Page 10 of 23 – SEC Filing
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Expiration
Time” shall mean the earliest to occur of: (a) the date that the TNK Shareholder Approvals and the TIL Shareholder Approvals
have been obtained; (b) the Effective Time; (c) such date and time as the Merger Agreement shall be validly terminated pursuant
to Article X thereof; (d) such date of any material modification, waiver, or amendment of the Merger Agreement that materially
and adversely affects the consideration payable to shareholders of TIL pursuant to the Merger Agreement; or (e) the mutual written
agreement to terminate this Agreement by the parties hereto.
“Transfer”
shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer
(by operation of Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or
understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer
(by operation of Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement),
(b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement)
with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to
such Covered Shares, (c) entry into any hedge, swap or other transaction or Contract that is designed to (or is reasonably expected
to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction
is to be settled by delivery of Covered Shares, in cash or otherwise (d) any direct or indirect sharing of voting power with respect
to any shares of TNK Common Stock or TIL Common Stock that otherwise would constitute Covered TNK Shares or Covered TIL Shares,
respectively, or (e) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing
clauses (a), (b), (c) or (d) above.
2.
Agreement Not to Transfer the Covered Shares.
2.1
No Transfer of Covered Shares. Until the earlier of the Expiration Time or February 28, 2018, Huber agrees
not to Transfer or cause or permit the Transfer of any Covered Shares provided, however, that Huber may Transfer
or cause or permit the Transfer of any Covered Shares in connection with (a) the cessation or pending cessation of any investment
advisory relationship pursuant to which Huber holds such Covered Shares for the benefit of an investment advisory client and which
cessation was not initiated, directly or indirectly, by Huber; or (b) Transfers (i) reasonably necessitated by a bona fide request
by a client (which request was not initiated, directly or indirectly, by Huber) for whom Huber holds Covered Shares (such as a
redemption, withdrawal, or reallocation request) or (ii) otherwise reasonably required by applicable law, guidelines or restrictions
of such clients. Huber may also Transfer or cause to permit the Transfer of any Covered Shares to any Affiliate of Huber who has
agreed in writing (the form and substance of which is reasonably acceptable to TNK) to be bound the terms of this Agreement. Any
Transfer or attempted Transfer of any Covered Shares not related to the above exceptions would be in violation of this Section
2.1 unless pursuant to prior written consent of TNK (such consent to be granted or withheld in the sole discretion of TNK,
as applicable).
