Common use of Agreement to Vote Shares Clause in Contracts

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

Agreement to Vote Shares. (a) Prior to the Expiration DateTime, subject to Stockholder (in its capacity as such) irrevocably and unconditionally agrees during the terms and conditions hereofterm of this Agreement, at every any annual or special meeting of the stockholders of Company called with respect to the Company calledfollowing matters, and at every adjournment or postponement thereofthereof (each, and on every action or approval by written consent of the stockholders of the Companya “Covered Meeting”), Stockholder (in Stockholder’s capacity as such) shall to appear at the any such meeting or otherwise cause the Stockholder’s Shares to be counted as present thereat for purposes purpose of establishing a quorum andquorum, respond to the extent not voted each request by the persons appointed as proxies pursuant Company for written consent, if any, and vote or cause the holder of record to this Agreement, vote Stockholder’s Shares entitled to vote at such meeting (ia) in favor of (i) approval of the Merger, the Merger Agreement and the Merger and the other transactions contemplated thereby (collectively, by the “Proposed Transaction”), Merger Agreement and (ii) against the approval or adoption of any proposal made in opposition to, to adjourn or in competition with, the Proposed Transaction, and (iii) against any postpone such meeting of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets stockholders of the Company or to a later date if there are not sufficient votes to approve the Merger Agreement, the Merger and any of its Subsidiariesother matters necessary for the Merger; and (Cb) against (i) any reorganizationaction, recapitalizationproposal, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intendedtransaction, or could agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under conditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (ii) any action, proposal, transaction, or of Stockholder under this Agreement or otherwise agreement that could reasonably be expected to impede, interfere with, delay, postponediscourage, discourage adversely affect, or adversely affect inhibit the timely consummation of the Proposed Transaction Merger or the fulfillment of Parent’s, Merger Sub’s or the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (each of including any amendments to the Company’s Organizational Documents). Any attempt by Stockholder to vote, consent or express dissent with respect to (ii) and (iiior otherwise to utilize the voting power of), a “Competing Transaction”). (b) If Stockholder is Stockholder’s Shares in contravention of this Section 4 shall be null and void ab initio. Notwithstanding the beneficial owner, but not the record holder, of the Sharesforegoing, Stockholder agrees to take shall retain at all actions necessary to cause times the record holder and any nominees right to vote all of the Stockholder’s Shares in accordance with its sole discretion and without any other limitation on those matters other than those set forth in this Section 3; provided, however, 4 that are at any time or from time to time presented for consideration to the extent StockholderCompany’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3stockholders.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder’s right to vote any Shares is set forth in Exhibit A) at the time: (a) Prior until this Agreement terminates or is terminated pursuant to the Expiration DateSection 6 hereof, subject to the terms and conditions Section 3(d) hereof, at every any meeting of the stockholders holders of the Company Shares, however called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies quorum; (b) until this Agreement terminates or is terminated pursuant to this AgreementSection 6 hereof, vote (isubject to Section 3(d) in favor of approval hereof, at any meeting of the Merger, holders of Shares for the purpose of voting on the Merger Agreement and the other transactions contemplated thereby (collectivelythereby, however called, and at every adjournment or postponement thereof, vote the “Proposed Transaction”), (ii) against Shares or cause the Shares to be voted in favor of the adoption by the Company’s stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters’ or adoption appraisal rights it may have in respect of such transaction and any proposal made action required in opposition tofurtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or in competition withcause the Shares to be voted, the Proposed Transaction, and (iii) against any amendment of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerCompany’s Certificate of Incorporation or By-laws or other proposal, consolidation action or business combination transaction involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganizationstockholders, recapitalizationwhich amendment or other proposal, dissolution, liquidation action or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could transaction would reasonably be expected to result in a breach of any covenant, representation prevent or warranty materially impede or any other obligation or agreement delay the consummation of the Company under Merger or the other transactions contemplated by the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company’s Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii)) collectively, a “Competing TransactionSuperior Proposal Event”). , and (biv) If Stockholder is the beneficial owner, but not the record holder, Board of Directors’ recommendation in favor of the Sharesadoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, Stockholder agrees then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to take all actions be voted in favor of the adoption by the Company’s stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to cause the record holder waive any dissenters’ or appraisal rights it may have in respect of such transaction and any nominees to vote all of the Shares action required in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3furtherance thereof.

Agreement to Vote Shares. (a) The Purchaser understands and agrees that if it attempts to vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and the Purchaser hereby unconditionally and irrevocably instructs the Company not to, record such vote unless and until the Purchaser shall have complied with the terms of this Agreement. (b) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, the Purchaser will not commit any act that would restrict its legal power, authority and right to vote all of the Shares purchased hereunder or otherwise prevent or disable the Purchaser from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, the Purchaser will not enter into any voting agreement with any person or entity with respect to any of the Shares purchased hereunder, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of such Shares, deposit any of such Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Purchaser’s legal power, authority or right to vote such Shares in favor of the approval of the Proposed Transaction (as defined below). (c) Prior to the Expiration Termination Date, subject to the terms and conditions hereof, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) the Purchaser shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote the Shares, in proportion to the vote by the other stockholders of the Company, (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiariessubsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiariessubsidiaries; or (D) any other action that is intended, or could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each Transaction. The Purchaser shall ensure that any of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees its Affiliates to take all actions necessary to cause the record holder and any nominees to whom it transfers Shares shall vote all of the such Shares in accordance with this Section 3; provided4.2. Notwithstanding the foregoing, however, the parties acknowledge and agree that the provisions of this Section 4.2 shall not be deemed to prohibit the extent Stockholder’s beneficial ownership does not include Purchaser from selling or transferring any interest in any of the right Shares at any time and shall apply to Shares only if and for so long as such Shares shall continue to be beneficially owned by the Purchaser or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause an Affiliate of the record holder and any nominee to vote such shares Purchaser (determined in accordance with Section 3Rule 13d-3 under the Exchange Act).

