“Company Entity” means each of the Company and its Subsidiaries.     “Covered Shares” means, with respect to each Stockholder, such Stockholder’s ExistingShares, together with any shares of Company Common Stock that such Stockholder acquires, eitherbeneficially or of record, on or after the date hereof, including any shares of Company CommonStock received as dividends, as a result of a split, reverse split, combination, merger,consolidation, reorganization, reclassification, recapitalization or similar transaction or uponexercise of any option, warrant or other security or instrument exercisable, convertible orexchangeable into shares of Company Common Stock.     “Existing Shares” means, with respect to each Stockholder, all shares of CompanyCommon Stock owned, either beneficially or of record, by such Stockholder on the date of thisAgreement.     “Permitted Transfer” means a Transfer by a Stockholder (or an Affiliate thereof) to anAffiliate of such Stockholder, provided that such transferee Affiliate agrees in writing to assumeall of such transferring Stockholder’s obligations hereunder in respect of the Covered Sharessubject to such Transfer and to be bound by, and comply with, the terms of this Agreement, withrespect to the Covered Shares subject to such Transfer, and all other Covered Shares ownedbeneficially or of record from time to time by such transferee Affiliate, to the same extent assuch Stockholder is bound hereunder.     “Transfer” means, directly or indirectly, to sell, transfer, assign or otherwisedispose of (whether by merger or consolidation (including by conversion into securities or otherconsideration as a result of such merger or consolidation), by tendering into any tender orexchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarilyor involuntarily, or to enter into any contract, option or other arrangement or understanding withrespect to the voting of or sale, transfer, conversion, assignment or other disposition of (whetherby merger or consolidation (including by conversion into securities or other consideration as aresult of such merger or consolidation), by tendering into any tender or exchange offer, bytestamentary disposition, by operation of law or otherwise).**ARTICLE 2****VOTING**     Section 2.1 (a) Agreement to Vote Covered Shares. Each Stockholder hereby irrevocablyand unconditionally agrees that, during the term of this Agreement, at any meeting of thestockholders of the Company, however called, including any adjournment or postponement thereof, andin connection with any written consent of the stockholders of the Company (or any class orsubdivision thereof), the Stockholder shall, in each case to the fullest extent that the CoveredShares are entitled to vote thereon or consent thereto:     (a) appear at each such meeting or otherwise cause its Covered Shares to becounted as present thereat for purposes of calculating a quorum; and     (b) vote (or cause to be voted), in person or by proxy, or deliver (or causeto be delivered) a written consent covering, all of the Covered Shares:
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     (i) in favor of the approval or adoption of, or consent to, theMerger Agreement, any transactions contemplated by the Merger Agreement and anyother action reasonably requested by Parent in furtherance thereof submitted for thevote or written consent of stockholders of the Company;     (ii) against the approval or adoption of (A) any Acquisition Proposalor any other action, agreement, transaction or proposal made in opposition to theapproval of the Merger Agreement or inconsistent with the Merger and the othertransactions contemplated by the Merger Agreement, or (B) any action, agreement,transaction or proposal that is intended, or would reasonably be expected, to resultin a material breach of any covenant, agreement, representation, warranty or anyother obligation of the Company Parties contained in the Merger Agreement or of suchStockholder contained in this Agreement; and     (iii) against any action, agreement, transaction or proposal that isintended, would reasonably be expected, or the result of which would reasonably beexpected, to materially impede, interfere with, delay, postpone, discourage,frustrate the purposes of or adversely affect the Merger or the other transactionscontemplated by the Merger Agreement, including but not limited to the followingactions (other than the Merger and the other transactions contemplated by the MergerAgreement and actions requested or expressly permitted by Parent): (A) anyextraordinary corporate transaction, such as a merger, consolidation or otherbusiness combination involving a Company Entity; (B) a sale, lease or transfer of amaterial amount of assets of a Company Entity, or a reorganization,recapitalization, dissolution, liquidation or winding up of a Company Entity; (C)(1) any change in a majority of persons who constitute the Board of Directors of theCompany as of the date hereof, except for changes requested or expressly permittedby Parent, (2) any change in the present capitalization of the Company or anyamendment to any charter, bylaws, limited liability company agreement, limitedpartnership agreement or other company constituent document of any Company Entity,or (3) any other material change in a Company Entity’s organizational structure orbusiness.     (b) Agreement to Make Common Unit Election. Each Stockholder hereby irrevocably andunconditionally agrees to make a Common Unit Election (as defined in, and for purposes of, Section2.1(a)(ii) of the Merger Agreement), with respect to all of its Covered Shares, in accordance withthe election procedures set forth in Section 2.2 of the Merger Agreement, as promptly aspracticable following its receipt of an Election Form with respect to its Covered Shares, and tocause such election to remain valid and effective at all times until and including the EffectiveTime. Each Stockholder understands and agrees that by making such Common Unit Election it will,subject to the terms and conditions of the Merger Agreement, be entitled to receive Common Units(and cash in lieu of fractional Common Units) in consideration for its Covered Shares, and that,except as set forth in Section 2.1(a)(ii) of the Merger Agreement, it will not be entitled toreceive any cash consideration (other than cash in lieu of fractional Common Units) asconsideration for its Covered Shares.
