Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During the Term, Shareholder agrees that at every any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company called, and at every adjournment or postponement thereofwhich a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (in Shareholder's capacity as suchi) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, (ii) vote (ior cause to be voted), in person or by proxy, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of the adoption and approval of the Merger Agreement and the Merger; (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iiiy) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation action or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (z) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed TransactionMerger or this Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. The Shareholder irrevocably and unconditionally agrees that, during the term of this Agreement as specified in Section 8 below, the Shareholder will vote the Shares, and will cause any holder of record of the Shares to vote the Shares, (a) During in favor of approval of (i) the TermMerger Agreement and the transactions contemplated thereby, at every meeting of the shareholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, Shareholder and (in Shareholder's capacity as suchii) shall appear at any proposal to adjourn or postpone any such meeting of the shareholders of the Company, if necessary to solicit additional proxies (1) to secure the quorum necessary to conduct the business of such meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i2) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, and (the "Proposed Transaction")b) against (i) any Acquisition Proposal, and (ii) against the approval or adoption of any proposal made in opposition toaction, proposal, transaction, agreement, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation other matter which would or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, expected to result in a material breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Shareholder under this Agreement Agreement; provided, however, that, if the manner in which the Shares (or otherwise impede, interfere with, delay, postpone, discourage or adversely affect any portion thereof) are owned is such that the consummation of Shareholder does not have the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary right to cause the record holder and Shares to be so voted, the Shareholder shall use the Shareholder’s best efforts to cause the Shares to be so voted; provided further, however, that there is no obligation hereunder to exercise any nominees options or convert any convertible securities in order to obtain the right to vote all any shares of the Shares in accordance with Section 3(a)Company capital stock.

Agreement to Vote Shares. (a) During Stockholder irrevocably and unconditionally agrees during the Termterm of this Agreement, at every any annual or special meeting of the shareholders of Company called with respect to the Company calledfollowing matters, and at every adjournment or postponement thereofthereof (each, Shareholder (in Shareholder's capacity as such) shall a “Covered Meeting”), to appear at the any such meeting or otherwise cause the Shares to be counted as present thereat for purposes purpose of establishing a quorum and, and vote or cause the holder of record to vote the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote Shares at such meeting (i) in favor of the (1) adoption and approval of the Merger Agreement and approval of any other matters necessary for consummation of the transactions contemplated by the Merger Agreement, including the Merger and (2) any proposal to adjourn or postpone such meeting of stockholders of the "Proposed Transaction"), Company to a later date if there are not sufficient votes to approve the Merger; and (ii) against the approval (1) any Company Competing Proposal or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following transactions contemplated thereby, (to the extent unrelated to the Proposed Transaction): (A2) any mergeraction, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any saleproposal, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intendedtransaction, or agreement which could reasonably be expected, expected to result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder Stockholder under this Agreement Agreement, and (3) any action, proposal, transaction, or otherwise agreement that could reasonably be expected to impede, interfere with, delay, postponediscourage, discourage adversely affect, or adversely affect inhibit the timely consummation of the Proposed Transaction. (b) If Shareholder is Merger or the beneficial ownerfulfillment of Parent’s, but not the record holder, Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the SharesCompany (including any amendments to the Company’s Organizational Documents). Any attempt by the Stockholder to vote, Shareholder agrees consent or express dissent with respect to take all actions necessary (or otherwise to cause utilize the record holder and any nominees to vote all of voting power of), the Shares in accordance with contravention of this Section 3(a)3 shall be null and void ab initio.

Agreement to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of Company, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by CenterState, Shareholder shall: (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which Shareholder has, directly or indirectly, the extent not voted by right to vote or direct the persons appointed as proxies pursuant to this Agreementvoting, vote (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including, without limitation, any amendments or modifications of the "Proposed Transaction"terms thereof adopted in accordance with the terms thereof), ; (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction. (b) If transactions contemplated by the Merger Agreement or this Agreement. Shareholder is the beneficial owner, but further agrees not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of Company, to approve or adopt the Shares Merger Agreement unless this Agreement shall have been terminated in accordance with Section 3(a)its terms.

Agreement to Vote Shares. (a) During the Term, Shareholder agrees that at every any meeting of the shareholders of Hxxxxx United, or in connection with any written consent of the Company called, and shareholders of Hxxxxx United at every adjournment or postponement thereofwhich a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of Hxxxxx United, Shareholder shall: (in Shareholder's capacity as suchi) shall appear at the each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, (ii) vote (ior cause to be voted), in person or by proxy, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of the adoption and approval of the Merger Agreement and the Merger; (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iiiy) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation action or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under Hxxxxx United contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (z) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed TransactionMerger or this Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During the Term, at At every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following matters, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, Stockholder shall appear at the meeting or otherwise cause vote the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote and any New Shares: (i) in favor of the adoption and approval of the Merger Agreement (and the "Proposed Transaction"), Merger and any matter necessary for consummation of the Merger; (ii) against the (x) approval or adoption of any proposal made Acquisition Proposal (including, without limitation, any Superior Proposal) (each as defined in opposition to, or in competition with, the Proposed Transaction, and Merger Agreement) (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Ay) any merger, consolidation proposal for any action or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which could result in any of Shareholder the conditions of the Company's obligations under this the Merger Agreement or otherwise not being fulfilled, and (z) any action which could reasonably be expected to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the consummation of the Proposed Transaction. transactions contemplated by the Merger Agreement; and (biii) If Shareholder is the beneficial owner, but not the record holder, in favor of any other matter necessary for consummation of the Sharestransactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders or in such consent, Shareholder agrees and in connection therewith to take all actions execute any documents which are necessary or appropriate in order to cause effectuate the record holder and any nominees foregoing or, at the request of Parent, to permit Parent to vote all of the such Shares in accordance with Section 3(a)and New Shares directly.

