Voting Agreement Sample Contracts

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer), EIGF Aggregator III LLC, a Delaware limited liability company (EIGF), TE Drilling Aggregator LLC, a Delaware limited liability company (TE Drilling), and Haymaker Management, LLC, a Texas limited liability company (together with EIGF and TE Drilling, the Seller Holders). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (the Seller Holder). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Center Bancorp, Inc. – Form of Voting Agreement (July 12th, 2018)

This Voting Agreement (this "Agreement") is dated as of July 11, 2018, by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), and the shareholder of Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"), executing this Agreement on the signature page hereto (the "Shareholder").

Center Bancorp, Inc. – Form of Voting Agreement (July 12th, 2018)

This Voting Agreement (this "Agreement") is dated as of July 11, 2018, by and between ConnectOne Bancorp, Inc., a New Jersey corporation and registered bank holding company ("ConnectOne"), and the shareholder of Greater Hudson Bank, a New York state chartered commercial bank ("Greater Hudson"), executing this Agreement on the signature page hereto (the "Shareholder").

Voting Agreement (July 9th, 2018)

THIS VOTING AGREEMENT (this Agreement) is dated as of May 29, 2018, by and between the undersigned holder (Shareholder) of common stock, par value $1.00 per share (Company Common Stock), of MNB Bancorp, a Massachusetts corporation (Company), and Independent Bank Corp., a Massachusetts corporation (Buyer). All capitalized terms used but not defined shall have the meanings assigned to them in the Merger Agreement (as defined below).

Bloom Energy Corp – Holder Voting Agreement (July 9th, 2018)

This Holder Voting Agreement (this Agreement) is made as of the day of __________ (the Effective Date), by and between ___________ (together with its successors, Stockholder) and KR Sridhar (Initial Proxyholder).

Voting Agreement (July 2nd, 2018)

This Voting Agreement (this "Agreement"), dated as of June 28, 2018, is entered into by and between SYNNEX Corporation, a Delaware corporation ("Parent"), and each of the undersigned shareholders (each, a "Shareholder") of Convergys Corporation, an Ohio corporation (the "Company").

BJ's Wholesale Club Holdings, Inc. – Voting Agreement (July 2nd, 2018)

THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) BJs Wholesale Club Holdings, Inc., a Delaware corporation (the Company), (ii) CVC Beacon LP, a Delaware limited partnership (the CVC Stockholder), (iii) Green Equity Investors V, L.P., a Delaware limited partnership (LGP V), (iv) Green Equity Investors Side V, L.P., a Delaware limited partnership (LGP Side V) and (v) Beacon Coinvest LLC, a Delaware limited liability company (together with LGP V and LGP Side V, collectively, the LGP Stockholders and, together with the CVC Stockholder, the Principal Stockholders and each a Principal Stockholder). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

Voting Agreement (June 29th, 2018)

This Voting Agreement (this "Agreement"), dated as of June 28, 2018, is entered into by and between SYNNEX Corporation, a Delaware corporation ("Parent"), and each of the undersigned shareholders (each, a "Shareholder") of Convergys Corporation, an Ohio corporation (the "Company").

Helios & Matheson North America Inc. – Voting Agreement (June 29th, 2018)

VOTING AGREEMENT, dated as of June 28, 2018 (this "Agreement"), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the stockholder signatory hereto (the "Investor").

Keryx Biopharmaceuticals, Inc. – Voting Agreement (June 28th, 2018)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of June 28, 2018, by and between Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx), and the undersigned stockholder (the Stockholder) of Akebia Therapeutics, Inc., a Delaware corporation (Akebia).

Voting Agreement (June 28th, 2018)

This Voting Agreement (this "Agreement"), dated as of June 28, 2018, is entered into by and between SYNNEX Corporation, a Delaware corporation ("Parent"), and each of the undersigned shareholders (each, a "Shareholder") of Convergys Corporation, an Ohio corporation (the "Company").

Voting Agreement (June 28th, 2018)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of June 28, 2018, by and between Akebia Therapeutics, Inc., a Delaware corporation (Akebia), and the undersigned stockholder (the Stockholder) of Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx).