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     Section 2.2 No Inconsistent Agreements. Each Stockholder hereby represents, covenantsand agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shallnot enter into at any time while this Agreement remains in effect, any voting agreement or votingtrust with respect to its Covered Shares, (b) has not granted, and shall not grant at any timewhile this Agreement remains in effect, a proxy, consent or power of attorney with respect to itsCovered Shares (except pursuant to Section 2.3 hereof) and (c) has not taken and shall nottake any action that would make any representation or warranty of such Stockholder contained hereinuntrue or incorrect in any material respect or have the effect of preventing or disabling suchStockholder from performing in any material respect any of its obligations under this Agreement.     Section 2.3 Proxy. In order to secure the obligations set forth herein, eachStockholder hereby irrevocably appoints Parent, or any nominee thereof, with full power ofsubstitution and resubstitution, as its true and lawful proxy and attorney-in-fact, in the eventthat such Stockholder does not comply with its obligations in Section 2.1, to vote orexecute written consents with respect to such Stockholder’s Covered Shares in accordance withSection 2.1 hereof and with respect to any proposed postponements or adjournments of anymeeting of the stockholders of the Company at which any of the matters described in Section2.1 hereof are to be considered. Each Stockholder hereby affirms that this proxy is coupledwith an interest and shall be irrevocable, except upon termination of this Agreement, and suchStockholder will take such further action or execute such other instruments as may be necessary toeffectuate the intent of this proxy and hereby revokes any proxy previously granted by suchStockholder with respect to any of its Covered Shares. Parent may terminate this proxy withrespect to any Stockholder at any time at its sole election by written notice provided to suchStockholder.**ARTICLE 3****REPRESENTATIONS AND WARRANTIES**     Section 3.1 Representations and Warranties of the Stockholders. Each Stockholder(except to the extent otherwise provided herein) hereby represents and warrants to the ParentParties, severally for itself and with respect to its Covered Shares only, and not jointly with theother Stockholders or with respect to the Covered Shares of any other Stockholder, as follows:     (a) Organization; Authorization; Validity of Agreement; NecessaryAction. Such Stockholder has the requisite power and authority and/or capacity toexecute and deliver this Agreement and to carry out its obligations hereunder. Theexecution and delivery by such Stockholder of this Agreement and the performance by it ofthe obligations hereunder have been duly and validly authorized by such Stockholder and noother actions or proceedings are required on the part of such Stockholder to authorize theexecution and delivery of this Agreement or the performance by such Stockholder of itsobligations hereunder. This Agreement has been duly executed and delivered by suchStockholder and, assuming the due authorization, execution and delivery of this Agreement bythe Parent Parties, constitutes a legal, valid and binding agreement of such Stockholder,enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium and similar laws of general applicabilityrelating to or affecting creditors’ rights and to general equitable principles.
