VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this Agreement) is made and entered into as of January 14, 2020, by and between Rayonier Inc., a North Carolina corporation (Parent), and each of the Persons executing this Agreement on the signature page hereto (each, a Unitholder).
WHEREAS, each Unitholder owns, beneficially and of record, certain units representing partnership interests of Pope Resources, a Delaware limited partnership (the Partnership) (such units, the Partnership Units, and any other Partnership Units or Rights with respect thereto acquired (whether beneficially or of record) by such Unitholder after the date hereof and prior to the earlier of the Closing or the termination of all of such Unitholders obligations under this Agreement, including any Partnership Units or Rights acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise (excluding, in the case of the Unitholder who is an individual, any Partnership Units that such Unitholder might be deemed to own in his capacity as a trustee of a trust or that are owned by his children), being collectively referred to herein as the Securities);
WHEREAS, Parent, Rayonier Operating Company LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Parent Opco), Pacific GP Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub 1), Pacific GP Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub 2), Pacific LP Merger Sub III, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent Opco (Merger Sub 3), the Partnership, Pope MGP, Inc., a Delaware corporation and the Managing General Partner of the Partnership (MGP), and Pope EGP, Inc., a Delaware corporation and the Equity General Partner of the Partnership (EGP), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the Merger Agreement; capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement), pursuant to which, among other things, Merger Sub 3 will merge with and into the Partnership (the LP Merger), with the Partnership surviving the LP Merger as a subsidiary of Parent Opco, upon the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the approval of the Merger Agreement by the votes required for the Partnership Unitholder Approval (the Approval) is a condition to the consummation of the LP Merger; and
WHEREAS, as a condition to the willingness of the Parent to enter into the Merger Agreement and as an inducement and in consideration therefor, each Unitholder has agreed to enter into this 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, severally and not jointly, agree as follows: