Exhibit 10.1


 


EXECUTION VERSION


 


SUPPORT AGREEMENT


 


This Support Agreement (this
“Agreement”), dated as of September 15, 2021, is entered into by and among each of the undersigned shareholders (each,
a “Shareholder”, and collectively, the “Shareholders”) of First Interstate BancSystem, Inc., a Montana
corporation (“FIBK”). The obligations of each Shareholder hereunder shall be several and not joint.


 


WHEREAS, certain Shareholders
are members of the Scott Family FIBK Shareholder Group and in such capacity have adopted a committee charter for the purposes of formalizing
the efforts of the members to reach consensus on matters of importance to them with respect to FIBK, including matters requiring the vote
of the shareholders of FIBK;


 


WHEREAS, subject to the terms
and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”),
dated as of the date hereof, between FIBK and Great Western Bancorp, Inc., a Delaware corporation (“GWB”), GWB will
be merged with and into FIBK, with FIBK as the surviving corporation (the “Merger”);


 


WHEREAS, as of the date of
this Agreement, each Shareholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of Class
A common stock, no par value per share, of FIBK (the “Class A Common Stock”) and the shares of Class B common stock,
no par value per share, of FIBK (the “Class B Common Stock” and together with the Class A Common Stock, the “Common
Stock”) set forth next to such Shareholder’s name on Schedule B hereto (all such shares, the “Existing
Shares”);


 


WHEREAS, the Board of Directors
of FIBK has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the
best interests of FIBK and FIBK’s shareholders and declared the Merger Agreement advisable, and has resolved to recommend that FIBK’s
shareholders approve the Merger Agreement and the FIBK Articles Amendment and submit the Merger Agreement and the FIBK Articles Amendment
to FIBK’s shareholders for approval; and


 


WHEREAS, the Shareholders
are supportive of the Merger Agreement and the transactions contemplated thereby, including the Merger, and have determined that it is
in their best interests to enter into this Agreement to provide for their collective support for the Merger Agreement and such transactions
and this Agreement is intended to be for the benefit of each of FIBK and GWB, and each of FIBK and GWB is an express third party beneficiary
of this Agreement and shall have the right to directly enforce the obligations of the parties hereto, and this Agreement is further a
condition and inducement for GWB and FIBK to enter into the Merger Agreement.


 


NOW THEREFORE, in consideration
of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:


 


		1.	Definitions. Capitalized terms not defined in this Agreement have the meanings assigned
to those terms in the Merger Agreement.



 




    


     


    

		2.	Effectiveness; Termination. This Agreement shall be effective upon signing. This Agreement
shall automatically terminate and be null and void and of no effect upon (and may only be terminated upon) the earliest to occur of the
following: (a) termination of the Merger Agreement for any reason in accordance with its terms, (b) FIBK or the Board of Directors of
FIBK having made a Recommendation Change in accordance with Section 6.3 of the Merger Agreement (provided that such Recommendation
Change is approved by the Board of Directors of FIBK, including the vote of a majority of the independent directors then serving on the
Board of Directors of FIBK) or (c) any amendment, modification or waiver of the Merger Agreement that either (i) changes the amount of
the Merger Consideration or (ii) changes Section 6.12 (Corporate Governance) or Section 6.20 (Conversion of FIBK Class B Common Stock)
of the Merger Agreement, or the FIBK Articles Amendment or the FIBK Bylaws Amendment, in each case of this clause (ii) in a manner that
is material and adverse to the Shareholders and, in each case, without the consent of the Shareholders; provided that (i) this
Section 2 and Sections 10 through 16 hereof shall survive any such termination and (ii) such termination shall not
relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties,
covenants or other agreements set forth herein.