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     (b) Ownership. Such Stockholder is the record and beneficial ownerof, and has good title to, its Existing Shares, free and clear of any Liens, except as maybe provided for in this Agreement. All of such Stockholder’s Covered Shares from the datehereof through and on the Closing Date will be beneficially or legally owned by suchStockholder, except in the case of a Permitted Transfer of any Covered Shares (in which casethis representation shall, with respect to such Covered Shares, be made by the transferee ofsuch Covered Shares). Except as provided for in this Agreement, such Stockholder has andwill have at all times through the Closing Date sole voting power (including the right tocontrol such vote as contemplated herein), sole power of disposition, sole power to issueinstructions with respect to the matters set forth in Article 2 hereof, and solepower to agree to all of the matters set forth in this Agreement, in each case with respectto all of such Stockholder’s Existing Shares and with respect to all of such Stockholder’sCovered Shares at any time through the Closing Date, except in the case of a PermittedTransfer (in which case this representation shall, with respect to such Covered Shares, bemade by the transferee of such Covered Shares). Such Stockholder does not, directly orindirectly, legally or beneficially own or have any option, warrant or other right toacquire any securities of a Company Entity that are or may by their terms become entitled tovote or any securities that are convertible or exchangeable into or exercisable for anysecurities of a Company Entity that are or may by their terms become entitled to vote, noris such Stockholder subject to any contract, agreement, arrangement, understanding orrelationship, other than this Agreement, that obligates it to vote, acquire or dispose ofany securities of a Company Entity.     (c) No Violation. Neither the execution and delivery of thisAgreement by such Stockholder nor its performance of its obligations under this Agreementwill (i) result in a violation or breach of, or conflict with any provisions of, orconstitute a default (or an event which, with notice or lapse of time or both, wouldconstitute a default) under, or result in the termination or cancellation of, or give riseto a right of purchase under, or result in the creation of any Lien (other than under thisAgreement) upon any of the properties, rights or assets (including but not limited to itsExisting Shares) owned by such Stockholder under, any of the terms, conditions or provisionsof any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreementor other instrument or obligation of any kind to which such Stockholder is a party or bywhich it or any of its respective properties, rights or assets may be bound, (ii) violateany Law applicable to such Stockholder or any of its properties, rights or assets, or (iii)result in a violation or breach of or conflict with its organizational and governingdocuments, except in the case of clause (i) as would not reasonably be expected to preventor materially delay the ability of such Stockholder to perform its obligations hereunder.     (d) Consents and Approvals. No consent, approval, order orauthorization of, or registration, declaration or filing with, any Governmental Entity isnecessary to be obtained or made by such Stockholder in connection with its execution,delivery and performance of this Agreement, except for any reports under Sections 13(d) and16 of the Exchange Act as may be required in connection with this Agreement and thetransactions contemplated hereby.
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     (e) Reliance by Parent. Such Stockholder understands andacknowledges that the Parent Parties are entering into the Merger Agreement in reliance uponsuch Stockholder’s execution and delivery of this Agreement and the representations,warranties, covenants and obligations of such Stockholder contained herein.     (f) Adequate Information. Such Stockholder acknowledges that it is asophisticated party with respect to its Covered Shares and has adequate informationconcerning the business and financial condition of the Company to make an informed decisionregarding the transactions contemplated by this Agreement and has, independently and withoutreliance upon any of the Parent Parties and based on such information as such Stockholderhas deemed appropriate, made its own analysis and decision to enter into this Agreement.Such Stockholder acknowledges that no Parent Party has made or is making any representationor warranty, whether express or implied, of any kind or character except as expressly setforth in this Agreement.     Section 3.2 Representations and Warranties of Parent. Parent hereby represents andwarrants to each Stockholder that the execution and delivery of this Agreement by Parent and theconsummation of the transactions contemplated hereby have been duly authorized by all necessaryaction on the part of the board of directors of the general partner of Parent. The Parent Partiesacknowledge that no Stockholder has made and no Stockholder is making any representation orwarranty of any kind except as expressly set forth in this Agreement.**ARTICLE 4****OTHER COVENANTS**     Section 4.1 Prohibition on Transfers, Other Actions.     (a) Each Stockholder hereby agrees, except for a Permitted Transfer, not to(i) Transfer any of the Covered Shares, beneficial ownership thereof or any other interesttherein, (ii) enter into any agreement, arrangement or understanding, or take any otheraction, that violates or conflicts with, or would reasonably be expected to violate orconflict with, or would reasonably be expected to result in or give rise to a violation ofor conflict with, such Stockholder’s representations, warranties, covenants and obligationsunder this Agreement, or (iii) take any action that would restrict or otherwise affect suchStockholder’s legal power, authority and right to comply with and perform its covenants andobligations under this Agreement. Any Transfer in violation of this provision shall be nulland void.     (b) Each Stockholder agrees that if it attempts to Transfer (other than aPermitted Transfer), vote or provide any other Person with the authority to vote any of theCovered Shares other than in compliance with this Agreement, such Stockholder shallunconditionally and irrevocably (during the term of this Agreement) instruct the Company tonot, (i) permit any such Transfer on its books and records, (ii) issue a book-entry interestor a new certificate representing any of the Covered Shares, or (iii) record such voteunless and until such Stockholder has complied in all respects with the terms of thisAgreement.
