Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNF, 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 FBMS, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFMBI, 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 FBMSPHC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF MBI contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFMBI, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, except as set forth in Section 11 of this Agreement, while this Agreement is in effect, at any meeting of shareholders of SSNFBFTL, 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 FBMSFXNC, Shareholder shall: (a1) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; andand 1 If shares held jointly with another person, it will need to be co-signed by joint owner. (b2) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF BFTL contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFBFTL, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSBuyer, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) in favor of any proposal relating to an advisory vote on executive compensation, as may be required under Rule 14a-21(c) under the Exchange Act; (iv) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ivv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder hereby covenants and agrees that, while during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (THE "EFFECTIVE TIME") and (ii) termination of this Agreement is in effectaccordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders the stockholders of SSNFCompany, however called, or at in connection with any adjournment thereofwritten consent of the stockholders of Company, 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 FBMS, Shareholder shall: (a) Stockholder will appear at each such the meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) quorum and vote or consent (or cause to be voted), in person voted or by proxy, all consented) the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, Shares: (i1) in favor of the approval and adoption of the Merger Agreement in the form entered into on the date hereof and the approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved other actions contemplated by the board of directors of SSNF Merger Agreement and adopted any actions required in accordance with the terms furtherance thereof); ; (ii2) in favor against approval of any proposal made in opposition to adjourn or postpone such meetingin competition with the consummation of the Merger, if necessaryincluding, to solicit additional proxies to approve without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement; (iii) against or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in Company under the Merger Agreement or of Shareholder contained in Stockholder under this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder Stockholder further agrees not to vote enter into any agreement or execute understanding with any written consent to rescind person the effect of which would be inconsistent with or amend violative of any provision contained in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsSection 1.2.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCenterState, 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 FBMSNCC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the CenterState Share Issuance and any other matters required to be approved by the CenterState shareholders to permit consummation of the Merger and the transactions contemplated by the Merger Agreement (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger AgreementCenterState Share Issuance; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF CenterState contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could is reasonably be expectedexpected by the Shareholder, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCenterState, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSBuyer, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSPurchaser, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSBuyer, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or of this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder hereby covenants and ------------------------ agrees that, while during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (the "Effective Time") and (ii) termination of this Agreement is in effectaccordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of shareholders the stockholders of SSNFCompany, however called, or at in connection with any adjournment thereofwritten consent of the stockholders of Company, 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 FBMS, Shareholder shall: (a) Stockholder will appear at each such the meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) quorum and vote or consent (or cause to be voted), in person voted or by proxy, all consented) the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, Shares: (i1) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved other actions contemplated by the board of directors of SSNF Merger Agreement and adopted any actions required in accordance with the terms furtherance thereof); ; (ii2) in favor against approval of any proposal made in opposition to adjourn or postpone such meetingin competition with the consummation of the Merger, if necessaryincluding, to solicit additional proxies to approve without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement; (iii) against or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in Company under the Merger Agreement or of Shareholder contained in the Stockholder under this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder Stockholder further agrees not to vote enter into any agreement or execute understanding with any written consent to rescind person the effect of which would be inconsistent with or amend violative of any provision contained in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsSection 1.2.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder agrees that, while this Agreement is in effect, at any meeting of shareholders stockholders of SSNFNCC, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder Stockholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSCenterState, Shareholder Stockholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder Stockholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF NCC contained in the Merger Agreement or of Shareholder Stockholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could is reasonably be expectedexpected by the Stockholder, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder stockholder of SSNFNCC, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, except as set forth in Section 10 of this Agreement, while this Agreement is in effect, at any meeting of shareholders of SSNFTouchstone, 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 FBMSFXNC, Shareholder shall: (a1) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b2) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Touchstone contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFTouchstone, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approvalapproval relating to the Merger, except as otherwise agreed to in writing in advance by FBMSBuyer, Shareholder shall: (a) appear at each such meeting in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the votingShares, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereofthereof and hereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) in favor of any proposal relating to an advisory vote on executive compensation, as may be required under Rule 14a-21(c) under the Exchange