Keryx Biopharmaceuticals, Inc. – Voting Agreement (June 28th, 2018)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of June 28, 2018, by and between Akebia Therapeutics, Inc., a Delaware corporation (Akebia), and the undersigned stockholder (the Stockholder) of Keryx Biopharmaceuticals, Inc., a Delaware corporation (Keryx).

BJ's Wholesale Club Holdings, Inc. – Voting Agreement (June 28th, 2018)
Voting Agreement (June 25th, 2018)

This VOTING AGREEMENT (the Agreement), dated as of [ ], is made by and among each of the Persons set forth on Schedule A hereto (individually, a Stockholder and, collectively, the Stockholders), and Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (Parent). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Cango Inc. – Voting Agreement (June 22nd, 2018)

This Voting Agreement (this Agreement) is made and entered into as of May 29, 2018 by and between Mr. Xiaojun Zhang (Mr. Zhang) and Mr. Jiayuan Lin (Mr. Lin, and together with Mr. Zhang, either of them, a Party and collectively, the Parties).

Helios & Matheson North America Inc. – Voting Agreement (June 21st, 2018)

VOTING AGREEMENT, dated as of June __, 2018 (this "Agreement"), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the stockholder signatory hereto (the "Investor").

Helios & Matheson North America Inc. – Voting Agreement (June 21st, 2018)

VOTING AGREEMENT, dated as of June __, 2018 (this "Agreement"), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the stockholder signatory hereto (the "Investor").

Voting Agreement (June 20th, 2018)

This VOTING AGREEMENT (this "Agreement"), is dated as of June June 15, 2018, by and among FELDENKREIS HOLDINGS LLC, a Delaware limited liability company ("Parent"), PERRY ELLIS INTERNATIONAL, INC., a Florida corporation (the "Company"), and the individuals and entities listed on Annex A (collectively, "Shareholder").

Voting Agreement (June 18th, 2018)

VOTING AGREEMENT, dated as of June 17, 2018 (this "Agreement"), by and between BOK Financial Corporation, an Oklahoma corporation ("Purchaser") and Steven Bangert (the "Shareholder").

BJ's Wholesale Club Holdings, Inc. – Voting Agreement (June 18th, 2018)
Voting Agreement (June 18th, 2018)

VOTING AGREEMENT, dated as of June 17, 2018 (this "Agreement"), by and between BOK Financial Corporation, an Oklahoma corporation ("Purchaser") and Noel N. Rothman (the "Shareholder").

Fat Brands, Inc – FAT BRANDS INC. INVESTOR RIGHTS AND VOTING AGREEMENT (Series a Fixed Rate Cumulative Preferred Stock) (June 13th, 2018)

This INVESTOR RIGHTS AND VOTING AGREEMENT (this "Agreement"), dated as of June 7, 2018 (the "Effective Date"), is entered into by and among FAT Brands Inc., a Delaware corporation (the "Company"), Fog Cutter Capital Group, Inc., a Maryland corporation ("FCCG"), and the undersigned investors in the Company (each, an "Investor," and together with FCCG and the Company, the "Parties").

National Energy Services Reunited Corp. – Voting Agreement (June 12th, 2018)

This VOTING AGREEMENT (this "Agreement"), dated as of June 6, 201 8, is entered into by and among National Energy Services Reunited Corp., a company organized under the laws of the British Virgin Islands (the "Company''), NESR Holdings Ltd ., a company organized under the laws of the British Virgin Islands ("NESR Holdings ") , and SV3 Holdings PTE LTD., a company organized under the laws of the Republic of Singapore ("SVJ") .

Voting Agreement (June 11th, 2018)

This VOTING AGREEMENT dated as of June 10, 2018 (this Agreement) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (Parent), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (Merger Sub), and Berkshire Hathaway Inc., a Delaware corporation (the Stockholder), on behalf of itself and its subsidiaries listed on Exhibit A (together with the Stockholder, the Stockholder Entities), in the Stockholder Entities capacity as stockholders of USG Corporation, a Delaware corporation (the Company). Parent, Merger Sub and the Stockholder are referred to in this Agreement individually as a Party and collectively as the Parties.