Agreement to Vote Shares. Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of RBPI are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of RBPI): (a) During in favor of the TermMerger, the Merger Agreement and any other matter necessary for the consummation of the transactions contemplated by Merger Agreement, at every meeting (or in connection with any action by written consent) of the shareholders of the Company calledRBPI at which such matters are considered, and at every adjournment or postponement thereof, Shareholder thereof or in any other circumstances upon which their vote or other approval is sought; and (in Shareholder's capacity as suchb) shall appear at the meeting against (1) any Superior Proposal or otherwise cause the Shares to be present thereat for purposes any action which is a component of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction")any Superior Proposal, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A2) any mergerAcquisition Proposal, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B3) any saleaction, lease proposal, transaction or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could agreement which would reasonably be expected, expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company RBPI under the Merger Agreement or of Shareholder under this Agreement Agreement, (4) any action, proposal, transaction or otherwise agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction. Merger or the fulfillment of RBPI’s conditions under the Merger Agreement and (b5) If Shareholder is change in any manner the beneficial owner, but not voting rights of any class of shares of RBPI (including any amendments to the record holder, articles of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all incorporation or bylaws of the Shares in accordance with Section 3(aRBPI).

Agreement to Vote Shares. (a) During the Term, at every At any meeting of the shareholders Xxxxx stockholders called with respect to any of the Company calledfollowing, and at every any adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at and with respect to any written consent solicited with respect to any of the meeting or otherwise cause following, the Shares Stockholder agrees to be present thereat for purposes of establishing a quorum and, to vote the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote Shares: (i) in favor of the adoption and approval of the issuance of shares of Xxxxx Common Stock pursuant to the Merger Agreement (and any matter which would, or could reasonably be expected to, facilitate the "Proposed Transaction"), Merger and (ii) against the (A) approval or adoption of any proposal made in opposition to, to or in competition with, the Proposed Transaction, and (iii) against any with consummation of the following Merger and the Reorganization Agreement, (to the extent unrelated to the Proposed Transaction): (AB) any merger, consolidation consolidation, sale of assets, reorganization or business combination recapitalization involving the Company or any of its subsidiaries Xxxxx (other than the Proposed Transaction; (B) any saleMerger and related matters and other transactions specifically permitted by the Reorganization Agreement), lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganizationliquidation, recapitalization, dissolution, liquidation dissolution or winding up of the Company or any of its subsidiaries; or Xxxxx and (D) any other action that is intendedmatter which would, or could reasonably be expectedexpected to, to result in a breach of any covenantprohibit, representation delay or warranty or any other obligation or agreement discourage the Merger (each of the Company under foregoing being referred to as an “Opposing Proposal”). The Stockholder, as the Merger Agreement or holder of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation voting stock of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder Xxxxx agrees to take be present, in person or by proxy, at all actions necessary meetings of stockholders of Xxxxx so that all Shares are counted for the purposes of determining the presence of a quorum at such meetings. This Agreement is intended to cause bind the record holder Stockholder only with respect to the specific matters set forth herein, and any nominees to vote all of shall not prohibit the Shares Stockholder from acting in accordance with Section 3(a)his fiduciary duties as an officer or director of Xxxxx.

Agreement to Vote Shares. (a) During Until the TermExpiration Date, at every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvote, to the extent not voted by the persons person(s) appointed under the Proxy (as proxies pursuant to this Agreementdefined in Section 4 hereof), vote the Shares: (ia) in favor of approval of the Merger and the adoption and approval of the Merger Reorganization Agreement, and in favor of each of the other actions contemplated by the Reorganization Agreement and the Proxy and any action required in furtherance thereof; (the "Proposed Transaction"), (iib) against the approval or adoption of any proposal made in opposition to, or in competition with, consummation of the Proposed Transaction, Merger and the transactions contemplated by the Reorganization Agreement; (iiic) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger or any of the Proposed Transaction.other transactions contemplated by the Reorganization Agreement; and (bd) If Shareholder is the beneficial owner, but not the record holder, in favor of waiving any notice that may have been or may be required relating to any reorganization of the SharesCompany or any subsidiary of the Company, Shareholder agrees any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person. Prior to take all actions necessary to cause the record holder and Expiration Date, the Stockholder shall not enter into any nominees agreement or understanding with any person to vote all or give instructions in any manner inconsistent with the terms of the Shares in accordance with this Section 3(a)3.

Agreement to Vote Shares. (a) During the Term, at At every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Holder irrevocably agrees that it shall vote (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes voted) all the Subject Securities that it beneficially owns on the record date of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, any such vote or action (ia) in favor of the Merger, the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against and the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, terms thereof (with such modifications as the parties thereto may make (except for modifications that would adversely affect such Holder)) and each of the other transactions contemplated by the Merger Agreement and (iiib) against any of the following (or any agreement to enter into or effect any of the following): (i) any Acquisition Proposal or transaction or occurrence which if publicly proposed and offered to the extent unrelated to Company and its stockholders (or any of them) would be the Proposed Transaction): subject of an Acquisition Proposal or (Aii) any mergeramendment of the Company's certificate of incorporation or by-laws or other proposal, consolidation action or business combination transaction involving the Company or any of its subsidiaries Subsidiaries, which amendment or other than the Proposed Transaction; (B) any saleproposal, lease action or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could transaction would reasonably be expected, expected to result in a breach of any covenant, representation prevent or warranty materially impede or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect delay the consummation of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but Merger. Such Holder shall not the record holder, of the Shares, Shareholder agrees commit or agree to take all actions necessary to cause any action inconsistent with the record holder and any nominees to vote all of the Shares in accordance with Section 3(a)foregoing.

