Page 11 of 23 – SEC Filing
2.2
Update of Beneficial Ownership Information. Until the Expiration Time, promptly following the written request
of TNK, or upon Huber’s acquisition of beneficial or record ownership and voting authority of additional shares of TNK Common
Stock or TIL Common Stock after the date hereof, Huber shall send to TNK a written notice setting forth the number of Covered Shares
beneficially owned by Huber where Huber has sole voting authority and indicating the capacity in which such Covered Shares are
owned.
3.
Agreement to Vote the Covered Shares.
3.1
Until the Expiration Time, (x) at every meeting of TNK’s shareholders at which any of the following matters
are to be voted on (whether annual or special and at every adjournment or postponement thereof), and on any action or approval
of TNK’s shareholders by written consent with respect to any of the following matters, Huber shall vote (including via proxy)
the Covered TNK Shares, and (y) Huber shall (1) use commercially reasonable efforts to encourage the record holders and other
beneficial owners of all shares of TNK Common Stock owned of record or beneficially by Huber but which do not constitute Covered
TNK Shares to vote (including via proxy), and (2) recommend that such holders and owners vote such other TNK Common Stock
at any such meeting of TNK’s shareholders and on any action or approval of TNK’s shareholders by written consent with
respect to any of the following matters:
(a)
in favor of the Charter Amendment pursuant to the provisions of this agreement;
(b)
against (A) any TNK Acquisition Proposal, or any other proposal made in opposition to, in competition with, or inconsistent
with the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement and (B) any other action, agreement
or proposal that is expressly intended or that could reasonably be expected to impede, interfere with, delay, postpone or adversely
affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement;
(c)
in favor of any proposal to adjourn or postpone a TNK shareholder meeting to a later date if there are not sufficient
votes for the approval of the Charter Amendment; and
(d)
in favor of the approval of any actions required in, or facilitating the, furtherance of the foregoing clauses (a),
(b) or (c) above.
3.2
Until the Expiration Time, at every meeting of TNK’s shareholders (whether annual or special and at every adjournment
or postponement thereof), Huber shall be represented in person or by proxy at such meeting in order for the Covered TNK Shares
to be counted as present for purposes of establishing a quorum.
3.3
Huber shall execute and deliver (or cause the holders of record to execute and deliver), within a reasonable timeframe
of receipt, any proxy card or voting instructions form it receives that is sent to the TNK shareholders by or on behalf of TNK
soliciting proxies with respect to any matter described in Section 3.1, which shall be voted in the manner described in
Section 3.1. Huber shall promptly confirm to TNK (and provided reasonable evidence of) such execution and delivery of such
proxy card or voting instructions.
