. Class A Shares shall have voting rights equal to one vote per share. Class B Shares shall have no voting rights. All issues not reserved for the foregoing provisions Board, that are expressly reserved for the Shareholders shall be determined by a majority vote, which will require approval by Shareholders holding at least 51% of the issued Class A shares of stock in the Corporation (a “Majority Vote”), or as otherwise required in this Agreement. The Board shall be explicitly vested the power vote on all matters of the Corporation not expressly reserved otherwise, by a Majority Vote, including but not limited to the following: (a) any capital expenditures greater than $1,000; (b) the acquisition of any business interests by the Corporation; (c) the payment of any cash dividends or stock dividends (if any) to Shareholders of the Corporation; (d) the issuance of any debt obligations of the Corporation; (e) the disposal of the whole or any part of the business, undertaking, or assets of the Corporation outside the normal course of business of the Corporation; (f) the transfer of any Class A Shares of the Corporation; (g) changes or variations in the objects or powers of the Corporation; (h) the approval of any contracts or transactions inside or outside the normal course of business in excess of $1,000.00; and (i) the lending of money by the Corporation; and (j) business plan and/or budgets. No vote is needed for matters that are considered matters of day-to-day operations of the Corporation. For purposes of this Section 6.2(a). At all times during Agreement, “day to day operations” shall mean the Standstill Period, the Investor shall be, shall cause each other member activities of the Investor Group to be, and shall use Corporation that the Corporation and/or its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, agents engage in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted on a daily basis for the purpose of determining generating a profit and increasing the presence of a quorum at all meetings of shareholders value of the Company. (b) business. If there is a dispute concerning whether something is considered day-to-day operations, the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company Board will determine what constitutes day-to-day operations in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to its sole discretion. Any dispute over what shall be voted upon by such class or voting groupwho shall vote, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included not explicit in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waivesthis Agreement, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to solely be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested resolved by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesa Majority Vote.

Voting. During the period commencing on the date hereof and ending on the Standstill Termination Date, each of the GSO Funds: (a) At all times during the Standstill Period, the Investor shall, shall (and shall cause each other member its Affiliates to) take such action (including, without limitation, if applicable, through the execution of one or more written consents if stockholders of the Investor Group to, and shall use its commercially reasonable efforts Company are requested to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any through the execution of an action by written consent at in lieu of any such annual or in which such Voting Securities are entitled to vote, (w) in favor special meeting of stockholders of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5Company) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholders, Company as may be required so that all shares of issued and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors outstanding Voting Securities of the CompanyCompany Beneficially Owned, and on directly or indirectly, by it and/or by any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 its Affiliates are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the votes cast by or on behalf Board of the Company to the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only (including without limitation with respect to the foregoing matters. On all other matters the Investor, the members director elections) of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretionCompany; provided, that at any meeting at which a quorum would the foregoing shall not be present but for apply in the inclusion event that the Board of the Company recommends that the other holders of Voting Securities Beneficially Owned by vote against the Investor Group, Company’s approval of a “Sale Transaction” (as defined in the Investor Joint Development Agreement); (b) shall (and shall cause such Voting Securities to its Affiliates to) be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders the stockholders of the Company, Company so that all shares of issued and outstanding Voting Securities which Investors or any other member of the Investor Group Company Beneficially Owned by it or any Other Investor Affiliate Beneficially Owns them from time to time may be counted for the purpose purposes of determining the presence of a quorum and voted in accordance with Section 2.5(a) at all such meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class including without limitation at any adjournments or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior postponements thereof). The foregoing provision shall also apply to the meeting held (or the record date for action taken execution by such Persons of any written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness meeting of the matter to be voted on that the matter be approved by an aggregate number holders of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws Voting Securities of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter.; and (c) To subject to the full extent permitted by Iowa law, the Investor hereby waivesproviso in Section 2.5(a), shall cause each member of the Investor Group to waive, (and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. their respective Affiliates to) vote (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted voted) or to act by written consent all securities of its Voting Securities the Company Group Beneficially Owned by it and that are not Voting Securities as directed or recommended by the other members Board of the Investor Group, Company and use commercially reasonable efforts to shall cause all Voting Securities Beneficially Owned by Other Investor Affiliates such other securities to be voted, counted as present for the election purposes of directors in establishing a quorum, to the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesextent applicable.

Voting. (a) At all times during the Standstill Period, the Investor Each Stockholder shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting of the stockholders of the Seller, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate stockholders of nominees the Seller, vote (including any Investor Nominee or cause to be included in such slate in accordance with Section 5voted) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor all Shares then held of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase record or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, such Stockholder as to which the Investor Group and Stockholder has the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled right to vote or direct the voting (the “Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (bShares”) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed Merger, the execution and delivery by the Board Seller of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (except ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that during would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any period respect of any covenant, representation or at warranty or any time when there other obligation or agreement of the Seller under the Merger Agreement or which would result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled. Notwithstanding any other provision of this Agreement to the contrary, the Stockholder shall be permitted to vote such Voting Shares in full force and effect a valid order or judgment favor of a court of competent jurisdiction or a ruling, pronouncement or requirement Superior Offer that is submitted for approval by the stockholders of the NYSE Seller if all of the following shall have occurred: (a) the Seller’s Board of Directors has approved such Superior Offer and recommended such Superior Offer to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not Seller’s stockholders in accordance with NYSE policySection 4.3 of the Merger Agreement, (b) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (c) the Seller has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which caseterm shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Investor willVoting Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or direct the disposition of such Voting Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if so requested the Person acquiring such Voting Shares does not agree to take such Voting Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Voting Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Voting Shares except to vote the Voting Shares in accordance with the terms of this Agreement, (iv) deposit such Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Voting Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the BoardMerger Agreement. (c) Subject to Section 6 hereof, vote each Stockholder hereby agrees that such Stockholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the Seller or any Seller Subsidiaries to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Stockholder may receive. (d) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be voted taken, all of its Voting Securities Beneficially Owned actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by it this Agreement and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of Merger Agreement. Each party shall promptly consult with the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) provide any necessary information and (ii) on material with respect to all other matters at filings made by such party with any shareholder meeting or Governmental Authority in connection with this Agreement and the transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Stockholder hereby waives any action by written consent, in rights of appraisal or rights to dissent from the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesMerger that such Stockholder may have.

Voting. During the period commencing on the date hereof and ending on the Standstill Termination Date: (a) At all times during the Standstill Period, the Investor shall, Investors shall (and shall cause each other member their respective Affiliates to) take such action (including without limitation, if applicable, through the execution of one or more written consents if stockholders of the Investor Group to, and shall use its commercially reasonable efforts Company are requested to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any through the execution of an action by written consent at in lieu of any such annual or in which such Voting Securities are entitled to vote, (w) in favor special meeting of stockholders of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5Company) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholders, Company as may be required so that all shares of issued and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors outstanding Voting Securities of the CompanyCompany Beneficially Owned, and on directly or indirectly, by it and/or by any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 its Affiliates are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion manner (“for,” “against,” “withheld,” “abstain” or otherwise) as recommended by the votes cast by or on behalf Board of the Company to the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only (including without limitation with respect to the foregoing matters. On all other matters the Investor, the members director elections) of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretionCompany; provided, that at any meeting at which a quorum would the foregoing shall not be present but for apply in the inclusion event that the Board of the Company recommends that the other holders of Voting Securities Beneficially Owned by vote against the Investor Group, Company’s approval of a “Sale Transaction” (as defined in the Investor Joint Development Agreement); and (b) the Investors shall (and shall cause such Voting Securities to their respective Affiliates to) be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders the stockholders of the Company, Company so that all shares of issued and outstanding Voting Securities which Investors or any other member of the Investor Group Company Beneficially Owned by it or any Other Investor Affiliate Beneficially Owns them from time to time may be counted for the purpose purposes of determining the presence of a quorum and voted in accordance with Section 2.5(a) at all such meetings (including without limitation at any adjournments or postponements thereof). The foregoing provision shall also apply to the execution by such Persons of shareholders any written consent in lieu of a meeting of holders of Voting Securities of the Company. (bc) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior subject to the meeting held (or the record date for action taken by written consent proviso in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa lawSection 2.5(a), the Investor hereby waives, Investors shall (and shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. their respective Affiliates to) vote (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted voted) or to act by written consent all securities of its Voting Securities the Company Group Beneficially Owned by it and that are not Voting Securities as directed or recommended by the other members Board of the Investor Group, Company and use commercially reasonable efforts to shall cause all Voting Securities Beneficially Owned by Other Investor Affiliates such other securities to be voted, counted as present for the election purposes of directors in establishing a quorum, to the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesextent applicable.

Voting. (a) At all times during During the Standstill Period, the Investor shallPurchaser shall take such action (including, shall cause each other member if applicable, through the execution of one or more written consents if stockholders of the Investor Group to, and shall use its commercially reasonable efforts Company are requested to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any through the execution of an action by written consent at in lieu of any such annual or in which such Voting Securities are entitled to vote, (w) in favor special meeting of stockholders of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5Company) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholdersCompany as may be required so that all shares of issued and outstanding Company Common Stock Beneficially Owned, and directly or indirectly, by it and/or by any of its Purchaser Affiliates are voted in the same manner (z"for," "against," "withheld," "abstain" or otherwise) on any matter relating either (i) as recommended by the Board of Directors to the adoption other holders of any stock option, stock purchase Company Common Stock (including with respect to director elections so long as the Purchaser Designee is included on the election slate) or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to causeii) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the all votes cast by or on behalf the stockholders of the other holders of the Company's Voting Securities Company other than the Investor Group Purchaser and Other Investor its Affiliates, but only with respect to and (b) the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to bePurchaser shall, and shall use (to the extent necessary to comply with this Section 4.13) cause its commercially reasonable efforts to cause each Other Investor Affiliate to bePurchaser Affiliates to, as the Beneficial Owners of Voting Securities, be present, in person or by proxy, at all meetings of shareholders the stockholders of the Company, Company so that all Voting Securities which Investors shares of issued and outstanding Company Common Stock Beneficially Owned by it or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns them from time to time may be counted for the purpose purposes of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(apreceding clause (a) and after the Standstill Period, in the sole discretion of the Investor, and at such meetings (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, including at any time following the occurrence of a Trigger Event adjournments or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatespostponements thereof).

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates The Holders shall be entitled to vote with the Voting Securities holders of the Common Stock on all matters submitted to a vote of stockholders of the Company (other than the election of directors for so long as the Holders have the right to elect a director pursuant to Section 4(d)), and except as otherwise expressly provided by applicable law. Each Holder shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which all shares of Preferred Stock held of record by them in their discretion; providedsuch Holder could then be converted at the Conversion Price if the Preferred Stock were converted at the record date for the determination of the stockholders entitled to vote on such matters or, that if no such record date is established, at the date such vote is taken or any written consent of stockholders is first executed. The Holders shall be entitled to notice of any stockholders’ meeting at which a quorum would not be present but for the inclusion time and in the manner given to the holders of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be Common Stock in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders Bylaws of the Company, so that as well as prior notice of all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may stockholder actions to be counted for the purpose of determining the presence taken by legally available means in lieu of a quorum at all meetings of shareholders of the Companymeeting. (b) If the holders of the outstanding So long as any shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held remain outstanding, and in addition to any other vote required by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted applicable law, unless a greater percentage shall then be required by Iowa applicable law, the Investor hereby waivesCompany shall not, shall cause each member without the affirmative vote or consent of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member Holders of at least a majority of the Investor Group then outstanding Preferred Stock voting or any Other Investor Affiliateconsenting, as the case may be, may have separately as one class: (i) create, authorize or hereafter acquire under Division XIII issue (by reclassification or otherwise) any class or series of Senior Stock or Parity Stock (other than the Series A Preferred Stock issued pursuant to the Merger), including Preferred Stock, or any security convertible into Senior Stock or Parity Stock; (ii) amend, alter or repeal (whether by merger, consolidation, operation of law or otherwise) the Certificate of Incorporation, this Certificate of Designation or the Company’s Bylaws so as to affect adversely the specified rights, preferences, privileges or voting rights of Holders; (iii) (a) effect any recapitalization, reorganization, reclassification, merger, sale, consolidation, or statutory share exchange (in each case, other than a Change of Control) (each, a “Fundamental Transaction”), pursuant to which upon the consummation of such Fundamental Transaction the stockholders of the Iowa Business Corporation Act with Company immediately prior to such Fundamental Transaction would not, after giving effect to such Fundamental Transaction, Beneficially Own 50% or more of the total voting power of the Voting Stock of either the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets), the surviving company in such merger, sale, consolidation or statutory share exchange or its or the Company’s parent, or (b) permit a Permitted Holder to become the Beneficial Owner, directly or indirectly (including as a result of membership in a “group” (as such term is used in Section 13(d) of the Exchange Act)), of more than 50% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this Section 4(a)(iii), any person or group shall be deemed to Beneficially Own any Voting Stock of the Company held by a parent entity, if such person or group Beneficially Owns, directly or indirectly, more than 50% of the total voting power of the Voting Stock of such parent entity); (iv) permit the Common Stock to fail to be listed on a Principal Market; or (v) until the Equity Threshold Date, incur, or permit any of its Restricted Subsidiaries (as defined in the Indentures) to, directly or indirectly, incur, any Indebtedness (including Acquired Indebtedness) (each as defined in the Indentures), if after giving effect to such incurrence, total outstanding Indebtedness of the Company and its Restricted Subsidiaries would exceed $1.9 billion or total outstanding Indebtedness of the Company and its Restricted Subsidiaries under Credit Facilities (including the Senior Secured Credit Agreement (in each case, as defined in the Indentures)) of the Company or its Restricted Subsidiaries would exceed $1.2 billion; provided, however, that accrual of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest in the form of additional Indebtedness, and unrealized losses or charges in respect of Hedging Obligations (as defined in the Indentures) (including those resulting from the application of FAS 133) will not be deemed to any disposition be an incurrence of Voting Securities pursuant Indebtedness for purposes of this Section 4(b)(v); provided further that obligations arising upon entering into Hedging Obligations after the Issue Date that, at the time of entering into such Hedging Obligations, are “out-of-the-money (off market)”, shall constitute incurrences of Indebtedness under the Company’s and its Restricted Subsidiaries’ Senior Secured Credit Agreement for purposes of this Section 4(b)(v) to this Agreementthe extent such obligations exceed $170 million in the aggregate. (dc) At The Company may authorize, increase the authorized amount of, or issue any time after class or series of Junior Stock with or without voting rights, without the conversion consent of the Series A Convertible Preferred Stock into Common Stock pursuant Holders, and in taking such actions the Company shall not be deemed for purposes of Section 4(b)(ii) to Section 6(a)(ii) have affected adversely the rights, preferences, privileges or voting rights of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor AffiliatesHolders. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during From and after the Standstill Perioddate hereof until the Termination Date, each Stockholder irrevocably and unconditionally hereby agrees that if the Investor shall, shall cause each other member of Covered Shares have not been previously accepted for payment pursuant to the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially OwnOffer, at any shareholder meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders ’s stockholders, each Stockholder will (i) appear at which such meeting or otherwise cause the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Covered Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, counted as the Beneficial Owners of Voting Securities, present, in person or present thereat (including by proxy, at all meetings ) for purposes of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of calculating a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (bii) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all of its Voting the Covered Securities Beneficially Owned beneficially owned by it such Stockholder and the other members entitled to vote thereat as of the Investor Grouprelevant time, and use commercially reasonable efforts as follows (in each case, to cause all Voting Securities Beneficially Owned by Other Investor Affiliates the extent such matter is submitted to be voted, for the election of directors in the same proportion as the votes cast by a vote or on behalf of the other holders written consent of the Company's Voting Securities ’s stockholders): (a) in favor of the adoption of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement and the Merger, to the extent contemplated thereby; (b) against approval of any Acquisition Proposal, Acquisition Transaction or any agreement related thereto; (c) against each of the following actions (other than the Investor Group Offer, the Merger and Other Investor Affiliatesthe Contemplated Transactions): (i) and any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any other Acquired Corporation; (ii) on all any sale, lease, transfer of a material amount of the assets of the Company or any other matters at Acquired Corporation, taken as a whole; or (iii) any shareholder meeting reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any other Acquired Corporation; (d) against any other action, agreement, proposal or transaction that would reasonably be expected to result in connection with a material breach of any action by written consentrepresentation, warranty or covenant or any other obligation or agreement of such Stockholder under this Agreement, or, to the knowledge of such Stockholder, of the Company under the Merger Agreement; and (e) against any other action, agreement, proposal or transaction that would reasonably be expected to compete with, impede, interfere with, delay or postpone, discourage, adversely affect or inhibit, in each case in any material respect the same proportion as consummation of the votes cast by Offer or on behalf the Merger in accordance with the Merger Agreement, including: (i) an election of all holders new members to the board of directors of the Company's Voting Securities , other than nominees to the Investor Group and Other Investor Affiliatesboard of directors of the Company who are serving as directors of the Company on the date of this Agreement, who are nominated for election by a majority of the board of directors of the Company, or as otherwise provided in the Merger Agreement; or (ii) any material change in the present capitalization of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except as may be contemplated by the Merger Agreement or as may be approved in writing by Parent. Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of any Stockholder to vote any shares of Company Common Stock in favor of, or against, or to abstain from voting with respect to, any matter presented to the Company’s stockholders, in its sole discretion.

Voting. (a) At all times during Stockholder hereby agrees that, prior to the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially OwnExpiration Date, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholdersIMSI, however called, and (z) on in any matter relating written action by consent of stockholders of IMSI, unless otherwise directed in writing by AccessMedia, Stockholder shall cause to the adoption be counted as present thereat for purposes of any stock optionestablishing a quorum and shall vote, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as cause to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Subject Shares Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each Stockholder as of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter.meeting or written consent: (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed Merger, the execution and delivery by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement IMSI of the NYSE to Merger Agreement and the effect that adoption and approval of the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policyMerger Agreement and the terms thereof, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all favor of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf each of the other holders actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the Company's Voting Securities foregoing; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of IMSI in the Merger Agreement; (iii) in favor of electing ▇▇▇▇▇▇ ▇▇▇▇ III and each individual nominated by the Stockholders’ Representative (as defined in the Merger Agreement and who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), to become a member of the IMSI Board of Directors, following the Closing Date of the Merger and until the Expiration Date; and (iv) in favor of electing a sufficient number of individuals for the IMSI Board of Directors, nominated by the Stockholders’ Representative, such that said individuals would represent a majority of the IMSI Board of Directors, after the date upon which AccessMedia achieves Revenue of $20 million and until the Expiration Date. (b) Stockholder also agrees to vote all of his, her or its shares from time to time and at all times in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to Section 2(a) of this Agreement may be removed from office (other than for cause) unless (A) such removal is directed or approved by the Investor Group and Other Investor AffiliatesStockholders’ Representative or (B) the Stockholders’ Representative is no longer so entitled to designate or approve such director and (ii) on all other matters at any shareholder meeting vacancies created by the resignation, removal or in connection death of a director elected pursuant to Section 2(a) shall be filled pursuant to the provisions of Section 2(a). Stockholder agrees to execute any written consents required to effectuate the obligations of this Agreement. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any action by written consent, Person to vote or give instructions in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesany manner inconsistent with Section 2(a).

Voting. The holder of the share of Class Pilot MEC Preferred Stock shall have the following voting rights: 8.1 Until such time (the “ALPA Termination Date”) as (i) there are no longer any persons represented by ALPA (or any ALPA Successor) employed by the Corporation or any of its Affiliates or (ii) the collective bargaining agreement between the Corporation or any of its Affiliates and ALPA has been amended by the parties thereto so that such agreement no longer provides that ALPA has the right to appoint a director of the Corporation, the holder of the share of Class Pilot MEC Preferred Stock shall have the right (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise requiredclass, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to (1) elect one director to the Board of Directors at each annual meeting held of stockholders for a term of office to expire at the succeeding annual meeting of stockholders, (2) remove such director with or the record date for action taken by written consent in lieu of a meetingwithout cause and (3) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included fill any vacancies in such class directorship resulting from death, resignation, disqualification, removal or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investorother cause, and (b) with respect to all other Votes, on any matter pro rata in accordance voting together as a single class with the Votes voted on such matter by all holders of Voting Securities Common Stock and the holders of such other classes or series of stock that vote together with the Common Stock as a single class, to vote on all matters submitted to a vote of the holders of Common Stock of the Corporation (other than the Investor Group and Other Investor Affiliateselection of Directors), except as otherwise required by law. 8.2 The affirmative vote of the holder of the share of Class Pilot MEC Preferred Stock, voting as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal (eincluding any amendment, alteration or repeal by operation of merger or consolidation) Notwithstanding of any of the provisions of this Restated Certificate or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designation, Preferences and Rights or any similar document relating to any series of Serial Preferred Stock) which would adversely affect the powers, preferences or special rights of the Class Pilot MEC Preferred Stock. 8.3 For purposes of the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release EventSections 8.1 and 8.2, the Investor shall, share of Class Pilot MEC Preferred Stock shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, have one (i1) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesvote.