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     (c) Each Stockholder agrees that it shall not, and shall cause each of itscontrolled Affiliates to not, become a member of a “group” (as that term is used in Section13(d) of the Exchange Act) that such Stockholder or such Affiliate is not currently a partof and that has not been disclosed in a filing with the SEC prior to the date hereof (otherthan as a result of entering into this Agreement) for the purpose of opposing or competingwith the transactions contemplated by the Merger Agreement.     (d) Each Stockholder agrees not to knowingly take any action that would makeany of its representations or warranties contained herein untrue or incorrect in anymaterial respect or would reasonably be expected to have the effect of preventing, impedingor interfering with or adversely affecting in any material respect its performance of itsobligations under or contemplated by this Agreement.     Section 4.2 Further Assurances. Each of the parties hereto agrees that it will useits reasonable best efforts to do all things reasonably necessary to effectuate this Agreement.     Section 4.3 Waiver of Appraisal Rights and Claims. Each Stockholder hereby waives anyand all rights of appraisal or rights to dissent from the consummation of the Merger and anytransactions contemplated by the Merger Agreement.**ARTICLE 5****NO SOLICITATION**     Section 5.1 No Solicitation. Prior to the termination of this Agreement, eachStockholder shall not, and shall cause its officers, employees, legal counsel, financial advisors,agents and other representatives (collectively, “Representatives”) not to, directly orindirectly (a) solicit or initiate, or knowingly encourage or facilitate, any Acquisition Proposalor any inquiries regarding the submission of any Acquisition Proposal, (b) participate in anydiscussions or negotiations regarding, or furnish any third party any confidential informationregarding the Company or its Subsidiaries in response to or in connection with any AcquisitionProposal, or (c) enter into any agreement with respect to any Acquisition Proposal or approve orresolve to approve any Acquisition Proposal; provided, however, notwithstanding anything in thisAgreement to the contrary, prior to obtaining the Company Stockholder Approval, the restrictionsset forth in this Section 5.1 shall not apply to the Stockholders and their Representatives,including in their capacity as beneficial owners of the Covered Shares, to the extent that theCompany and its Subsidiaries, and its and their Representatives, are permitted by the terms ofSection 5.4(a) of the Merger Agreement to take such actions. Each Stockholder shall, and shallcause its Representatives to, immediately cease and cause to be terminated all existing discussionsor negotiations with any third party conducted prior to the date of this Agreement with respect toany Acquisition Proposal.     Notwithstanding any provision in this Agreement to the contrary, the Stockholders have enteredinto this Agreement solely in their capacity as the beneficial owners of the Covered Shares, andnothing herein shall limit or effect any actions taken by any Stockholder or Representative of aStockholder in such Stockholder’s or such Representative’s capacity as a director or officer of theCompany. In addition, for purposes of this Agreement, the Company
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shall be deemed not to be an Affiliate of any of the Stockholders, and any officer, director,employee, agent or advisor of the Company (in each case, in their capacities as such), shall bedeemed not to be a Representative of a Stockholder.**ARTICLE 6****MISCELLANEOUS**     Section 6.1 Termination. This Agreement shall remain in effect until the earliest tooccur of (a) the Effective Time, (b) a Change of Recommendation in connection with an InterveningEvent pursuant to Section 5.4 of the Merger Agreement, or (c) the valid termination of the MergerAgreement in accordance with its terms (including after any extension thereof), in which case thisAgreement shall terminate and be of no further force and effect with respect to all parties hereto.The Parent may terminate this Agreement with respect to all or any portion of any Stockholder’sCovered Shares by delivering a written notice to such Stockholder stating the portion of suchStockholder’s Covered Shares with respect to which this Agreement is terminated (in which case suchStockholder’s obligations hereunder shall terminate only with respect to the portion of its CoveredShares so identified). Nothing in this Section 6.1 and no termination of this Agreementshall relieve or otherwise limit any party of liability for any breach of this Agreement occurringprior to such termination.     Section 6.2 No Ownership Interest. Nothing contained in this Agreement shall bedeemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of orwith respect to any Covered Shares. All rights, ownership and economic benefit relating to theCovered Shares of any Stockholder shall remain vested in and belong to such Stockholder, and Parentshall have no authority to direct such Stockholder in the voting or disposition of any of itsCovered Shares, except as otherwise provided herein.     Section 6.3 Publicity. Each Stockholder hereby permits Parent and the Company toinclude and disclose in the Proxy Statement, and in such other schedules, certificates,applications, agreements or documents as such entities reasonably determine to be necessary orappropriate in connection with the consummation of the Merger and the transactions contemplated bythe Merger Agreement such Stockholder’s identity and ownership of the Covered Shares and the natureof such Stockholder’s commitments, arrangements and understandings pursuant to this Agreement.Parent and the Company hereby permit each Stockholder to disclose this Agreement and thetransactions contemplated by the Merger Agreement in any reports required to be filed by suchStockholder or any of its Affiliates under Sections 13(d) and 16 of the Exchange Act.     Section 6.4 Notices. All notices and other communications hereunder shall be inwriting and shall be deemed given when delivered personally or by facsimile or email (upontelephonic confirmation of receipt) or on the first Business Day following the date of dispatch ifdelivered by a recognized next day courier service. All notices hereunder shall be delivered asset forth below or pursuant to such other instructions as may be designated in writing by the partyto receive such notice:
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     If to Parent or Merger Sub, to:Energy Transfer Equity, L.P.