Act; (iv) against any action or agreement that would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ivv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFPCB, 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 FBMSBFC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF PCB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF PCB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFPCB, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNF, however called, the PEB Shareholder Meeting 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 FBMSBayCom, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF PEB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF PEB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFPEB, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. ShareholderSubject to the terms and conditions of this Agreement, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, that at any meeting of the shareholders of SSNF, however called, or at any adjournment thereofParent, or in connection with any other circumstances in which Shareholder is entitled to vote, written consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSof the shareholders of Parent, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) unless the Merger Agreement has been terminated in accordance with its terms prior to receipt of the Parent Shareholder Approval, vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (ix) in favor of adoption and approval of the Merger, the Merger Agreement and the transactions contemplated thereby; and (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iiiy) against any action or agreement that is not recommended by the Parent Board and would reasonably be expected to: (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Parent contained in the Merger Agreement or Agreement, (B) result in any conditions to the consummation of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intendedunder the Merger Agreement not being fulfilled, or could reasonably be expected, to (C) impede, frustrate, interfere or be inconsistent with, delay, postpone, discourage postpone or materially and adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, The Shareholder hereby covenants and agrees that, while that during the period commencing on the date hereof and continuing until this Agreement is in effectterminates pursuant to Section 4 hereof, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of SSNFSajan, however called, or at any adjournment thereof, or and in any other circumstances in which action by written consent of the shareholders of Sajan, the Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: (a) shall appear at each such the meeting in person or by proxy or otherwise cause the any and all Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) quorum and vote (or cause to be voted), in person or by proxygive his, her or its consent with respect to, any and all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, Shares: (i) in favor of adoption and approval of the Merger, the Merger Agreement (including any amendments or modifications and each of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement; and (ii) against any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any Acquisition Proposal (other than the Merger); (B) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Sajan; or (C) any amendment of Sajan’s Articles of Incorporation or Bylaws or any other proposal or transaction involving Sajan, the purpose of which amendment or other proposal or transaction is to delay, prevent or nullify the Merger or the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any capital stock of Sajan. The Shareholder further agrees not to enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2. Any vote or execute any written consent (or withholding of consent) by the Shareholder that is not in accordance with this Section 1.2 shall be considered null and void, and the provisions of Section 1.3 shall be deemed to rescind or amend take immediate effect. Notwithstanding anything to the contrary contained herein, nothing in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated be construed to limit or restrict the Shareholder from acting in accordance with its termshis or her capacity as a member of the Company Board or voting in the Shareholder’s sole discretion on any matter other than those matters referred to in the first sentence of this Section 1.2.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNFSCB, agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFSCB, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent consent, or give any other approvalapproval in his, her or its capacity as a shareholder of SCB, except as otherwise agreed to in writing in advance by FBMSSMBK, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) shall vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF SCB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of SSNF SCB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could would reasonably be expectedexpected to prevent, to impede, interfere or be inconsistent with, delay, postpone, discourage materially impede or materially and adversely affect delay consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner adverse to SMBK any prior vote or written consent, as a shareholder of SSNFSCB, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any every meeting of shareholders of SSNFCompany, however called, or at any adjournment or postponement 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 FBMSBuyer, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 discourage, materially and adversely affect or inhibit the timely consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder During the period commencing on the date of SSNF, agrees that, while this Agreement is in effectand terminating on the third (3rd) anniversary of the closing of the Contribution (the “Voting Period”), at any every meeting of shareholders the stockholders of SSNFthe REIT or the partners of the OP called with respect to any of the matters described below, however called, and on every action or at any adjournment thereof, approval by written consent of the stockholders of the REIT or the partners of the OP or in any other circumstances circumstance in which Shareholder is entitled to the vote, consent or give any other approvalapproval of the stockholders of the REIT or the partners of the OP, except in their capacity as otherwise agreed to in writing in advance by FBMSthe Holders or partners, Shareholder shall: (a) is sought, each Holder shall appear at each such the meeting in person or by proxy or otherwise cause the any and all Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) quorum and agrees to vote (or cause to be voted)) any and all Shares or give consent with respect thereto, or cause consent to be given with respect thereto, as follows: with respect to (a) any tender offer or exchange offer, any merger, acquisition transaction or other business combination involving the REIT or the OP or any of their subsidiaries or Affiliates or any of their respective assets or properties, in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved manner recommended by the board of directors of SSNF and adopted the REIT (the “Board”), including with respect to any recommendation made by the Board of the REIT, acting as general partner of the OP, with respect to any vote by partners of the OP or (b) in accordance with the terms thereof); (ii) election of directors of the REIT, in favor of nominees recommended by the Board. During the Voting Period, each Holder agrees that such Holder will not (A) grant any proposal proxy, power-of-attorney or other authorization, other than the Proxy, as described below, in or with respect to adjourn any Shares, or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against take any other action or agreement that would result in a breach any way restrict, limit or interfere with the performance of the Holder’s obligations hereunder, or (B) directly or indirectly, solicit, initiate, seek, encourage or support or take any other action the effect of which would be inconsistent with or violative of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in the Merger Agreement or of Shareholder provision contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in Section 2.1. The undersigned Holders may vote the Merger Agreement) or any Shares on all 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsmatters.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNF, 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 FBMS, Shareholder shall: (a) appear At every meeting of the shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Company, each Shareholder (in such meeting in person Shareholder’s capacity as such) agrees to, unconditionally and irrevocably, to the extent not voted by the Person(s) appointed under the Proxy Statement, or by proxy or otherwise to cause the holder of record on any applicable record date to, vote all Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or that are then-owned by proxy, all the Shares as to which the such Shareholder has, directly or indirectly, the right and entitled to vote or direct the voting, act by written consent: (i) in favor of adoption and the approval of the Merger Agreement (including Agreement, and in favor of any amendments other matters presented or modifications proposed as to approval of the terms Merger or any part or aspect thereof approved or any other transactions contemplated by the board of directors of SSNF and adopted in accordance with the terms thereof); Merger Agreement; (ii) in favor of the approval of any proposal to adjourn or postpone such meetingthe meeting to a later date, if necessary, to solicit additional proxies to approve there are not sufficient votes for the adoption of the Merger Agreement; Agreement on the date on which such meeting is held; (iii) against any action or agreement that would result in a breach approval of any covenantproposal made in opposition to, representation in competition with, or warranty or any other obligation or agreement of SSNF contained in inconsistent with, the Merger Agreement or of Shareholder contained in this the Merger or any other transactions contemplated by the Merger Agreement, other than upon a Company Board Recommendation Change; and and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or favor of any other action, agreement matter necessary or transaction that is intended, or could reasonably be expected, appropriate to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the transactions contemplated by the Merger Agreement. , including the Merger. (b) Any vote required to be cast pursuant to this Section 3 shall be cast by the Shareholder further agrees not or at the direction of the Shareholder, as applicable, in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining whether a quorum is present. (c) Except as provided herein, no Shareholder shall (i) enter into any agreement or understanding with any Person to vote or execute any written consent to rescind or amend give instructions in any manner inconsistent with the terms of this Section 3, (ii) grant at any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless time while this Agreement shall remains in effect, a proxy, consent or power of attorney with respect to the Shares inconsistent with the terms of this Section 3 or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have been terminated in accordance with the effect of preventing or disabling such Shareholder from performing any of its termsobligations under this Agreement.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any At every meeting of the shareholders of SSNF, however the Company called, and at every postponement or at any adjournment thereof, and on every action or approval by written resolution or consent of the shareholders of the Company, or in any other circumstances circumstance in which Shareholder is entitled to the vote, consent or give any other approvalapproval of the shareholders of the Company is sought (each, except as otherwise agreed to in writing in advance by FBMSa “Voting Event”), until the Expiration Date, Shareholder shall: (asolely in its, his or her capacity as such) appear at each such meeting in person shall vote, or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, : (i) in favor of adoption and the approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of all the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute ; and (ii) against any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt Company Acquisition Proposal (other than the Merger Agreement unless or the transactions contemplated thereby, including the Merger). Except as contemplated by this Agreement Agreement, Shareholder has not (a) entered into (except with respect to the S1 Voting Agreement, which shall have been validly terminated prior to or simultaneously with the execution and delivery of this Agreement), and shall not enter into at any time while this Agreement remains in accordance effect, any voting agreement or voting trust with respect to the Shares that would prohibit, undermine, limit or otherwise adversely affect its compliance with its termsobligations pursuant to this Agreement, or (b) granted (except with respect to the S1 Voting Agreement, which shall have been validly terminated prior to or simultaneously with the execution and delivery of this Agreement), and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to the Shares, in either case, which is inconsistent with its obligations pursuant to this Agreement.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder agrees that, while this Agreement is in effect, at any meeting of shareholders stockholders of SSNFCompany, however called, or at any adjournment thereofof such a stockholders’ meeting, or in any other circumstances in which Shareholder Stockholder is entitled to vote, consent consent, or give any other approval, except as otherwise agreed to in writing in advance by FBMSXxxxx, Shareholder Stockholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions it contemplates (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofMerger Agreement); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder Stockholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder stockholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFHTB, 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 FBMSBFC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF HTB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF HTB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFHTB, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder agrees that, while this Agreement is in effect, at any meeting of shareholders stockholders of SSNFCompany, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder Stockholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSBuyer, Shareholder Stockholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder Stockholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or of this Agreement. Shareholder Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder stockholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFBuyer, 