SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • May 2nd, 2012 • Groen Brothers Aviation Inc /Ut/ • Aircraft • New York
(Date), by and among (a) Groen Brothers Aviation, Inc., a Utah corporation (“Parent”), (b) Groen Brothers Aviation USA, Inc., a Utah corporation (“GBA USA”), (c) Groen Brothers Aviation International, LLC, a Delaware limited liability company (“GBA LLC” and, collectively with Parent and GBA USA, the “GBA Entities”), (d) the undersigned beneficial owners (or investment managers, agents, affiliates, advisors or other authorized representatives for the beneficial owners) or obligees with respect to obligations of the GBA Entities in respect of Parent’s shares of Series B 15% Cumulative Preferred Stock (including liabilities associated with mandatory redemption thereof) (“Series B Preferred Stock Obligations”), (e) the undersigned beneficial owners (or investment managers, agents, affiliates, advisors or other authorized representatives for the beneficial owners) or obligees with respect to debt obligations of Parent (other than the Series B Preferred Stock Obligations) owed to affiliates