 


		3.	Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the
termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Shareholder irrevocably
and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation
thereof) of FIBK’s shareholders, however called, and in connection with any written consent of FIBK’s shareholders, each Shareholder
shall (i) appear at such meeting or otherwise cause all of such Shareholder’s Existing Shares and all other shares of Common Stock
or voting securities over which such Shareholder has acquired, after the date hereof, beneficial or record ownership and the power to
vote or direct the voting thereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued
upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other
equity awards or derivative securities (including any FIBK Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”),
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 Shares (A) in favor of the approval of the Merger Agreement,
the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of shares of Common Stock pursuant
to the Merger Agreement (collectively, the “Transactions”), (B) in favor of the FIBK Articles Amendment, (C) in favor
of any proposal to adjourn or postpone such meeting of FIBK’s shareholders to a later date if there are not sufficient votes to
approve the Merger Agreement, the Transactions or the FIBK Articles Amendment, (D) against any Acquisition Proposal, and (E) against any
action, proposal, transaction, agreement or amendment of the FIBK Articles of Incorporation or FIBK Bylaws, in each case of this clause
(E), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation
or agreement of FIBK contained in the Merger Agreement, or of a Shareholder contained in this Agreement, or (2) prevent, impede, delay,
interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Transactions, including
the Merger. Each Shareholder agrees to exercise all voting or



 




    


     


    

other determination rights such Shareholder
has in any trust or other legal entity to carry out the intent and purposes of such Shareholder’s obligations in this paragraph
and otherwise set forth in this Agreement. Each Shareholder represents, covenants and agrees that, except for this Agreement, such Shareholder
(x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar
agreement with respect to the Shares that would be inconsistent with such Shareholder’s obligations under this Agreement and (y)
has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except
any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers
or directors of FIBK at the request of the FIBK Board of Directors in connection with election of directors or other routine matters at
any annual or special meeting of the FIBK shareholders. Each Shareholder represents, covenants and agrees that it has not entered into
and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate
any of the provisions and agreements set forth herein.


 


		4.	Transfer Restrictions Prior to the Merger. Each Shareholder hereby agrees that such Shareholder
will not, from the date hereof until the earlier of (a) the end of the Support Period or (b) approval of the Merger Agreement and the
FIBK Articles Amendment by the shareholders of FIBK by the Requisite FIBK Vote, directly or indirectly, offer for sale, sell, transfer,
assign, give, convey, tender in any tender or exchange offer, pledge, encumber, hypothecate or dispose of (by merger, by testamentary
disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of, or enter into any contract, option or other arrangement
or understanding with respect to the sale, transfer, assignment, conveyance, hypothecation or other transfer or disposition of, any of
the Shares, or any legal or beneficial interest therein, whether or not for value and whether voluntary or involuntary or by operation
of law (any of the foregoing, a “Transfer”); provided, that each Shareholder may Transfer Shares (i) for bona
fide estate planning purposes to a Permitted Transferee (as defined in the FIBK Articles) of such Shareholder so long as the transferee,
prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement with respect
to such Transferred Shares, and such Shareholder provides at least three (3) Business Days’ prior written notice (which shall include
the written consent of the transferee agreeing to be bound by and comply with the provisions of this Agreement) to FIBK and GWB, in which
case such Shareholder shall remain responsible for any breach of this Agreement by such transferee and (ii) to the extent set forth on
Schedule A hereto.



 


		5.	Representations of each Shareholder. Each Shareholder represents and warrants as follows:
(a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s
obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and
delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder
in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder
or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such



 




    


     


    

Shareholder does not, and the consummation
of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result
in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on
any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require
any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s
Schedule 13D filed with the Securities and Exchange Commission); (d) such Shareholder beneficially owns and has the power to vote or direct
the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on,
Schedule B hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder
and represent the number of shares and voting power indicated on Schedule B hereto; (e) such Shareholder beneficially owns
the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) any restrictions created by this
Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D filed with the Securities
and Exchange Commission or (ii) Liens arising out of pledges of Shares to secure outstanding amounts under existing credit facilities
as set forth on Schedule A hereto); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement
and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that such Shareholder shall not take any
action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing,
impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement.
As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial
ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).


 


		6.	Publicity. Each Shareholder hereby authorizes GWB and FIBK to publish and disclose in any
announcement or disclosure in connection with the Merger, including in the S-4, the Joint Proxy Statement or any other filing with any
Governmental Entity made in connection with the Merger, each Shareholder’s identity and ownership of the Shares and the nature of
each Shareholder’s obligations under this Agreement; provided that, prior to any such announcement or disclosure, as well as any
other disclosure that references the Shareholders (individually or as a group), GWB and FIBK shall use commercially reasonable efforts
to provide the Shareholders (through their counsel, Latham & Watkins LLP) with the opportunity to review and comment on any references
to any individual Shareholder or the Shareholders generally in such announcement or disclosure and consider such comments in good faith.
Each Shareholder agrees to notify GWB as promptly as practicable of any inaccuracies or omissions in any information relating to such
Shareholder that is so published or disclosed. The applicable Shareholders shall promptly and in accordance with applicable law amend
their Schedule 13D filed with the Securities and Exchange Commission to disclose this Agreement and shall provide a draft of such amendment
to GWB and FIBK for their review and comment.



 




    


     


    

		7.	Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.  Nothing in this Agreement, express or implied, is intended
to or shall confer upon any person not a party to this Agreement any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.  Nothing in this Agreement shall, or shall be construed or deemed to, constitute a Transfer of any Shares or any
legal or beneficial interest in or voting or other control over any of the Shares or as creating or forming a “group” for
purposes of the Exchange Act, and all rights, ownership and benefits of and relating to the Shares shall remain vested in and belong to
each Shareholder, subject to the agreements of the parties set forth herein. This Agreement is intended to create, and creates, a contractual
relationship and is not intended to create, and does not create, any agency, partnership, joint venture or other like relationship between
the parties.



 


		8.	Assignment; Third-Party Beneficiaries. This Agreement shall not be assigned by operation
of law or otherwise and, except as provided herein, shall be binding upon and inure solely to the benefit of each party hereto and is
not intended to confer upon any person other than the parties hereto any rights or remedies hereunder; provided, however,
that the parties hereto acknowledge and agree that each of FIBK and GWB is an express third party beneficiary of this Agreement, this
Agreement is intended to be for the benefit of each of FIBK and GWB and each of FIBK and GWB shall have the right to directly enforce
the obligations of the parties hereto (including by seeking any remedy available pursuant to Section 9), and each may rely on the representations
and warranties of the parties hereto set forth in Section 5; provided, further, that any action by FIBK or GWB to enforce
this Agreement shall be subject to the provisions with respect to governing law, jurisdiction, venue, and waiver of jury trials set forth
in Sections 10 and 14.



 


		9.	Remedies/Specific Enforcement. Each of the parties hereto agrees that this Agreement is
intended to be legally binding and specifically enforceable pursuant to its terms and that each party would be irreparably harmed if any
of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide
an adequate remedy in such event.  Accordingly, in the event of any breach or threatened breach by any party of any provision contained
in this Agreement, in addition to any other remedy to which the other parties may be entitled whether at law or in equity (including monetary
damages), each other party shall be entitled to injunctive relief to prevent breaches or threatened breaches of this Agreement and to
specifically enforce the terms and provisions hereof, and each party hereby waives any defense in any action for specific performance
or an injunction or other equitable relief that a remedy at law would be adequate.  Each party further agrees that no party shall
be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred
to in this paragraph, and each party irrevocably waives any right such party may have to require the obtaining, furnishing or posting
of any such bond or similar instrument.



 


		10.	Governing Law; Jurisdiction; Venue. This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware, without regard to any applicable



 




    


     


    

conflict of law principles (except that
matters relating to the corporate laws of the State of Montana shall be governed by such laws). Each of the parties hereto agrees that
it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated
hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if
the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction
located in the State of Delaware) (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement
or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts,
(ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen
Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in
any such action or proceeding will be effective if notice is given in accordance with Section 11.


 


		11.	Notice. All notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, by e-mail transmission (with confirmation), mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation), if to a Shareholder, to its address set forth on Schedule B
hereto.



 


		12.	Severability. Whenever possible, each provision or portion of any provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement,
or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder
of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to
effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or
unenforceable provision.



 


		13.	Amendments; Waivers.  Any provision of this Agreement may be amended, modified or waived
if, and only if, such amendment, modification or waiver is in writing and signed (a) in the case of an amendment or modification,
by each Shareholder, and (b) in the case of a waiver, by the party against whom the waiver is to be effective; provided, that
this Agreement may not be amended or modified and no provision may be waived without the prior written consent of each of FIBK and GWB.
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.



 


		14.	Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY



 




    


     


    

ARISING OUT OF OR RELATING TO THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) THE PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) THE PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.


 


		15.	No Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement
applies solely to each Shareholder in such Shareholder’s capacity as a shareholder of FIBK, and, to the extent a Shareholder serves
as a member of the board of directors or as an officer of FIBK, nothing in this Agreement shall limit or affect any actions or omissions
taken by such Shareholder in such Shareholder’s capacity as a director or officer and not as a shareholder.



 


		16.	Counterparts. The parties may execute this Agreement in one or more counterparts, including
by facsimile or other electronic signature. All the counterparts will be construed together and will constitute one Agreement.



 


[Signature pages follow]


 




    


     


    

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
and is effective as of the date first set forth above:


 


SHAREHOLDERS:


 


	 	RISA KAE SCOTT
	 	 
	 	By:	/s/ Risa K. Scott
	 	 	Name:	Risa K Scott, as an individual
	 	 	 	 


	 	NBAR5 S
	 	 
	 	By:	/s/ Risa K. Scott
	 	 	Name:	Risa K Scott
	 	 	Title:	Authorized Signatory
	 	 	 	 


	 	RISA K. SCOTT & JOHN HEYNEMAN JR., TTEES FBO RISA K SCOTT EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST
	 	 
	 	By:	/s/ Risa K. Scott
	 	 	Name:	Risa K Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	RISA K SCOTT TRUST AGENCY
	 	 
	 	By:	/s/ Risa K. Scott
	 	 	Name:	Risa K. Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	RISA K SCOTT TTEE RISA K SCOTT TRUST DTD 12/4/15
	 	 
	 	By:	/s/ Risa K. Scott
	 	 	Name:	Risa K. Scott
	 	 	Title:	Trustee
	 	 	 	 


[Support Agreement Signature Page]


 




    


     


    

	 	JAMES R. SCOTT
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott, as an individual
	 	 	 	 


	 	FOUNDATION FOR COMMUNITY VITALITY
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Director
	 	 	 	 


	 	JAMES F HEYNEMAN CONSERVATORSHIP, JAMES SCOTT, CONSERVATOR
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Conservator
	 	 	 	 


	 	JAMES R SCOTT TRUST
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	JAMES R AND CHRISTINE M SCOTT FOUNDATION
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	President
	 	 	 	 





	 	JS INVESTMENTS LIMITED PARTNERSHIP
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Managing Partner


 


[Support Agreement Signature Page]


 




    


     


    

	 	SETRU & CO., CUSTODIAN FOR THE JAMES R SCOTT TRUST, JAMES R SCOTT & FIB CO-TTEEs
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	SETRU & CO., CUSTODIAN FOR THE JAMES F HEYNEMAN TRUST, JAMES SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT CO-TTEEs
	 	 
	 	By:	/s/ James R. Scott
	 	 	Name:	James R. Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	JOHN HEYNEMAN
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr., as an individual
	 	 	 	 


	 	JOHN HEYNEMAN JR.
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr., as an individual
	 	 	 	 


	 	RAE ANN MORSS & JOHN HEYNEMAN JR., TRUSTEES FBO RAE ANN MORSS EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr.
	 	 	Title:	Co-Trustee








 


[Support Agreement Signature Page]


 




    


     


    