Voting. (a) At Subject to Section 3.3 and 3.4, Sherritt shall vote its Units in favour of all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee persons nominated by the Investor Trust or the Board of Directors for inclusion election as Trustees and approval as Directors, respectively, provided that: (i) the Trust is in such slate pursuant compliance with its obligations under this Agreement to Section 5.1 is so includednominate the Sherritt/OTPP Trustee Nominee and the Sherritt/OTPP Director Nominee; and (ii) if elected or approved, (x) in favor of any amendment to the Company's Articles of Incorporation proposed Trustees and the Directors nominated by the Board to change Trust will meet the voting rights requirements of the Common Stock to one vote per share Declaration of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter Trust relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors eligibility and the composition of the Company, Trustees and on any nonthe articles of incorporation and by-Company sponsored shareholder proposal which is opposed by laws of New Fording and the Company, in accordance with CBCA relating to the direction eligibility and composition of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the CompanyDirectors. (b) If Sherritt shall deliver a proxy to the holders of Trust that complies with Section 3.2(a) (the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing "Proxy") at least ten days prior to any meeting of Unitholders at which the meeting held (or the record date for action taken by written consent in lieu election of a meeting) to approve such matter that the Investor opposes such matter so Trustees is to be voted upon by such class or voting group, then it shall be a condition to considered (the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter"Proxy Deadline"). (c) To If the full extent permitted by Iowa lawTrust does not receive the Proxy at least 15 days before such meeting, the Investor hereby waivesTrust shall provide notice to Sherritt and to OTPP substantially in the form attached as Schedule "A" (the "Proxy Notice") that it has not received the Proxy, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights provided however that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect Trust will not be liable to any disposition Person for any costs, damages or expenses which may be incurred as a result of Voting Securities pursuant its failure to this Agreementprovide such notice. (d) At any time after If Sherritt does not deliver the conversion Proxy by the later of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) Proxy Deadline and two business days after delivery of the Certificate of Designation for the Series A Convertible Preferred Stocka Proxy Notice or if, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired at or prior to a meeting of Unitholders at which the termination election of this Agreement Trustees or the appointment of Directors is to be voted (a) considered, Sherritt revokes its Proxy or OTPP does not comply with respect to a number of Votes representing no more than voting power equal to this similar provision in the Investor Group's Total Ownership Percentage at such time, during OTPP Governance Agreement or otherwise vote against the Standstill Period, Trustees or Directors nominated in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.23.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, then: (i) in favor the Trust and the Board of Directors may withdraw the Sherritt/OTPP Trustee Nominee and the Sherritt/OTPP Director Nominee, respectively, from the slate of nominees proposed by the Board Trustees and the Trust may cease soliciting proxies in favour of the Sherritt/OTPP Trustee Nominee and Sherritt/OTPP Director Nominee and instead include an additional Independent Trustee and an additional Independent Director as nominees for election as a Trustee or approval as a Director as the case may be; and (except that during ii) Sherritt and OTPP shall no longer be entitled to nominate a Trustee or a Director under this Agreement or under the OTPP Governance Agreement; and for greater certainty, neither the Trust nor New Fording shall have any period or at any time when there shall be in full force remedy against Sherritt and effect a valid order or judgment the sole consequence of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions breach of this Section 6.2(e) are invalid, void, unenforceable or not 3.2 shall be as set out in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesSection 3.2(d)(ii).

Voting. (a) At all times during Prior to the Standstill date on which this Agreement is terminated in accordance with its terms (the “Voting Period”), at each meeting of the Company Equity Holders, and in each written consent or resolutions of any of the Company Equity Holders in which the Restricted Party is entitled to vote or consent, the Investor shallRestricted Party hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts or consent to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or resolution with respect to, as applicable, any limited liability company or other equity interests of the Company which the Restricted Party beneficially owns, holds or over which the Restricted Party otherwise has voting power (the “Units”) (i) in which such Voting Securities are entitled to votefavor of, and adopt, the Merger Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents, (wii) in favor of the slate of nominees other matters set forth in the Merger Agreement to the extent required for the Company to carry out its obligations thereunder, and (including iii) vote the Units in opposition to: (A) any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that Acquisition Proposal and any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, and all other proposals (x) that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger or any of the other Transactions or (y) which are in favor competition with or materially inconsistent with the Merger Agreement or the Transaction Documents or (B) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any amendment material respect the Transactions or would reasonably be expected to result in any of the conditions to the Company's Articles of Incorporation proposed by ’s obligations under the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or Merger Agreement not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companybeing fulfilled. (b) If The Restricted Party agrees not to deposit, and to cause its Affiliates not to deposit, any Units owned by the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation Restricted Party or the corporation laws Restricted Party’s Affiliates in a voting trust or subject any Units to any arrangement or agreement with respect to the voting of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise requiredsuch Units, then unless specifically requested to do so by the Company hereby covenants and agrees that if Parent in connection with the Investor advises Merger Agreement, the Company in writing prior to the meeting held (Transaction Documents or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterTransactions. (c) To The Restricted Party agrees, except as contemplated by the full extent permitted by Iowa lawMerger Agreement or the Transaction Documents, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the Investor hereby waives, shall cause each member rules of the Investor Group SEC) or powers of attorney or similar rights to waivevote, and shall use its commercially reasonable efforts or seek to cause each Other Investor Affiliate to waive, advise or influence any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act Person with respect to the voting of, any disposition limited liability company or other equity interests of Voting Securities pursuant the Company in connection with any vote or other action with respect to the Transactions, other than to recommend that the Company Equity Holders vote in favor of the adoption of the Merger Agreement, the Transaction Documents and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance thereof and otherwise as expressly provided in this AgreementSection 6). (d) At The Restricted Party agrees to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such timeMerger Agreement, during the Standstill PeriodTransaction Documents, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion Merger or any of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor AffiliatesTransactions. (e) Notwithstanding The Restricted Party agrees that during the foregoing provisions Voting Period it shall not, and shall cause its Affiliates not to, without Parent’s and the Company’s prior written consent, (A) make or attempt to make any Prohibited Transfer (but for purposes of this Section 6.26(e), at including Units within the term “Restricted Securities” in the definition of “Prohibited Transfer”), except to an Affiliate who agrees to be bound by this Section 6; (B) grant any time following proxies or powers of attorney with respect to any or all of the occurrence Units; or (C) take any action with the intent to prevent, impede, interfere with or adversely affect the Restricted Party’s ability to perform its obligations under this Section 6. The Company hereby agrees to reasonably cooperate with Parent in enforcing the transfer restrictions set forth in this Section 6. (f) The Restricted Party hereby represents and warrants to Parent and the Company that as of a Trigger Event or a Release Eventthe date hereof, the Investor shall, shall cause each other member Restricted Party has beneficial ownership over the type and number of the Investor Group toUnits set forth under the Restricted Party’s name on the signature page hereto, and shall use its commercially reasonable efforts is the lawful owner of such Units, has the sole power to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. (g) In the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Units” shall be deemed to refer to and include the Units as well as all such equity dividends and distributions and any securities into which or for which any or all of its the Units may be changed or exchanged or which are received in such transaction. The Restricted Party agrees during the Voting Securities Beneficially Owned by it and the other members Period to notify Parent promptly in writing of the Investor Groupnumber and type of any additional Units acquired by the Restricted Party, if any, after the date hereof. (h) During the Voting Period, the Restricted Party agrees to provide to Parent, the Company and use commercially reasonable efforts their respective Representatives any information regarding the Restricted Party or the Units that is reasonably requested by Parent, the Company or their respective Representatives and required in order for the Company to cause all Voting Securities Beneficially Owned by Other Investor Affiliates comply with Sections 5.10 and 5.11 of the Merger Agreement. The Restricted Party agrees to be voted, for the election of directors in the same proportion as the votes cast bound by or on behalf Section 11.15 of the other holders of Merger Agreement as if it were a party thereto. To the Company's Voting Securities other than extent required by applicable Law, the Investor Group Restricted Party hereby authorizes the Company and Other Investor Affiliates) Parent to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (ii) on including all other matters at any shareholder meeting or documents and schedules filed with the SEC in connection with any action by written consentthe foregoing), in the same proportion as the votes cast by or on behalf of all holders Restricted Party’s identity and ownership of the Company's Voting Securities Units and the nature of the Restricted Party’s commitments and agreements under this Agreement, the Merger Agreement and any other than Transaction Documents; provided that such disclosure is made in compliance with the Investor Group provisions of the Merger Agreement, including, without limitation, Sections 5.3, 5.10, 5.11 and Other Investor Affiliates11.15 thereof.

Voting. Each Sponsor Entity hereby agrees that, except as otherwise contemplated by this Agreement or the Merger Agreement, (ai) At all times during such Sponsor Entity shall not (A) call, or cause MLP, MLP GP or the Standstill PeriodMLP GP Board to call, the Investor shall, shall cause each other member any special meeting of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Limited Partners or in connection with any (B) take action by written consent inconsistent with this Agreement and (ii) at any meeting of the Limited Partners, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the Limited Partners is sought, such Voting Securities are Sponsor Entity, if it is entitled to votedo so, shall appear at each such meeting or otherwise cause all of its Common Units to be counted as present thereat for purposes of calculating a quorum and shall vote its Common Units, or cause its Common Units to be voted, (wA) in favor for approval of the slate of nominees Merger Agreement and any related proposal in furtherance thereof (including any Investor Nominee proposal relating to an amendment of the Merger Agreement contemplated by Section 6.4(d) thereof but excluding any Adverse Amendment) and (B) against: (1) any Alternative Proposal; (2) any action that would reasonably be included expected to result in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) a breach of or failure to perform any representation, warranty, covenant or agreement of either MLP Entity or GP Holdings under the Merger Agreement or (y) any of the conditions set forth in favor Article VII of the Merger Agreement not being satisfied; (3) any amendment change in the business or management of MLP or MLP GP or membership of the MLP GP Board (other than with respect to the Company's Articles transactions contemplated in the Merger Agreement); (4) any action that would prevent or materially delay, or would reasonably be expected to prevent or materially delay, the consummation of Incorporation proposed the Merger or the GP Equity Transfer; or (5) except as contemplated by the Board to Merger Agreement, change in any manner the distribution policy or capitalization of, including the voting rights of the Common Stock any Partners of, MLP. No Sponsor Entity shall take or agree to one vote per share of Common Stock (a "Voting Amendment"), (ytake any action which it has agreed not to take in Section 1(a) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a1(b). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (ai) At all times during So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, covenants and shall use its commercially reasonable efforts agreements relating to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Investment Related Property in this Agreement or elsewhere herein or in connection with any action by written consent at or in which such Voting Securities are entitled to votethe Credit Agreement, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates Grantor shall be entitled to vote exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Voting Securities held by them in their discretionInvestment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that at no Grantor shall exercise or refrain from exercising any meeting at which such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a quorum would not be present but for Material Adverse Effect on the inclusion value of the Voting Securities Beneficially Owned Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by the Investor Groupsuch Grantor of any Pledged Stock for, or such Grantor’s consent to, the Investor shall cause such Voting Securities to be voted election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to each incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the matters presented to shareholders at such meeting and such vote Credit Agreement, shall be in accordance deemed inconsistent with the foregoing provisions terms of this Agreement or the Credit Agreement within the meaning of this Section 6.2(a). At all times 6.6(b)(i)(1) and no notice of any such voting or consent need be given to the Collateral Agent; and (ii) Upon the occurrence and during the Standstill Period, continuation of an Event of Default and upon two (2) Business Days prior written notice from the Investor shall be, shall cause each other member Collateral Agent to such Grantor of the Investor Group Collateral Agent’s intention to be, exercise such rights: (1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall use its commercially reasonable efforts cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to cause each Other Investor Affiliate exercise such voting and other consensual rights; and (2) in order to be, as permit the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of Collateral Agent to exercise the Company, so that all Voting Securities voting and other consensual rights which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns it may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on exercise pursuant hereto and to receive all dividends and other distributions which a shareholder vote is otherwise required, then the Company hereby covenants it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and agrees that if the Investor advises the Company in writing prior to the meeting held deliver (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted executed and delivered) to the Collateral Agent all of its Voting Securities Beneficially Owned by it proxies, dividend payment orders and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion instruments as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Collateral Agent may from time to time reasonably request and (ii2) on all other matters at any shareholder meeting or each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesSection 8.1.

Voting. From and after the Closing, unless an exemption or waiver is otherwise approved in advance in writing by the Board, until the date (the “Voting Fall-Away Date”) that is six (6) months after the later of (x) thirty (30) months from the date hereof and (y) the date no Shareholder Director is serving on the Board and, if the Shareholder has the right to nominate a Shareholder Director hereunder at that time, the Shareholder has certified in writing to the Company that it irrevocably waives and agrees to forego all its rights under this Agreement with respect to representation on the Board (or nomination thereto) and any committee thereof, with respect only to any matter relating to (a) At all times during the Standstill Periodelection or removal of Directors to or from the Board, (b) the effectuation of the provisions of this Agreement, or (c) a Shareholder Voting Matter, the Investor shallShareholder (i) shall attend, shall cause each other member in person or by proxy, all meetings of the Investor Group to, shareholders of the Company and shall use vote, or cause to be voted, all shares of Capital Stock held by the Shareholder and its commercially reasonable efforts Affiliates in such manner as is recommended by the Board and (ii) shall deliver (or cause to cause each Other Investor Affiliate to, vote be delivered) written consents for all Voting Securities which they Beneficially Own, at the shares of Capital Stock beneficially owned by the Shareholder and its Affiliates on any shareholder meeting or in connection with any action by matter submitted for the written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate shareholders of nominees the Company, voting for (including any Investor Nominee to be included or against) the matters contemplated by such written consent in such slate in accordance with Section 5) proposed manner as is recommended by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion Shareholder’s obligation to comply with the foregoing is, in such slate pursuant all cases, subject to Section 5.1 is so includedcompliance with the express, (x) in favor affirmative requirements of any amendment to the Shareholder’s bona fide publicly available voting principles and guidelines and the Company's Articles ’s compliance with the terms of Incorporation proposed by this Agreement in all material respects. Both before and after the Board Voting Fall-Away Date, the Shareholder shall and shall cause and its Affiliates to change vote its Shares ratably with the voting rights of the Common Stock to one vote per share of Common Stock general shareholder base (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, excluding such Shareholder and (zits Affiliates) on any matter relating transaction (if such transaction is subject to a Company shareholder vote at all) between the adoption of any stock optionCompany and its Subsidiaries, stock purchase or other benefit or compensation plan for employees, executives or directors of on the Companyone hand, and the Shareholder or an Affiliate thereof, on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders hand. For the avoidance of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesdoubt, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the InvestorShareholder, including, without limitation, the Shareholder Discretionary Matters; provided, however, that the obligation to vote and (b) consider appropriate factors on a case-by-case basis with respect to all other Votes, on any matter pro rata contemplated by such principles and guidelines shall not be given effect in accordance a manner in-and-of itself that overrides Shareholder’s affirmative voting obligations with respect to the Shareholder Voting Matters to the extent such Board recommendation otherwise complies with the Votes voted on principles and guidelines in respect of such matter by all holders of Voting Securities other than set forth in such principles and guidelines; provided, further, that the Investor Group Shareholder shall reasonably inform and Other Investor Affiliates. (e) Notwithstanding consult with the Company prior to voting against a Board recommendation pursuant to the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, sentence (such obligation to inform and consult shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be votedbe, for the election avoidance of directors in doubt, deemed satisfied to the same proportion as extent the votes cast by or on behalf Shareholder Director raises such issues at a meeting of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesBoard).

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates All Members shall be entitled to vote on any matter submitted to a vote of the Voting Securities Members. Members may vote either in person or by proxy at any meeting. Each Member shall be entitled to one (1) vote for each Unit held by them in their discretion; providedsuch Member. (b) With respect to any matter other than a matter for which the affirmative vote of Members owning a specified percentage of the Units is required by the Act, that the Certificate of Formation or this Agreement, the affirmative Majority Vote of the Members at any a meeting at which a quorum would not is present shall be present but for the inclusion act of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterMembers. (c) To Notwithstanding any other provision contained in this Agreement to the full extent permitted contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by Iowa lawthe Company, the Investor hereby waives, shall cause each member or any officer or Manager on behalf of the Investor Group to waiveCompany, and shall use its commercially reasonable efforts to cause in each Other Investor Affiliate to waive, any rights that case without the Investor, any member approval of Members holding at least (A) 51% of the Investor Group Class A Units then outstanding and (B) 51% of the Class B Units then outstanding, each class voting or any Other Investor Affiliateconsenting, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act separately, with respect to any disposition of Voting Securities the following: (i) any amendment, termination, modification or waiver of any provisions of this Agreement; (ii) the redemption or other acquisition of any Units by the Company; (iii) any split, combination or reclassification of any Units or other limited liability company interests in the Company then outstanding; (iv) the incurrence of any Indebtedness, the creation of any Lien or the issuance of any Guarantee by the Company; provided, however, that this clause (iv) shall not apply to (A) any incurrence of Indebtedness under the Revolver Agreement during the First Distribution Period or (B) any other incurrence of Indebtedness, creation of any Lien or issuance of any Guarantee during the First Distribution Period or the Third Distribution Period if (1) the Member which would hold a minority of the applicable voting rights (absent this clause (iv)) is given the right to review the applicable documents, and to consult with and make suggestions to the other Member (such suggestions to be reasonably considered by such other Member) in connection with such Indebtedness, Lien or Guarantee (as the case may be) and (2) the Member which would hold a majority of the applicable voting rights (absent this clause (iv)) enters into an agreement or other arrangement with the other Member pursuant to this Agreement.which such other Member is fully compensated for the economic cost of any reduction in amounts distributed to it hereunder which are attributable to debt service expenses relating to such Indebtedness; and provided further that, unless otherwise agreed by the holders of the Class B Units, any Indebtedness incurred prior to the beginning of the Third Distribution Period shall state that it matures, or is prepayable without penalty, at or prior to the beginning of the Third Distribution Period; (dv) At filing or consenting to the filing of any time after bankruptcy, insolvency or reorganization case or proceeding with respect to the conversion Company, or the institution of any proceedings with respect to the Company under any applicable insolvency law or otherwise seeking relief with respect to the Company under any laws relating to the relief from debts or the protection of debtors generally; (vi) seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or a substantial portion of its properties; (vii) making any assignment for the benefit of the Series A Convertible Preferred Stock creditors of the Company; (viii) the engagement in any activities not contemplated or permitted by Section 1.5; (ix) the engagement in any transaction or entry into Common Stock any agreement with any Member or Affiliate of any Member, or the amendment, modification or waiver of any provisions of any transactions or existing agreements with any Member or any Affiliate of any Member; provided, however, that this clause (ix) shall not apply to (A) entry into any transaction or agreement listed on Schedule 2 or (B) during the Third Distribution Period, entry into any transaction or agreement, or any amendment, modification or waiver of any transaction or agreement, with any Member or Affiliate of a Member if (1) the terms of such agreement, transaction, amendment, modification or waiver are no less favorable to the Company than could be obtained by it at the relevant time in arm’s-length dealings with a Person that is not a Member, an Affiliate of a Member or an Affiliate of the Company, and (2) each of the Members shall have been given written notice of such agreement, transaction, amendment, modification or waiver (and the terms thereof) at least 15 Business Days prior thereto; (x) the sale, lease or other disposition by the Company of any material portion of the Company Property; provided, however, that this clause (x) shall not apply to any sale of Company Property during the Third Distribution Period if such sale (1) is for cash, (2) is for no less than fair market value (determined pursuant to an appraisal conducted by an independent expert with respect to the market for similar property (the cost of which shall be borne by Member B) at a time no more than ninety (90) days prior to such sale date) and (3) is not made to any Affiliate of Member B; (xi) the amendment, modification or waiver of any provision of the O&M Agreement or the appointment of a replacement Operator; provided, however, that this clause (xi) shall not apply to (1) any termination of the O&M Agreement in accordance with its terms, or (2) prior to the Third Distribution Period, appointment of any replacement of the Operator upon or following a termination of the O&M Agreement by the Company pursuant to Section 6(a)(ii) 9.2 of the Certificate of Designation for O&M Agreement; (xii) the Series A Convertible Preferred Stocktermination, amendment, modification or waiver of, or any consent under any Project Document; provided, however, that this clause (xii) shall not apply to (A) any termination, amendment, modification or waiver of, or any consent under, the Investor will cause all Votes attributable to O&M Agreement or any shares other agreement between the Company and Member B or any Affiliate of Common Stock thereafter owned by the Investor Group and acquired prior Member B or (B) any amendment or modification of any other Project Document to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect extent that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable O&M Agreement expressly permits the Operator to make such amendment or not in accordance modification with NYSE policy, in which case, out the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders consent of the Company's Voting Securities other than ; (xiii) the Investor Group and Other Investor Affiliatesappointment or hiring of any officer or employee; or (xiv) and (ii) on all other matters at the agreement to do any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesforegoing.

Voting. (a) At all times during the Standstill PeriodEach Stockholder hereby agrees to appear, the Investor shall, shall or cause each other member any transferee of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor Stockholder who is a holder of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor record of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) Shares on any matter relating to applicable record date (the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause"Record Holder") to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, presentappear, in person or by proxy, for the purpose of obtaining a quorum at all meetings any annual or special meeting of shareholders stockholders of the Company and at any adjournment thereof for the purpose of voting on the Merger Agreement and the transactions contemplated thereby (a "Meeting"). Each Stockholder agrees that, during the period from the date of this Voting Agreement through the Expiration Date, at any Meeting, however called, and in any action by written consent of the stockholders of the Company, so that all Voting Securities which Investors each Stockholder shall vote the Shares or any other member of cause the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement Shares to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Groupextent such securities are entitled to be voted) in such Stockholder's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates.capacity as a stockholder: (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (ia) in favor of the slate Merger and the approval and adoption of nominees proposed the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement Directors of the NYSE to the effect that the foregoing provisions Company and by Parent) in connection with any meeting of, or solicitation of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which caseconsents from, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members stockholders of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters Company at any shareholder meeting which or in connection with any action by written consent, in which the same proportion as Merger or the votes cast by or on behalf Merger Agreement are submitted for the consideration and vote of all holders the stockholders of the Company's ; (b) against any action, proposal, transaction, or agreement that could reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement or Stockholder under this Voting Securities Agreement; (c) against any action, proposal, transaction, or agreement which could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company; (d) against approval or adoption of any extraordinary corporate transaction (other than the Investor Group Merger, the Merger Agreement or the transactions contemplated thereby) including, without limitation, any transaction involving (i) the sale or transfer of all or substantially all of the capital stock of the Company, whether by merger, consolidation or other business combination, (ii) a sale or transfer of all or substantially all of the assets of the Company or its subsidiaries, (iii) a reorganization, recapitalization or liquidation of the Company or its subsidiaries, or (iv) any amendment to the Company's governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of security as currently in effect; and (e) against the following actions (other than the Merger and Other Investor Affiliatesthe transactions contemplated by the Merger Agreement): (i) any Takeover Proposal or (ii) any change in a majority of the members of the board of directors of the Company.

Voting. 11.1 The provisions of the subsection of this Section 11.1 specified in Section F of the Transaction Specific Terms shall apply to the Transaction: (a) At all times during On and after the Standstill PeriodSettlement Date, the Investor shall, Seller (i) shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting not take (or in connection with refrain from taking) any action by written consent at or in which such Voting Securities are entitled with respect to vote, the Transferred Rights and Assumed Obligations (wan “Act”) in favor of the slate of nominees (including any Investor Nominee to be included in such slate other than in accordance with Section 5the prior instructions of Buyer and (ii) proposed shall take (or refrain from taking) any Act with respect thereto in accordance with the prior instructions of Buyer, in each case except (i) as restricted or prohibited under applicable law, rule, order or the Credit Documents (and such restrictions or prohibitions are hereby incorporated by the Boardreference as if set forth herein) or (ii) if following such instructions might (in Seller’s reasonable determination) expose Seller to any obligation, liability or expense that in Seller’s reasonable judgment is material and for which Seller has not been provided adequate indemnity; provided, however, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) if the Act involved is not divisible in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights respect of the Common Stock to one vote per share Participation but may be made only in respect of Common Stock all loans and commitments held by Seller under such Credit Agreement (a "Voting Amendment"“Seller’s Claims”), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, then Seller shall take such Act in accordance with the direction (if timely given) of holders (including Seller, if applicable) owning or holding interests representing more than 50% of the Board as to how such Voting Securities shall be voted, except that during any period total amount of Seller’s Claims (the “Majority Holders”); or at any time when there shall be in full force and effect a valid order or judgment (y) if the Act arises after the commencement of a court of competent jurisdiction bankruptcy, insolvency or a rulingsimilar proceeding relating to the Borrower and/or any Obligor under such Credit Agreement, pronouncement or requirement and is not divisible in respect of all loans and commitments that Seller may own from time to time under such Credit Agreement, but is divisible in respect of all claims of the NYSE to same class that Seller may have against the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policyBorrower and/or any Obligor under such Credit Agreement, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates Seller shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause take such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be Act in accordance with the foregoing provisions directions (if timely given) of this Section 6.2(athe majority (including Seller, if applicable) of holders (the “Majority Claims Holders”) in respect of all such claims (measured by amount of claims). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose For purposes of determining the presence Majority Holders or Majority Claims Holders pursuant to the preceding sentence, (A) the interests or claims held by Seller for its own account and the interests or claims held by Affiliates of a quorum at all meetings of shareholders Seller shall be counted or not counted as specified in Section F of the Company. Transaction Specific Terms, and (bB) If Seller shall only be required to obtain instructions relating to any Act to be taken in respect of the Transferred Rights and Assumed Obligations related to such Credit Agreement from (x) Buyer or (y) if Seller has consented to transfers of the Transferred Rights related to such Credit Agreement (or any portion thereof) pursuant to Section 10.1(b), the then current holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws aggregate principal amount of the Company's jurisdiction claims outstanding in respect of incorporation on any matter on which a shareholder vote such Act is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action be taken by written consent in lieu of a meeting) to approve such matter Seller. Buyer acknowledges that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness bound by any decisions of the matter to be voted on that Majority Holders or the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor AffiliateMajority Claims Holders, as the case may be, may have to take or hereafter acquire not take an Act. 11.2 Any consent, instruction or other direction of Buyer permitted under Division XIII Section 11.1 must be in writing and shall not be effective unless received by Seller no later than one (1) Business Day prior to the date on which such direction must be taken by Seller; provided, however, that if Seller gives notice to Buyer of the Iowa Act that is to be taken less than one (1) Business Corporation Day prior to the time when such Act is to be taken and Buyer gives a consent or other direction to Seller prior to the time when such Act is to be taken, Seller shall make commercially reasonable efforts to take into account such direction with respect to such Act. Absent such timely consent or other direction (including the withholding of such consent) from Buyer, Seller shall be entitled (but not required), in its sole discretion, to deem that Buyer has given its consent to take (or refrain from taking) any disposition Act on behalf of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) Buyer with respect to a number of Votes representing no more than voting power equal such matters; provided, however, that in doing so, Seller shall act in good faith and subject to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates12. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. Each Founding Unitholder hereby agrees that, except as otherwise contemplated by this Agreement or the Merger Agreement, (ai) At all times during such Founding Unitholder shall not as the Standstill Periodholder of its Covered Units (A) call, the Investor shallor join with other Unitholders to call, shall cause each other member any special meeting of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Limited Partners or in connection with any (B) take action by written consent inconsistent with this Agreement or (ii) at any meeting of the Limited Partners at which any of the matters described below in this clause (ii) are to be voted on, however called, or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the Limited Partners is sought for such Voting Securities are matters, such Founding Unitholder as the holder of its Covered Units, if it is entitled to votedo so, shall appear at each such meeting or otherwise cause all of its Covered Units to be counted as present thereat for purposes of calculating a quorum and shall vote its Covered Units, or cause its Covered Units to be voted, (wA) in favor for approval of the slate of nominees Merger Agreement and any related proposal in furtherance thereof (including any Investor Nominee proposal relating to an amendment of the Merger Agreement contemplated by Section 6.4(d) thereof but excluding any Adverse Amendment) and (B) against: (1) any Alternative Proposal; (2) any action that would reasonably be included expected to result in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) a breach of or failure to perform any representation, warranty, covenant or agreement of either MLP Entity or GP Holdings under the Merger Agreement, or (y) any of the conditions set forth in favor Article VII of the Merger Agreement not being satisfied; (3) any amendment change in the business or management of MLP or MLP GP or membership of the MLP GP Board (other than with respect to the Company's Articles transactions contemplated in the Merger Agreement); (4) any action that would prevent or materially delay, or would reasonably be expected to prevent or materially delay, the consummation of Incorporation proposed the Merger or the GP Equity Transfer; or (5) except as contemplated by the Board to Merger Agreement, change in any manner the distribution policy or capitalization of, including the voting rights of the Common Stock any partners of, MLP. No Founding Unitholder shall take or agree to one vote per share of Common Stock (take any action as a "Voting Amendment"), (yUnitholder which it has agreed not to take in Section 1(a) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a1(b). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during From and after the Standstill Perioddate hereof until the earlier of (i) the Effective Time, (ii) the Investor shall, shall cause each other member termination of the Investor Group toMerger Agreement pursuant to and in compliance with the terms therein and (iii) any reduction of the Exchange Ratio or change in the Exchange Ratio (the date upon which any of the events set forth in the foregoing clauses (i) through (iii) occurs being the “Expiration Date”), each Shareholder irrevocably and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, unconditionally hereby agrees with the Company that at any shareholder meeting (whether annual or special and each adjourned or postponed meeting) of Parent’s shareholders, however called, or in connection with any action by written consent of Parent’s shareholders, the Shareholder will (A) appear at such meeting or in otherwise cause all of its Existing Parent Shares and other shares of Parent Common Stock over which such Voting Securities are entitled to vote, (w) in favor of it has acquired beneficial ownership after the slate of nominees date hereof (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor shares of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Parent Common Stock to one vote per share acquired by means of Common Stock (a "Voting Amendment")purchase, (y) in favor of dividend or distribution, or issued upon the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption exercise of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as options to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of acquire Parent Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation warrants or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of any convertible securities or otherwise) (collectively, the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) “New Parent Shares”, and together with the Existing Parent Shares, the “Parent Shares”), which it owns as of the Certificate of Designation for the Series A Convertible Preferred Stockapplicable record date, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to counted as present thereat for purposes of calculating a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, quorum and (bB) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all such Parent Shares (1) in favor of its Voting Securities Beneficially Owned by it adoption and approval of the Merger Agreement, the Merger, the Charter Amendment, and the other members transactions contemplated by the Merger Agreement (the “Parent Meeting Proposals”), (2) in favor of any proposal to adjourn or postpone such meeting of Parent’s shareholders to a later date if there are not sufficient votes to approve the Investor GroupParent Meeting Proposals, and use commercially reasonable efforts (3) against any action, proposal, transaction or agreement that would reasonably be likely to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted(x) result in a material breach of any covenant, for the election representation or warranty or any other obligation or agreement of directors Parent contained in the same proportion as Merger Agreement, or of a Shareholder contained in this Agreement or (y) prevent, materially impede or materially delay Parent’s ability to consummate the votes cast transactions contemplated by the Merger Agreement, including the Merger (clauses (1) through (3), the “Parent Required Votes”). (b) From and after the date hereof until the Expiration Date, each Shareholder irrevocably and unconditionally hereby agrees with the Company that at any meeting (whether annual or on behalf of the other holders special and each adjourned or postponed meeting) of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting ’s shareholders, however called, or in connection with any action written consent of the Company’s shareholders, the Shareholder will (i) appear at such meeting or otherwise cause all of its Existing Company Shares and other shares of Company Common Stock over which it has acquired beneficial ownership after the date hereof (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Company Shares”, and together with the Existing Company Shares, the “Company Shares”; the Company Shares together with the Parent Shares, the “Shares”; the New Company Shares together with the New Parent Shares, the “New Shares”), which it owns as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Company Shares (A) in favor of adoption and approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the “Company Meeting Proposals”), (B) in favor of any proposal to adjourn or postpone such meeting of Company’s shareholders to a later date if there are not sufficient votes to approve the Company Meeting Proposals, and (C) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the same proportion as the votes cast by Merger Agreement, or on behalf of all holders of a Shareholder contained in this Agreement or (2) prevent, materially impede or materially delay the Company's Voting Securities other than ’s ability to consummate the Investor Group transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (C), the “Company Required Votes”, and Other Investor Affiliates.together with the Parent Required Votes, the “Required Votes”)

Voting. During the period from the execution of this Agreement through the date that is the earlier of (ai) At all times during thirty (30) calendar days prior to the Standstill Periodnotice deadline under the Company’s Second Amended and Restated Bylaws for the nomination of non-proxy access director candidates for election to the Board at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and (ii) one hundred twenty (120) days prior to the first anniversary of the date that the Company’s proxy statement was released to stockholders in connection with the 2024 Annual Meeting (such period of time, the Investor shall“Cooperation Period”), shall each Live Party will cause each other member all of the Investor Group toCommon Stock that such Live Party or any of its Affiliates has the right to vote (or to direct the vote), as of the applicable record date, to be present in person or by proxy for quorum purposes and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, be voted at any shareholder meeting of stockholders of the Company or at any adjournment or postponement thereof or to deliver any consent or consent revocation, as applicable, in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights stockholders of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting, (A) to approve such matter that in favor of each director nominated and recommended by the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness Board for election at any meeting of stockholders of the matter to be voted on that the matter be approved Company or action by an aggregate number written consent of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws stockholders of the Company's jurisdiction of incorporation if all the Votes , (B) against any stockholder nomination for director that could have been voted is not approved and recommended by the Investor Group had such class Board for election, (C) against any proposal or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group resolution to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, remove any member of the Investor Group Board, and (D) in accordance with the recommendations by the Board on all other proposals or business that may be the subject of stockholder action; provided, however, that, in the event that both Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC (including any Other Investor Affiliate, as successor thereof) issue a voting recommendation that differs from the case may be, may have or hereafter acquire under Division XIII voting recommendation of the Iowa Business Corporation Act Board with respect to any disposition of Voting Securities pursuant proposal submitted to this Agreement. stockholders at a stockholder meeting (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) other than with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in to the same proportion as Board, the votes cast by or on behalf removal of directors from the Board, the size of the other holders Board or the filling of any vacancy on the Board), the Live Parties and their Affiliates may, but are not required to, vote in accordance with any such recommendation; provided, further, that the Live Parties and their Affiliates shall be permitted to vote in their sole discretion on any proposal of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at Company in respect of any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesExtraordinary Transaction.

Voting. (a) At all times during For so long as the Standstill Period, the Investor shall, shall cause each other member Buyers and their respective affiliates collectively own at least 5% of the Investor Group tooutstanding Voting Shares: (i) No Seller shall enter into or exercise its rights under any voting arrangement, and shall use its commercially reasonable efforts whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to cause each Other Investor Affiliate toany Voting Shares that are owned or held of record by such Seller, vote all Voting Securities or as to which they Beneficially Own, at any shareholder meeting such Seller has voting power or in connection with any action by written consent at or in respect of which such Voting Securities are entitled to voteSeller can direct, restrict or control any such voting power (wthe “Remaining Shares”) or take any other action, that would in favor any way restrict, limit or interfere with the performance of its obligations hereunder or the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the BoardTransactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of such Seller to sell or otherwise transfer any Investor Nominee nominated Remaining Shares or any interest therein to a third party that is not an affiliate of such Seller or the Company or to any affiliate that agrees in writing to be bound by the Investor for inclusion in such slate pursuant terms of this Agreement; (ii) If at any time any Buyer notifies any Seller of its desire and intention to Section 5.1 is so included, designate a single director on behalf of all of the Buyers (xthe “Great Hill Director”) in favor advance of any amendment meeting of shareholders of the Company called to vote upon for the election of directors, and at all adjournments thereof and in all other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Company's Articles election of Incorporation proposed by the Board directors or that is necessary to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or elect directors of the Company, such Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect the Great Hill Director and on to elect such Great Hill Director to any non-Company sponsored shareholder proposal which is opposed committee of the board of directors of the Company; (iii) If at any time any Buyer notifies any Seller of its desire and intention to remove or replace a Great Hill Director or to fill a vacancy caused by the Companyresignation of a Great Hill Director, such Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the terms of this Section 5.1. (iv) Each Seller hereby irrevocably grants to, and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any other Person who shall hereafter be designated by the Buyers, as such Seller’s proxy and attorney in its name (with full power of substitution), for and in the name, place and stead of such Seller, to vote all of its Remaining Shares held at the time such consent is sought or meeting is held, or grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a), but not with respect to any vote, consent or approval of any other matter that may be concurrently presented for approval. Each Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (v) Each Seller hereby affirms that the proxy and attorney set forth in this Section 5.1 is coupled with an interest and is irrevocable. Each Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and attorney is executed and intended to be irrevocable. (vi) The covenants, obligations, proxy and attorney under this Section 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, full term of office of three years, in accordance with the direction Company’s articles and memorandum of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beassociation, as in effect on the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companydate hereof. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during During the Standstill Periodterm of this Agreement, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beStockholder, as the Beneficial Owners a holder of shares of Voting Securities, agrees that: (a) The Stockholder shall, and shall cause each Stockholder Affiliate to, be present, in person or by proxy, at all meetings of shareholders stockholders of the Company such that the percentage of the total number of Voting Securities having voting rights which are Beneficially Owned by the Stockholder and the Stockholder Affiliates which are counted for the purpose of determining the presence of a quorum at such meetings shall be equal to the percentage of Voting Securities Beneficially Owned by other than the Stockholder or the Stockholder Affiliate which are present, in person or by proxy, at such meeting of stockholders of the Company, and which are counted for the purpose of determining the presence of a quorum at such meetings. (b) With respect to all matters submitted to a vote of the Company's stockholders during the term of this Agreement, the Stockholder and each member of the Stockholder Group shall vote all Voting Securities which are counted for the purpose of determining the presence of a quorum at a meeting of stockholders in accordance with Section 4.3(a) hereof, with respect to all matters voted on by the stockholders of the Company (whether at a regular or special meeting or pursuant to a unanimous written consent) in the same proportion as all Voting Securities (other than those Beneficially Owned by the Stockholder or the Stockholder Affiliate) are voted with respect to such matters. (c) Each Transferee of any Voting Securities who acquires such Voting Securities, directly or indirectly, from the Stockholder or any member of the Stockholder Group agrees that: (i) The Transferee shall be present, in person or by proxy, at all meetings of stockholders of the Company so that all Voting Securities having voting rights which Investors or any other member of are Beneficially Owned by the Investor Group or any Other Investor Affiliate Beneficially Owns Transferee may be counted for the purpose of determining the presence of a quorum at such meetings. (A) With respect to the election of Directors, the Transferee shall vote all meetings Voting Securities Beneficially Owned by the Transferee in favor of shareholders the election of all candidates for Director nominated by the Company's Board (including the Stockholder Nominees) and (B) with respect to any proposal initiated by a stockholder of the Company relating to any matter (other than nonbinding precatory resolutions with respect to which subsection (iii) hereof shall apply), the Transferee shall vote all Voting Securities Beneficially Owned by the Transferee in accordance with the recommendation of the Board. (iii) The Transferee shall vote as requested by a majority of the Board on compensatory stock plans submitted to stockholders of the Company for their approval, provided that (i) the Transferee shall not be obligated to so vote if the stock plan at issue involves the potential issuance of more than 5% of the equity securities of the Company, on a fully diluted basis, and (ii) the Transferee shall not be obligated to so vote if the aggregate of all such plans involves the potential issuance of more than 5% of the equity securities of the Company, on a fully diluted basis, in any rolling five-year period. (iv) With respect to all other matters submitted to a vote of the Company's stockholders during the term of this Agreement, (i) the Transferee may vote in its sole discretion a number of Voting Securities Beneficially Owned by the Transferee having voting rights with respect to such other matters representing in the aggregate a Voting Ownership Percentage not in excess of the Unrestricted Ownership Percentage, and (ii) the Transferee shall vote all Voting Securities Beneficially Owned by the Transferee having voting rights with respect to such other matters representing in the aggregate a Voting Ownership Percentage in excess of the Unrestricted Ownership Percentage in the same proportion (based on total Votes) as all Voting Securities voted on any such other matter are voted by the stockholders of the Company other than the Transferee, provided, however, that the Transferee may vote any or all of the Voting Securities Beneficially Owned by it in its sole discretion with respect to a vote of the Company's stockholders on any transaction or series of transactions which would, if consummated, constitute a Change in Control of the Company. (bv) If At all times the holders of Transferee may exercise in its sole discretion such voting rights as the outstanding shares of Common Convertible Preferred Stock are entitled may have from time to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior time pursuant to the meeting held (Charter and with respect to an amendment to the Charter which would have the effect of modifying the voting powers, designations, preferences, rights and qualifications, limitations or the record date for action taken by written consent in lieu restrictions of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition series so as to affect the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterholders thereof adversely. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during each annual and special meeting of stockholders held prior to the Standstill PeriodTermination Date, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts agrees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, (i) appear at any shareholder such stockholders’ meeting or in connection with otherwise cause all shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by him or any action by written consent at or in which such Voting Securities are entitled Related Entity to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by him or any Related Entity to be voted on the Company’s proxy card or voting instruction form (wa) in favor of each of the slate directors nominated by the Board and recommended by the Board in the election of directors, (b) against any other nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed serve on the Board that have not been recommended by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, and (xc) in favor of any amendment to each of the stockholder proposals listed on the Company's Articles of Incorporation proposed by the Board to change the ’s proxy card or voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) instruction form as identified in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, ’s proxy statement in accordance with the direction Board’s recommendations, including in favor of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested all other matters recommended for stockholder approval by the Board, vote and (iii) not execute any proxy card or cause (or, voting instruction form in respect of such stockholders’ meeting other than the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group proxy card and the Other Investor in the same proportion as the votes cast related voting instruction form being solicited by or on behalf of the other holders of the Company's Voting Securities other than Board; provided, however, that with respect to any Extraordinary Matter, the Investor Group shall have the ability to vote freely all shares of Common Stock beneficially owned by him or any Related Entity. For purposes of this Section 2, (A) a “Related Entity” means any corporation or organization of which the Investor is the beneficial owner of 50 percent or more of any class of equity securities or any trust or other estate in which the Investor has a substantial beneficial interest or as to which the Investor serves as trustee or in a similar fiduciary capacity and Other Investor Affiliates(B) an “Extraordinary Matter” means, but only with respect to the foregoing matters. On Company, any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At or substantially all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company’s assets in one or a series of transactions, so that all Voting Securities which Investors joint venture or any other member business combination of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of Company with a quorum at all meetings of shareholders of the Companythird party. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, In connection with any proposal submitted for Company stockholder approval (at any shareholder annual or special meeting called, or in connection with any other action by (including the execution of written consent at consents)) related to the election or in which such Voting Securities removal of directors of the Board, each of the Preferred Stockholders will (i) cause all of its respective shares of Company capital stock that are entitled to vote, whether now owned or hereafter acquired (w) collectively, the “Voting Securities”), to be present in favor person or represented by proxy at all meetings of stockholders of the slate Company, so that all such shares shall be counted as present for determining the presence of nominees a quorum at such meetings, (including any Investor Nominee to be included in such slate in accordance with Section 5ii) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, vote all of its Voting Securities: (x) in favor of any amendment to the Company's Articles of Incorporation proposed nominee or director nominated by the Board and/or the Governance Committee (provided that the Board and the Governance Committee adheres to change the voting rights terms of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), Section 2.1) and (y) against the removal of any director nominated by the Board and/or the Governance Committee and (iii) with respect to any other business or proposal, vote all of its Voting Securities in favor accordance with the recommendation of the Reclassification Amendment at each meeting of Board, other than with respect to the Company's shareholders at which the Reclassification Amendment is submitted for approval of any proposed business combination (including, without limitation, any reorganization, merger, tender offer, exchange offer, consolidation, sale of assets or other similar agreement between the Company's shareholdersCompany and any other Person). (b) Following the Effective Time, the provisions of this Section 2.3 shall terminate, as to any Voting Securities owned by any Preferred Stockholder, on the first to occur of (x) the date on which such Preferred Stockholder’s Ownership Percentage shall fall below 3% and (zy) the date on which any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal Preferred Stockholder which is opposed by the Companya limited partnership Transfers, in accordance with the direction a plan of the Board as to how such Voting Securities shall be voteddistribution or liquidation, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect such Preferred Stockholder to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretionits partners; provided, however, that at if any meeting at such Transfer will result in any transferee owning 3% or more of the issued and outstanding Capital Stock of the Company such Preferred Stockholder will not make a Transfer to such transferee unless and until such transferee executes a written joinder agreement in a form approved by the Company pursuant to which a quorum would not such transferee agrees to be bound by the terms of Section 2.3. (c) Each Preferred Stockholder covenants and agrees to be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, (in person or by proxy) and vote, at for purposes of determining a quorum, all meetings of shareholders of the Company, so that all Voting Securities which Investors shares of Series A Preferred Stock owned by such Preferred Stockholder at any annual or any other member special meeting of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum stockholders at all meetings of shareholders which receipt of the CompanyStockholder Approval will be sought. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At During the Term, whenever Subscriber (or any of its affiliates or associates) shall have the right to vote their Voting Securities, Subscriber (and any such affiliates or associates) shall (i) be present, in person or represented by proxy, at all times during the Standstill Period, the Investor shall, shall cause each other member stockholder meetings of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote Issuer so that all Voting Securities which they Beneficially Own, beneficially owned by it and its affiliates and associates shall be counted for the purpose of determining the presence of a quorum at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholdersmeetings, and (zii) on any matter relating subject to the adoption of any stock optionSection 3.02(b) below, stock purchase vote or other benefit cause to be voted, or compensation plan for employeesconsent with respect to, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such all Voting Securities shall be votedbeneficially owned by it and its affiliates and associates in the manner recommended by Issuer's Board of Directors, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE New York Stock Exchange, Inc. ("NYSE") to the effect that the foregoing provisions of this Section 6.2 3.02 are invalid, void, unenforceable enforceable or not in accordance with NYSE policy, then the Investor Subscriber will, if so requested by the BoardBoard of Directors of Issuer, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the its Voting Securities beneficially owned by it, the Investor Group it and the Other Investor its affiliates and associates in the same proportion as the votes cast by or on behalf of the other holders of the CompanyIssuer's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If Notwithstanding anything to the holders contrary contained in Section 3.02(a) above, Subscriber shall have the right to vote freely, without regard to any request or recommendation of the outstanding shares Board of Common Stock are entitled to vote as a separate class or voting group under the Articles Directors of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise requiredIssuer, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to matters specified in Section 6(a)(ii) 7 of the Certificate of Designation for Designations establishing the terms of the Series A Convertible D Preferred Stock and Section 7 of the Certificate of Designations establishing the terms of the Series E Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. From and after the date of this Agreement until the earliest of (a) At all times during the Standstill Periodconsummation of the Merger (including the occurrence of the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and (c) the entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this Agreement), or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement) made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock in connection with the Merger, which extends the Termination Date (beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date), or which modifies in any material respect Article II or Article VII of the Merger Agreement (as it exists on the date of this Agreement) in a manner that is adverse to any of the Stockholders (such earliest date, the Investor shall“Expiration Date”), shall cause each other member Stockholder, in its, his or her capacity as a stockholder of the Investor Group toCompany, irrevocably and shall use its commercially reasonable efforts unconditionally hereby agrees, subject to cause each Other Investor Affiliate toSection 1.5, vote all Voting Securities which they Beneficially Own, that at any shareholder meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders’s stockholders, and each Stockholder will (zi) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders appear at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, (in person or by proxy) or otherwise cause all of its, at all meetings of shareholders of the Company, so that all Voting Securities which Investors his or her Existing Shares and any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Company Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held over which it has acquired beneficial ownership after the date of this Agreement (including any shares of Company Common Stock or Company Convertible Preferred Stock acquired by means of purchase, dividend or distribution, or issued upon the Investor Group been included in such class exercise of any stock options or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group other rights to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group acquire Company Common Stock or any Other Investor Affiliate, as the case may be, may have Company Convertible Preferred Stock or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of any convertible securities, the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) vesting of equity awards or otherwise, including the Certificate of Designation for the Series A Company Convertible Preferred Stock) (collectively, the Investor will cause all Votes attributable to any shares “New Shares,” and together with the Existing Shares, the “Shares”), which it, he or she owns as of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement applicable record date, to be voted (a) with respect to counted as present thereat for purposes of determining a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, quorum and (bii) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of its Voting Securities Beneficially Owned by it the adoption of the Merger Agreement and the other members approval of the Investor Group, transactions contemplated thereby and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders Transaction Documents, including the Merger, (B) in favor of any proposal to adjourn or postpone such meeting of the Company's Voting Securities other than ’s stockholders to a later date if there are not sufficient votes to adopt the Investor Group and Other Investor AffiliatesMerger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without regard to the terms of such Acquisition Proposal, and (iiD) on all against any action, proposal, transaction or agreement that would reasonably be likely to prevent, materially impede or materially delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement or any other Transaction Document, including the Merger. Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or written consent, if applicable), in its, his or her sole discretion, in favor of, against or abstain with respect to any matters that are, at any shareholder meeting time or from time to time, presented for consideration to the Company’s stockholders. Nothing in this Agreement shall require any of the Stockholders to vote in any manner with respect to any amendment or modification to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (a) results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration payable to holders of Company Common Stock in connection with any action by written consentthe Merger, in (b) extends the same proportion Termination Date beyond the latest date to which the Merger Agreement (as it exists on the votes cast by or on behalf date of all holders this Agreement) contemplates extension of the Company's Voting Securities other than Termination Date, or (c) modifies in any material respect Article II or Article VII of the Investor Group and Other Investor AffiliatesMerger Agreement (as it exists on the date of this Agreement) in a manner that is adverse to any of the Stockholders.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing The provisions of this Section 6.2 are invalid5.10 shall apply solely after incurrence of the Additional Secured Obligations. The provisions of the Indenture shall apply prior to the incurrence of any such Additional Secured Obligations. (b) The Required Secured Parties shall have the right to direct the Collateral Agent, voidfollowing the occurrence of an Event of Default which is continuing, unenforceable to foreclose on, or not exercise its other rights with respect to, the Collateral (or exercise other remedies with respect to the Collateral). For the purposes of determining the Required Secured Parties and their directions in accordance with NYSE policythis Section, then each Secured Party or its Authorized Representative shall provide to the Investor willCollateral Agent certificates, if so requested by in form and substance reasonably satisfactory to the BoardCollateral Agent, setting forth the respective amounts of outstanding principal obligations owing to such Secured Parties and their direction or vote and the Collateral Agent shall be fully entitled to rely on such certificates. (c) Any action taken or cause not taken without the vote of any Secured Party or Secured Parties under this Section 5.10 shall nevertheless be binding on such Secured Party or Secured Parties. (ord) Except as provided in the succeeding sentence or in Section 6, in the case of an Event of Default which is continuing, the Other Investor AffiliatesCollateral Agent will only be permitted, use its commercially reasonable efforts subject to cause) applicable law, to exercise remedies and sell the Collateral under this Agreement at the direction of the Required Secured Parties. If the Collateral Agent has asked the Secured Parties for instruction and the applicable Secured Parties have not yet responded to such request, the Collateral Agent shall be authorized to take, but shall not be required to take, and shall in no event have any liability for the taking, any delay in taking or the failure to take, such actions with regard to a Default or Event of Default which is continuing which the Collateral Agent, in good faith, believes to be voted all reasonably required to promote and protect the interests of the Voting Securities beneficially owned by it, Secured Parties and to preserve the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf value of the other holders Collateral and shall give the Secured Parties appropriate notice of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only such action; provided that once instructions with respect to such request have been received by the foregoing matters. On all other matters Collateral Agent from the Investorapplicable Secured Parties, the members actions of the Investor Group Collateral Agent shall be governed thereby and the Other Investor Affiliates Collateral Agent shall not take any further action which would be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companycontrary thereto. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. All decisions, approvals and other actions of any Member, other than the Operating Member acting in such capacity pursuant to Article 7 or the Preferred Interest Member acting pursuant to Section 5.8, under this Agreement shall be determined by vote of its Representative on the Management Committee. The Representatives shall exercise their votes on behalf of such appointing Member in connection with all matters under this Agreement. (a) At Prior to a Voting Change Date, all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, decisions and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed actions taken by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only Management Committee with respect to the foregoing matters. On all other matters Company and its business shall be made and taken by the Investor, the members affirmative vote of a Majority of the Investor Group and the Other Investor Affiliates shall be entitled Members acting though their Representatives, subject to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions clause (c) of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company5.4. (b) If Following a Voting Change Date, all decisions and actions taken by the holders Management Committee with respect to the Company and its business shall be made and taken by the affirmative vote of the outstanding shares Member or Members holding a Majority Percentage Interest acting though their Representatives, except for those matters set forth on Schedule 5.4(b) which require unanimous consent of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation Members or the corporation laws affirmative vote of the Company's jurisdiction Member or Members holding a Super-Majority Percentage Interest, and subject to clause (c) of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterthis Section 5.4. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted Notwithstanding clauses (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.25.4, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, if (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of material default under a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders material agreement of the Company's Voting Securities , (ii) a default on or failure to make payment of an obligation of the Company or a failure to take other action is likely to result in the imposition of a lien upon or a seizure or other collection action against a material asset or assets of the Company or (iii) a failure to comply with an order of a Governmental Authority having jurisdiction over the Company or its assets, in each case, would be reasonably likely to have a material adverse effect on the business, operations or financial condition of the Company, any Member may, except as otherwise provided in Section 3.2, require all of the Members to make a Capital Contribution pursuant to Section 3.2 hereof to cure such default, pay such obligation, comply with such order or take other action in connection therewith by delivering written notice to the other Member of its intent to require a Capital Contribution pursuant to this Section 5.4(c); provided, that the aggregate amount of such required Capital Contribution may be no more than the Investor Group and Other Investor Affiliatesminimum amount necessary to prevent a default, seizure or noncompliance of the type described in clauses (i), (ii) and (iiiii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesthis paragraph.

Voting. ▇▇▇▇▇▇▇ agrees that effective as of the Commencement Date and continuing until the Termination Date: (a) At all times during the Standstill Period, the Investor shall, shall it will cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or represented by proxy, all Voting Securities that ▇▇▇▇▇▇▇ beneficially owns at all stockholder meetings of shareholders of the Company, Company so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns that ▇▇▇▇▇▇▇ beneficially owns may be counted for the purpose purposes of determining the presence of a quorum at all meetings of shareholders of the Company.such meetings; (b) If if and for so long as ▇▇▇▇▇▇▇ beneficially owns in excess of 25% of the then issued and outstanding shares of New Common Stock, on any and all matters submitted to a vote of the holders of New Common Stock ▇▇▇▇▇▇▇ (1) may vote up to 25% of the outstanding shares of New Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants issued and agrees that if the Investor advises the Company outstanding in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investordiscretion, and (b2) with respect to all other Votesshall vote, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election any shares of directors New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in excess of such 25% in the same proportion as the votes cast by or on behalf of the other holders of New Common Stock vote their shares of New Common Stock with respect to such matters; provided, that notwithstanding the Company's Voting Securities foregoing: (i) with respect to the election of nominees to the Board, ▇▇▇▇▇▇▇ (1) may vote up to 15% of the then issued and outstanding shares of New Common Stock in its discretion at the annual meeting of the stockholders of the Company to be held in 2011, (2) may vote up to 20% of the then issued and outstanding shares of New Common Stock in its discretion at each annual meeting of the stockholders of the Company to be held prior to the Termination Date (other than the Investor Group and Other Investor Affiliates) annual meeting to be held in 2011), and (ii3) on all other matters at shall vote, or cause to be voted, any shareholder meeting or shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in connection with any action by written consentexcess of such 15% and 20%, as applicable, in the same proportion as other holders of shares of New Common Stock vote their shares of New Common Stock with respect to the votes cast election of nominees to the Board at each annual meeting of the stockholders of the Company held prior to the Termination Date; provided, that in all cases, ▇▇▇▇▇▇▇ may vote all of its shares of New Common Stock in favor of the election of the ▇▇▇▇▇▇▇ Nominee; (ii) with respect to a proposed Change of Control Transaction that ▇▇▇▇▇▇▇ desires to vote in favor of, ▇▇▇▇▇▇▇ may vote all shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in favor of such Change of Control Transaction if such Change of Control Transaction treats ▇▇▇▇▇▇▇ and its Affiliates the same as all other holders of New Common Stock and if pursuant to such Change of Control Transaction ▇▇▇▇▇▇▇ will dispose of its shares of New Common Stock; (iii) with respect to a proposed Change of Control Transaction that ▇▇▇▇▇▇▇ does not desire to vote in favor of, but which Change of Control Transaction has been recommended by the Board for approval by the Company’s stockholders, ▇▇▇▇▇▇▇ (1) may vote up to 30% of the then issued and outstanding shares of New Common Stock in respect of such Change of Control Transaction in its sole discretion, and (2) shall vote, or on behalf cause to be voted, any shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in excess of such 30% in the same proportion as the other holders of New Common Stock vote their shares of New Common Stock with respect to such Change of Control Transaction; and (iv) notwithstanding Sections 2(b)(ii) and (iii), except as provided in the immediately succeeding sentence, if ▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ has any interest in the Person or Persons (other than the Company) that is a party in a Change of Control Transaction (other than a Debt Interest) or if such Change of Control Transaction treats ▇▇▇▇▇▇▇ or its Affiliates differently than all other holders of New Common Stock, then ▇▇▇▇▇▇▇ shall vote, or cause to be voted, all shares of New Common Stock that ▇▇▇▇▇▇▇ beneficially owns in the same proportion as the holders of New Common Stock who do not have an interest in any Person or Persons (other than the Company) that is a party in such Change of Control Transaction vote their shares of New Common Stock with respect to such Change of Control Transaction. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ shall not be subject to the restrictions set forth in this Section 2(b)(iv) prior to the Termination Date at such time, if any, as ▇▇▇▇▇▇▇ shall beneficially own less than 20% of the then issued and outstanding shares of New Common Stock for a period of 30 consecutive days. (c) ▇▇▇▇▇▇▇ agrees that with respect to the voting of shares of its New Common Stock over which ▇▇▇▇▇▇▇ has discretion as contemplated in Section 2(b), ▇▇▇▇▇▇▇ shall vote contemporaneously with the voting by other stockholders of the Company's . ▇▇▇▇▇▇▇ agrees that with respect to the voting of shares of its New Common Stock over which ▇▇▇▇▇▇▇ does not have discretion as contemplated in Section 2(b), ▇▇▇▇▇▇▇ shall take such action as may be necessary to cause such shares of New Common Stock to be automatically voted in accordance with the terms of Section 2(b). (d) ▇▇▇▇▇▇▇ hereby revokes any and all other proxies and voting agreements given by ▇▇▇▇▇▇▇ with respect to the Voting Securities other than and will cause its Affiliates to revoke any and all proxies and voting agreements given by any such Affiliate with respect to the Investor Group and Other Investor AffiliatesVoting Securities.

Voting. During the term of this Agreement, to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation, as it may be amended, supplemented or restated from time to time (a) At all times during the Standstill Period“Charter”), the Investor shall, each Voting Party shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts vote (or consent pursuant to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any an action by written consent at or in which of Company stockholders) all Voting Shares held by such Voting Securities are entitled Party in such manner as may be necessary to vote, (w) elect and/or maintain in favor office as members of the slate of nominees Board the following persons: i. Eight (including any Investor Nominee to be included in such slate in accordance with Section 58) persons (the “Designees” and each a “Designee”) proposed designated by the BoardIntermex Representative (as defined herein), of which at least three (3) of the Designees must qualify as an “independent director” under the Exchange Act and the rules of Nasdaq (an “Independent Director”); provided, however, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or if at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of during the NYSE to the effect that the foregoing provisions term of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then Agreement: (a) the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Intermex Holders collectively Beneficially Own Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other Shares that represent less than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders 10% of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise requiredStock, then the Company hereby covenants and agrees that if Intermex Representative shall have the Investor advises the Company in writing prior right to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investordesignate only one Designee, and (b) with respect the Intermex Holders collectively Beneficially Own Voting Shares that represent less than 5% of the outstanding shares of Common Stock, then the Intermex Representative shall have no right to all other Votes, on designate any matter pro rata in accordance with person for election or re-election to the Votes voted on such matter by all holders of Voting Securities other than Board; and ii. to the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of extent not otherwise designated as a Trigger Event or a Release EventDesignee above, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders Chief Executive Officer of the Company's Voting , provided, however, that the Intermex Representative shall not select a Designee that is subject to any disqualification event under Rule 506(d)(1) under the Securities other than the Investor Group and Other Investor AffiliatesAct, as modified by Rule 506(d)(2) and (ii) on all d)(3). If a Designee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other matters at any shareholder meeting reasons is unavailable or in connection with any action by written consentunable to be a director nominee, in the same proportion as Intermex Representative shall be entitled to designate another Designee (and the votes cast by or on behalf of all holders of Company and the Company's Voting Securities other than Parties shall use their reasonable best efforts to ensure that such directorship for which the Investor Group and Other Investor Affiliatesoriginal designee was designated shall not be filled pending such successor designation).

Voting. Parent and Merger Sub covenant and agree that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation Change, (a) At all times during at the Standstill Period, the Investor shall, shall cause each Partnership Unitholder Meeting or any other member meeting of Limited Partners or any vote of the Investor Group toLimited Partners or of Listed Shares in connection with a vote of the Limited Partners, however called, Parent will vote, or cause to be voted, all Common Units, Partnership Class B Units and shall use Listed Shares then owned beneficially or of record by it or any of its commercially reasonable efforts Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, time) and the Merger and the approval of any actions required in furtherance thereof; (b) at any shareholder meeting or vote of the holders of Listed Shares or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholdersholders of Listed Shares, and (z) on any matter relating however called, Parent will vote, or cause to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement to the extent permitted under the Organizational Documents of the NYSE to the effect that the foregoing provisions Partnership GP Delegate, all Listed Shares then owned, beneficially or of this Section 6.2 are invalidrecord, void, unenforceable by it or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case any of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beSubsidiaries, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent such meeting, in lieu favor of a meeting(i) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. the KMR Merger Agreement (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group as it may be amended or otherwise modified from time to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it KMR Merger and the other members approval of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors any actions required in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) furtherance thereof and (ii) on all other matters for purposes of determining the manner in which Partnership I-Units are voted, the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof; and (c) at any shareholder meeting or vote of the EPB Limited Partners or in connection with any action approval of the EPB Limited Partners, however called, Parent will vote, or cause to be voted, all EPB Common Units and EPB Class B Units then owned beneficially or of record by written consentit or any of its Subsidiaries, as of the record date for such meeting, in the same proportion as the votes cast by or on behalf of all holders favor of the Company's Voting Securities other than approval of the Investor Group EPB Merger Agreement (as it may be amended or otherwise modified from time to time) and Other Investor Affiliatesthe EPB Merger and the approval of any actions required in furtherance thereof.