Agreement to Vote Shares. (a) During the Term, at every meeting of the shareholders stockholders of the Company called, and at every adjournment or postponement thereof, Shareholder Stockholder (in Shareholder's Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "“Proposed Transaction"”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Shareholder Stockholder is the beneficial owner, but not the record holder, of the Shares, Shareholder Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During the Term, at At every meeting of the shareholders stockholders of Seller called with respect to any of the Company calledfollowing matters, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of the stockholders of Seller with respect to any of the following matters, Stockholder shall appear at the meeting or otherwise cause vote the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote and any New Shares: (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, and the Proposed Transaction, Transaction and (iii) against any matter necessary for consummation of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (Bii) against (x) approval of any Acquisition Proposal (as defined in the Merger Agreement), (y) any sale, lease proposal for any action or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Seller under the Merger Agreement or which could result in any of Shareholder the conditions of Seller's obligations under this the Merger Agreement or otherwise not being fulfilled, and (z) any action which could reasonably be expected to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the consummation of the Proposed Transaction. ; and (biii) If Shareholder is the beneficial owner, but not the record holder, in favor of any other matter necessary for consummation of the SharesProposed Transaction which is considered at any such meeting of stockholders or in such consent, Shareholder agrees and in connection therewith to take all actions execute any documents which are necessary or appropriate in order to cause effectuate the record holder and any nominees foregoing or, at the request of Buyer, to permit Buyer to vote all of the such Shares in accordance with Section 3(a)and New Shares directly.

Agreement to Vote Shares. Prior to the Expiration Date (a) During the Termas defined in Section 7), at every each meeting of shareholders of the Company, or at any adjournment or postponement thereof, or in connection with any written consent of all or any portion of the shareholders of the Company calledCompany, Shareholder shall: (a) appear at each such meeting, in person or by proxy, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the meeting or otherwise thereby cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum and, to quorum; (b) from and after the extent not voted by date hereof until the persons appointed as proxies pursuant to this AgreementExpiration Date, vote (or cause to be voted), in person or by proxy, or deliver an executed written consent (or cause an executed consent to be delivered) with respect to, all the Shares entitled to be voted at any meeting of shareholders of the Company (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder, or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor favour of each of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), Shareholder Approval Matters; (ii) against for any matter reasonably necessary for consummation of the approval or adoption of any proposal made in opposition to, or in competition with, Transaction and the Proposed Transaction, Listing; and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving proposed action by the Company or any other person the result of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could which would be reasonably be expected, expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage with or adversely affect delay the consummation completion of the Proposed Transactiontransactions contemplated by the Business Combination Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. Shareholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (ai) During such date and time as the TermMerger shall become effective in accordance with the terms and provisions of the Merger Agreement (the “Effective Time”) and (ii) termination of this Agreement in accordance with its terms, at every any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company Company, however called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, and vote (ior cause to be voted) the Shares: (A) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger Agreement and any actions required in furtherance thereof; and (B) against approval of (i) any Acquisition Proposal (as defined in the "Proposed Transaction"Merger Agreement), (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Shareholder under this Agreement Agreement, or otherwise (iii) any other matter that could reasonably be expected to impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Merger. Shareholder agrees to take all actions necessary deliver to cause Parent upon request written confirmation, in form and substance reasonably acceptable to Parent, of Shareholder’s vote in favor of the record holder approval and adoption of the Merger Agreement and the approval of the Merger and any nominees to vote all of the Shares actions required in accordance with Section 3(a)furtherance thereof.