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 FBMSCompany, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the votingShares, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Buyer and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Buyer contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFBuyer, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNFPFG, agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFPFG, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent consent, or give any other approvalapproval in his, her or its capacity as a shareholder of PFG, except as otherwise agreed to in writing in advance by FBMSSMBK, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) shall vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF PFG and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of SSNF PFG contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement agreement, or transaction that is intendedwould reasonably be expected to prevent, materially impede, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect delay consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner adverse to SMBK any prior vote or written consent, as a shareholder of SSNFPFG, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFHBC, 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 FBMSCenterState, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the sole or shared right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF HBC contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFHBC, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms. (c) Except as set forth in subparagraph (a) and (b) of this Section 1, nothing contained herein shall limit the right of the Shareholder to vote in favor of, against, or to abstain on any matter submitted to the shareholders of HBC at any meeting or shareholders or written action in lieu thereof.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFBFC, 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 FBMSDBI, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF BFC and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; and (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF BFC contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFBFC, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Each Principal Stockholder hereby severally covenants and agrees that, while during the period commencing on the date of this Agreement is in effectand continuing until the earlier of (x) the termination of the Merger Agreement and (y) the Effective Time (such period, the “Voting Period”), at any meeting of shareholders the holders of SSNFUSR Common Stock, however called, or and at any adjournment thereof, or and in connection with any other circumstances in which Shareholder is entitled to written consent, vote, consent or approval of the holders of any USR Common Stock, sought with respect to the Merger Agreement and the transactions contemplated thereby, such Principal Stockholder shall vote or give any other approval, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes written consent of calculating a quorum; and (b) vote (or cause to be votedvoted or written consent to be given), to the extent not voted by S&W pursuant to the irrevocable proxy in person or by proxySection 2 hereof, all the of his, her, or its Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (ia) in favor of the Mergers and the adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with Agreement, the terms thereof), the transactions contemplated thereby, and any actions required in furtherance thereof; (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iiib) against any action action, transaction, or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation covenant or agreement of SSNF contained in USR under the Merger Agreement or of Shareholder contained in this Agreement; and (ivc) against any Acquisition Proposal (as defined in other than the Merger Agreement) or Mergers and against any other action, agreement proposed action or transaction that is intended, or could reasonably be expected, expected to impede, interfere or be inconsistent withfrustrate, delaynullify, postponeprevent, discourage or materially and adversely affect delay consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote Mergers or execute any written consent to rescind or amend is otherwise in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless material respect inconsistent therewith. Each Principal Stockholder by this Agreement agrees that such Principal Stockholder shall have been terminated not enter into any voting or other agreement or understanding with any person the effect of which would be to violate the provisions, covenants, and agreements contained in accordance with its termsthis Section 1.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFStonegate, 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 FBMSPurchaser, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder (other than those Shares held indirectly by a spouse) or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof which are approved by the board of directors of SSNF Stonegate and adopted in accordance with the terms thereofthereof unless the effect of such amendment or modification is to reduce the Purchase Price); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Stonegate contained in the Merger Agreement or of Shareholder contained in this Agreement; (iii) against any Acquisition Proposal; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. The Shares do not include shares over which the Shareholder further agrees exercises control in a fiduciary capacity for any other person or entity that is not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consentan Affiliate of the Shareholder, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance and no representation by Shareholder is made with its termsrespect thereto.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Stockholder agrees that, while this Agreement is in effect, at any meeting of shareholders stockholders of SSNFCompany, however called, or at any adjournment thereofof such a stockholders’ meeting, or in any other circumstances in which Shareholder Stockholder is entitled to vote, consent consent, or give any other approval, except as otherwise agreed to in writing in advance by FBMSBuyer, Shareholder Stockholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions it contemplates (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofMerger Agreement); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder Stockholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder Stockholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder stockholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSPurchaser, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereofthereof unless the effect of the amendment is to reduce the Purchase Price); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCenterState, 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 FBMSFirst Southern, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption the issuance of Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement (including any amendments or modifications of “the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofStock Issuance”); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF CenterState contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the Merger, the Stock Issuance or the other transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCenterState, to approve or adopt the Merger Agreement Stock Issuance unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFSWBS, 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 FBMS, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF SWBS and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF SWBS contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFSWBS, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any At every meeting of the shareholders of SSNF, however the Company called, and at every postponement or at any adjournment thereof, and on every action or approval by written resolution or consent of the shareholders of the Company, or in any other circumstances circumstance in which Shareholder is entitled to the vote, consent or give any other approvalapproval of the shareholders of the Company is sought (each, except a “Voting Event”), until the Expiration Date, the Shareholder (solely in its capacity as otherwise agreed to in writing in advance by FBMS, Shareholder shall: such) shall be present (a) appear at each such meeting in person or by proxy proxy) or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) present, and vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, its Shares: (i) in favor of adoption and the approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved Merger and all the transactions contemplated by the board of directors of SSNF and adopted in accordance with Merger Agreement, including the terms thereof)Ancillary Agreements thereto; (ii) in favor of against (1) any proposal to adjourn Acquisition Proposal or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; Acquisition Transaction (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in than the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreementtransactions contemplated thereby, including the Merger) or any other action, proposal, agreement or transaction made in opposition to or competition with the Merger or the Merger Agreement or any document ancillary thereto, and (2) any other action, proposal, agreement or transaction that is intended, or could would reasonably be expected, or the effect of which would reasonably be expected to prevent, nullify, materially impede, interfere or be inconsistent with, frustrate, delay, postpone, discourage or materially and adversely affect the timely consummation of Merger or the other transactions contemplated by the Merger Agreement including the Ancillary Agreement thereto or the performance by the Shareholder of its obligations under this Agreement, in each case unless such Shares have already been voted pursuant to the Proxy (as defined below). Any such vote shall be cast (or consent shall be given) by the Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Except as contemplated by this Agreement, the Shareholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to its termsShares that would prohibit, undermine, limit or otherwise adversely affect its compliance with its obligations pursuant to this Agreement, and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to its Shares, in either case, which is inconsistent with its obligations pursuant to this Agreement.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFEBI, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approvalapproval as a shareholder of EBI, except as otherwise agreed to in writing in advance by FBMSMackinac, and subject to Section 9 of this Agreement, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Stock Purchase Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF EBI contained in the Merger Stock Purchase Agreement or of Shareholder contained in this Agreement; and (iviii) against any “Acquisition Proposal Proposal” (as defined in the Merger Agreementsuch term is hereinafter defined) or 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 consummation of the transactions contemplated by the Merger Stock Purchase Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFEBI, or to approve or adopt rescind the Merger Stock Purchase Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, however called, or at any adjournment thereofof shareholders’ meeting, or in any other circumstances in which Shareholder is entitled to vote, consent consent, or give any other approval, except as otherwise agreed to in writing in advance by FBMSBuyer, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions it contemplates (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofMerger Agreement); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFHEOP, however called, or at any adjournment or postponement 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 FBMSCompany, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the votingShares, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof)transactions contemplated thereby; (ii) in favor of approval of any proposal other matter that is required by Law or a Governmental Authority to adjourn or postpone such meeting, if necessary, be approved by the shareholders of HEOP to solicit additional proxies to approve facilitate the transactions contemplated by the Merger Agreement, including the Merger; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF HEOP contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 impair and adversely affect consummation of the transactions contemplated by the Merger Agreement or of this Agreement or the performance by Shareholder of its obligations under this Agreement. Nothing contained in this Agreement shall be deemed to vest in Company or any other Person any direct or indirect ownership or incidence of ownership. SECTION 2. No Transfers. (a) While this Agreement is in effect and except as otherwise required by applicable Law, regulation or Governmental Authority or contemplated by the Merger Agreement or this Agreement, Shareholder further agrees not shall not, directly or indirectly, (i) sell, transfer, pledge, assign, make any short sale, distribute by gift or donation, or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to vote the sale, transfer, pledge, assignment or execute other disposition of, any written consent of the Shares (or any securities convertible into or exercisable for Shares) or any interest therein, whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means (each of the foregoing actions in this clause (i), a “Transfer”), (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could reasonably be expected to rescind violate or amend conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any manner material respect, Shareholder’s power, authority and ability to comply with and perform its covenants and obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 2 shall prohibit a Transfer of Shares by Shareholder to any prior vote partner or written consentaffiliate of Shareholder; provided that any such Transfer shall be permitted only if, as a shareholder precondition to such Transfer, the transferee of SSNF, such Shares agrees with Company in writing to approve or adopt be bound by the Merger Agreement unless terms and conditions of this Agreement with respect to such Shares. Any transfer or other disposition in violation of the terms of this Section 2 shall have been terminated be null and void. If any involuntary transfer of any of the Shares shall occur (including a sale by Shareholder’s trustee in accordance any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until a valid termination of this Agreement. (b) Shareholder hereby agrees that Shareholder shall not deposit any Shares in a voting trust, grant any proxy or power of attorney, or enter into any voting agreement or similar agreement or arrangement with its termsrespect to any of the Shares.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, however called, or at any adjournment thereofadjournment(s) or postponement(s) of such a shareholders’ meeting, or in any other circumstances in which Shareholder is entitled to vote, consent consent, or give any other approval, except as otherwise agreed to in writing in advance by FBMSXxxxx, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions it contemplates (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofMerger Agreement); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Company Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless Agreement. Prior to the termination of this Agreement Agreement, the obligations of Shareholder specified in this Section 1 shall have been terminated in accordance with its termsapply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Company Adverse Recommendation Change.

Agreement to Vote Shares. Shareholder(a) Stockholder hereby agrees to appear, solely in his, her or its capacity as cause the holder of record on any applicable record date to appear for the purpose of obtaining a shareholder of SSNF, agrees that, while this Agreement is in effect, quorum at any annual or special meeting of shareholders stockholders of SSNF, however called, or the Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the stockholders of the Company, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder (in any other circumstances in which Shareholder is entitled to his or her capacity as such) shall vote, consent or give any other approval, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes voted, in favor of calculating a quorum; andapproval and adoption of the Merger Agreement and the approval of the Merger and in favor of each other action contemplated by the Merger Agreement and any action required in furtherance hereof or thereof. (b) vote (At every meeting of the stockholders of the Company, and at every adjournment thereof and on every action or approval by written consent of the stockholders of the Company, Stockholder shall vote, or cause the Shares to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, against (i) any dissolution, liquidation or winding up of or by the Company or (ii) any amendment of the Certificate of Incorporation or by-laws of the Company or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in favor of adoption and approval any manner impede, frustrate, prevent or nullify any material provision of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meetingAgreement, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in transaction contemplated by the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend change in any manner the voting rights of any prior vote class of the Company's common capital stock (such matters specified in clauses (i) and (ii), together with the matters specified in the second sentence of clause (a), the "Designated Matters"). Stockholder shall not commit or written consent, as a shareholder of SSNF, agree to approve or adopt take any action inconsistent with the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsforegoing.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNF, however called, the BayCom Shareholder Meeting 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 FBMSPEB, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF BayCom and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) in favor of approving the issuance of shares of BayCom Common Stock in connection with the Merger; (iv) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF BayCom contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ivv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFBayCom, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. ShareholderSubject to the terms and conditions of this Agreement, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, that at any meeting of the shareholders of SSNF, however called, or at any adjournment thereofARB, or in connection with any other circumstances in which Shareholder is entitled to vote, written consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSof the shareholders of ARB, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) unless the ARB Board has terminated the Merger Agreement in accordance with its terms, vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (ix) in favor of adoption and approval of the Merger, the Merger Agreement (including any amendments or modifications of and the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof)transactions contemplated thereby; (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iiiy) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF ARB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ivz) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated Merger or the performance by the Merger Shareholder of his, her or its obligations under this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effectUntil the Expiration Time, at any every meeting of shareholders the stockholders of SSNFBeta, however called, with respect to any of the following, and at every adjournment or at any adjournment postponement thereof, and on every action or in approval by written consent of the stockholders of Beta with respect to any other circumstances in which Shareholder is entitled to voteof the following, consent or give any other approval, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: (a) each Holder shall appear at each such meeting (in person or by proxy proxy) or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) quorum and shall vote (or cause to be voted), in person ) or by proxy, deliver a written consent (or cause a written consent to be delivered) covering all of the Shares as that such Holder shall be entitled to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, so vote: (i) in favor of adoption the Beta Share Issuance, the Amended and approval of Restated Beta Charter and the Merger Agreement (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof)Beta Series A COD Amendment; (ii) in favor of any proposal to adjourn or postpone such meetingthe meeting of the stockholders of Beta to a later date, if necessary, to solicit additional proxies to approve there are not sufficient votes for adoption and approval of the Merger Agreement; (iii) against any action action, proposal, or agreement that would (or would reasonably be expected to) result in a breach any of any covenant, representation or warranty the conditions to Beta’s or any other obligation or agreement of SSNF contained in its Subsidiaries’ obligations under the Merger Agreement or of Shareholder contained in this Agreementnot being fulfilled; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any agreement, transaction, or other action, agreement or transaction matter that is intendedintended to, or could would (or would reasonably be expectedexpected to), to impede, impair, interfere or be inconsistent with, delay, postpone, discourage discourage, or materially and otherwise adversely affect the consummation of the Mergers, the Beta Share Issuance or any of the other transactions contemplated by the Merger AgreementAgreement ((i) through (iv), the “Covered Proposals”). Shareholder further agrees not No Holder shall take or commit or agree to vote or execute take any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt action inconsistent with the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsforegoing.