Voting. (a) At Subject to Section 5, each Equityholder agrees that from the date of this Agreement until the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”), such Equityholder (to the extent an owner of Subject Units at such time) shall take all times during actions necessary or advisable to execute and deliver the Standstill PeriodCompany Voting Member Approval to the Company as promptly as practicable, and in any event within ten (10) Business Days, following the date that HTP receives, and notifies the Company of HTP’s receipt of, SEC approval and effectiveness of the Registration Statement/Proxy Statement. Subject to the obligations of the Company to obtain the Company Voting Member Approval in accordance with this Agreement and the Merger Agreement, each Equityholder (to the extent an owner of Subject Units) hereby waives any and all notice and advanced consent requirements or protective provisions that may be required pursuant to the Company LLCA, the Investor shall, shall cause each other member organizational documents of the Investor Group toCompany, the Interested Party Arrangements, any agreement between the Company and such Equityholder or under applicable Law with respect to the execution, delivery and performance by the Company of the Merger Agreement and the Ancillary Agreements; provided, that, notwithstanding the foregoing, such waiver with respect to any particular Equityholder is not applicable and shall have no force and effect in the event that the Merger Agreement or any of the Ancillary Agreements (or, to the extent applicable, the form attached to the Merger Agreement) is amended in a manner that is adverse to such Equityholder after the date hereof without the prior written consent of such Equityholder. (b) During the Voting Period and notwithstanding the occurrence, if any, of a HTP Modification in Recommendation, at each meeting of the Company Members, and shall use its commercially reasonable efforts in each written consent or resolutions of any of the Company Members in which such Equityholder is entitled to cause each Other Investor Affiliate tovote or consent, such Equityholder (to the extent an owner of Subject Units at such time) hereby unconditionally and irrevocably agrees to be present for such meeting (whether held in person or held in a virtual format) and vote all Voting Securities which they Beneficially Own(in person or virtually, at any shareholder meeting as applicable, or in connection with by proxy), or consent to any action by written consent at or in resolution with respect to, as applicable, such Equityholder’s Subject Units and any other limited liability company or other equity interests of the Company over which such Voting Securities are entitled Equityholder has voting power (i) in favor of, and to voteadopt, the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby, (wii) in favor of the slate other matters set forth in the Company Voting Member Approval, including the Merger, the amendment and restatement of nominees (including any Investor Nominee the Company LLCA pursuant to be included in the Surviving Company A&R LLCA, the Exchange Agreement and the entry into and consummation of such slate in accordance with Section 5) proposed other transactions contemplated by the Board; providedMerger Agreement to the extent required for the Company to carry out its obligations thereunder, that and (iii) in opposition to: (A) any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, Acquisition Transaction and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of the Company to consummate the transactions contemplated by the Merger Agreement or any Ancillary Agreement or (y) which are in favor competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement or (B) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any amendment material respect the transactions contemplated by the Merger Agreement or any Ancillary Agreement or would reasonably be expected to result in any of the conditions to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group ’s obligations under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterMerger Agreement not being fulfilled. (c) To Each Equityholder agrees that during the full extent permitted by Iowa law, the Investor hereby waives, Voting Period it shall cause each member of the Investor Group to waivenot deposit, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate its Affiliates not to waivedeposit, any rights that the Investor, of such Equityholder’s Subject Units in a voting trust or subject any member of the Investor Group such Subject Units to any arrangement or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act agreement with respect to any disposition the voting of Voting Securities pursuant such Subject Units, unless specifically requested to this do so by the Company and HTP in writing in connection with the Merger Agreement, the Ancillary Agreements or the transactions contemplated thereby. (d) At Each Equityholder agrees that during the Voting Period, except as contemplated by the Merger Agreement or any time after Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the conversion rules of the Series A Convertible Preferred Stock into Common Stock pursuant SEC) or powers of attorney or similar rights to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stockvote, the Investor will cause all Votes attributable or seek to advise or influence any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) Person with respect to a number of Votes representing no more than the voting power equal to the Investor Group's Total Ownership Percentage at such timeof, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion any limited liability company or other equity interests of the Investor, and (b) Company in connection with any vote or other action with respect to all other Votestransactions contemplated by the Merger Agreement or any Ancillary Agreement, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than to recommend that the Investor Group Company Members vote in favor of the adoption of the Merger Agreement, the Ancillary Agreements and Other Investor Affiliatesthe transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (e) Notwithstanding Each Equityholder agrees, during the foregoing provisions Voting Period (i) to refrain from exercising any dissenters’ rights or rights of this Section 6.2, appraisal under applicable Law at any time following with respect to the occurrence of a Trigger Event or a Release EventMerger Agreement, the Investor shallAncillary Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, shall cause each other member derivative or otherwise, against the Company, HTP or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Investor Group toMerger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the Company Board in connection with this Agreement, the Merger Agreement or the Merger. (f) Each Equityholder agrees that during the Voting Period, such Equityholder shall not, and shall use cause its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially OwnAffiliates not to, without HTP’s and the Company’s prior written consent, (i) make or attempt to make any Transfer (as defined below) of such Equityholder’s Subject Units, except (A) if such Equityholder is an individual, then subject to the limitations set forth in favor the Company LLCA, such Equityholder may Transfer any such Subject Units (1) to any member of such Equityholder’s immediate family, or to a trust for the benefit of such Equityholder or any member of such Equityholder’s immediate family, the sole trustees of which are such Equityholder or any member of such Equityholder’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Equityholder; (B) if such Equityholder is an entity, then subject to the limitations set forth in the Company LLCA, such Equityholder may Transfer any Subject Units to any partner, member or Affiliate of such Equityholder; or (C) as contemplated by the Pre-Closing Blocker Reorganization, in which case HTP’s and the Company’s prior written consent shall be deemed given; provided that, in each case (including in connection with the Pre-Closing Blocker Reorganization), such transferee of such Equityholder’s Subject Units signs a joinder to this Agreement in a form reasonably acceptable to HTP and the Company agreeing to be bound by Section 1 and Section 3 of this Agreement; (ii) grant any proxies or powers of attorney with respect to any or all of such Equityholder’s Subject Units; or (iii) take any action with the intent to prevent, impede, interfere with or adversely affect such Equityholder’s ability to perform its obligations under this Section 1. The Company hereby agrees to reasonably cooperate with HTP in enforcing the transfer restrictions set forth in this Section 1(f). (g) In the event of any equity dividend or distribution, or any change in the equity interests of the slate Company by reason of nominees proposed any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Units” shall be deemed to refer to and include the Subject Units of the applicable Equityholder as well as all such equity dividends and distributions and any securities into which or for which any or all of such Subject Units may be changed or exchanged or which are received in such transaction. (h) During the Voting Period, each Equityholder agrees to provide to HTP, the Company and their respective Representatives any information regarding such Equityholder or such Equityholder’s Subject Units that is reasonably requested by HTP, the Company or their respective Representatives and required in order for the Company and HTP to comply with Sections 10.04 and 10.08 of the Merger Agreement. To the extent required by applicable Law, each Equityholder hereby authorizes the Company and HTP to publish and disclose in any announcement or disclosure required by the Board SEC, Nasdaq or the Registration Statement (except including all documents and schedules filed with the SEC in connection with the foregoing), such Equityholder’s identity and ownership of such Equityholder’s Subject Units and the nature of such Equityholder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Agreements; provided that during any period or at any time when there shall be such disclosure is made in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement compliance with the provisions of the NYSE Merger Agreement. (i) Effective as of the Effective Time, each Equityholder, on behalf of himself, herself or itself, his, her or its affiliates and each of their respective assigns, heirs, beneficiaries, creditors, representatives and agents (collectively, the “Releasing Parties”), does irrevocably and fully waive, release, acquit and discharge forever the Company, Merger Sub, HTP, the Blocker Parties and their respective affiliates and present and former and direct or indirect partners, members and equity holders, directors, managers, officers, employees, principals, trustees, representatives, agents, predecessors, successors, assigns, beneficiaries, heirs, executors, insurers and attorneys (collectively, the “Released Parties”), from any and all actions, claims, liabilities, losses, orders and causes of action of every kind and nature whatsoever, at law or in equity, whether known or unknown, that such Releasing Parties, or any of them, may have had in the past or may now have or may have in the future against the Released Parties, or any of them, related to events, circumstances, acts or omissions occurring, on or prior to the effect Effective Time that relate to or arise out of such Releasing Party’s status as a holder of equity of, or any other investment in, the Company or any of its Affiliates, including any Subject Units, Company Units and any securities exercisable for, convertible into or otherwise issued with respect to any securities, obligations or other interests issued by the Company or any of its Affiliates that any such Releasing Party holds or has ever held (collectively, the “Released Claims”); provided, however, that the foregoing provisions Released Claims shall not include, and each Releasing Party is not releasing any, (i) if such Equityholder is an employee of this Section 6.2(e) are invalidthe Company, voidrights to accrued but unpaid salary, unenforceable or not bonuses, expense reimbursements (in accordance with NYSE Company’s employee expense reimbursement policy), accrued vacation and other benefits under the Company’s employee benefit plans, (ii) right to indemnification, exculpation, advancement of expense or similar rights with respect to service as a director, officer or manager or an Affiliate thereof, in which caseeach case of the foregoing, as set forth in the Company LLCA, certificate of formation or other organizational documents, any indemnification agreement between the Company and such Equityholder or its Affiliates, or as provided by law or any directors’ and officers’ liability insurance (provided that, for the avoidance of doubt, this clause (ii) shall not affect the termination of the Interested Party Arrangements (including the Series B Purchase Agreement) listed on Schedule II hereto), (iii) actions, claims, liabilities, losses, and causes of action of every kind and nature whatsoever, at law or in equity, whether known or unknown, arising out or related to this Agreement, the Investor willMerger Agreement or any Ancillary Agreement, if so requested (iv) commercial agreement between such Equityholder or any other Releasing Party, on the one hand, or any Released Party, on the other hand, (v) of the Company’s obligations under any outstanding promissory note, loan or security agreement between the Company and any Equityholder or any of its Affiliates or (vi) rights of such Equityholder or any other Releasing Party under the Merger Agreement, the Exchange Agreement, the Surviving Company A&R LLCA or any other agreement entered into by such Equityholder or its Affiliates in connection with the transactions contemplated by the BoardMerger Agreement, vote including claims related to the enforcement of the Merger Agreement and the right to receive such Equityholder’s applicable portion of the Blocker Merger Consideration or cause to be voted all Company Merger Consideration, as applicable (collectively the “Excluded Claims”). Each Equityholder (on behalf of its Voting Securities Beneficially Owned by it itself, himself, and herself and the other members Releasing Parties) hereby agrees not to institute any proceeding against any Released Party with respect to any of the Investor GroupReleased Claims but excluding the Excluded Claims. Each Equityholder represents, warrants and use commercially reasonable efforts acknowledges that he, she or it has consulted with counsel with respect to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election execution and delivery of directors in the same proportion as the votes cast by or on behalf this release and has been fully apprised of the consequences hereof. Each Equityholder agrees and acknowledges that the release in this Agreement constitutes a complete defense of any and all Released Claims, other holders than Excluded Claims. Each Equityholder further waives any rights under Section 1542 of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders Civil Code of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesState of California, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in In connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor matter under this Agreement requiring a vote of holders of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant Priority Lien Debt and subject to Section 5.1 is so included4.2, (x) in favor each Series of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (Priority Lien Debt will cast its votes as a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, block in accordance with the direction Secured Debt Documents governing such Series of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment Priority Lien Debt. The amount of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) Priority Lien Debt to be voted all by a Series of Priority Lien Debt will equal (a) the Voting Securities beneficially owned aggregate principal amount of Priority Lien Debt held by itsuch Series of Priority Lien Debt (including outstanding letters of credit whether or not then available to be drawn and Hedge Obligations owed to Lender Hedge Providers), plus (b) other than in connection with an exercise of remedies, the Investor Group aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Priority Lien Debt. Following and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions outcome of this Section 6.2(a). At all times during the Standstill Periodapplicable vote under its Secured Debt Documents, the Investor shall be, shall cause Priority Debt Representative of each other member Series of Priority Lien Debt will cast at the written direction of the Investor Group to beholders that it represents all of its votes as a block in respect of any vote under this Agreement. If a consent, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beapproval, as waiver, determination, vote or other direction is required under any Security Document, then upon the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders request of the Company, so that all Voting Securities which Investors Collateral Trustee or any other member Priority Debt Representative, each Priority Debt Representative shall promptly notify the Collateral Trustee and each other Priority Debt Representative in writing, as of any time that the Investor Group or any Other Investor Affiliate Beneficially Owns requesting Person may be counted specify in such request (but in no event less than 3 Business Days from the date of such request), of (i) for the purpose of determining if there has been an Act of Instructing Debtholders or otherwise, the presence of a quorum at all meetings of shareholders aggregate amount of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group Priority Lien Debt owing under the Articles Secured Debt Documents (including, if applicable, any unfunded commitments) in respect of Incorporation which such Priority Debt Representative serves as agent or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval representative as of such matter. (c) To the full extent permitted by Iowa lawdate, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all such other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion information as the votes cast by or on behalf of all holders of requesting Person may reasonably request concerning the Company's Voting Securities other than amounts owing to the Investor Group and Other Investor AffiliatesSecured Parties that such Priority Debt Representative represents.

Voting. (ai) At all times during So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, covenants and shall use its commercially reasonable efforts agreements relating to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Investment Related Property in this Agreement or elsewhere herein or in connection with any action by written consent at or in which the Credit Agreement, such Voting Securities are Grantor shall be entitled to vote, (w) in favor of exercise or refrain from exercising any and all voting and other consensual rights pertaining to the slate of nominees (including any Investor Nominee to be Investment Related Property included in such slate in accordance the Collateral or any part thereof for any purpose not inconsistent with Section 5) proposed by the Boardterms of this Agreement or the Credit Agreement; provided, such Grantor shall not exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right in a manner that could have a Material Adverse Effect; it being understood, however, that neither the voting by such Grantor of any Investor Nominee nominated Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.06(b)(i) and no notice of any such voting or consent need be given to the Collateral Agent. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) upon receipt of written notice from Collateral Agent terminating such Grantor’s voting rights, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (to the extent permitted by applicable law and the Investor for inclusion in applicable agreements and organization documents) who shall thereupon have the sole right to exercise such slate pursuant to Section 5.1 is so included, voting and other consensual rights; provided that (x) in favor of any amendment to the Company's Articles extent the applicable agreements or organizational documents prohibit the vesting of Incorporation proposed by the Board to change the such voting rights in the Collateral Agent (including, without limitation, through the use of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"proxy or power-of-attorney), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, such Grantor shall exercise such voting and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, consensual rights solely in accordance with the direction instructions of the Board as Collateral Agent and (y) such rights shall automatically revert back to how such Voting Securities shall be voted, except that during any period Grantor upon the waiver or at any time when there shall be cure of all Events of Default then existing; and (B) in full force order to permit the Collateral Agent to exercise the voting and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall consensual rights which it may be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at exercise pursuant hereto and to receive all dividends and other distributions which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns it may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants receive hereunder: (1) such Grantor shall promptly execute and agrees that if the Investor advises the Company in writing prior to the meeting held deliver (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted executed and delivered) to the Collateral Agent all of its Voting Securities Beneficially Owned by it proxies, dividend payment orders and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion instruments as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Collateral Agent may from time to time reasonably request and (ii2) on all other matters at any shareholder meeting or such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesSection 8.01.

Voting. (a) At all times during Each Director shall be entitled to cast one vote with respect to each matter brought before the Standstill Period, the Investor shall, shall cause each other member Board of Directors (or any committee of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in Board of Directors of which such Voting Securities are entitled to vote, Director is a member) for approval. (wb) in favor The following matters (“Major Decisions”) shall require an affirmative vote of the slate majority of nominees the Board of Directors, including (including any Investor Nominee for so long as Fiat retains the right to be included in such slate in accordance with designate Directors under Section 55.3(a)) proposed by at least one Fiat Director: (i) the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, consummation of a Chrysler IPO; (xii) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board this Agreement or to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting any other organizational documents of the Company's shareholders at which ; (iii) the Reclassification Amendment is submitted for approval consummation of any merger, business combination, consolidation, corporate reorganization or any transaction constituting a change of control, by the Company with or into any Entity; (iv) any sale, transfer or other disposition (including by way of issuance of Equity Securities of a Subsidiary) of a substantial portion of the assets of the Company and its Subsidiaries, taken as a whole; (v) a material change in the business purpose of the Company's shareholders; (vi) the opening or reopening of a major production facility; (vii) any capital expenditure, and (z) on any matter relating to the adoption of any stock option, stock purchase investment or other benefit or compensation plan for employees, executives or directors commitment of the CompanyCompany or any of its Subsidiaries (or series of related expenditures, and on investments or commitments) in excess of $250,000,000; (viii) any non-Company sponsored shareholder Liquidation Proceeding; (ix) any proposal which is opposed or action by the Company, Company that is not in accordance with the direction Business Plan and/or Annual Operating Budget; (x) to the extent applicable, any other decision over which the Company has granted approval rights to the US Treasury under the US Treasury Loan or any other related agreements or understandings of any Government Entity; and (xi) the determination of initial capital contributions in the Schedule of Members. (c) The terms and conditions of any indebtedness incurred by the Company in the ordinary course of business, subject to applicable Law and any restrictions imposed by financing agreements (including the US Treasury Loan or legislative or executive or administrative order of any Government Entity), must be approved by an affirmative vote of the majority of the Board of Directors. (d) Except for Major Decisions as provided in Sections 5.8(b) and (c) or as otherwise provided by this Agreement, the Shareholder Agreement, the LLC Act, other Law or the Certificate of Formation, all policies and other matters to how such Voting Securities be determined by the Directors shall be voted, except that during any period or at any time when there shall be in full force and effect determined by a valid order or judgment majority vote of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that Board of Directors present at any a meeting at which a quorum would not is present. No Director shall be present but for disqualified from voting on matters as to which such Director or the inclusion Persons that elected such Director may have a conflict of interest, whether such matter is a direct conflict of interest in connection with which the Person that elected such Director or any affiliate of such Person will engage in a transaction with the Company or one or more of its Subsidiaries or of another nature; provided that (i) prior to voting on any such matter, such Director shall disclose the fact of any such conflict to the other Directors (other than conflicts arising from such Director’s relationship with the Persons who elected such Director) and the material terms of such transaction and the material facts as to the relationship or interest of the Voting Securities Beneficially Owned by the Investor GroupPerson that elected such Director or such Person’s affiliate, the Investor shall cause such Voting Securities (ii) any Director may determine to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person recuse himself or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or herself from voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on as to which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (such Director or the record date for action taken by written consent in lieu of a meeting) to approve Person that elected such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, Director may have or hereafter acquire under Division XIII a conflict of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investorinterest, and (biii) with respect no Director shall have any duty to all other Votes, on any matter pro rata in accordance with disclose to the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event Company or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be of Directors confidential information in full force such Director’s possession even if it is material and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE relevant information to the effect that Company and/or the foregoing provisions Board of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policyDirectors and, in which any such case, such Director shall not be liable to the Investor will, if so requested by the Board, vote Company or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members Members for breach of any duty (including the Investor Group, duty of loyalty and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned any other fiduciary duties) as a Director by Other Investor Affiliates to be voted, for the election reason of directors in the same proportion as the votes cast by or on behalf such lack of the other holders disclosure of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatessuch confidential information.