Agreement to Vote Shares. (a) Prior to the Expiration DateShareholder agrees that, subject to the terms and conditions hereofexcept as set forth in Section 10 of this Agreement, while this Agreement is in effect, at every any meeting of the stockholders shareholders of the Company FXNC, however called, and or at every any adjournment or postponement thereof, and on every action or approval 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 written consent of the stockholders of the CompanyXxxxxxxxxx, Stockholder Shareholder shall: (in Stockholder’s capacity as such1) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (2) vote (or cause to be voted), in person or by proxy, all the Shares that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the extent not voted by sole right to vote or direct the persons appointed as proxies pursuant to this Agreementvoting, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, including any amendments or modifications of the “Proposed Transaction”terms thereof adopted in accordance with the terms thereof), ; (ii) against in favor of approval of the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and Articles Amendment; (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation action or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under FXNC contained in the Merger Agreement or of Stockholder under Shareholder contained in this Agreement Agreement; and (iv) against any other action, agreement or otherwise transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is transactions contemplated by the beneficial owner, but Merger Agreement or this Agreement. Shareholder further agrees not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of FXNC, to approve or adopt the Shares Merger Agreement and the Articles Amendment unless this Agreement shall have been terminated in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3its terms.

Agreement to Vote Shares. (a) Prior Each Shareholder hereby further agrees, with respect to the Expiration Date, subject any Share not voted pursuant to the terms and conditions hereofSection 2, at every meeting of the stockholders shareholders of the Company calledcalled with respect to any of the following matters and held on or prior to the Expiration Date, and at every adjournment or postponement thereof, and on in connection with every action or approval by written consent of the stockholders shareholders of the CompanyCompany with respect to any of the following matters, Stockholder (in Stockholder’s capacity as such) that such Shareholder shall appear at the meeting vote or otherwise cause to be voted or execute a written consent with respect to the Shares as to be present thereat for purposes which such Shareholder holds beneficially or of establishing a quorum andrecord, to the extent not voted except as specifically requested in writing by the persons appointed as proxies pursuant to this AgreementParent in advance, vote (ia) in favor of approval of the MergerMerger Agreement, the Merger Agreement and the other transactions contemplated thereby (collectively, by the “Proposed Transaction”)Merger Agreement, (iib) against (i) any Acquisition Proposal (as that term is defined in the approval or adoption of Merger Agreement) and any proposal made in opposition to, for any action or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which would result in any of Stockholder the conditions of the Company's obligations under this the Merger Agreement not being fulfilled and (ii) any change in the directors of the Company, any change in the present capitalization of the Company or otherwise any amendment to the Company's Articles of Incorporation or Bylaws, any other material change in the Company's corporate structure or business, or any action which would reasonably be expected to impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the consummation of the Proposed Transaction (each transactions contemplated by the Merger Agreement or the likelihood of (ii) such transactions being consummated and (iii), a “Competing Transaction”). (bc) If Stockholder is the beneficial owner, but not the record holder, in favor of any other matter necessary for consummation of the Sharestransactions contemplated by the Merger Agreement that is considered at any such meeting of shareholders or in such consent, Stockholder agrees and in connection therewith to take all actions execute any documents that are necessary or appropriate in order to cause effectuate the record holder and any nominees foregoing or, at the request of Parent, to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right permit Parent or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee its designee(s) to vote such shares in accordance with Section 3Shares directly.

Agreement to Vote Shares. The Shareholder agrees during the term of this Agreement (a) Prior to the Expiration Date, subject to the terms and conditions hereof, as contemplated in Section 8) that at every any meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, Stockholder or in connection with any written consent of shareholders of the Company, to the extent that the matters set forth in Section 1(b) are presented at such meeting or in such written consent and the Shareholder is entitled to vote or consent on such matters, the Shareholder shall: (in Stockholder’s capacity as sucha) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a written consent to be delivered) covering, all the extent not voted Shares (whether acquired heretofore or hereafter) that are beneficially owned by the persons appointed Shareholder or as proxies pursuant to this Agreementwhich the Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of approval of the MergerMergers, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), thereby; (ii) against any action or agreement that, to the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any knowledge of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerShareholder, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other material obligation or agreement of the Company under contained in the Merger Agreement or of Stockholder under the Shareholder contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or, to the knowledge of the Shareholder, would reasonably be expected, to materially and adversely impede, interfere or be inconsistent with, or materially and adversely delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction Mergers or the performance by the Company of its obligations under the Merger Agreement; provided, that if there is any amendment, waiver or modification to the Merger Agreement that is effected after the date hereof that (each x) reduces or has the effect of reducing the Exchange Ratio, the Cash Consideration per share of Company Common Stock, the cash consideration per share of Series C Preferred Stock or the cash consideration payable in respect of the Warrants, (iiy) and changes the form of all or any portion of the consideration to be provided pursuant to the Merger Agreement in respect of the Shares (iii)the “Merger Consideration”) and/or (z) imposes any material condition to the receipt of Merger Consideration (any such amendment, waiver or modification, a “Competing TransactionMaterial Merger Agreement Change”), this Section 1 shall be inapplicable. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior The Stockholder agrees that, prior to the Expiration Date, subject to the terms and conditions hereofTime (as defined in Section 4 below), at every any meeting of the stockholders of the Company called, and at every or any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of the Company, with respect to the Merger, the Merger Agreement, any Acquisition Proposal, the Stockholder shall: (in Stockholder’s capacity as suchi) shall appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and, to (ii) from and after the extent not voted by date hereof until the persons appointed as proxies pursuant to this AgreementExpiration Time, vote (ior cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote: (A) in favor of adoption and approval of the Merger, the Merger Agreement and the all other transactions contemplated thereby by the Merger Agreement (collectively, whether or not recommended by the “Proposed Transaction”Company’s Board of Directors), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) against any saleaction or agreement upon which the Company calls its stockholders to vote or consent in breach of the Merger Agreement; and (C) against any Acquisition Proposal or any proposal for any recapitalization, lease or transfer reorganization, liquidation, dissolution, merger, sale of all or substantially all of the its assets of or other business combination between the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) and any other action person (other than the Merger) that is intended, or could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Proposed Transaction (each of (ii) Merger and (iii), a “Competing Transaction”)all other transactions contemplated by the Merger Agreement. (b) If For the avoidance of doubt, nothing in this Agreement shall require any Stockholder is to vote or otherwise consent to any amendment to the beneficial ownerMerger Agreement or the taking of any action that could result in the amendment, but not modification or a waiver of a provision therein, in any such case, in a manner that (i) decreases the record holder, amount or changes the form of the SharesMerger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Merger or the payment of the Merger Consideration to stockholders, (iii) extends the Termination Date or (iv) amends any other term or condition of the Merger Agreement that is adverse to the Stockholder’s rights under the Merger Agreement. Except as expressly set forth in this Section 2, Stockholder agrees shall not be restricted from voting in favor of, against or abstaining with respect to take any other matters presented to the stockholders of the Company, and the Stockholder shall retain at all actions necessary to cause times the record holder and any nominees right to vote all of the its Shares in accordance with its sole discretion and without any other limitation on those matters other than those set forth in clauses (A) and (B) of Section 32(a)(ii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally; provided, however, that to the extent Stockholder’s beneficial ownership does Stockholder shall not include the right enter into any agreement or power understanding with any person to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause or give instructions in any manner inconsistent with the record holder and any nominee to vote such shares in accordance with terms of this Section 32.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders shareholders of the Company called, and at every postponement or adjournment or postponement thereof, and on every action or approval by written resolution or consent of the stockholders shareholders of the Company, Stockholder or in any other circumstance in which the vote, consent or other approval of the shareholders of the Company is sought (each, a “Voting Event”), until the Expiration Date, the Shareholder (solely in Stockholder’s its capacity as such) shall appear at the meeting be present (in person or otherwise by proxy) or cause the Shares to be present thereat for purposes of establishing a quorum andpresent, and vote or cause to the extent not voted by the persons appointed as proxies pursuant to this Agreementbe voted, vote its Shares: (i) in favor of the approval of the Merger, the Merger Agreement and the other Merger and all the transactions contemplated thereby (collectivelyby the Merger Agreement, including the “Proposed Transaction”), Ancillary Agreements thereto; (ii) against (1) any Acquisition Proposal or Acquisition Transaction (other than the approval Merger Agreement or adoption of the transactions contemplated thereby, including the Merger) or any proposal other action, proposal, agreement or transaction made in opposition to, to or in competition with, with the Proposed TransactionMerger or the Merger Agreement or any document ancillary thereto, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D2) any other action action, proposal, agreement or transaction that is intendedwould reasonably be expected, or could the effect of which would reasonably be expected to result in a breach of any covenantprevent, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise nullify, materially impede, interfere with, frustrate, delay, postpone, discourage or adversely affect the timely consummation of Merger or the Proposed Transaction other transactions contemplated by the Merger Agreement including the Ancillary Agreement thereto or the performance by the Shareholder of its obligations under this Agreement. Any such vote shall be cast (each or consent shall be given) by the Shareholder 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 (iior consent). Except as contemplated by this Agreement, the Shareholder (a) has not entered into, and (iii)shall not enter into at any time while this Agreement remains in effect, a “Competing Transaction”). any voting agreement or voting trust with respect to its Shares that would prohibit, undermine, limit or otherwise adversely affect its compliance with its obligations pursuant to this Agreement, and (b) If Stockholder is the beneficial ownerhas not granted, but and shall not the record holdergrant at any time while this Agreement remains in effect, a proxy or power of the attorney with respect to its Shares, Stockholder agrees in either case, which is inconsistent with its obligations pursuant to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3this Agreement.