Agreement to Vote Shares. (a) During From the Termdate hereof until the Expiration Date, at every meeting of the shareholders stockholders of the Company calledCompany, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company, the Stockholder (in Shareholder's the Stockholder’s capacity as such) shall agrees to (x) appear at the each such meeting or otherwise cause the all such Shares to be counted as present thereat for purposes purpose of establishing determining a quorum quorum, and (y) be present (in person or by proxy) and, unconditionally and irrevocably, vote, or to direct the holder of record on any applicable record date to vote, all Shares to the fullest extent not voted that such Shares are entitled to vote, or act by the persons appointed as proxies pursuant to this Agreement, vote written consent: (i) in favor of the adoption and approval of the Merger Agreement, and in favor of any other matters expressly contemplated by the Merger Agreement (and necessary for the "Proposed Transaction")consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerAcquisition Proposal, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; Merger, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action Contract that is intended, or could would reasonably be expected, expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Stockholder contained in this Agreement or (2) result in any of the conditions set forth in Article VII or Annex I of the Merger Agreement not being satisfied on or before the Termination Date, or (C) replacement of existing directors comprising, or appointment of new directors to, the Company under Board (except as expressly permitted by Xxxxxx); and (iii) against any amendment to the Company’s certificate of incorporation or bylaws or other corporate action, Contract or transaction the consummation of which would, or would reasonably be expected, to impede, hinder, interfere with, prevent, delay or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement or that is intended, or would reasonably be expected, to facilitate an Acquisition Proposal, including (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Merger), and (B) any sale, lease, license or transfer of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation a material amount of assets of the Proposed TransactionCompany or any reorganization, recapitalization, liquidation or winding up of the Company. Until the earlier of (A) the Expiration Date and (B) the acceptance of the Shares for purchase in the Offer, the Stockholder shall retain at all times the right to vote the Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (i) and (ii) above and this clause (iii), that are at any time or from time to time presented for consideration to the Company’s stockholders generally. (b) If Shareholder is The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the beneficial owner, but not the record holder, terms of this Section 4. (c) The Stockholder hereby revokes any and all previous proxies granted with respect to the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders stockholders of the Company called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Shareholder's Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares over which Stockholder has sole voting power to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the "“Proposed Transaction"”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Shareholder Stockholder is the beneficial owner, but not the record holder, of the Shares, Shareholder Stockholder agrees to take all actions necessary use commercially reasonable efforts to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company Founders called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Founders, each Shareholder (in the Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to Section 5 of this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries Founders other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiariesFounders; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiariesFounders; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Notwithstanding any other provision of this Agreement, no Shareholder is the beneficial owner, but not the record holder, will be required to vote in favor of the SharesProposed Transaction (nor will the irrevocable proxy apply) if, and only if, Founders and Heartland amend the Merger Agreement and either (i) such amendment is not approved by the Board of Directors of Founders or a special committee thereof or (ii) such amendment results in the Shareholder agrees to take all actions necessary to cause receiving different treatment or consideration for such Shareholder’s Shares than is received on a per share basis by the record holder and any nominees to vote all of the Shares in accordance with Section 3(a)other Shareholders.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every any meeting of the shareholders holders of the Company Common Stock called, and at every adjournment or postponement thereof, each Shareholder (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the such Shareholder’s Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, and vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries AIM Entity other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiariesAIM Entity; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiariesAIM Entity; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Notwithstanding any other provision of this Agreement, no Shareholder is the beneficial owner, but not the record holder, will be required to vote in favor of the Shares, Shareholder agrees to take all actions necessary to cause Proposed Transaction (nor will the record holder and irrevocable proxy apply) at any nominees to vote all meeting of the Shares holders of Common Stock, if, and only if, AIM and Heartland amend the Merger Agreement in accordance with Section 3(a)any manner that is adverse in any material respect to such Shareholder.

Agreement to Vote Shares. (a) During Each Stockholder agrees that, during the Termperiod from the date of this Agreement through the Expiration Time, at every meeting of the shareholders stockholders of the Company (however called), and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of the stockholders of the Company, he shall appear at vote all of the meeting Shares he beneficially owns, or otherwise shall cause the such Shares to be present thereat for purposes of establishing a quorum andvoted, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption adoption, approval and approval consummation of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby, and in favor of any matter that could reasonably be expected to facilitate the Merger (to the "Proposed Transaction"extent that such Shares have a right to vote thereon), (ii) against the approval any other Acquisition Proposal or adoption of any proposal made in opposition to, or in competition with, the Proposed Alternative Transaction, and (iii) against any of the following (proposal that could reasonably be expected to the extent unrelated to the Proposed Transaction): (A) result in any merger, consolidation or business combination involving change in the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all directors of the assets Company, any change in the present capitalization of the Company or any amendment to the Company's Certificate of its subsidiariesIncorporation or By-laws; (CB) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Agreement; (C) impair in any material respect the ability of the Company to perform its obligations under the Merger Agreement; or of Shareholder under this Agreement (D) otherwise prevent or otherwise impede, interfere with, delay, postpone, discourage or adversely affect materially delay the consummation of the Proposed Transactiontransactions contemplated by the Merger Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Until the TermExpiration Date, at every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of stockholders of the Company with respect to any of the following, Stockholder shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvote, to the extent not voted by the persons appointed as proxies Source pursuant to this Agreementthe irrevocable proxy in Section 3 hereof, the outstanding Shares, any outstanding New Shares (to the extent such New Shares may be voted) and any shares of Company Preferred Stock (to the extent a vote of preferred holders is required): (i) in favor of the adoption and approval of the Merger Agreement (and in favor of each of the "Proposed Transaction"), other actions contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) in favor of the Distribution (as defined in the Merger Agreement); (iii) against the approval or adoption of any proposal made in opposition to, or in competition with, consummation of the Proposed TransactionMerger and the transactions contemplated by the Merger Agreement (including the Distribution), and including, without limitation, any Acquisition Proposal or Superior Proposal (iiias such terms are defined in the Merger Agreement); and (iv) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger or any of the Proposed Transaction. other transactions contemplated by the Merger Agreement (bincluding the Distribution). Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 2. Stockholder hereby grants to Source the right, if the Company fails to provide a notice of a stockholder meeting within five (5) If Shareholder is the beneficial owner, but not the record holder, business days of the Sharesdate that the Registration Statement (as defined in the Merger Agreement) is declared effective, Shareholder agrees to take any and all actions necessary action to cause the record holder and any nominees to vote all either act by written consent or call a special meeting of the Shares stockholders of the Company, on Stockholder's behalf, to take the actions called for in accordance with Section 3(asubsections (i) and (ii).