Voting. (a) At all times during For so long as the Standstill Period, the Investor shall, shall cause each other member Buyer and their respective affiliates collectively own at least 10% of the Investor Group tooutstanding Ordinary Shares (and/or other depositary shares representing such Ordinary Shares): (i) The Seller shall not enter into or exercise its rights under any voting arrangement, and shall use its commercially reasonable efforts whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to cause each Other Investor Affiliate toany Ordinary Shares, depositary shares representing such Ordinary Shares, or other shares in the capital of the Company entitled to vote all Voting Securities thereon that are owned or held of record by the Seller, or as to which they Beneficially Own, at any shareholder meeting the Seller has voting power or in connection respect of which the Seller can direct, restrict or control any such voting power (the “Remaining Shares”) or take any other action, that would in any way restrict, limit or interfere with any action by written consent at the performance of its obligations hereunder or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the BoardTransactions; provided, that nothing in this Section 5.1(a)(i) shall restrict the ability of the Seller to sell or otherwise transfer any Investor Nominee nominated Remaining Shares or any interest therein to a third party that is not an affiliate of the Seller or the Company or to any affiliate that agrees in writing to be bound by the Investor for inclusion in such slate pursuant terms of this Agreement; (ii) If at any time any Buyer notifies the Seller of its desire and intention to Section 5.1 is so included, designate a single director on behalf of all of the Buyers (xthe “Great Hill Director”) in favor advance of any amendment meeting of shareholders of the Company called to vote upon for the election of directors, and at all adjournments thereof and in all other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Company's Articles election of Incorporation proposed by the Board directors or that is necessary to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or elect directors of the Company, the Seller shall, including by executing a written consent, vote (or cause to be voted) all of its Remaining Shares held at the time such consent is sought or meeting is held to elect such Great Hill Director (which consent, vote or approval, in the case of any Global Depositary Shares and on other depositary shares owned by such Seller at such time, shall be delivered in accordance with the terms of the applicable depositary agreement); (iii) If at any non-Company sponsored shareholder proposal which is opposed time any Buyer notifies the Seller of its desire and intention to remove or replace a Great Hill Director or to fill a vacancy caused by the Companyresignation of a Great Hill Director, the Seller shall cooperate in causing the requested removal and/or replacement by voting in the appropriate manner in accordance with the terms of this Section 5.1. (iv) The Seller hereby irrevocably grants to, and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any other Person who shall hereafter be designated by the Buyers, as the Seller’s proxy and attorney (with full power of substitution), for and in the name, place and stead of the Seller, to vote all of its Remaining Shares held at the time such consent is sought or meeting is held, or grant a consent or approval in respect of such Remaining Shares, at any meeting of the shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought to elect a Great Hill Director as contemplated in Section 5.1(a)(ii). The Seller has caused each proxy and attorney previously given in respect of all Remaining Shares to be revoked. (v) The Seller hereby affirms that the proxy and attorney set forth in this Section 5.1 is coupled with an interest and is irrevocable. The Seller hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and attorney is executed and intended to be irrevocable. (vi) The covenants and obligations under this Section 5.1(a) shall terminate after a Great Hill Director (together with any replacements therefore appointed in accordance with Section 5.1(a)(iii)) has served a single, full term of office of three years, in accordance with the direction Company’s articles and memorandum of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beassociation, as in effect on the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Companydate hereof. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (ai) At all times during the Standstill PeriodSo long as no Event of Default shall have occurred and be continuing, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting except as otherwise provided in this Agreement or in connection with any action by written consent at or in which the Credit Agreement, such Voting Securities are Grantor shall be entitled to vote, (w) in favor of exercise or refrain from exercising any and all voting and other consensual rights pertaining to the slate of nominees (including any Investor Nominee to be Investment Related Property included in such slate in accordance the Collateral or any part thereof for any purpose not inconsistent with Section 5) proposed by the Boardterms of this Agreement or the Credit Agreement; provided, such Grantor shall not exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right in a manner that would reasonably be expected to have a Material Adverse Effect; it being understood, however, that neither the voting by such Grantor of any Investor Nominee nominated Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 6.06(b)(i) and no notice of any such voting or consent need be given to the Collateral Agent. (ii) Upon the occurrence and during the continuation of an Event of Default: (A) upon receipt of written notice from Collateral Agent terminating such Grantor’s voting rights, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (to the extent permitted by applicable law and the Investor for inclusion in applicable agreements and organization documents) who shall thereupon have the sole right to exercise such slate pursuant to Section 5.1 is so included, voting and other consensual rights; provided that (x) in favor of any amendment to the Company's Articles extent the applicable agreements or organizational documents prohibit the vesting of Incorporation proposed by the Board to change the such voting rights in the Collateral Agent (including, without limitation, through the use of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"proxy or power-of-attorney), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, such Grantor shall exercise such voting and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, consensual rights solely in accordance with the direction instructions of the Board as Collateral Agent and (y) such rights shall automatically revert back to how such Voting Securities shall be voted, except that during any period Grantor upon the waiver or at any time when there shall be cure of all Events of Default then existing; and (B) in full force order to permit the Collateral Agent to exercise the voting and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall consensual rights which it may be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at exercise pursuant hereto and to receive all dividends and other distributions which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns it may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants receive hereunder: (1) such Grantor shall promptly execute and agrees that if the Investor advises the Company in writing prior to the meeting held deliver (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted executed and delivered) to the Collateral Agent all of its Voting Securities Beneficially Owned by it proxies, dividend payment orders and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion instruments as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Collateral Agent may from time to time reasonably request and (ii2) on all other matters at any shareholder meeting or such Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesSection 8.01.

Voting. (a) At Until this Agreement is terminated pursuant to Section 3 hereof, Investors agree to vote and cause to be voted all times during Shares beneficially owned, either directly or indirectly, by them in a neutral manner on all matters submitted to the Standstill Periodstockholders of the Company for a vote, whether required by the Company’s charter or bylaws, pursuant to the Delaware General Corporation Law or otherwise, including, but not limited to, the Investor shall, shall cause each other member election of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting directors or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, a Change of Control Transaction (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Boardas defined below); provided, however, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by extent that the Board to change Investors and their affiliates shall beneficially own, in the voting rights aggregate, securities of the Common Stock to Company representing less than forty-one vote per share of Common Stock and six-tenths percent (a "Voting Amendment"), (y41.6%) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors then-outstanding voting power of the Company, and on any non-Company sponsored shareholder proposal which is opposed by then the Company, Investors shall not be required to vote in accordance with the direction a neutral manner such number of the Board Shares equal to the difference of (i) (x) the number of shares of Common Stock entitled to vote as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions record date set for any matter submitted for a vote of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case stockholders of the Other Investor AffiliatesCompany multiplied by (y) .416, use its commercially reasonable efforts to causeless (ii) to be voted all the total number of the Voting Securities shares of Common Stock beneficially owned by it, the Investor Group and the Other Investor Investors in the same proportion as aggregate on the votes cast by or on behalf of the other holders of the Company's Voting Securities record date set for such stockholder vote other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing mattersShares. On all other matters the InvestorIn such instances, the members of the Investor Group and the Other Investor Affiliates Investors shall be entitled to vote the Voting Securities held by them a number of Shares in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion non-neutral manner in direct proportion to such Investors’ beneficial ownership of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders voting securities of the Company, so that all Voting Securities which Investors or any other member . For purposes of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors “neutral manner” means in the same proportion as the votes cast by or on behalf to all other outstanding voting securities of the other holders Company (excluding any and all voting securities beneficially owned, directly or indirectly, by Investors) that are actually voted on a proposal submitted to the Company’s stockholders for approval. By way of example only, if 100,000 voting securities that are not beneficially owned by Investors are cast with 60,000 of such shares voting “For” a proposal, 30,000 of such shares voting “Against” a proposal, and 10,000 of such shares abstaining, Investors shall vote sixty percent (60%) of the Company's Voting Securities other than Shares “For” the Investor Group proposal, thirty percent (30%) “Against” the proposal and Other Investor Affiliatesabstain with respect to ten percent (10%) and (ii) on all other matters of the Shares. The term “vote” shall include any exercise of voting rights whether at any shareholder an annual or special meeting of stockholders or by written consent or in connection with any action other manner permitted by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesapplicable law.

Voting. (a) At all times during the Standstill Period, the Investor Each Shareholder shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting of the shareholders of Peoples, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate shareholders of nominees Peoples, vote (including any Investor Nominee or cause to be included in such slate in accordance with Section 5) proposed by the Board; providedvoted), that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles extent the Shareholder has the right to vote or direct such voting, all shares of Incorporation proposed by the Board to change the voting rights of the Peoples Common Stock to one vote per share then held of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase record or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by itsuch Shareholder (the “Shares”), including the Investor Group and the Other Investor in the same proportion as the votes cast by or Shares listed on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to beSchedule I attached hereto, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, follows: (i) in favor of the slate Merger, the execution and delivery by Peoples of nominees proposed the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Board Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (except ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that during would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any period respect of any covenant, representation or at warranty or any time when there other obligation or agreement of Peoples under the Merger Agreement or which would result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled. Notwithstanding any other provision of this Agreement to the contrary, the Shareholder shall be permitted to vote such Shares in full force and effect a valid order or judgment favor of a court Superior Offer that is submitted for approval by the shareholders of competent jurisdiction or a ruling, pronouncement or requirement Peoples if all of the NYSE following shall have occurred: (i) Board of Directors of Peoples has approved such Superior Offer and recommended such Superior Offer to the effect shareholders of Peoples in accordance with Section 5.1 of the Merger Agreement, (ii) the Merger Agreement has been terminated in accordance with Section 8.1(h) of the Merger Agreement, and (iii) Peoples has paid the Termination Fee to the Company in accordance with Section 8.3(b)(i) of the Merger Agreement. (b) Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Shareholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge, assignment or other disposition), transfer or consent to any transfer of, any or all of the Shares beneficially owned by such Shareholder (to the extent the Shareholder has the right to dispose of or direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, such consent not to be unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to consent to any such transfer if the Person acquiring such Shares does not agree to take such Shares subject to the terms of this Agreement); provided, however, that the foregoing provisions provision shall not be deemed to restrict the transfers of any Shares pursuant to any bona fide margin or other security arrangements in existence prior to the date of this Section 6.2(eAgreement, (ii) are invalidenter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), void(iii) grant any proxy, unenforceable power-of-attorney or not other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with NYSE policythe terms of this Agreement, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in which caseany material respect or in any way restrict, limit or interfere in any material respect with the Investor will, if so requested performance of such Shareholder’s obligations hereunder or the transactions contemplated hereby or by the BoardMerger Agreement. (c) Subject to Section 6 hereof, vote each Shareholder hereby agrees that such Shareholder (i) shall not, directly or indirectly, encourage, solicit, initiate or participate in any way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of Peoples or any Subsidiaries of Peoples to, or otherwise take any other action to assist or facilitate, any Person or group (other than the Company or any Affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to any Acquisition Proposal, and (iii) will immediately communicate to the Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and the identity of the Person making such Acquisition Proposal or inquiry which such Shareholder may receive. (d) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be voted taken, all of its Voting Securities Beneficially Owned actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by it this Agreement and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of Merger Agreement. Each party shall promptly consult with the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) provide any necessary information and (ii) on material with respect to all other matters at filings made by such party with any shareholder meeting or Governmental Entity in connection with this Agreement and the transactions contemplated hereby and the Merger Agreement. (e) To the fullest extent permitted by applicable Law, each Shareholder hereby waives any action by written consent, in rights of appraisal or rights to dissent from the same proportion as Merger that such Shareholder may have. (f) Each Shareholder that is the votes cast by or on behalf holder of all holders any Unexercised Options hereby agrees to accept the treatment of Unexercised Options pursuant to Section 2.2 of the Company's Voting Securities other than the Investor Group Merger Agreement and Other Investor Affiliatesto execute any documents requested by Peoples or Integra to give effect to or evidence such treatment.

Voting. Voting power shall be divided between the classes of Corporation Common Stock as follows: (ai) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant Subject to Section 5.1 is so includedB.(5)(ii) of this Article IV, in the election of directors, holders of shares of Class B Common Stock, voting separately as a class (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting AmendmentB Shares"), (y) in favor shall be entitled to elect that number of directors which constitutes 85% of the Reclassification Amendment at each meeting authorized number of members of the Company's shareholders at which the Reclassification Amendment is submitted for approval Board of Directors (or, if 85% of the Company's shareholdersauthorized number of members of the Board of Directors is not a whole number, and then the nearest higher whole number) (z) on any matter relating to the adoption "Voting B Share Directors"). The initial Voting B Share Directors shall be designated by a majority of any stock option, stock purchase or other benefit or compensation plan for employees, executives or the directors of the CompanyCorporation as of the effectiveness of this Restated Certificate of Incorporation, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesB Shares, but only with respect to the foregoing matters. On all other matters the Investorvoting separately as a class, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion election or replacement of such Voting B Share Directors at the next annual meeting of stockholders. Each share of Class B Common Stock shall have one vote in the election of the Voting Securities Beneficially Owned B Share Directors. Subject to Section B.(5)(ii) of this Article IV, in the election of directors, holders of shares of Common Stock (the "Voting Shares"), shall be entitled to elect the remaining director or directors, if any (the "Voting Share Directors"). The initial Voting Share Director, if any, shall be designated by a majority of the Investor Groupdirectors of the Corporation as of the effectiveness of this Restated Certificate of Incorporation, and the Investor holders of Voting Shares, voting separately as a class, shall cause be entitled to vote for the election or replacement of such Voting Securities Share Director at the next annual meeting of stockholders. Each share of Common Stock shall have one vote in the election of the Voting Share Directors. For purposes of Sections B.(5)(i), (ii) and (iii) of this Article IV, references to be voted the authorized number of members of the Board of Directors shall not include any directors which the holders of any shares of a series of Preferred Stock have the right to elect voting separately as one or more series. (ii) For purposes of this Section B.(5)(ii) of this Article IV, "Special Voting Rights" means the different voting rights of the holders of Common Stock, on the one hand, and the holders of Class B Common Stock, on the other hand, with respect to each the election of the matters presented to shareholders at such meeting and such vote shall be applicable percentages of the authorized number of members of the Board of Directors as described in accordance with the foregoing provisions Section B.(5)(i) of this Section 6.2(a)Article IV. At all times during any time after _____ __, 2005(2), if approved by the Standstill PeriodBoard of Directors, at any annual or special meeting of stockholders of the Corporation, the Investor shall be, shall cause each other member holders of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders least 66 2/3% of the outstanding shares of the Common Stock are entitled to vote and Class B Common Stock, voting together as a separate class class, may vote to eliminate the Special Voting Rights (the "Elimination Vote"), in which case the Special Voting Rights provided for in Section B.(5)(i) of this Article IV shall have no further force or voting group under the Articles of Incorporation or the corporation laws effect, and thereafter holders of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is Corporation Common Stock shall have equal voting rights in all respects, except as otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken provided by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts be entitled to cause each Other Investor Affiliate to waive, any rights that elect the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a total authorized number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor GroupBoard of Directors voting together as a single class, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election with each share of directors in the same proportion as the votes cast by or on behalf Corporation Common Stock having one vote. ---------- (2) The second anniversary of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesspin-off.

Voting. From and after the Closing, (a) At The Purchaser agrees to vote all times during the Standstill Period, the Investor shall, shall cause each shares of Common Stock (and any other member shares of the Investor Group to, Company’s capital stock held by Purchaser and shall use its commercially reasonable efforts entitled to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action vote) beneficially owned by written consent at or in which such Voting Securities are it and entitled to vote, (w) and ▇▇▇▇▇▇▇ agrees to vote all shares of Common Stock beneficially owned by him and entitled to vote, in favor of the slate election or re-election, as the case may be, of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed the directors designated by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion Parties as provided in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that Agreement at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction ’s shareholders held to consider the election of incorporation if all any such designated director; provided, however, that (i) the Votes that could have been voted Purchaser’s foregoing obligations with respect to the election of ▇▇▇▇▇▇▇ as a director shall only apply while ▇▇▇▇▇▇▇ has the right to be nominated for election as a director pursuant to Section 2(g) and (ii) ▇▇▇▇▇▇▇’ foregoing obligations with respect to the election of the Purchaser Directors and the New Independent Directors designated by the Investor Group had such class Purchaser for election as directors shall terminate upon the first to occur of the termination of ▇▇▇▇▇▇▇’ right to be nominated for election as a director pursuant to Section 2(g) and ▇▇▇▇▇▇▇’ resignation from the Board. (b) ▇▇▇▇▇▇▇ agrees to vote all shares of the Company’s capital stock beneficially owned by him and entitled to vote in favor of any resolution or voting group included proposal approved by a majority of the Voting Power represented Independent Directors and recommended by the Series A Convertible Preferred Stock held Board for approval by shareholders of the Investor Group been included Company; provided, however, that ▇▇▇▇▇▇▇’ voting obligations shall expire upon the first to occur of the termination of ▇▇▇▇▇▇▇’ right to be nominated for election as a director pursuant to Section 2(g) and ▇▇▇▇▇▇▇’ resignation from the Board. Such matters may include, but are not limited to, any of the following matters, which the Company and the Purchaser have stated that they intend to effectuate as soon as is practicable after the Closing: (i) Any proposal to reincorporate the Company as a Maryland corporation, whether through an affiliated merger or otherwise; (ii) Any proposal to de-classify the Board of Directors of the Company; (iii) Any proposal to effectuate a reverse split of the Company’s common stock; (iv) Any proposal to amend the Company’s charter or bylaws to waive the application of the corporate opportunity doctrine to the Purchaser Directors with respect to investment opportunities identified by them or their Affiliates for the benefit of the other investment funds and accounts managed by them or their Affiliates; and (v) Any proposal to adopt an amended or restated charter of the Company in furtherance of any of the foregoing matters that requires such class an amendment or voting group and cast against the approval of such matterrestatement. (c) To So long as the full extent permitted by Iowa lawPurchaser and its members, the Investor hereby waivesand their respective Affiliates, shall cause each member collectively maintain continuous beneficial ownership of an aggregate of at least 100% of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by initially acquired at the Investor Group Closing (subject to adjustment for stock splits, stock dividends and acquired prior other similar adjustments to the shares of Common Stock), ▇▇▇▇▇▇▇ shall maintain beneficial ownership of a sufficient number of shares of Common Stock that will allow the Purchaser and ▇▇▇▇▇▇▇ to collectively maintain beneficial ownership of a majority of the shares of Common Stock outstanding upon completion of the Closing; provided, however, that ▇▇▇▇▇▇▇’ obligations under this Section 4(c) (i) shall expire upon the first to occur of the termination of this Agreement ▇▇▇▇▇▇▇’ right to be voted (a) with respect nominated for election as a director pursuant to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a2(g) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by ▇▇▇▇▇▇▇’ resignation from the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf shall never require that ▇▇▇▇▇▇▇ purchase additional shares of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesCommon Stock.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates Each Manager shall be entitled to cast one vote on each matter considered by the Voting Securities held Board. Except as otherwise expressly provided by them in their discretion; providedthis Agreement, that the act of a majority of the Managers present at any meeting at which a quorum would not be is present but for the inclusion shall constitute an act of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the CompanyBoard. (b) If The following matters shall require, in addition to any other vote required by applicable Law or as otherwise provided for herein, the holders affirmative vote of a majority of the outstanding shares of Common Stock are entitled Board in attendance, which majority must include a Manager designated by the WISCO Member: (i) except as provided in Article VIII hereof, and subject to vote as a separate class applicable Law, any dissolution or voting group under the Articles of Incorporation or the corporation laws liquidation of the Company's jurisdiction ; (ii) any merger, consolidation, conversion or other reorganization involving the Company, or the sale or other disposition of incorporation on any matter on which a shareholder vote is otherwise required, then all or substantially all of the Company hereby covenants and agrees that if the Investor advises assets of the Company in writing prior one transaction or a series of related transactions; (iii) the admission of an additional Member except as provided in Section 7.1; and (iv) any amendment to or waiver or termination of, any Ancillary Agreement, which amendment or waiver or termination would have the effect of adversely altering the methodology for establishing the price of goods or the cost allocation of services provided to the meeting held Company in the Ancillary Agreements (other than the Parent Roll Supply Agreement) or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class adversely amend or voting group, then it shall be a condition to the effectiveness waive Section 4.1 of the matter to be voted on that Parent Roll Supply Agreement or terminate the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matterParent Roll Supply Agreement. (c) To the full extent permitted Any Manager, when making any determination in such capacity, including voting or acting by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act consent with respect to any disposition of Voting Securities pursuant matter, shall be entitled to this Agreement. (d) At act in his or her discretion, considering only such interests and factors as such Manager desires, and such Manager shall have no duty or obligation to give any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant consideration to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stockany interest of, or other factors affecting, the Investor will cause all Votes attributable to Company or any shares of Common Stock thereafter owned by the Investor Group Member. Further, a Manager may consider and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, act in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion interests of the InvestorMember appointing him or her, and (b) with respect without regard to all the other Votesinterests or factors, including any fiduciary duties, when acting on any matter pro rata in accordance with presented to the Votes voted on such matter Board for determination, and to the extent permitted by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release EventDelaware Limited Liability Company Act, the Investor shall, shall cause each other member Members hereby eliminate and waive any and all fiduciary duties and liabilities of the Investor Group to, Manager and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE their Affiliates to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it Company and the any other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesMembers.

Voting. (a) At all times during Upon the Standstill Periodoccurrence of an Insolvency Event in relation to an Obligor prior to the A1 Discharge Date, the Investor shall, A2 Finance Parties shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, exercise (x) all powers of convening meetings, voting and representations (as the case may be) in favor respect of any amendment the A2 Indebtedness (in each case, to the Company's Articles of Incorporation proposed by extent required for the Board to change the voting rights purposes of the Common Stock to one vote per share of Common Stock following sub-paragraph (a "Voting Amendment"y), ) and (y) all of its voting rights in favor any proceeding relating to such Insolvency Event in respect of the Reclassification Amendment at each meeting Security, including voting to approve a plan of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating reorganisation to the adoption of any stock option, stock purchase extent it affects the Security or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, its proceeds in accordance with the direction instructions of the Board as Majority A1 Banks, provided that nothing in this paragraph (a) will entitle the Security Agent to how exercise or require the, A2 Finance Parties to exercise such Voting Securities shall be votedpowers in order to waive, except that during reduce, discharge or extend the due date for payment of or reschedule any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect A2 Indebtedness and provided further that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates A2 Finance Parties shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause file such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting claims and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, proofs as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for necessary to ensure that the purpose of determining the presence of a quorum at all meetings of shareholders of the CompanyA2 Indebtedness may be enforced in any insolvency or liquidation proceeding. (b) If Upon the holders occurrence of an Insolvency Event in relation to an Obligor, the Security Agent may, and is irrevocably authorised until the time when the Senior Discharge Date has occurred, on behalf of the outstanding shares Intra-Group Creditors to, exercise (x) all powers of Common Stock are entitled to vote as a separate class or convening meetings, voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held representations (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII ) in respect of the Iowa Business Corporation Act with respect Intra-Group Debt (in each case, to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion extent required for the purposes of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(iifollowing sub-paragraph (y)) and (y) all voting rights of the Certificate Intra-Group Creditors in any proceeding relating to such Insolvency Event in respect of Designation for the Series A Convertible Preferred StockSecurity, the Investor will cause all Votes attributable including voting to any shares approve a plan of Common Stock thereafter owned by the Investor Group and acquired prior reorganisation to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to extent it affects the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the InvestorSecurity or its proceeds, and (b) with respect to each Intra-Group Creditor, will provide all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders forms of Voting Securities other than the Investor Group proxy and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so representation requested by the BoardSecurity Agent for that purpose, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be votedprovided that if, for any reason whatsoever, the election of directors in Security Agent is not entitled to take such action or exercise such powers as aforesaid, the same proportion Intra-Group Creditors hereby undertake to take such action and exercise such powers as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesSecurity Agent may reasonably require from time to time.

Voting. (a) At all times during Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so required by Section 2.9 of these Bylaws or so determined by the Standstill Period, the Investor shall, shall cause each other member holders of stock having a majority of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities votes which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to could be included in such slate in accordance with Section 5) proposed cast by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be outstanding stock entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be are present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxyproxy at such meeting. Unless otherwise provided in the Certificate of Incorporation, at all meetings of shareholders directors shall be elected by a plurality of the Companyvotes cast in the election of directors. Each other question shall, so that all Voting Securities which Investors unless otherwise provided by law, the Certificate of Incorporation or any other member these Bylaws, be decided by the vote of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose holders of determining the presence of stock having a quorum at all meetings of shareholders majority of the Companyvotes which could be cast by the holders of all classes of stock entitled to vote on such question which are present in person or by proxy at the meeting. (b) If the holders Stock of the outstanding shares Corporation standing in the name of Common Stock are another corporation and entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to may be voted upon by such class officer, agent or voting group, then it shall be a condition to proxy as the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class bylaws or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval other internal regulations of such matterother corporation may prescribe or, in the absence of such provision, as the board of directors or comparable body of such other corporation may determine. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member Stock of the Investor Group to waiveCorporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and shall use its commercially reasonable efforts entitled to cause each Other Investor Affiliate to waivevote may be voted by an administrator, any rights that the Investorexecutor, any member of the Investor Group guardian, conservator, debtor-in-possession or any Other Investor Affiliatetrustee, as the case may be, may have either in person or hereafter acquire under Division XIII by proxy, without transfer of such shares into the name of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreementofficial or other person so voting. (d) At any time after the conversion A stockholder whose voting stock of the Series A Convertible Preferred Stock into Common Stock pursuant Corporation is pledged shall be entitled to Section 6(a)(ii) vote such stock unless on the transfer records of the Certificate of Designation for Corporation the Series A Convertible Preferred Stock, pledgor has expressly empowered the Investor will cause all Votes attributable pledgee to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at vote such time, during the Standstill Periodshares, in accordance with which case only the provisions of Section 6.2(a) pledgee, or such pledgee’s proxy, may represent such shares and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliatesvote thereon. (e) Notwithstanding If voting stock is held of record in the foregoing provisions names of this Section 6.2two or more persons, at any time following the occurrence whether fiduciaries, members of a Trigger Event partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a Release Event, the Investor shall, shall cause each other member copy of the Investor Group toinstrument or order appointing them or creating the relationship wherein it is so provided, and their acts with respect to voting shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, have the following effect: (i) in favor if only one votes, such act binds all; (ii) if more than one vote, the act of the slate majority so voting binds all; and (iii) if more than one vote, but the vote is evenly split on any particular matter each faction may vote such stock proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of nominees proposed Chancery of the State of Delaware or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the stock, which shall then be voted as determined by a majority of such persons and the person appointed by the Board (except Court. If the instrument so filed shows that during any period such tenancy is held in unequal interests, a majority or at any time when there even split for the purpose of this subsection shall be a majority or even split in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement interest. (f) Stock of the NYSE Corporation belonging to the effect that the foregoing provisions of this Section 6.2(e) are invalidCorporation, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members another corporation a majority of the Investor Group, and use commercially reasonable efforts shares entitled to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders and shall not be counted in the same proportion as total number of outstanding shares for the votes cast by or on behalf purpose of determining whether a quorum is present. Nothing in this Section 2.7 shall limit the right of the other holders Corporation to vote shares of stock of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or Corporation held by it in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesa fiduciary capacity.

Voting. Unless and until the Company Board (a) At all times during at the Standstill Period, the Investor shall, shall cause each other member direction of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Special Committee) or the Special Committee has made a Change in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate Company Recommendation in accordance with Section 57.03(d) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock Merger Agreement (a "Voting Amendment"such time, the “Expiration Time”), (y) in favor of the Reclassification Amendment Shareholder hereby irrevocably and unconditionally agrees that at each the Company Shareholders’ Meeting or any other annual or special meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities however called, at which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company matters described in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted paragraphs (a) with respect – (f) hereof is to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) be considered (and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event adjournment or a Release Eventpostponement thereof), the Investor shall, Shareholder shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor cause its representative(s) to appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of the slate of nominees proposed by the Board determining whether a quorum is present and (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(eii) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy, if applicable) all of its Voting Securities Beneficially Owned by it the Securities: (a) for the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, (b) against any Competing Transaction or any other members transaction, proposal, agreement or action made in opposition to approval of the Investor GroupMerger Agreement or in competition or inconsistent with the Transactions, and use commercially reasonable efforts including the Merger, (c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to cause all Voting Securities Beneficially Owned materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by Other Investor Affiliates to be votedthe Shareholder of its obligations under this Agreement, for including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consideration or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities , other than nominees to the Investor Group and Other Investor Affiliates) and (ii) board of directors of the Company who are serving as directors of the Company on all other matters at any shareholder meeting the date of this Agreement or in connection with any action by written consent, as otherwise provided in the same proportion as Merger Agreement; (iv) any material change in the votes cast present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; or on behalf (v) any other action that would require the consent of all holders Parent pursuant to the Merger Agreement, except if approved in writing by Parent, (d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Transactions, including the Merger, (e) in favor of any adjournment or postponement of the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company's Voting Securities , however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent, and (f) in favor of any other than matter necessary to effect the Investor Group and Other Investor AffiliatesTransactions, including the Merger.

Voting. (ai) At all times during So long as no Event of Default shall have occurred and be Continuing, except as otherwise provided under the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, covenants and shall use its commercially reasonable efforts agreements relating to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Investment Related Property in this Agreement or elsewhere herein or in connection with any action by written consent at or in which such Voting Securities are entitled to votethe Credit Agreement, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates Grantor shall be entitled to vote exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Voting Securities held by them in their discretionInvestment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, that at no Grantor shall exercise or refrain from exercising any meeting at which a quorum would not be present but for such right without the inclusion prior written consent of the Voting Securities Beneficially Owned Collateral Agent if such action would have a Material Adverse Effect on the value of the Collateral; it being understood, however, that neither the voting by the Investor Groupsuch Grantor of any Pledged Stock for, or such Grantor’s consent to, the Investor shall cause such Voting Securities to be voted election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to each incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the matters presented to shareholders at such meeting and such vote Credit Agreement, shall be in accordance deemed inconsistent with the foregoing provisions terms of this Agreement or the Credit Agreement within the meaning of this Section 6.2(a6.6(b)(i). At all times ; and (ii) Upon the occurrence and during the Standstill Period, continuation of an Event of Default: (1) all rights of each Grantor to exercise or refrain from exercising the Investor voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall be, cease and all such rights shall cause each thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other member of consensual rights; and (2) in order to permit the Investor Group Collateral Agent to be, exercise the voting and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities other consensual rights which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns it may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on exercise pursuant hereto and to receive all dividends and other distributions which a shareholder vote is otherwise required, then the Company hereby covenants it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and agrees that if the Investor advises the Company in writing prior to the meeting held deliver (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted executed and delivered) to the Collateral Agent all of its Voting Securities Beneficially Owned by it proxies, dividend payment orders and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion instruments as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) Collateral Agent may from time to time reasonably request and (ii2) on all other matters at any shareholder meeting or each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.Section 8.1; and

Voting. (a) At all times during each annual and special meeting of shareholders held prior to the expiration of the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts Investors agrees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, (i) appear at any shareholder such shareholders’ meeting or in connection with any action otherwise cause all shares of Common Stock beneficially owned by written consent at or in which such Voting Securities are entitled each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the Company’s proxy card or voting instruction form (wa) in favor of each of the slate directors nominated by the Board and recommended by the Board in the election of directors, (b) against any other nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed serve on the Board that have not been recommended by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, and (xc) in favor of, except with respect to an Extraordinary Matter or as otherwise set forth in this Section 2, each of any amendment to the shareholder proposals listed on the Company's Articles of Incorporation proposed by the Board to change the ’s proxy card or voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) instruction form as identified in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, ’s proxy statement in accordance with the direction Board’s recommendations, including in favor of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested all other matters recommended for shareholder approval by the Board, vote and (iii) except with respect to an Extraordinary Matter or cause (oras otherwise set forth in this Section 2, not execute any proxy card or voting instruction form in respect of such shareholders’ meeting other than the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group proxy card and the Other Investor in the same proportion as the votes cast related voting instruction form being solicited by or on behalf of the other holders of Board; provided, however, in the Company's Voting Securities event that both Institutional Shareholders Services (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposal (other than the Investor Group election of directors), each of the Investors shall have the right to vote in accordance with the recommendation of ISS and Other Investor AffiliatesGlass Lewis with respect to such proposal; and provided, but only further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely. For purposes of this Section 2, an “Extraordinary Matter” means, with respect to the foregoing matters. On Company: any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At or substantially all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors ’s or any of its Affiliates’ assets in one or a series of transactions, joint venture or other member business combination of the Investor Group Company or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of its Affiliates with a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which third party; in each case, that requires a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such mattervote. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. (a) At all times The Stockholder irrevocably and unconditionally agrees, during the Standstill period beginning on the date of this Agreement and ending on the Expiration Date (the “Applicable Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"”), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval stockholders of the Company's shareholdersCompany (a “Meeting”) and at each adjournment or postponement thereof, and (z) on any matter relating to the adoption of any stock option, stock purchase in connection with each action or other benefit or compensation plan for employees, executives or directors approval by consent in writing of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction stockholders of the Board as Company (a “Consent Solicitation”), to how such Voting Securities shall cause to be voted, except that during any period present in person or at any time when there shall be in full force represented by proxy and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all (or express consent or dissent in writing, as applicable) that number of Shares set forth on the Voting Securities Stockholder’s signature page hereto and any additional Shares that are hereafter held of record or beneficially owned by itthe Stockholder (collectively, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, “Subject Shares”) that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written express consent or dissent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliatewriting, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Periodapplicable), in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates.each case as follows: (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of any proposal for stockholders of the slate Company to adopt the Merger Agreement and approve any other matters necessary for consummation of nominees proposed the transactions contemplated by the Board Merger Agreement, including the Merger; (except ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for stockholders of the Company to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient Shares present in person or represented by proxy at such Meeting to constitute a quorum; (iii) against any proposal providing for an Acquisition Transaction or the adoption of an agreement to enter into an Acquisition Transaction; (iv) against any proposal for any amendment or modification of the Company’s organizational documents that during would change the voting rights of any period Shares or at the number of votes required to approval any time when there proposal, including the vote required to adopt the Merger Agreement; and (v) against any action, transaction or agreement that would, or would reasonably be expected to, (A) result in a breach of any representation or warranty or covenant of the Company under the Merger Agreement or the Stockholder under this Agreement; (B) prevent, delay or impair consummation of the Transactions or dilute, in any material respect, the benefit of the Transactions to Acquiror, except, for the avoidance of doubt, the issuance of the Bridge Notes; (C) result in any of the conditions set forth in Article X of the Merger Agreement not being fulfilled; or (D) facilitate any proposal relating to an Acquisition Transaction or any agreement to enter into any Acquisition Transaction. (b) Any vote required to be cast or consent or dissent in writing required to be expressed pursuant to this Section 1.01 shall be cast or expressed in full force accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and effect a valid order for purposes of recording the results of that vote or judgment of a court of competent jurisdiction Consent Solicitation. (c) The Stockholder agrees not to enter into any commitment, agreement, understanding or a ruling, pronouncement similar arrangement with any Person to vote or requirement of give voting instructions or express consent or dissent in writing in any manner inconsistent with the NYSE to the effect that the foregoing provisions terms of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates1.01.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during During the Standstill Period, the Investor shall be, (and shall cause each other member of its Permitted Transferees to): (a) cause all Voting Securities beneficially owned by the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, be present, in person or represented by proxy, at all meetings of shareholders the stockholders of the Company (whether annual or special, at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought or obtained by or from the stockholders of the Company), so that all such Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may shall be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company.each such meeting; and (b) If the holders vote, or cause to be voted at all meetings of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws stockholders of the Company's jurisdiction , or vote, consent or approve in any other circumstances, upon which such vote, consent or other approval (including a written consent) is sought or obtained by or from the stockholders of incorporation on any matter on which a shareholder vote is otherwise requiredthe Company, then the Company hereby covenants and agrees that if all Voting Securities beneficially owned by the Investor advises the Company in writing prior to the meeting held (or as of the record date for action taken by written consent in lieu of a meeting) to approve each such matter that the Investor opposes such matter so to be voted upon by such class meeting or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter.action: (ci) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior proposal or resolution relating to the termination election of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill PeriodDirectors, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and Board’s recommendation; and (bii) with respect to any other proposal or resolution, at the Investor’s election: (A) in the same manner (including by voting “for” or “against,” abstaining or withholding votes) as, and in the same proportion to, the votes cast “for” or “against,” and abstentions or vote withholdings made, in respect of all Voting Securities held by holders of Voting Securities (other Votes, on any matter pro rata than the Voting Securities beneficially held by the Investor) as of such record date or (B) in accordance with the Votes voted Board’s recommendation. Notwithstanding anything to the contrary set forth in Section 4.02(a) and (b), from and after the date on such matter by all holders of Voting Securities other than which the Board no longer includes any Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release EventDesignee, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a rulingentitled to vote, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted at all of its Voting Securities Beneficially Owned by it and the other members meetings of the Investor Groupstockholders of the Company, and use commercially reasonable efforts to cause or vote, consent or approve in any other circumstances upon which such vote, consent or other approval (including a written consent) is sought or obtained by or from the stockholders of the Company, all Voting Securities Beneficially Owned beneficially owned by Other the Investor Affiliates to be voted, as of the record date for the election of directors each such meeting or action in the same proportion as Investor’s sole discretion and without reference to the recommendation of the Board or the votes cast by or on behalf any other stockholder of the Company with respect to any proposal or resolution relating to any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, share exchange, sale, disposition, purchase, acquisition or other holders extraordinary transaction involving the Company or any of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesits Subsidiaries.

Voting. (a) At all times during During the Standstill Period, the each Investor shall, (and their respective transferees who are their affiliates ("Affiliated Transferees")) shall cause each other member all shares of the Preferred Stock and Common Stock held by such Investor Group to, and shall use or its commercially reasonable efforts Affiliated Transferees to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) be voted in favor of any of the slate following proposals submitted to a vote of nominees the Company's stockholders: (i) any transaction contemplating a Change of Control to be effected pursuant to an agreement approved by the Board (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles Certificate of Incorporation proposed by the Board required to effect any such transaction, so long as same does not change the voting rights liquidation preference of the Common Stock Series A Preferred Stock), provided that the monetary value to one vote be received pursuant to such Change of Control transaction by any Investors or Affiliated Transferees is at least $3.32 per share of Preferred Stock held immediately prior to the Change of Control, on an as converted to Common Stock basis (such figure to be adjusted for stock splits, stock dividends, recapitalizations and the like) and provided further that the Investors and Affiliated Transferees shall not be required to provide any representation or warranties in respect of the transaction, (ii) the sale and issuance of Common Stock in a "Voting Amendment"public offering (including any amendment to the Company's Certificate of Incorporation required to effect any such transaction, so long as same does not change the liquidation preference of the Series A Preferred Stock), or (yiii) an acquisition by the Company of another corporation or entity utilizing Common Stock as the form of consideration; provided, however, that this Section 2 shall only apply when the shares voted by the stockholders of the Company (excluding the shares held by the Investors) in favor of the Reclassification Amendment at each meeting proposal to implement one of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect transactions described above constitute a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders majority of the outstanding shares of Common Stock are entitled to vote and Preferred Stock of the Company voting together as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such mattersingle class. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.

Voting. From and after the Closing, unless an exemption or waiver is otherwise approved in advance in writing by the Board, until the date (the “Voting Fall-Away Date”) that is six (6) months after the later of (x) thirty (30) months from the date hereof and (y) the date no Shareholder Director is serving on the Board and, if the Shareholder has the right to nominate a Shareholder Director hereunder at that time, the Shareholder has certified in writing to the Company that it irrevocably waives and agrees to forego all its rights under this Agreement with respect to representation on the Board (or nomination thereto) and any committee thereof, with respect only to any matter relating to (a) At all times during the Standstill Periodelection or removal of Directors to or from the Board, (b) the effectuation of the provisions of this Agreement, or (c) a Shareholder Voting Matter, the Investor shallShareholder (i) shall attend, shall cause each other member in person or by proxy, all meetings of the Investor Group to, shareholders of the Company and shall use vote, or cause to be voted, all shares of Capital Stock held by the Shareholder and its commercially reasonable efforts Affiliates in such manner as is recommended by the Board and (ii) shall deliver (or cause to cause each Other Investor Affiliate to, vote be delivered) written consents for all Voting Securities which they Beneficially Own, at the shares of Capital Stock beneficially owned by the Shareholder and its Affiliates on any shareholder meeting or in connection with any action by matter submitted for the written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate shareholders of nominees the Company, voting for (including any Investor Nominee to be included or against) the matters contemplated by such written consent in such slate in accordance with Section 5) proposed manner as is recommended by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion Shareholder’s obligation to comply with the foregoing is, in such slate pursuant all cases, subject to Section 5.1 is so includedcompliance with the express, (x) in favor affirmative requirements of any amendment to the Shareholder’s bona fide publicly available voting principles and guidelines and the Company's Articles ’s compliance with the terms of Incorporation proposed by this Agreement in all material respects. Both before and after the Board Voting Fall-Away Date, the Shareholder shall and shall cause and the CPPIB Restricted Party to change vote its Shares ratably with the voting rights of general shareholder base (excluding such Shareholder and the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (zCPPIB Restricted Party) on any matter relating transaction (if such transaction is subject to a Company shareholder vote at all) between the adoption of any stock optionCompany and its Subsidiaries, stock purchase or other benefit or compensation plan for employees, executives or directors of on the Companyone hand, and the Shareholder or an Affiliate thereof, on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders hand. For the avoidance of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesdoubt, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the InvestorShareholder, including, without limitation, the Shareholder Discretionary Matters; provided, however, that the obligation to vote and (b) consider appropriate factors on a case-by-case basis with respect to all other Votes, on any matter pro rata contemplated by such principles and guidelines shall not be given effect in accordance a manner in-and-of itself that overrides Shareholder’s affirmative voting obligations with respect to the Shareholder Voting Matters to the extent such Board recommendation otherwise complies with the Votes voted on principles and guidelines in respect of such matter by all holders of Voting Securities other than set forth in such principles and guidelines; provided, further, that the Investor Group Shareholder shall reasonably inform and Other Investor Affiliates. (e) Notwithstanding consult with the Company prior to voting against a Board recommendation pursuant to the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, sentence (such obligation to inform and consult shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be votedbe, for the election avoidance of directors in doubt, deemed satisfied to the same proportion as extent the votes cast by or on behalf Shareholder Director raises such issues at a meeting of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesBoard).

Voting. From and after the date hereof until the earlier of (a) At all times during the Standstill Periodconsummation of the Merger, (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein and (c) the entry without the prior written consent of the Stockholders into any amendment or modification of the Merger Agreement, or any written waiver of the Company’s rights under the Merger Agreement made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, the Investor shall, shall cause each other member Merger Consideration or an extension of the Investor Group toEnd Date or which is otherwise adverse to any of the Stockholders in any material respect (such earlier date, the “Expiration Date”), each Stockholder irrevocably and shall use its commercially reasonable efforts unconditionally hereby agrees, subject to cause each Other Investor Affiliate toSection 1.5, vote all Voting Securities which they Beneficially Own, that at any shareholder meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor of any amendment to the Company's Articles of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities shall be voted, except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it’s stockholders, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders Stockholder will (i) appear at such meeting or otherwise cause all of its or his Existing Shares and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on over which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time has acquired beneficial ownership after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to date hereof (including any shares of Common Stock thereafter owned acquired by means of purchase, dividend or distribution, or issued upon the Investor Group exercise of the Rights, any stock options to acquire Common Stock or warrants or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and acquired prior to together with the termination Existing Shares, the “Shares”), which it owns as of this Agreement the applicable record date, to be voted (a) with respect to counted as present thereat for purposes of calculating a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, quorum and (bii) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of its Voting Securities Beneficially Owned by it the adoption of the Merger Agreement and the other members approval of the Investor Grouptransactions contemplated thereby, and use commercially reasonable efforts including the Merger, (B) in favor of any proposal to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by adjourn or on behalf of the other holders postpone such meeting of the Company's Voting Securities other than ’s stockholders to a later date if there are not sufficient votes to adopt the Investor Group and Other Investor AffiliatesMerger Agreement, (C) against any action or proposal in favor of a Company Takeover Proposal, without regard to the terms of such Company Takeover Proposal, and (iiD) on all against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a material breach of any covenant, representation or warranty or any other matters at any shareholder meeting obligation or agreement of the Company contained in connection with any action the Merger Agreement, or of a Stockholder contained in this Agreement or (2) prevent, materially impede or materially delay the Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger (clauses (A) through (D), the “Required Votes”). Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or written consent, if applicable) in the same proportion as the votes cast by favor of, against or on behalf of all holders of abstain with respect to any matters presented to the Company's Voting Securities other than the Investor Group and Other Investor Affiliates’s stockholders.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Except as otherwise provided by law or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; providedCertificate, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor each stockholder of record of any amendment to the Company's Articles series of Incorporation proposed by the Board to change the voting rights of the Preferred Stock or Series Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment shall be entitled at each meeting of stockholders to such number of votes, if any, for each share of such stock as may be fixed in the CompanyCertificate or in the resolution or resolutions adopted by the Board providing for the issuance of such stock, and each stockholder of record of Common Stock shall be entitled at each meeting of stockholders to one vote for each share of such stock, in each case, registered in such stockholder's shareholders name on the books of the Corporation: (1) on the date fixed pursuant to Section 6 of Article VII of these By-laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (2) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the Reclassification Amendment meeting is submitted held. Each stockholder entitled to vote at any meeting of stockholders may authorize not in excess of three persons to act for approval such stockholder by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated for holding such meeting, but in any event not later than the time designated in the order of business for so delivering such proxies. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of the Company's shareholdersstockholders, and (z) on any matter relating all corporate actions to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors be taken by vote of the Company, stockholders (except as otherwise required by law and on any nonexcept as otherwise provided in the Certificate or these By-Company sponsored shareholder proposal which is opposed by the Company, in accordance with the direction of the Board as to how such Voting Securities laws) shall be voted, except that during any period or at any time when there shall be in full force and effect authorized by a valid order or judgment majority of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be stockholders entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be thereon who are present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or represented by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as and where a separate vote by class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote series is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu a majority of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by the stockholders of such class or on behalf series who are present in person or represented by proxy shall be the act of such class or series. Unless required by law or determined by the chairman of the other holders meeting to be advisable, the vote on any matter, including the election of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action directors, need not be by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesballot.

Voting. (1) The Sterling Preference Stockholders shall be entitled to receive notice of any General Court of the Bank and a copy of every circular or like document sent out by the Bank to the holders of Ordinary Stock but shall not be entitled to attend any General Court or to speak or vote thereat unless: (a) a resolution is to be proposed at such meeting for the winding up of the Bank; or (b) a resolution is to be proposed at such meeting varying, altering or abrogating any of the rights, privileges, limitations or restrictions attached to the Sterling Preference Stock; and then to vote only on such resolution or resolutions; or unless at the date of such meeting the most recent instalment of the Preference Dividend due to be paid prior to such meeting shall not have been paid in cash in which event the Sterling Preference Stockholders shall be entitled to speak and vote on all resolutions proposed at such meeting. For the avoidance of doubt, unless otherwise provided by its terms of issue and without prejudice to the rights attached to the Sterling Preference Stock to participate in any return of capital, the rights attached to any Sterling Preference Stock shall not be deemed to be varied, altered or abrogated by a reduction in any capital stock ranking as regards participation in the profits and assets of the Bank pari passu with or after such Sterling Preference Stock or by any redemption of any such capital stock, unless, in either of the foregoing cases, the then most recent dividend due to be paid on each class of preference stock in the capital of the Bank prior to such reduction or redemption shall not have been paid in cash. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member a separate Meeting of the Investor Group to, Sterling Preference Stockholders referred to in paragraph (F) of this Bye-Law on a show of hands each Sterling Preference Stockholder present in person or every proxy for every such member shall have one vote and on a poll each Sterling Preference Stockholder present in person or by proxy shall use its commercially reasonable efforts to cause have one vote in respect of each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting or in connection with any action unit of Sterling Preference Stock held by written consent at or in which such Voting Securities him; and (b) Whenever the Sterling Preference Stockholders are entitled to vote, (w) in favor attend and vote at a General Court of the slate Bank then, on a show of nominees (including any Investor Nominee hands, each Sterling Preference Stockholder, present in person or every proxy for every such member, shall have one vote and on a poll each Sterling Preference Stockholder present in person or by proxy shall have one vote for every €0.64 of the euro amount decided by the Directors as being equivalent to the nominal amount of Sterling Preference Stock held by him, such calculation to be included in made by applying the rate of exchange prevailing at the date or respective dates of allotment of such slate in accordance with Section 5) proposed stock as determined by the Board; provided, that any Investor Nominee nominated by Directors. For the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor purpose of any amendment making the above calculation the euro amount shall be adjusted downwards to the Company's Articles nearest integral multiple of Incorporation proposed by the Board to change the voting rights of the Common Stock to one vote per share of Common Stock €0.64. (3) On a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the Company, relevant requisition given in accordance with the direction provisions of sub-paragraph (4) below, the Directors shall procure that an Extraordinary General Court of the Board as to how such Voting Securities Bank shall be voted, except that during any period or at any time when there shall be in full force and effect convened forthwith. (4) A “relevant requisition” is a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause requisition: (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to causea) to be voted all of the Voting Securities beneficially owned by it, the Investor Group and the Other Investor in the same proportion as the votes cast which has been signed by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates, but only with respect to the foregoing matters. On all other matters the Investor, the members a majority of the Investor Group and Sterling Preference Stock in issue at the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretiondate of such requisition; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions of this Section 6.2(a). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company.and (b) If which states the holders objects of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be convened; and a condition to the effectiveness relevant requisition may consist of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included several documents in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause like form each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast signed by or on behalf of the other holders one or more of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatesrequisitionists. The provisions of Bye-Law 46 (c), (d) and (iie) on all other matters at any shareholder meeting or shall apply mutatis mutandis to an Extraordinary General Court requisitioned in connection accordance with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders this Bye-Law. (5) The right to requisition a General Court of the Company's Voting Securities other than Bank contained in this paragraph (E) shall be exercisable only at a time when the Investor Group most recent instalment of the Preference Dividend due to be paid prior to such requisition shall not have been paid in cash. (6) The Directors shall procure that, on any resolution at a General Court of the Bank upon which the Sterling Preference Stockholders are entitled to vote and Other Investor Affiliateson each resolution at a separate Meeting, referred to at paragraph (F) of this Bye-Law, of the Sterling Preference Stockholders, a poll is demanded by the Chairman of such meeting in accordance with these Bye-Laws.

Voting. (a) At all times during On and after the Standstill PeriodSettlement Date, the Investor shall, Transferor (i) shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting not take (or in connection with refrain from taking) any action by written consent at or in which such Voting Securities are entitled with respect to vote, the Participated Collateral Loans (wan “Act”) in favor of the slate of nominees (including any Investor Nominee to be included in such slate other than in accordance with Section 5the prior instructions of the Transferee (or the Collateral Manager on its behalf) proposed and (ii) shall take (or refrain from taking) any Act with respect thereto in accordance with the prior instructions of the Transferee (or the Collateral Manager on its behalf), in each case except (A) as restricted or prohibited under applicable law, rule, order or the relevant Underlying Instrument (and such restrictions or prohibitions are hereby incorporated by reference as if set forth herein), or (B) if following such instructions would (in the BoardTransferor’s reasonable determination upon notice to the Transferee and the Administrative Agent) expose the Transferor to any obligation, liability or expense that in the Transferor’s reasonable judgment is material and for which the Transferee has not provided reasonably acceptable indemnification; provided, provided that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) if the Act involved is not divisible in favor respect of any amendment the Participated Collateral Loan but may be made only in respect of all loans and commitments held by the Transferor under the relevant Underlying Instrument, the Transferor shall take such Act, with prompt notice thereof to the Company's Articles of Incorporation proposed by Transferee, the Board to change Administrative Agent, the voting rights of Collateral Agent and the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors of the Company, and on any non-Company sponsored shareholder proposal which is opposed by the CompanyCollateral Manager, in accordance with the direction (if timely given) of holders (including the Transferor, if applicable) owning or holding interests representing more than 50% of the Board as to how such Voting Securities shall be voted, except that during any period total amount of all loans and commitments under the relevant Underlying Instrument (the “Majority Holders”); or at any time when there shall be in full force and effect a valid order or judgment (y) if the Act arises after the commencement of a court of competent jurisdiction bankruptcy, insolvency or a rulingsimilar proceeding relating to the obligor in respect of a Collateral Loan, pronouncement or requirement and is not divisible in respect of all loans and commitments that the Transferor may own from time to time under the relevant Underlying Instrument, but may be made only in respect of all claims of the NYSE to the effect same class that the foregoing provisions of this Section 6.2 are invalid, void, unenforceable or not in accordance with NYSE policyTransferor may have against the relevant obligor, then the Investor willTransferor shall take such Act, if so requested by with prompt notice thereof to the Board, vote or cause (or, in the case of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all of the Voting Securities beneficially owned by itTransferee, the Investor Group Administrative Agent, the Collateral Agent and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesCollateral Manager, but only with respect to the foregoing matters. On all other matters the Investor, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which a quorum would not be present but for the inclusion of the Voting Securities Beneficially Owned by the Investor Group, the Investor shall cause such Voting Securities to be voted with respect to each of the matters presented to shareholders at such meeting and such vote shall be in accordance with the foregoing provisions directions (if timely given) of this Section 6.2(athe majority (including the Transferor, if applicable) of holders (the “Majority Claims Holders”) in respect of all such claims (measured by amount of claims). At all times during the Standstill Period, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, present, in person or by proxy, at all meetings of shareholders of the Company, so The Transferee acknowledges that all Voting Securities which Investors or any other member of the Investor Group or any Other Investor Affiliate Beneficially Owns may be counted for the purpose of determining the presence of a quorum at all meetings of shareholders of the Company. (b) If the holders of the outstanding shares of Common Stock are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness bound by any decisions of the matter to be voted on that Majority Holders or the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class or voting group included the Voting Power represented by the Series A Convertible Preferred Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor AffiliateMajority Claims Holders, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities pursuant to this Agreement. (d) At any time after the conversion of the Series A Convertible Preferred Stock into Common Stock pursuant to Section 6(a)(ii) of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause all Votes attributable to any shares of Common Stock thereafter owned by the Investor Group and acquired prior to the termination of this Agreement to be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, in accordance with the provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion of the Investor, and (b) with respect to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all holders of Voting Securities other than the Investor Group and Other Investor Affiliates. (e) Notwithstanding the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable take or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliatestake an Act.

Voting. (a) At all times during the Standstill Period, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to, vote all Voting Securities which they Beneficially Own, at any shareholder meeting Except as may be otherwise required by law or in connection with any action by written consent at or in which such Voting Securities are entitled to vote, (w) in favor of the slate of nominees (including any Investor Nominee to be included in such slate in accordance with Section 5) proposed by the Board; provided, that any Investor Nominee nominated by the Investor for inclusion in such slate pursuant to Section 5.1 is so included, (x) in favor provisions of any amendment to the Company's Articles this Restated Certificate of Incorporation proposed by or the Board to change the voting rights of the Common Stock to one vote per share of Common Stock (a "Voting Amendment"), (y) in favor of the Reclassification Amendment at each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, and (z) on any matter relating to the adoption of any stock option, stock purchase or other benefit or compensation plan for employees, executives or directors Bylaws of the Company, and the holders of the Class B Common Stock shall vote together with the holders of the Class A Common Stock as a single class on every matter coming before any non-Company sponsored shareholder proposal which is opposed meeting of the stockholders or otherwise to be acted upon by the Companystockholders, in accordance with subject to any voting rights which may be granted to holders of any other class or series of Preferred Stock. So long as any Class B Common Stock is outstanding, the direction Corporation shall not (x) without the affirmative vote of 66 2/3% of the shares of Class A and Class B Common Stock outstanding, voting as a single class, effect any amendments to this Restated Certificate of Incorporation, any mergers, consolidations, reorganizations, or sales of assets requiring stockholder approval under the DGCL or dispositions of all or substantially all of the Corporation's assets, or any liquidation, dissolution or winding up of the Corporation, or (y) without the affirmative vote of a majority of the shares of Class B Common Stock outstanding, voting as a separate class, and the affirmative vote of 66 2/3% of the shares of Class A and Class B Common Stock, voting as a single class, amend any provision of this paragraph (a) of Section 2 relating to the Common Stock. (b) The Board of Directors of the Corporation shall consist of at least twelve members and no more than fifteen members as established from time to time by resolution of the Board as to how such Voting Securities shall be votedof Directors, except that such numbers are subject to automatic adjustment as necessary, under those circumstances and during those time periods that holders of any period other class or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement series of the NYSE Corporation's outstanding Preferred Stock have rights to elect members of the effect that Board of Directors (the foregoing provisions "Preferred Stock Directors"), as set forth in this Restated Certificate of this Section 6.2 are invalid, void, unenforceable Incorporation or not in accordance with NYSE policy, then the Investor will, if so requested by the Board, vote or cause (or, in the case resolution of the Other Investor Affiliates, use its commercially reasonable efforts to cause) to be voted all Board of Directors establishing and designating such series and fixing and determining the Voting Securities beneficially owned by itrelative rights and preferences thereof. So long as any shares of Class B Common Stock are outstanding, the Investor Group and the Other Investor in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor AffiliatesClass B Common Stock, but only with respect to the foregoing matters. On all other matters the Investoras such holders, the members of the Investor Group and the Other Investor Affiliates shall be entitled to vote the Voting Securities held by them in their discretion; provided, that at any meeting at which as a quorum would not be present but separate class for the inclusion election of the Voting Securities Beneficially Owned by greater of (x) three directors of the Investor GroupCorporation and (y) that whole number of directors that is closest to but not less than 20% of the total number of directors (the "Class B Directors") and the holders of the Class A Common Stock shall be entitled to vote as a separate class for the remaining directors of the Corporation (the "Class A Directors"), excluding Preferred Stock Directors, if any. At such time as no Class B Common Stock is outstanding, the Investor term of all Class B Directors shall cause immediately end. (c) For purposes of electing Class B Directors, the Board of Directors will nominate such Voting Securities to individuals as may be voted with respect to each specified by a majority vote of the matters presented to shareholders at such meeting and such vote shall then existing Class B Directors or, if there are no Class B Directors, by holders of a majority of the Class B Common Stock. The remaining directors will be nominated in accordance with the foregoing provisions Corporation's Bylaws. (d) At any meeting having as a purpose the election of this Section 6.2(a). At all times during directors by holders of the Standstill PeriodCommon Stock, the Investor shall be, shall cause each other member of the Investor Group to be, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to be, as the Beneficial Owners of Voting Securities, presentpresence, in person or by proxy, at all meetings of shareholders of the Company, so that all Voting Securities which Investors or any other member holders of a majority of the Investor Group shares of the relevant class or any Other Investor Affiliate Beneficially Owns may classes of Common Stock then outstanding shall be counted required and be sufficient to constitute a quorum of such class or classes for the purpose election of determining any director by such holders. Each director shall be elected by the presence vote or written consent required under the DGCL of the holders of such class or classes. At any such meeting or adjournment thereof, (i) the absence of a quorum at all meetings of shareholders such holders of an applicable class of Common Stock shall not prevent the election of the Companydirectors to be elected by the holders of shares other than such class of Common Stock, and (ii) in the absence of such quorum (either of holders of such class of Common Stock or of shares other than such class of Common Stock, or both), a majority of the holders, present in person or by proxy, of the class or classes of stock which lack a quorum shall have power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. All of the holders of Class A Common Stock that are entitled to vote at an election of Class A Directors shall have the right to vote, in person or by proxy, the number of shares of Class A Common Stock owned by him or her for as many persons as there are Class A Directors to be elected and for whose election he or she has a right to vote, or to cumulate the votes by giving one candidate as many votes as the number of such Class A Directors multiplied by the aggregate number of votes shall equal, or by distributing such votes on the same principle among any number of such candidates. All of the holders of Class B Common Stock that are entitled to vote at an election of Class B Directors shall have the right to vote, in person or by proxy, the number of shares of Class B Common Stock owned by him or her for as many persons as there are Class B Directors to be elected and for whose election he or she has a right to vote, but in no event shall he or she be permitted to cumulate his or her votes for one or more Class B Directors. (be) If Any vacancy in the office of a class of director may be filled by the remaining directors of such class, unless such vacancy occurred because of the removal (with or without cause) of a director or all offices of a class of directors are vacant, in which event such vacancy or vacancies shall be filled by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of Common Stock. Any or all of the directors may be removed, with or without cause, by vote or by written consent in each case in accordance with Section 141 of the DGCL by the holders of the applicable class of Common Stock and not otherwise. Any director elected to fill a vacancy shall serve the same remaining term as that of his or her predecessor, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. (f) Without the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, the Corporation may not effect any change in the rights, privileges or preferences of the Class B Common Stock. This provision shall not be applicable to any amendment to this Restated Certificate of Incorporation or adoption of resolutions of the Board of Directors which establishes or designates one or more classes or series of Preferred Stock in accordance with Article FOURTH, Division A. (g) With respect to actions by the holders of Class B Common Stock upon those matters on which such holders are entitled to vote as a separate class or voting group under the Articles of Incorporation or the corporation laws of the Company's jurisdiction of incorporation on class, such actions may be taken without a stockholders meeting, and without any matter on which a shareholder vote is otherwise required, then the Company hereby covenants and agrees that if the Investor advises the Company in writing prior to the meeting held (or the record date for action taken by written consent in lieu of a meeting) to approve such matter that the Investor opposes such matter so to be voted upon by such class or voting group, then it shall be a condition to the effectiveness of the matter to be voted on that the matter be approved by an aggregate number of Votes that would have been sufficient to approve such matter under the Articles of Incorporation and the corporation laws of the Company's jurisdiction of incorporation if all the Votes that could have been voted by the Investor Group had such class holders of Class A Common Stock if no approval or voting group included the Voting Power represented action by the Series holders of Class A Convertible Preferred Common Stock held by the Investor Group been included in such class or voting group and cast against the approval of such matter. (c) To the full extent permitted by Iowa law, the Investor hereby waives, shall cause each member of the Investor Group to waive, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to waive, any rights that the Investor, any member of the Investor Group or any Other Investor Affiliate, as the case may be, may have or hereafter acquire under Division XIII of the Iowa Business Corporation Act with respect to any disposition of Voting Securities is required pursuant to this Agreement. (d) At any time after Restated Certificate of Incorporation either voting as a separate class or together with the conversion holders of Class B Common Stock acting as a single class, by the written consent of holders of the Series A Convertible Preferred Stock into Class B Common Stock pursuant who would be entitled to Section 6(a)(ii) vote at a meeting those shares having voting power to cast not less than the minimum number of the Certificate of Designation for the Series A Convertible Preferred Stock, the Investor will cause votes that would be necessary to authorize or take such action at a meeting at which all Votes attributable to any shares of Class B Common Stock thereafter owned by the Investor Group entitled to vote were present and acquired prior to the termination of this Agreement to voted. Notice shall be voted (a) with respect to a number of Votes representing no more than voting power equal to the Investor Group's Total Ownership Percentage at such time, during the Standstill Period, given in accordance with the applicable provisions of Section 6.2(a) and after the Standstill Period, in the sole discretion DGCL of the Investor, and (b) with respect taking of corporate action without a meeting by less than unanimous written consent to all other Votes, on any matter pro rata in accordance with the Votes voted on such matter by all those holders of Voting Securities other than Class B Common Stock on the Investor Group and Other Investor Affiliates. (e) Notwithstanding record date whose shares were not represented on the foregoing provisions of this Section 6.2, at any time following the occurrence of a Trigger Event or a Release Event, the Investor shall, shall cause each other member of the Investor Group to, and shall use its commercially reasonable efforts to cause each Other Investor Affiliate to vote all Voting Securities which they Beneficially Own, (i) in favor of the slate of nominees proposed by the Board (except that during any period or at any time when there shall be in full force and effect a valid order or judgment of a court of competent jurisdiction or a ruling, pronouncement or requirement of the NYSE to the effect that the foregoing provisions of this Section 6.2(e) are invalid, void, unenforceable or not in accordance with NYSE policy, in which case, the Investor will, if so requested by the Board, vote or cause to be voted all of its Voting Securities Beneficially Owned by it and the other members of the Investor Group, and use commercially reasonable efforts to cause all Voting Securities Beneficially Owned by Other Investor Affiliates to be voted, for the election of directors in the same proportion as the votes cast by or on behalf of the other holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates) and (ii) on all other matters at any shareholder meeting or in connection with any action by written consent, in the same proportion as the votes cast by or on behalf of all holders of the Company's Voting Securities other than the Investor Group and Other Investor Affiliates.