Agreement to Vote Shares. ShareholderPrior to the Expiration, solely in his, her or its capacity Shareholder covenants ------------------------ and agrees as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any follows: (a) At each meeting of the shareholders of SSNFCompany called to vote upon the Merger, however calledthe Reorganization Agreement or any of the transactions contemplated by the Reorganization Agreement, or at any adjournment thereof, or in any other circumstances in upon which Shareholder is entitled to a vote, consent or give other approval (including by written consent) with respect to the Merger, the Reorganization Agreement or any other approvalof the transactions contemplated by the Reorganization Agreement, except as otherwise agreed to in writing in advance by FBMSis sought, such Shareholder shall: (a) appear at each such meeting in person or , including by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating executing a quorum; and (b) shareholder's written consent if requested by Parent, vote (or cause to be voted), in person ) such Shareholder's Shares or by proxy, all the New Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of the adoption and approval by Company of the Merger Reorganization Agreement (including any amendments or modifications and the approval of the terms thereof approved and of the Merger and each of the other transactions contemplated by the board of directors of SSNF Reorganization Agreement and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement matter that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could reasonably be expected, expected to impede, interfere or be inconsistent with, delay, postpone, discourage or materially facilitate the Merger and adversely affect consummation of the other transactions contemplated by the Merger Reorganization Agreement. , including any agreements or arrangements that may result in the payment of any amount that would not be deductible by reason of Section 280G of the Internal Revenue Code of 1986, as amended. (b) At any meeting of the shareholders of Company or at any adjournment thereof or in any other circumstances upon which such Shareholder's vote, consent or other approval is sought, such Shareholder further agrees shall vote (or cause to be voted) the Shares or New Shares of such Shareholder against, and shall not consent to (and shall cause not to vote be consented to), any Alternative Transaction or execute any written consent Frustrating Transaction. (c) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict Shareholder from acting in his capacity as a director or employee of Company, to rescind or amend the extent applicable, it being understood that this Agreement shall apply to Shareholder solely in any manner any prior vote or written consent, his capacity as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsCompany.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, The Shareholder agrees that, while this Agreement is in effectprior to the Expiration Date, at any meeting of the shareholders of SSNF, however calledthe Company, or at any adjournment or postponement thereof, or in connection with any other circumstances in which Shareholder is entitled written consent of the shareholders of the Company, with respect to votethe Merger, consent the Merger Agreement or give any other approvalAcquisition Proposal, except as otherwise agreed to in writing in advance by FBMS, the Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxydeliver a written consent (or cause a consent to be delivered) covering, all of the Shares as that such Shareholder shall be entitled to which the Shareholder has, directly or indirectly, the right to so vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement (and the transactions contemplated thereby, including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof)Merger; (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of SSNF the Company contained in the Merger Agreement or of the Shareholder contained in this Agreement, or that would preclude fulfillment of a condition under the Merger Agreement to the Company’s and Buyer’s respective obligations to consummate the Merger; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) Proposal, or 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 Merger or any of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to Any such vote shall be cast or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated be given in accordance with its termssuch procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder hereby covenants and agrees that, while during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (the “Effective Time”) and (ii) termination of this Agreement is in effectaccordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of SSNFCompany, however called, or at in connection with any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, written consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSof the shareholders of Company, Shareholder shall: (a) will appear at each such the meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) quorum and vote or consent (or cause to be voted), in person voted or by proxy, all consented) the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, Shares: (i1) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved other actions contemplated by the board of directors of SSNF Merger Agreement and adopted any actions required in accordance with the terms furtherance thereof); ; (ii2) in favor against approval of any proposal made in opposition to adjourn or postpone such meetingin competition with the consummation of the Merger, if necessaryincluding, to solicit additional proxies to approve without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement; (iii) against or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in Company under the Merger Agreement or of the Shareholder contained in under this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote enter into any agreement or execute understanding with any written consent to rescind person the effect of which would be inconsistent with or amend violative of any provision contained in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its termsSection 1.2.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNFFPB, agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFFPB, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approvalapproval in his, her or its capacity as a shareholder of FPB, except as otherwise agreed to in writing in advance by FBMS, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF FPB and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF FPB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFFPB, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFPeninsula, 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 FBMSMackinac, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Peninsula contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFPeninsula, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFPBI, 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 FBMSNCC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, voting (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF PBI contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFPBI, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFFirst Southern, 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 FBMSCenterState, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including including, without limitation, any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF First Southern contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFFirst Southern, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSPurchaser, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorumproxy; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the sole right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF Company and adopted in accordance with the terms thereofthereof unless the effect of the amendment is to reduce the Purchase Price); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. The Shares do not include shares over which the Shareholder exercises control in a fiduciary capacity for any other person or entity that is not an Affiliate of the Shareholder, and no representation by Shareholder is made with respect thereto. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, agrees that, while this Agreement is in effect, at any At every meeting of the shareholders of SSNF, however the Company called, and at every postponement or at any adjournment thereof, and on every action or approval by written resolution or consent of the shareholders of the Company, or in any other circumstances circumstance in which Shareholder is entitled to the vote, consent or give any other approvalapproval of the shareholders of the Company is sought (each, except a “Voting Event”), until the Expiration Date, the Shareholder (solely in its capacity as otherwise agreed to in writing in advance by FBMS, Shareholder shall: such) shall be present (a) appear at each such meeting in person or by proxy proxy) or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) present, and vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, its Shares: (i) in favor of adoption and the approval of the Merger Agreement (including any amendments or modifications of and the terms thereof approved Merger and all the transactions contemplated by the board of directors of SSNF and adopted in accordance with Merger Agreement, including the terms thereof)Ancillary Agreements thereto; (ii) in favor of against (1) any proposal to adjourn Acquisition Proposal or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; Acquisition Transaction (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF contained in than the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreementtransactions contemplated thereby, including the Merger) or any other action, proposal, agreement or transaction made in opposition to or competition with the Merger or the Merger Agreement or any document ancillary thereto, and (2) any other action, proposal, agreement or transaction that is intended, or could would reasonably be expected, or the effect of which would reasonably be expected to prevent, nullify, materially impede, interfere or be inconsistent with, frustrate, delay, postpone, discourage or materially and adversely affect the timely consummation of Merger or the other transactions contemplated by the Merger Agreement including the Ancillary Agreement thereto or the performance by the Shareholder of its obligations under this Agreement, in each case unless such Shares have already been voted pursuant to the Proxy (as defined below). Any such vote shall be cast (or consent shall be given) by the Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Except as contemplated by this Agreement, the Shareholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to its termsShares that would prohibit, undermine, limit or otherwise adversely affect its compliance with its obligations pursuant to this Agreement, and (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy or power of attorney with respect to its Shares, in either case, which is inconsistent with its obligations pursuant to this Agreement.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, 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 FBMSBuyer, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or of this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.

Agreement to Vote Shares. ShareholderSubject to the terms and conditions of this Agreement, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, that at any meeting of the shareholders of SSNF, however called, or at any adjournment thereofARB, or in connection with any other circumstances in which Shareholder is entitled to vote, written consent or give any other approval, except as otherwise agreed to in writing in advance by FBMSof the shareholders of ARB, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and and (b) unless the ARB Board has terminated the Merger Agreement in accordance with its terms, vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (ix) in favor of adoption and approval of the Merger, the Merger Agreement (including any amendments or modifications of and the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereof)transactions contemplated thereby; (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iiiy) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF ARB contained in the Merger Agreement or of Shareholder contained in this Agreement; and (ivz) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement or transaction that is intended, or could would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated Merger or the performance by the Merger Shareholder of his, her or its obligations under this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNF, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFLBC, 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 FBMSCBAN, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF LBC and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF LBC contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFLBC, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFDBI, 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 FBMSBFC, Shareholder shall: (a) appear at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF DBI and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of SSNF DBI contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Merger Agreement) or 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 consummation of the transactions contemplated by the Merger Agreement or this Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFDBI, to approve or adopt the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Agreement to Vote Shares. Shareholder, solely in his, her or its capacity as a shareholder of SSNF, Shareholder agrees that, while this Agreement is in effect, at any meeting of shareholders of SSNFCompany, however called, or at any adjournment thereofof the shareholders meeting, or in any other circumstances in which Shareholder is entitled to vote, consent consent, or give any other approval, except as otherwise agreed to in writing in advance by FBMSBuyer, Shareholder shall: (a) appear at each such meeting meeting, in person or by proxy proxy, or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the transactions it contemplates (including any amendments or modifications of the terms thereof approved by the board of directors of SSNF and adopted in accordance with the terms thereofMerger Agreement); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation representation, or warranty or any other obligation or agreement of SSNF Company contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iviii) against any Acquisition Proposal (as defined in the Merger Agreement) or any other action, agreement 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 consummation of the transactions contemplated by the Merger Agreement. Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of SSNFCompany, to approve or adopt the Merger Agreement unless this the Merger Agreement shall have been is terminated in accordance with its terms. Prior to the termination of this Agreement, the obligations of Shareholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of Company or otherwise subject to a Change in Recommendation.