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject Subject to the terms of this Agreement, each Holder irrevocably and conditions hereofunconditionally agrees that, from the date of this Agreement and until the Termination Time, at every meeting of the stockholders of the Company Company, however called, with respect to any of the following, and at every adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of the Company is sought, and on every action or approval proposed to be taken by written consent of the stockholders of the CompanyCompany with respect to any of the following, Stockholder (in Stockholder’s capacity as such) each Holder shall appear at the such meeting (in person or by proxy) or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum andand shall vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Holder is entitled to so vote, in each case to the fullest extent not voted by the persons appointed as proxies pursuant that such Holder’s Shares are entitled to this Agreement, vote vote: (i1) in favor of approval of the Merger, Merger and the other Transactions contemplated by the Merger Agreement and in favor of adopting the other transactions contemplated thereby Merger Agreement and (collectively, the “Proposed Transaction”), (ii2) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Aa) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, would (or could would be reasonably be expected to to) directly result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under contained in the Merger Agreement or of Stockholder under any Holder contained in this Agreement, or (b) that would result in any condition to the consummation of the Merger set forth in the Merger Agreement not being satisfied, (c) any other action, transaction, proposal, or otherwise agreement relating to the Company that would (or would reasonably be expected to) prevent, nullify or materially impede, interfere with, frustrate, delay, postpone, discourage postpone or adversely affect the Transactions, (d) any change in the present capitalization of the Company or any amendment of the certificate of incorporation of the Company prohibited by the Merger Agreement, or (e) subject to the right to terminate this Agreement pursuant to Section 8(f), any Acquisition Proposal. Each Holder shall retain at all times the right to vote the Shares in such Xxxxxx’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 2 that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, nothing in this Agreement shall require any Holder to vote, cause to be voted or otherwise consent to any amendment to the Merger Agreement (including any schedule or exhibit thereto) or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount or changes the form of the Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Proposed Transaction (each Merger or the other Transactions, or the payment of (ii) and the Merger Consideration to stockholders, (iii), a “Competing Transaction”). ) extends the Termination Date (bas defined below) If Stockholder is the beneficial owner, but not the record holder, or (iv) amends any other term or condition of the Shares, Stockholder agrees Merger Agreement that is adverse in any material respect to take all actions necessary to cause any Holder’s rights under the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Merger Agreement.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company First Foundation called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action action, consent or approval (including by written consent consent) of the stockholders of the CompanyFirst Foundation, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting agrees to vote, or otherwise cause to be voted, or give consent with respect to, all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (ia) in favor of (i) approval of the MergerMerger Agreement, the Merger Agreement and the other transactions contemplated thereby (collectively, by the “Proposed Transaction”)Merger Agreement, (ii) approval of the issuance of shares of First Foundation Common Stock in connection with the Merger, and (iii) any other matter that is required to be approved by the stockholders of First Foundation to facilitate the transactions contemplated by the Merger Agreement; (b) against the approval or adoption of (i) any proposal made in opposition toto approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or in competition withwith the Merger or the transactions contemplated by the Merger Agreement, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Aii) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation ​ ​ ​ or agreement of the Company First Foundation under the Merger Agreement or of Stockholder under this Agreement Agreement, and (iii) any proposal, transaction, agreement, amendment of the First Foundation Certificate or otherwise First Foundation Bylaws or other action, in each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or adversely affect the consummation of the Proposed Transaction (each Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of (ii) the conditions under the Merger Agreement; and (iii)c) as directed by First Foundation with respect to any postponement, a “Competing Transaction”). recess, adjournment, continuation or other procedural matter at any meeting of the stockholders of First Foundation relating to any of the matters set forth in the foregoing clauses (a) or (b). Any such vote shall be cast (or consent shall be given) If by Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; providedsuch procedures relating thereto so as to ensure that it is duly counted, however, including for purposes of determining that to a quorum is present and for purposes of recording the extent Stockholder’s beneficial ownership does not include the right results of such vote (or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3consent).

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders shareholders of the Company called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action action, consent or approval (including by written consent consent) of the stockholders shareholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting Shareholder agrees to vote, or otherwise cause to be voted, or give consent with respect to, all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (ia) in favor of (i) approval of the MergerMerger Agreement, the Merger Agreement and the other transactions contemplated thereby (collectivelyby the Merger Agreement, the “Proposed Transaction”), and (ii) any other matter that is required to be approved by the shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement; (b) against the approval or adoption of (i) any proposal made in opposition toto approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or in competition withwith the Merger or the transactions contemplated by the Merger Agreement, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Aii) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement Agreement, (iii) any Acquisition Proposal or otherwise Superior Proposal, and (iv) any proposal, transaction, agreement, ​ ​ amendment of the Company Articles or Company Bylaws or other action, in each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or adversely affect the consummation of the Proposed Transaction (each Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of (ii) the conditions under the Merger Agreement; and (iii)c) as directed by First Foundation with respect to any postponement, a “Competing Transaction”). recess, adjournment, continuation or other procedural matter at any meeting of the shareholders of the Company relating to any of the matters set forth in the foregoing clauses (a) or (b). Any such vote shall be cast (or consent shall be given) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares by Shareholder in accordance with Section 3; providedsuch procedures relating thereto so as to ensure that it is duly counted, howeverincluding for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Shareholder hereby irrevocably and unconditionally waives, that and agrees not to exercise, any rights of appraisal, any dissenters’ rights and any similar rights relating to the extent Stockholder’s beneficial Merger that Shareholder may directly or indirectly have by virtue of the ownership does not include of any Shares if the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Effective Time occurs.