Taylor Morrison Home Corporatio – Voting Agreement (June 7th, 2018)

This Voting Agreement (this Agreement), dated as of June 7, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the Parent), and TPG Aviator, L.P., a Delaware limited partnership (the Stockholder). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

Voting Agreement (June 7th, 2018)

This Voting Agreement (this Agreement), dated as of June 6, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the Parent), and TPG Aviator, L.P., a Delaware limited partnership (the Stockholder). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

Taylor Morrison Home Corporatio – Voting Agreement (June 7th, 2018)

This Voting Agreement (this Agreement), dated as of June 7, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the Parent), and TPG Aviator, L.P., a Delaware limited partnership (the Stockholder). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

Osprey Energy Acquisition Corp – Voting Agreement (June 4th, 2018)

This VOTING AGREEMENT, dated June 3, 2018 (this "Agreement"), is made and entered into by and among Royal Resources L.P., a Delaware limited partnership ("Royal"), and the parties listed as signatories to this Agreement (each a "Stockholder" and collectively the "Stockholders"). Royal and the Stockholders are sometimes individually referred to in this Agreement as a "Party" and collectively as the "Parties".

Us Xpress Enterprises – Voting Agreement (June 4th, 2018)

THIS AGREEMENT dated as of , 2018, by and among the undersigned, the owners or holders of the shares of Class B Common Stock (the Subject Shares) issued by U.S. Xpress Enterprises, Inc., (US Xpress or the Company) as set forth on Exhibit A, attached hereto. The undersigned Lisa Quinn Pate is sometimes referred to herein as Lisa Pate; William Eric Fuller is sometimes referred to herein as Eric Fuller; and Max L. Fuller is sometimes referred to herein as Max Fuller. The Irrevocable Trust F/B/O Lisa Pate is sometimes referred to herein as Trust F/B/O Lisa Pate. Quinn Family Partners is a Family Limited Partnership, of which Lisa Pate is the managing general partner. The Irrevocable Trust F/B/O William Fuller is sometimes referred to herein as Trust F/B/O William Fuller. Fuller Family Enterprises, LLC is a Limited Liability Company, of which Max Fuller and Janice Fuller are the members. Janice Fuller, the wife of Max Fuller, joins in this agreement individually, and in

EverQuote, Inc. – Voting Agreement (June 1st, 2018)

THIS VOTING AGREEMENT (the Agreement) is made and entered into effective as of the 8th day of February 2018, by and among Link Ventures, LLLP, a Delaware limited liability limited partnership (Link), and those certain stockholders, stock option holders and holders of restricted stock units (RSUs) of EverQuote, Inc., a Delaware corporation (the Company), who become a party hereto from time to time (the Key Holders).

Orrstown Financial Services, Inc. – Voting Agreement (June 1st, 2018)

VOTING AGREEMENT ("Agreement"), dated as of May 31, 2018, by and between Orrstown Financial Services, Inc., a Pennsylvania corporation ("Buyer"), and the undersigned holder ("Stockholder") of common stock, no par value per share ("Common Stock"), of Mercersburg Financial Corporation, a Pennsylvania corporation (the "Company").

German American Bancorp – Voting Agreement (May 22nd, 2018)

THIS VOTING AGREEMENT (Agreement) is made and entered into as of May 22, 2018, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), and the undersigned securityholder(s) (each, the Securityholder, which term is used to describe all undersigned securityholders together if more than one) of First Security, Inc., a Kentucky corporation, that is not a party to this Agreement (the Company). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).

German American Bancorp – Voting Agreement (May 22nd, 2018)

THIS VOTING AGREEMENT (Agreement) is made and entered into as of May 22, 2018, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (German American), and the undersigned securityholder(s) (each, the Securityholder, which term is used to describe all undersigned securityholders together if more than one) of First Security, Inc., a Kentucky corporation, that is not a party to this Agreement (the Company). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).