	 	RIKI RAE SCOTT DAVIDSON & JOHN HEYNEMAN JR., TRUSTEES FBO RIKI SCOTT DAVIDSON EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr.
	 	 	Title:	Co-Trustee
	 	 	 	 


	 	SETRU & CO., CUSTODIAN FOR THE JOHN M HEYNEMAN JR. TRUST
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr.
	 	 	Title:	Trustee
	 	 	 	 


	 	TOWANDA INVESTMENTS LIMITED PARTNERSHIP
	 	 
	 	By:	/s/ John M. Heyneman Jr.
	 	 	Name:	John M. Heyneman Jr.
	 	 	Title:	Managing Partner
	 	 	 	 


	 	JULIE SCOTT ROSE
	 	 
	 	By:	s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose, as an individual
	 	 	 	 


	 	ELIZABETH LAUREN SCOTT ROSE TRUST
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trust Advisor





 


 


[Support Agreement Signature Page]


 





    


     


    

	 	FIRST INTERSTATE BANK & JULIE SCOTT ROSE, CO-TTEES OF THE JOAN D SCOTT TRUST DTD 10/16/12
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 





	 	HARPER GRACE SCOTT TRUST
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 


	 	HARRISON WILLIAM SCOTT TRUST
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 


	 	HOLLAND ELIZABETH SCOTT TRUST
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 


	 	IXL LIMITED LIABILITY COMPANY
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Designated member
	 	 	 	 





	 	JULIANA SARAH SCOTT ROSE TRUST
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trust Advisor


 


[Support Agreement Signature Page]


 




    


     


    

	 	JULIE A SCOTT ROSE TRUSTEE OF THE JULIE A SCOTT ROSE TRUST DATED 5-14-2002
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 


	 	THOMAS W SCOTT
	 	 
	 	By:	/s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 








	 	THOMAS W SCOTT TRUST DTD 8/22/95, THOMAS W SCOTT TRUSTEE
	 	 
	 	By:	s/ Julie Scott Rose
	 	 	Name:	Julie Scott Rose
	 	 	Title:	Trustee
	 	 	 	 


	 	HOMER SCOTT JR.
	 	 
	 	By:	/s/ Homer Scott Jr.
	 	 	Name:	Homer Scott Jr., as an individual
	 	 	 	 


	 	HOMER SCOTT JR. TRUST DTD 12/4/78
	 	 
	 	By:	/s/ Homer Scott Jr.
	 	 	Name:	Homer Scott Jr.
	 	 	Title:	Trustee
	 	 	 	 








	 	SETRU & CO., CUSTODIAN FOR THE SEVENTH AMENDMENT & RESTATEMENT OF TRUST AGREEMENT OF HOMER SCOTT JR DTD 5/21/10, HOMER SCOTT JR & FIB CO-TTEES
	 	 
	 	By:	/s/ Homer Scott Jr.
	 	 	Name:	Homer Scott Jr.
	 	 	Title:	Trustee


 


[Support Agreement Signature Page]


 




    


     


    

	 	SHERIDAN STADIUM FOUNDATION
	 	 
	 	By:	/s/ Homer Scott Jr.
	 	 	Name:	Homer Scott Jr.
	 	 	Title:	Board President
	 	 	 	 


	 	SETRU & CO., CUSTODIAN FOR THE SUSAN SCOTT HEYNEMAN 2008 REVOCABLE TRUST, SUSAN HEYNEMAN & FIB CO-TTEES
	 	 
	 	By:	/s/ Susan
    Scott Heyneman
	 	 	Name:	Susan Heyneman
	 	 	Title:	Trustee
	 	 	 	 


	 	JAMES R SCOTT JR.
	 	 
	 	By:	/s/ James R. Scott Jr.
	 	 	Name:	James R. Scott Jr., as an individual
	 	 	 	 


	 	FIRST INTERSTATE BANK TTEE FOR DANA S ANDERSSON GST EXEMPT TRUST NO 1 DTD 12/11/2020
	 	 
	 	By:	/s/ James R. Scott Jr.
	 	 	Name:	James R. Scott Jr.
	 	 	Title:	Authorized Signatory
	 	 	 	 


	 	FIRST INTERSTATE BANK TTEE FOR JAMES R SCOTT JR. GST EXEMPT TRUST NO 1 DTD 12/11/2020
	 	 
	 	By:	/s/ James R. Scott Jr.
	 	 	Name:	James R. Scott Jr.
	 	 	Title:	Authorized Signatory


 


[Support Agreement Signature Page]


 




    


     


    

	 	JONATHAN SCOTT
	 	 
	 	By:	/s/ Jonathan Scott
	 	 	Name:	Jonathan Scott, as an individual
	 	 		 


	 	JONATHAN SCOTT AS TRUSTEE OF THE JONATHAN R SCOTT TRUST DATED AS OF 4/21/04
	 	 
	 	By:	/s/ Jonathan Scott
	 	 	Name:	Jonathan Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	JEREMY PAUL SCOTT
	 	 
	 	By:	/s/ Jeremy Paul Scott
	 	 	Name:	Jeremy Paul Scott, as an individual
	 	 	 	 


	 	JEREMY SCOTT TTEE, JEREMY SCOTT REVOCABLE TRUST DTD 6/25/15
	 	 
	 	By:	/s/ Jeremy Paul Scott
	 	 	Name:	Jeremy Paul Scott
	 	 	Title:	Trustee
	 	 	 	 


	 	NBAR5 Limited Partnership
	 	 
	 	By:	/s/ Jeremy Paul Scott
	 	 	Name:	Jeremy Scott
	 	 	Title:	Managing Member


 


[Support Agreement Signature Page]


 




    


     


    

Schedule
A


 


Permitted Transfers


 


		1)	Shares to be transferred for charitable gifts and estate
tax payments



 


	Family Member	B Shares to be Converted and Contributed	Existing A Shares to be Contributed	Existing A Shares to be Sold	B Shares to be Transferred Pursuant to Estate Administration	Total Shares Impacted
	Risa Scott	11,500	-	-	-	11,500
	Foundation for Community Vitality*	13,000	-	-	-	13,000
	James R. Scott	13,000	-	-	-	13,000
	Homer Scott, Jr.	-	13,000	-	-	13,000
	Homer Scott, Jr.	-	-	8,000	-	8,000
	Thomas Scott Trust (Julie Rose – Trustee)	-	-	-	89,500	89,500
	 	 	 	 	 	148,000
	*James R. Scott – Board Member	 	 	 	 	 
	 	 	 	 	
    Total Family

     

    B Shares

     
	19,549,126
	 	 	 	 	Percentage Impacted	0.76%




    


     


    

		2)	Shares pledged pursuant to existing revolving credit facilities



 


	Entity	Class A	Class B	Shares Pledged
	Setru & Co., Custodian for the James R Scott Trust, James R Scott & FIB Co-TTEEs	-	                  1,057,496 	395,000
	John Heyneman Jr. 	-	                       30,000 	11,700
	Thomas W Scott Trust Dtd 8/22/95, Thomas W Scott Trustee	-	                  1,758,995 	105,000
	Setru & Co., Custodian for the Seventh Amendment & Restatement of Trust Agreement of Homer Scott Jr Dtd 5/21/10, Homer Scott Jr & FIB Co-TTEEs	-	                  1,737,084 	1,737,084
	Setru & Co., Custodian for the Susan Scott Heyneman 2008 Revocable Trust, Susan Heyneman & FIB Co-TTEE	-	                     646,756 	322,500
	Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04	-	                     380,000 	380,000




    


     


    

Schedule
B


 


Shareholder Information


 


	Name of Shareholder	Existing Shares 	Total Voting Power Percentage Represented by Shareholder’s Existing Shares	Address for Notices
	Class A	Class B
	Risa K Scott TTEE Risa K Scott Trust Dtd 12/4/15	-	264,308	0.916%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Risa Kae Scott	-	587	0.002%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	NBAR5 S	-	135,776	0.470%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Risa K. Scott & John Heyneman Jr., TTEEs FBO Risa K Scott Exemption Trust Under the Scott Family 1996 Trust	- 	85,836	0.297%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Risa K Scott Trust Agency	85	-	0.000%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	NBar5 Limited Partnership 	-	3,416,108	11.837%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Setru & Co., Custodian for the James R Scott Trust, James R Scott & FIB Co-TTEEs	-	1,985,462	6.880%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	James R Scott Trust	35,723	-	0.025%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	James R. Scott	28,839	-	0.020%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	James R and Christine M Scott Foundation	-	35,240	0.122%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103




    


     


    

	JS Investments Limited Partnership	-	1,901,036	6.587%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	John Heyneman Jr.	6,814	-	0.005%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Foundation for Community Vitality	16,598	322,641	1.129%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	James F Heyneman Conservatorship, James Scott, Conservator	-	73,002	0.253%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Setru & Co., Custodian for the James F Heyneman Trust, James Scott & First Interstate Wealth Management Co-TTEEs	-	7,096	0.025%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Setru & Co., Custodian for the John M Heyneman Jr. Trust	-	139,921	0.485%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	John Heyneman	-	15,000	0.052%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Riki Rae Scott Davidson & John Heyneman Jr., Trustees FBO Riki Scott Davidson Exemption Trust Under the Scott Family 1996 Trust	-	85,836	0.297%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Rae Ann Morss & John Heyneman Jr., Trustees FBO Rae Ann Morss Exemption Trust Under the Scott Family 1996 Trust	-	85,836	0.297%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Towanda Investments Limited Partnership	-	1,085,792	3.762%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Julie Scott Rose	-	1,933	0.007%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103




    


     


    

	Julie A Scott Rose Trustee of the Julie A Scott Rose Trust Dated 5-14-2002	-	397,210	1.376%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	First Interstate Bank & Julie Scott Rose, Co-TTEEs of the Joan D Scott Trust Dtd 10/16/12	-	10,424	0.036%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	IXL Limited Liability Company	-	222,528	0.771%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Juliana Sarah Scott Rose Trust	131,731	-	0.091%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Elizabeth Lauren Scott Rose Trust	131,731	-	0.091%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Holland Elizabeth Scott Trust	94,863	-	0.066%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Harper Grace Scott Trust	94,863	-	0.066%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Harrison William Scott Trust	94,863	-	0.066%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Thomas W Scott Trust Dtd 8/22/95, Thomas W Scott Trustee	-	1,758,995	6.095%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Thomas W Scott  	205	-	0.000%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Setru & Co., Custodian for the Seventh Amendment & Restatement of Trust Agreement of Homer Scott Jr Dtd 5/21/10, Homer Scott Jr & FIB Co-TTEEs	-	1,961,232	6.796%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Homer Scott Jr. Trust Dtd 12/4/78	21,500	-	0.015%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103




    


     


    

	Sheridan Stadium Foundation	5,960	-	0.004%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Homer Scott Jr.	26,193	-	0.018%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Setru & Co., Custodian for the Susan Scott Heyneman 2008 Revocable Trust, Susan Heyneman & FIB Co-TTEEs	-	646,756	2.241%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	First Interstate Bank TTEE for Dana S Andersson GST Exempt Trust No 1 Dtd 12/11/2020	-	25,642	0.089%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	First Interstate Bank TTEE for James R Scott Jr. GST Exempt Trust No 1 Dtd 12/11/2020	-	25,642	0.089%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Jonathan Scott as Trustee of the Jonathan R Scott Trust Dated as of 4/21/04	-	540,731	1.874%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Jonathan Scott  	4,160	265	0.004%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Jeremy Paul Scott	-	14,024	0.049%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	Jeremy Scott TTEE, Jeremy Scott Revocable Trust Dtd 6/25/15	-	42,918	0.149%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103
	James R Scott Jr.	7,583	97,853	0.344%	Attn: Tim Leuthold, c/o Scott Family Services, PO Box 7113, Billings, MT 59103