Agreement to Vote Shares. (a) Prior to Unless otherwise directed in writing by Parent, from the date hereof until the Expiration Date, subject to the terms and conditions hereof, at every any meeting of the Target stockholders of the Company called, and at every any adjournment or postponement thereof, and on every any action or approval by written consent of the stockholders of the CompanyTarget stockholders, Stockholder (in Stockholder’s capacity as sucha stockholder) shall, or shall appear at the meeting or otherwise cause the holder of record of such Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreementon any applicable record date to, vote the Shares: (i) in favor of approval the adoption of the Merger, the Merger Agreement (as it may be amended from time to time) in accordance with Delaware Law, and in favor of each of the other transactions contemplated thereby (collectively, by the “Proposed Transaction”), Merger Agreement; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, consummation of the Proposed TransactionOffer, and the Merger or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that relate to the extent unrelated to Offer, the Proposed TransactionMerger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation consolidation, business combination, sale of assets, or business combination involving reorganization of the Company or any of its Subsidiaries other than the Proposed Transaction; Target, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiaries; Target, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Target, (D) any material change in the capitalization of the Target, or any the corporate structure of its Subsidiaries; the Target, or (DE) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Offer, the Merger or any other transaction contemplated by the Merger Agreement; and (iv) against any action that would reasonably be expected to result in the failure of any conditions of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Offer to be satisfied. (b) If Stockholder is From the beneficial ownerdate hereof until the Expiration Date, but not in the record holder, event that a meeting of the SharesTarget stockholders is held, Stockholder agrees to take all actions necessary to shall, or shall cause the holder of record holder and of any nominees Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) From the date hereof until the Expiration Date, Stockholder shall not enter into any Contract with any Person to vote all or give instructions in any manner inconsistent with the terms of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with this Section 3. (d) STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS EACH OFFICER OF PARENT, IN HIS OR HER CAPACITY AS AN OFFICER OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE TARGET, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 3(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 3(d), OTHER THAN FOR A BREACH OF THIS SECTION 3(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote Shares. During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (aexcept as provided in the last sentence of this Section 3), each Principal Stockholder agrees to: (i) Prior appear, or cause the record holder of any Shares on the applicable record date (each a “Record Holder”) to the Expiration Date, subject to the terms and conditions hereofappear (in person or by proxy), at every any annual or special meeting of the stockholders of the Company calledfor the purpose of obtaining a quorum, or, if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, such Principal Stockholder agrees to execute or cause all Record Holders to execute such consent, and (ii) vote (or, if requested, execute consents or proxies with respect to), or cause each Record Holder to vote (or, if requested, execute consents or proxies with respect to), the Shares and any New Shares (as defined in Section 8 hereof): (A) in favor of adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) against any sale, lease or transfer of all or substantially all of the assets of the Company or any of its SubsidiariesAcquisition Proposal; (C) against any reorganizationaction, recapitalizationproposal, dissolution, liquidation transaction or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Principal Stockholder under this Agreement Agreement; (D) against any liquidation, dissolution, recapitalization, extraordinary dividend or significant corporate reorganization of the Company or any of its subsidiaries; (E) except as otherwise impedeagreed to in writing in advance by Purchaser, against any other action, proposal, transaction or agreement that would reasonably be expected to compete or interfere with, or would reasonably be expected to delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of, the Merger; and (F) in favor of any other matter necessary for the consummation of the Proposed Transaction transactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders. Each Principal Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle or understanding whatsoever with any Person that would reasonably be expected to violate, conflict or interfere with the provisions of this Agreement or that would reasonably be expected to delay, discourage, adversely affect or inhibit the timely consummation of the Merger. Notwithstanding the foregoing, each Principal Stockholder shall remain free to vote (each or execute consents or proxies with respect to) the Shares with respect to any matter not covered by this Section 3 in any manner it deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to (i) violate or conflict with the provisions of this Agreement or (ii) and materially impair the ability of such Principal Stockholder to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, the obligations of the Principal Stockholders under this Section 3 shall be suspended during the pendency of an Adverse Recommendation Change due to an Intervening Event (iii)provided that such obligations shall be reinstated at such time, if any, that the Board or a “Competing Transaction”committee thereof withdraws the Adverse Recommendation Change or approves or recommends the Merger Agreement subsequent to the Adverse Recommendation Change). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior to During the period commencing from the date hereof and ending on the Expiration DateDate (as defined below) (the “Effective Time”), subject to each Holder, by this Agreement, solely in their capacity as a stockholder of the terms Company, unconditionally and conditions hereofirrevocably agrees to, at every any meeting of the stockholders of the Company called, and at every Stockholders (or any adjournment or postponement thereof), and on every in any action or approval by written consent of the stockholders of Company Stockholders (which written consent shall be delivered promptly, and in any event within five (5) Business Days following the Companydate that the Registration Statement becomes effective), Stockholder (in Stockholder’s capacity as such) shall such Holder shall, if a meeting is held, appear at the meeting meeting, in person or by proxy, or otherwise cause the its, his or her Company Shares to be counted as present thereat for purposes of establishing a quorum andquorum, and such Company Stockholder shall vote or provide consent (or cause to the extent not be voted or consented), in person or by the persons appointed as proxies pursuant proxy, all of its, his or her Company Shares: (i) to this Agreement, vote (iA) in favor of adoption and approval of the Business Combination Agreement, the Merger, and any other matters necessary or reasonably requested by the Company for consummation of the Merger Agreement and the other transactions contemplated thereby (collectively, by the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed TransactionBusiness Combination Agreement, and (iiiB) against any of the following (to the extent unrelated to the Proposed Transaction): (Ax) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action proposal that is intended, or could reasonably be expected to would result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Business Combination Agreement, (y) any proposal that conflicts or materially impedes, delays, frustrates, prevents, interferes or nullifies any provision of this Agreement, the Business Combination Agreement or of Stockholder under this Agreement the Merger, including any Company Acquisition Proposal, or otherwise impede, interfere with, delay, postpone, discourage or (z) would adversely affect or delay the consummation of the Proposed Transaction (transactions contemplated by the Business Combination Agreement or that would otherwise reasonably be expected to result in the failure of the Merger from being consummated. Each Holder acknowledges receipt and review of a copy of Business Combination Agreement and that the obligations of each Holder specified in this Section 1 shall apply whether or not the Merger is recommended by the Board of Directors of the Company; and (ii) and in any other circumstances upon which a consent or other approval is required under the Governing Documents of the Company or otherwise sought with respect to, or in connection with, the Business Combination Agreement or the Merger, to vote, consent or approve (iii)or cause to be voted, a “Competing Transaction”)consented or approved) all of such Shares held at such time in favor thereof. (b) If Stockholder is Without limiting any other rights or remedies of Parent, each Holder hereby irrevocably appoints Parent or any individual designated by Parent as such Holder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the beneficial ownername, but not place and stead of such Holder, up to the record holderExpiration Date, to attend on behalf of such Holder any meeting of the Company Stockholders with respect to the matters described in Section 1(a)(ii), to include the Shares held by such Holder in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) such Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a)(ii) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, only in the event and to the extent that the Holder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to this Section 1(b) on any matter except those provided in Section 1(a), and each Holder may vote its, his or her Shares on all other matters, subject to the other applicable covenants, agreements and obligations set forth in this Agreement. (c) The proxy granted by each Holder pursuant to Section 1(b) (i) will be automatically revoked upon the Expiration Date, (ii) is coupled with an interest sufficient in Law to support, subject to clause (i), an irrevocable proxy and is granted in consideration for Parent entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby, and (iii) is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Xxxxxx and shall revoke any and all prior proxies granted by such Holder with respect to the Shares held by such Xxxxxx. The vote or consent of the proxyholder in accordance with Section 1(b) and with respect to the matters in Section 1(a)(ii) shall control in the event of any conflict between such vote or consent by such proxyholder and a vote or consent by each Holder (or any other Person with the power to vote the Shares held by such Holder) with respect to the matters in Section 1(a)(ii).]1 1 This was omitted in the agreement with one stockholder. (d) During the Effective Time, except as expressly set forth herein, no Holder shall enter into any agreement, understanding or arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1. Any such vote shall be cast, or consent shall be given, in accordance with such 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. (e) In the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing (including the transactions contemplated by the Business Combination Agreement), the term “Shares, Stockholder agrees ” shall be deemed to take refer to and include the Shares as well as all actions necessary to cause the record holder such equity dividends and distributions and any nominees to vote securities into which or for which any or all of the Shares may be changed or exchanged or that are received in accordance with Section 3; provided, however, that such transaction (including the SPAC Common Stock received as result of the consummation of the Merger pursuant to the extent Stockholder’s beneficial ownership does not Business Combination Agreement). For the avoidance of doubt, in no event shall the term “Shares” be deemed to refer to or include the right or power any securities issued to vote shares beneficially owned, Stockholder will be obligated only any Holder pursuant to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Subscription Agreement.