Agreement to Vote Shares. Shareholder irrevocably and unconditionally agrees that, during the term of this Agreement (a) During the Termas specified in Section 8), Shareholder will, at every any meeting (whether annual or special and including any adjourned meeting) of the shareholders of the Company calledTarget, and (a) appear at every adjournment or postponement thereof, Shareholder such meeting (in Shareholder's capacity as suchperson or by proxy) shall appear at the meeting or otherwise cause all of the Shares to be counted as present thereat at such meeting for purposes of establishing a quorum andquorum, and (b) vote the Shares, or cause any holder of record of the Shares to vote the extent not voted by the persons appointed as proxies pursuant to this AgreementShares, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction")Agreement, (ii) against the in favor of approval or adoption of any proposal made to adjourn such meeting, if necessary to solicit additional proxies (1) to secure the quorum necessary to conduct the business of such meeting or (2) in opposition tofavor of approval of the Merger Agreement, or in competition with, the Proposed Transaction, and (iii) against any of the following Acquisition Proposal, (to the extent unrelated to the Proposed Transaction): (Aiv) against any merger, consolidation action or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could proposal which would reasonably be expected, expected to result in a material breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under Target contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement, and (v) against any action or otherwise impede, interfere with, delay, postpone, discourage proposal that would reasonably be expected to prevent or adversely affect materially impede the consummation of the Proposed Transaction. Merger; provided, however, that, if the manner in which the Shares (bor any portion thereof) If are owned is such that Shareholder is does not have the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary absolute right to cause the record holder and Shares (or any nominees portion thereof) to vote all of be counted as present at any such meeting and/or to be so voted, Shareholder shall use Shareholder’s reasonable best efforts to cause the Shares in accordance with Section 3(a)to be so counted as present and to be so voted.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company CIC called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of CIC, each Shareholder (solely in the Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to Section 5 of this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries CIC other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiariesCIC; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiariesCIC; or (D) any other action that is intended, or could would reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Notwithstanding any other provision of this Agreement, no Shareholder is the beneficial owner, but not the record holder, will be required to vote in favor of the SharesProposed Transaction or in any other manner required pursuant to Section 4(a) (nor will the irrevocable proxy apply) if, and only if, CIC and Heartland amend the Merger Agreement and either (i) such amendment is not approved by the Board of Directors of CIC or a special committee thereof or (ii) such amendment results in the Shareholder agrees to take all actions necessary to cause receiving different treatment or consideration for such Shareholder’s Shares than is received on a per share basis by the record holder and any nominees to vote all other Shareholders for Shares of the Shares in accordance with Section 3(a)same class or series.

Agreement to Vote Shares. (a) During Shareholder agrees that at any meeting of ------------------------ the Termshareholders of the Company, at every meeting or in connection with any written consent of the shareholders of the Company called, and at every adjournment or postponement thereofwhich a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders of the Company, Shareholder shall: (in Shareholder's capacity as suchi) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, (ii) vote (ior cause to be voted), in person or by proxy, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of the adoption and approval of the Merger Agreement and the Merger; (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iiiy) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation action or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (z) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed TransactionMerger or this Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders stockholders of the Company called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in Shareholder's its capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the "“Proposed Transaction"”), ; (ii) against any proposal to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger or the Merger Agreement; (iii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, ; and (iiiiv) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (iii) and (iv), a “Competing Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a”).

Agreement to Vote Shares. (a) During the Term, at At every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Holder irrevocably agrees that it shall appear at vote all the meeting Subject Securities that it beneficially owns on the record date of any such vote or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote action: (i) in favor of the Merger, the adoption and approval of the Merger Agreement and the approval of the terms thereof 3 (with such modifications as the "Proposed Transaction"parties thereto may make (except for modifications that would adversely affect the Holder), ) and each of the other transactions contemplated by the Merger Agreement and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, following actions (other than the Proposed Transaction, Merger and (iii) against any of the following (to transactions contemplated by the extent unrelated to the Proposed TransactionMerger Agreement): (A1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries other than the Proposed TransactionCompany; (B2) any a sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its subsidiariesCompany; or (D3) (a) any change in the majority of the board of directors of the Company; (b) any material amendment of the Company's Certificate of Incorporation; (c) any other action that material change in the Company's corporate structure or business; or (d) any other action; which, in the case of each of the matters referred to in clauses (a), (b), (c) or (d) above, is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage postpone or adversely affect the consummation of the Proposed Transaction. (b) If Shareholder is Merger on the beneficial owner, but not terms set forth in the record holder, Merger Agreement or the consummation of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a)other transactions contemplated there by or by this Agreement.

Agreement to Vote Shares. (a) During 3.1 Until the TermExpiration Date, at every meeting of the shareholders of the Company Company’s stockholders called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the Company’s stockholders with respect to any such meeting, the Stockholder shall vote (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons person(s) appointed as proxies pursuant to this Agreement, vote under the Proxy) the Shares: (ia) in favor of the adoption and approval of the Merger Agreement (as it may be amended from time to time) and any matter that would reasonably be expected to facilitate the "Proposed Transaction"), Merger; and (iib) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (i) the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed TransactionMerger or any other transactions contemplated by the Merger Agreement, (ii) any Alternative Transaction Proposal, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage postpone or adversely affect the consummation Merger or any other transaction contemplated by the Merger Agreement. 3.2 If a meeting of the Proposed Transaction. (b) If Shareholder holders of shares of Company Common Stock is held, the beneficial ownerStockholder shall, but not or shall cause the holder of record holderon any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. Except as set forth in Section 3.1 and the Proxy, nothing in this Agreement shall limit the right of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees Stockholder to vote all in favor of, against or abstain with respect to any matter presented to the Company’s stockholders, including in connection with the election of directors proposed by the Shares Company or Parent or Merger Sub or by a third party not in accordance connection with Section 3(a)an Alternative Transaction Proposal proposed by such third party.

Agreement to Vote Shares. (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "“Proposed Transaction"”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. The Shareholder irrevocably and unconditionally agrees that, during the term of this Agreement as specified in Section 9 below, the Shareholder will vote the Shares, and will cause any holder of record of the Shares to vote the Shares, (a) During in favor of approval of (i) the TermMerger Agreement and the transactions contemplated thereby, at every meeting of the shareholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, Shareholder and (in Shareholder's capacity as suchii) shall appear at any proposal to adjourn or postpone any such meeting of the shareholders of the Company, if necessary to solicit additional proxies (1) to secure the quorum necessary to conduct the business of such meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i2) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, and (the "Proposed Transaction")b) against (i) any Acquisition Proposal, (ii) against the approval or adoption of any proposal made in opposition toaction, proposal, transaction, agreement, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation other matter which would or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, expected to result in a material breach of any representation, warranty, covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Shareholder under this Agreement Agreement, and (iii) any action, proposal, transaction, agreement, or otherwise other matter that would or would reasonably be expected to prevent, materially impede, interfere with, delay, postpone, discourage or adversely affect materially delay the consummation of the Proposed Transaction. Merger, the Second Step Merger, or the Bank Merger; provided, however, that, if the manner in which the Shares (bor any portion thereof) If are owned is such that the Shareholder is does not have the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary right to cause the record holder and any nominees Shares to vote all of be so voted, the Shareholder shall use the Shareholder’s reasonable best efforts to cause the Shares in accordance with Section 3(a)to be so voted.

Agreement to Vote Shares. (a) During Each Stockholder agrees that, during the Termperiod from the date of this Agreement through the Expiration Time, at every meeting of the shareholders stockholders of the Company (however called), and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company, he shall be present (in Shareholder's capacity as suchperson or by proxy) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andthereat and shall vote all of the Shares he beneficially owns, or shall cause such Shares to the extent not voted by the persons appointed as proxies pursuant to this Agreementbe voted, vote (i) in favor of the adoption adoption, approval and approval consummation of the Merger Agreement Agreement, the Merger and the other transactions contemplated thereby, and in favor of any matter that could reasonably be expected to facilitate the Merger (to the "Proposed Transaction"extent that such Shares have a right to vote thereon), (ii) against the approval any other Takeover Proposal or adoption of any proposal made in opposition to, or in competition with, the Proposed TransactionSuperior Proposal, and (iii) against any of proposal (other than the following (Merger Agreement) that could reasonably be expected to the extent unrelated to the Proposed Transaction): (A) result in any merger, consolidation or business combination involving change in the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all directors of the assets Company, any change in the present capitalization of the Company or any amendment to the Company’s Certificate of its subsidiariesIncorporation or By-laws; (CB) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Agreement; (C) impair in any material respect the ability of the Company to perform its obligations under the Merger Agreement; or of Shareholder under this Agreement (D) otherwise prevent or otherwise impede, interfere with, delay, postpone, discourage or adversely affect materially delay the consummation of the Proposed Transactiontransactions contemplated by the Merger Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Until the Termtermination of this Agreement in accordance with the terms hereof, the Shareholder shall, at every any meeting of the shareholders holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the Company calledstockholders of the Company, and at every any postponement or adjournment or postponement thereof, Shareholder (and in Shareholder's capacity as such) shall appear at connection with any written consent of the meeting stockholders of the Company, vote, or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvoted, to the extent not voted by Shareholder Shares and the persons appointed as proxies pursuant to this AgreementProxy Shares, vote (i1) in favor of the Merger and the adoption and of the Merger Agreement, the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (the "Proposed Transaction"), (ii2) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and following actions (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; Merger and the transactions contemplated by the Merger Agreement): (Bi) any sale, lease action which is prohibited by the Merger Agreement or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that which is intended, or could reasonably be expected, to result in a breach of any covenantprevent, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation contemplated economic benefits to Parent or Acquisition Sub of the Proposed TransactionMerger or the transactions contemplated hereby or by the Merger Agreement; or (ii) approval of any Company Acquisition Proposal. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders stockholders of the Company Target called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of Target, each Stockholder (solely in Shareholder's Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares owned by such Stockholder to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the "“Proposed Transaction"”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company Target or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Target or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Target or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Shareholder Stockholder is the beneficial owner, but not the record holder, of the Shares, Shareholder such Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with this Section 3(a)3.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company, Shareholder (in Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons Persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and (A) approval of the Merger Agreement (and the "Proposed Transaction"), and (B) any adjournment or postponement recommended by the Company with respect to any shareholder meeting in connection with the Proposed Transaction; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, ; and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, otherwise to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Until the Termtermination of this Agreement in accordance with the terms hereof, the Shareholder shall, at every any meeting of the holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of the Company, and at any postponement or adjournment thereof, and in connection with any written consent of the shareholders of the Company calledCompany, and at every adjournment vote, or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvoted, to the extent not voted by Shareholder Shares and the persons appointed as proxies pursuant to this AgreementProxy Shares, vote (i1) in favor of the Merger and the adoption and of the Merger Agreement, the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (the "Proposed Transaction"), (ii2) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and following actions (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; Merger and the transactions contemplated by the Merger Agreement): (Bi) any sale, lease action which is prohibited by the Merger Agreement or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that which is intended, or could reasonably be expected, to result in a breach of any covenantprevent, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation contemplated economic benefits to Parent or Acquisition Sub of the Proposed TransactionMerger or the transactions contemplated hereby or by the Merger Agreement; or (ii) approval of any Company Acquisition Proposal. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During the Term, at At every meeting of the shareholders stockholders of Xxxxxxx called with respect to any of the Company calledfollowing, and at every postponement or adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of the stockholders of Xxxxxxx with respect to any of the following, each Holder agrees that it shall appear at vote all of the meeting or otherwise cause Subject Securities that it owns beneficially and of record on the Shares to be present thereat for purposes record date of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote any such vote: (i) in favor of the adoption Merger, the execution and approval delivery of the Merger Agreement (and the "Proposed Transaction"), approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, following actions (other than the Proposed Transaction, Merger and (iii) against any of the following (to transactions contemplated by the extent unrelated to the Proposed TransactionMerger Agreement): (A1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Xxxxxxx or any of its subsidiaries; (C2) a sale, lease or transfer of a material amount of assets of Xxxxxxx or any of its subsidiaries or a reorganization, recapitalization, dissolution, dissolution or liquidation of Xxxxxxx or winding up any of its subsidiaries; (3) (a) any change in the majority of the Company board of directors of Xxxxxxx or any of its subsidiaries; (b) any material change in the present capitalization of Xxxxxxx or any of its subsidiaries or any amendment of the Certificate of Incorporation or similar governing document of Xxxxxxx or any of its subsidiaries; (c) any other material change in the corporate structure or business of Xxxxxxx or any of its subsidiaries; or (Dd) any other action that action, which, in the case of each of the matters referred to in clauses (a), (b), (c) or (d) above, is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation contemplated economic benefits to the Company of the Proposed TransactionMerger or the transactions contemplated by the Merger Agreement or this Agreement. (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company CIC called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of CIC, each Shareholder (solely in the Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to Section 5 of this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries CIC other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiariesCIC; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiariesCIC; or (D) any other action that is intended, or could would reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the ofthe Proposed Transaction (each of(ii) and (iii), a "Competing Transaction"). (b) If Notwithstanding any other provision of this Agreement, no Shareholder is the beneficial owner, but not the record holder, will be required to vote in favor of the SharesProposed Transaction or in any other manner required pursuant to Section 4(a) (nor will the irrevocable proxy apply) if, and only if, CIC and Heartland amend the Merger Agreement and either (i) such amendment is not approved by the Board of Directors of CIC or a special committee thereof or (ii) such amendment results in the Shareholder agrees to take all actions necessary to cause receiving different treatment or consideration for such Shareholder's Shares than is received on a per share basis by the record holder and any nominees to vote all other Shareholders for Shares of the Shares in accordance with Section 3(a)same class or series.

Agreement to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of Wellesley, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by Cambridge, Shareholder shall: (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the extent not voted by right to vote or direct the persons appointed as proxies pursuant to this Agreementvoting, vote (i) in favor of the adoption and approval of the Merger Agreement (and the "Proposed Transaction"), transactions contemplated thereby; (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under Wellesley contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction. transactions contemplated by the Merger Agreement or of this Agreement; provided, however, that, if the manner in which the Shares (bor any portion thereof) If are owned is such that the Shareholder is does not have the beneficial owner, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary right to cause the record holder and any nominees Shares to vote all of be so voted, the Shareholder shall use the Shareholder’s reasonable best efforts to cause the Shares in accordance with Section 3(a)to be so voted.

Agreement to Vote Shares. The Shareholder hereby agrees that at any meeting of the shareholders, optionholders or warrantholders of the Company, however called, for the purpose of approving the Transaction, the Shareholder shall (or cause the holder of record to, if the Shareholder is the beneficial owner but not the holder of record of the Securities): (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets Shares and, if applicable, all of the Company Convertible Securities, in favour of the Transactions contemplated by the Letter Agreement or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up definitive agreement entered into in respect of the Company or Transaction (the “Definitive Agreement”), as the case may be, and any actions required in furtherance of its subsidiaries; or the actions contemplated thereby; (Db) any other action that is intendedvote all of the Shares and, or could reasonably be expectedif applicable, all of the Convertible Securities, to oppose any action or agreement that would result in a breach of any covenantrepresentation, representation warranty, covenant or warranty or any other obligation or agreement of the Company under the Merger Letter Agreement or of Shareholder under this Agreement or otherwise impedeDefinitive Agreement, interfere withas the case may be, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction.if such breach requires shareholder approval; and (bc) If Shareholder is except in the beneficial ownercase of a “Superior Proposal” as defined in the Letter Agreement, but not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance and, if applicable, all of the Convertible Securities, to oppose any proposed action by the Company or any other party the result of which could impede, interfere with Section 3(a)or delay Paramount from completing the Transactions.

Agreement to Vote Shares. Each Equityholder hereby agrees as follows: (a) During Until the Termtermination of this Agreement in accordance with Section 7, at every meeting of the shareholders members or stockholders of the Company any Glass Party called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the members or stockholders of any Glass Party, such Equityholder (in Shareholder's such Equityholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this AgreementProxyholders, vote (i) in favor of the adoption and approval of the Merger Agreement (and the "Proposed Transaction")approval of the Transactions, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed TransactionTransactions, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation Glass Acquisition Proposal or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company any Glass Party under the Merger Agreement or of Shareholder such Equityholder under this Agreement any Transaction Document to which such Equityholder is or will be a party or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transactions (each of (ii) and (iii), a “Competing Transaction”). (b) If Shareholder such Equityholder is the beneficial ownerBeneficial Owner, but not the record holder, of the Shares, Shareholder such Equityholder agrees to take all actions necessary use commercially reasonable efforts to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a). (c) Such Equityholder shall use its reasonable best efforts to cause the equity holders of each Glass Party to adopt the Merger Agreement and approve the Transactions, and to cause the consummation of the Transactions.

Agreement to Vote Shares. (a) During Until the TermExpiration Date, at every meeting of the shareholders stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvote, to the extent not voted by the persons Person(s) appointed as proxies pursuant to this Agreementunder the Proxy, vote the Shares: (ia) in favor of adoption of the adoption Merger Agreement and approval of the Merger Agreement and the transactions contemplated thereby and any action required in furtherance thereof; (b) in favor of any matter that could reasonably be expected to facilitate the "Proposed Transaction")Merger, including waiving any notice that may be required related to Merger; (iic) against the approval or adoption of any proposal made in opposition to, or in competition with, consummation of the Proposed TransactionMerger and the transactions contemplated by the Merger Agreement, and including any proposal for the acquisition or purchase of the Company’s assets or capital stock by any Person (iiiother than Parent); (d) against any other matter that could reasonably be expected to facilitate any acquisition or purchase of the following Company’s assets or capital stock by any Person (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed TransactionParent); and (Be) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) against any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger or any of the Proposed Transaction. (b) If Shareholder is other transactions contemplated by the beneficial ownerMerger Agreement. Prior to the Expiration Date, but the Stockholder shall not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and enter into any nominees agreement or understanding with any Person to vote all or give instructions in any manner inconsistent with the terms of the Shares in accordance with this Section 3(a)3.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company Target called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Target, each Shareholder (solely in Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares owned by such Shareholder to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the "“Proposed Transaction"”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company Target or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company Target or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Target or any of its subsidiaries; or (D) any other action that is intended, or could would reasonably be expected, expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Shareholder is the beneficial owner, but not the record holder, of the Shares, such Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with this Section 3(a)3.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders of the Company BVBC called, and at every adjournment or postponement thereof, and on every action or adoption by written consent of the shareholders of BVBC, each Shareholder (solely in the Shareholder's ’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to Section 5 of this Agreement, vote (i) in favor of the adoption and approval of the Merger Agreement (the "Proposed Transaction"), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries BVBC other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiariesBVBC; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiariesBVBC; or (D) any other action that is intended, or could reasonably be expectedexpected to, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Notwithstanding any other provision of this Agreement, no Shareholder is the beneficial owner, but not the record holder, will be required to vote in favor of the SharesProposed Transaction (nor will the irrevocable proxy apply) if, and only if, BVBC and Heartland amend the Merger Agreement during the term of this Agreement and either (i) such amendment is not approved by the Board of Directors of BVBC or a special committee thereof or (ii) such amendment results in the Shareholder agrees to take all actions necessary to cause receiving different treatment or consideration for such Shareholder’s Shares than is received on a per share basis by the record holder and any nominees to vote all of the Shares in accordance with Section 3(a)other Shareholders.

Agreement to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of PB, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by NCC, Shareholder shall: (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which Shareholder has, directly or indirectly, the extent not voted by right to vote or direct the persons appointed as proxies pursuant to this Agreement, vote voting (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including, without limitation, any amendments or modifications of the "Proposed Transaction"terms thereof adopted in accordance with the terms thereof), ; (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under PB contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction. (b) If transactions contemplated by the Merger Agreement or this Agreement. Shareholder is the beneficial owner, but further agrees not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of PB, to approve or adopt the Shares Merger Agreement unless this Agreement shall have been terminated in accordance with Section 3(a)its terms.

Agreement to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of FFHI, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by NCC, Shareholder shall: (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which Shareholder has, directly or indirectly, the extent not voted by right to vote or direct the persons appointed as proxies pursuant to this Agreement, vote voting (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including, without limitation, any amendments or modifications of the "Proposed Transaction"terms thereof adopted in accordance with the terms thereof), ; (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under FFHI contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction. (b) If transactions contemplated by the Merger Agreement or this Agreement. Shareholder is the beneficial owner, but further agrees not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of FFHI, to approve or adopt the Shares Merger Agreement unless this Agreement shall have been terminated in accordance with Section 3(a)its terms.

Agreement to Vote Shares. (a) During Prior to the TermExpiration Date, at every meeting of the shareholders stockholders of the Company called, and at every adjournment or postponement thereof, Shareholder and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Shareholder's Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons Persons appointed as proxies pursuant to this Agreement, vote (i) in favor of the adoption and (A) approval of the Merger Agreement (the "Proposed Transaction"), and (B) any adjournment or postponement recommended by the Company with respect to any stockholder meeting in connection with the Proposed Transaction, and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action that is intended, or could reasonably be expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction. (b) If Shareholder Stockholder is the beneficial owner, but not the record holder, of the Shares, Shareholder Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3(a).

Agreement to Vote Shares. Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of PCB, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by NCC, Shareholder shall: (a) During the Term, at every meeting of the shareholders of the Company called, and at every adjournment or postponement thereof, Shareholder (in Shareholder's capacity as such) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which Shareholder has, directly or indirectly, the extent not voted by right to vote or direct the persons appointed as proxies pursuant to this Agreement, vote voting (i) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including, without limitation, any amendments or modifications of the "Proposed Transaction"terms thereof adopted in accordance with the terms thereof), ; (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected, to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under PCB contained in the Merger Agreement or of Shareholder under contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction. (b) If transactions contemplated by the Merger Agreement or this Agreement. Shareholder is the beneficial owner, but further agrees not the record holder, of the Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of PCB, to approve or adopt the Shares Merger Agreement unless this Agreement shall have been terminated in accordance with Section 3(a)its terms.