Agreement to Vote Shares. During the period (athe ------------------------ "Voting Period") Prior from and including the date hereof through and including the earlier of (i) the date that is 120 days after the purchase of shares of common stock of the Company pursuant to the Expiration DateOffer, subject (ii) the date that is 120 days after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof, or (iii) the terms and conditions termination of this Agreement pursuant to Section 5.2 hereof, at every any meeting of the stockholders of Company called to consider and vote upon the Company calledadoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, and on every in connection with any action or approval to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting vote or otherwise cause the Shares to be present thereat for purposes voted (including by written consent, if applicable) all of establishing a quorum andthe Subject Shares, to the extent not voted by the persons appointed as proxies pursuant to this Agreementnow owned or hereafter acquired, vote (i) in favor of approval the adoption of the Merger, the Merger Agreement and in favor of any other matter necessary for the other consummation of the transactions contemplated thereby by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Voting Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (collectively, the “Proposed Transaction”as hereinafter defined) (and at any and all postponements and adjournments thereof), (ii) against the approval or adoption and in connection with any action to be taken in respect of any proposal made in opposition toOther Proposal by written consent of stockholders of Company, Stockholder shall vote or in competition withcause to be voted (including by written consent, the Proposed Transaction, and (iiiif applicable) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets Subject Shares against such Other Proposal. For purposes of this Agreement, the Company or term "Other Proposal" means any of its Subsidiaries; (Ca) any reorganization, recapitalization, dissolution, liquidation or winding up of Acquisition Proposal (as defined in the Company or any of its Subsidiaries; Merger Agreement) or (Db) any other action that which is intended, intended or could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, Merger or any of the Shares, Stockholder agrees to take all actions necessary to cause other transactions contemplated by the record holder and any nominees to vote all of the Shares in accordance with Section 3Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the extent Stockholder’s beneficial ownership does Merger shall constitute an Other Proposal. Stockholder shall not include enter into any agreement or understanding with any person or entity the right or power to vote shares beneficially owned, Stockholder will effect of which would be obligated only to use reasonable best efforts to cause violative of the record holder provisions and any nominee to vote such shares agreements contained in accordance with this Section 31.1.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders Stockholders of the Company Seller called, and at every adjournment adjournment, postponement or postponement rescheduling thereof, and on every action or approval by written consent of the stockholders of the CompanySeller, Stockholder (in Stockholder’s 's capacity as suchsuch and not in any other capacity) shall, or shall appear at the meeting or otherwise cause the holder of record of any or all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreementon any applicable record date to, vote the Shares: (i) in favor of the approval and adoption of the MergerStock Purchase Agreement, and in favor of the Merger Agreement and Contemplated Transactions, including the other transactions contemplated thereby (collectively, the “Proposed Transaction”), Share Acquisition; (ii) against the approval or adoption of any Competing Transaction Proposal or any proposal made in opposition to, to or in competition with, with the Proposed Transaction, and Contemplated Transactions; and (iii) against any actions (other than those actions that relate to the Contemplated Transactions or are otherwise permitted by the Stock Purchase Agreement, including, but not limited to, Section 5.07 of the following (Stock Purchase Agreement) to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is such actions are intended, or could reasonably be expected to result to, in a breach of any covenantmaterial respect, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Contemplated Transactions. (b) If Stockholder is Prior to the beneficial ownerExpiration Date, but not the record holder, at any meeting of the Sharesstockholders of Seller held to approve the Stock Purchase Agreement and the Contemplated Transactions, Stockholder agrees to take all actions necessary to shall, or shall cause the holder of record holder on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3. (d) Notwithstanding the foregoing and any nominees other provision of this Agreement, nothing in this Agreement shall be deemed to vote all restrict in any way the ability of Stockholder to encourage, solicit, initiate or engage in discussions or negotiations with any Person, or encourage or solicit proposals from any Person, with respect to either (i) any purchase, sale or other disposition of Seller's commercial business (which, for the Shares in accordance with Section 3; providedavoidance of doubt, however, that to the extent Stockholder’s beneficial ownership does not include any of the right current operations of the Acquired Companies or power any of its Subsidiaries), or (ii) any merger, acquisition, consolidation or similar business combination involving the sale of Seller subsequent to vote shares beneficially owneda sale of the Acquired Companies to Buyer, provided that, in the case of any transaction referred to in clause (i) or (ii) above, neither the execution, delivery and/or performance of any definitive agreement with respect to such transaction, nor the consummation of such transaction, would be reasonably expected to prevent or render impractical, or otherwise frustrate or impede in any material respect, the Contemplated Transactions. For purposes of this Agreement, no inquiry, proposal, indication of interest or offer from any Person with respect to any of the transactions referred to in clauses (i) and (ii) of the preceding sentence (as limited by the proviso set forth in the preceding sentence) shall be deemed to be a Competing Transaction Proposal. (e) Notwithstanding any other provision of this Agreement, Stockholder will not be obligated only to use reasonable best efforts to cause the record holder and any nominee required to vote in favor of the Share Acquisition if the Buyer Parties and Seller amend the Stock Purchase Agreement and such shares in accordance with Section 3amendment is not unanimously approved by the Board of Directors of Seller.

Agreement to Vote Shares. (a) Prior Each Holder, solely in their capacity as a stockholder of the Company, agrees that, unless the Expiration Date has occurred, it shall validly execute and deliver to the Expiration DateCompany, subject within forty eight (48) hours after the date that the Proxy Statement/Prospectus is disseminated by the Company to the terms Company’s stockholders following the date that the Registration Statement becomes effective, a written consent approving the Business Combination Agreement, the Merger, and conditions hereofany other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement in respect of the Shares. In addition, unless the Expiration Date has occurred, each Holder irrevocably and unconditionally agrees that at every any meeting of the stockholders holders of the Company calledShares, and at every or any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders holders of Company Shares, with respect to the Business Combination Agreement or any of the Companytransactions contemplated thereby, Stockholder including the Merger, such Holder shall: (in Stockholder’s capacity as suchi) shall appear at the any such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted) (i) in favor of adoption and approval of the Business Combination Agreement, the Merger, and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement, and (ii) against any proposal that would constitute a breach thereof or that conflicts or materially impedes or interferes therewith, including any Company Acquisition Proposal, or would adversely affect or delay the consummation of the transactions contemplated by the Business Combination Agreement. (b) Without limiting any other rights or remedies of Parent, each Holder hereby irrevocably appoints Parent or any individual designated by Parent as such Holder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of such Holder, up to the Expiration Date, to attend on behalf of such Holder any meeting of the Company Stockholders with respect to the matters described in Section 1(a)(ii), to include the Shares held by such Holder in any computation for purposes of establishing a quorum andat any such meeting of the Company Stockholders, to vote (or cause to be voted) such Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a)(ii) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, only in the event and to the extent that the Holder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxyholder may not voted by exercise the persons appointed as proxies proxy granted pursuant to this Section 1(b) on any matter except those provided in Section 1(a), and each Holder may vote its, his or her Shares on all other matters, subject to the other applicable covenants, agreements and obligations set forth in this Agreement, vote . (c) The proxy granted by each Holder pursuant to Section 1(b) (i) in favor of approval of will be automatically revoked upon the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”)Expiration Date, (ii) against is coupled with an interest sufficient in law to support, subject to clause (i), an irrevocable proxy and is granted in consideration for Parent entering into the approval or adoption of any proposal made in opposition to, or in competition with, Business Combination Agreement and agreeing to consummate the Proposed Transactiontransactions contemplated thereby, and (iii) against is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Holder and shall revoke any and all prior proxies granted by such Holder with respect to the Shares held by such Holder. The vote or consent of the following (proxyholder in accordance with Section 1(b) and with respect to the extent unrelated matters in Section 1(a)(ii) shall control in the event of any conflict between such vote or consent by such proxyholder and a vote or consent by each Holder (or any other Person with the power to vote the Shares held by such Holder) with respect to the Proposed Transaction): matters in Section 1(a)(ii). (Ad) Prior to the Expiration Date, except as expressly set forth herein, no Holder shall enter into any mergeragreement, consolidation understanding or business combination involving arrangement (whether written or oral) with any Person to vote or give instructions in any manner inconsistent with this Section 1. Any such vote shall be cast, or consent shall be given, in accordance with such 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. (e) In the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like prior to the Closing (including the transactions contemplated by the Business Combination Agreement), the term “Shares” shall be deemed to refer to and include the Shares as well as all such equity dividends and distributions and any of its Subsidiaries other than the Proposed Transaction; (B) securities into which or for which any sale, lease or transfer of all or substantially all of the assets Shares may be changed or exchanged or which are received in such transaction (including the DYNS Common Stock received as result of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that Merger pursuant to the extent Stockholder’s beneficial ownership does not Business Combination Agreement). For the avoidance of doubt, in no event shall the term “Shares” be deemed to refer to or include the right or power any securities issued to vote shares beneficially owned, Stockholder will be obligated only any Holder pursuant to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Subscription Agreement.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company Parent called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyParent, Stockholder (in Stockholder’s his or her capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvote, to the extent not voted by the persons Person(s) appointed under the Proxy (as proxies pursuant defined below), the Shares or cause the Shares to this Agreement, vote be voted: (ia) in favor of approval adoption of the Merger, the Merger Agreement Stockholder Voting Proposal and the other transactions contemplated thereby any action in furtherance thereof; (collectively, the “Proposed Transaction”), (iib) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Stockholder Voting Proposal or consummation of the Merger and the transactions contemplated by the Merger Agreement; and (iiic) against any of the following (actions to the extent unrelated to such actions are prohibited by the Proposed Transaction): terms of the Majority Stockholder Voting Agreement or the Merger Agreement: (Ai) any merger, consolidation consolidation, business combination, sale of assets, reorganization or business combination involving the Company or recapitalization of Parent with any of its Subsidiaries other than the Proposed Transaction; party, (Bii) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiaries; Parent, (Ciii) any reorganization, recapitalization, dissolution, liquidation or winding up of Parent, (iv) any material change in the Company capitalization of Parent or any of its Subsidiaries; Parent's corporate structure, or (Dv) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger or any of the Proposed Transaction other transactions contemplated by the Merger Agreement. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder's capacity as a director or officer of Parent or the Company (each it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of Parent) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (iia), (b) and (iii), a “Competing Transaction”)c) above. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereofTime, at every meeting of the stockholders of the Company calledcalled with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders of the CompanyCompany with respect to any of the following matters, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause participate and vote the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval the adoption of the Merger, the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby (collectivelyby the Merger Agreement, and any other matter that is reasonably necessary to facilitate the “Proposed Transaction”)consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Adverse Proposal (as defined below) and (iii) against any other matter that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the following transactions contemplated by the Merger Agreement; provided that nothing in this Agreement shall preclude Stockholder from exercising full power and authority to vote the Shares and any New Shares in Stockholder’s sole discretion for or against any proposal submitted to a vote of the stockholders of the Company (i) to approve any payment which would, in the extent unrelated absence of such approval, constitute a parachute payment under Section 280G of the Code, (ii) that increases the amount or changes the form of the Merger Consideration payable by the Company other than as provided in the Merger Agreement or (iii) that imposes any additional obligations on Stockholder in order to consummate the Proposed Transaction): Merger. For purposes of this Agreement, “Adverse Proposal” means (A) any mergerAcquisition Proposal, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all change in a majority of the assets board of directors of the Company Company, other than to the extent resulting from the election of replacement directors with respect to directors who resigned from or any of its Subsidiaries; otherwise no longer serve on such board or as contemplated by the Merger Agreement, (C) any reorganizationamendment to the Company’s certificate of incorporation or bylaws that is not requested or expressly approved by Savara or as contemplated by the Merger Agreement, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action or agreement that is intended, or could would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of Stockholder the conditions to the Company’s or any of its Subsidiaries’ or Affiliates’ obligations under this the Merger Agreement not being fulfilled or otherwise (E) any other matter that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger or any of the Proposed Transaction other transactions contemplated by the Merger Agreement or this Agreement. Any such vote shall be cast (and each of (iiconsent shall be given) and (iii), a “Competing Transaction”). (b) If by Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; providedsuch procedures relating thereto so as to ensure that it is duly counted, however, including for purposes of determining that to a quorum is present and for purposes of recording the extent Stockholder’s beneficial ownership does not include the right results of such vote or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3consent.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the ------------------------ Company calledcalled with respect to any of the following, and at every postponement or adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyCompany with respect to any of the following, Stockholder (in Stockholder’s capacity as such) each Holder agrees that it shall appear at vote all of the meeting or otherwise cause Subject Securities that it owns beneficially and of record on the Shares to be present thereat for purposes record date of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote any such vote: (i) in favor of approval of the Merger, the execution and delivery of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated thereby (collectively, by the “Proposed Transaction”), Merger Agreement and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, following actions (other than the Proposed Transaction, Merger and (iii) against any of the following (to transactions contemplated by the extent unrelated to the Proposed TransactionMerger Agreement): (A1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries other than the Proposed Transactionsubsidiaries; (B2) any a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries; (C) any subsidiaries or a reorganization, recapitalization, dissolution, dissolution or liquidation or winding up of the Company or any of its Subsidiariessubsidiaries (it being understood that the nomination and/or election of the Independent Director (as defined in the Merger Agreement) to the Board of Directors of the Company prior to the consummation of the Merger will not violate this clause); (3) (a) any change in the majority of the board of directors of the Company or any of its subsidiaries; (b) any material change in the present capitalization of the Company or any of its subsidiaries or any amendment of the Certificate of Incorporation or similar governing document of the Company or any of its subsidiaries; (c) any other material change in the corporate structure or business of the Company or any of its subsidiaries; or (Dd) any other action that action, which, in the case of each of the matters referred to in clauses (a), (b), (c) or (d) above, is intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation contemplated economic benefits to Xxxxxxx of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Merger or the transactions contemplated by the Merger Agreement or this Agreement. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior During the period commencing on the date hereof and continuing until the earlier to occur of the Expiration DateEffective Time and the termination of this Agreement in accordance with its terms, subject to the terms and conditions hereof, each Principal Stockholder agrees to: (i) appear (in person or by proxy) at every any annual or special meeting of the stockholders of the Company calledfor the purpose of obtaining a quorum; and (ii) vote or cause to be voted (or, if requested, execute proxies), or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, in either case solely with respect to a number of shares equal to such Principal Stockholder’s Pro Rata Portion of the Covered Shares: (x) in favor of the adoption of the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, ; and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (iiy) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A1) any merger, consolidation merger or business combination involving the Company or any of its Subsidiaries merger agreement (other than the Proposed Transaction; (B) any saleMerger and the Merger Agreement), lease or transfer consolidation, combination, sale of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (2) any amendment of the certificate of incorporation or bylaws of the Company or other proposal or transaction involving the Company or any of if its Subsidiaries; , which amendment or other transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or change in any manner the voting rights of capital stock of the Company, (D3) any other action that is intendedaction, proposal, transaction or could agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Principal Stockholder under this Agreement Agreement, (4) any Takeover Proposal and (5) any action, proposal, transaction or otherwise impede, agreement that would reasonably be expected to compete with or would reasonably be expected to interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction Merger. Notwithstanding any reference in this paragraph to actions by written consent, Principal Stockholders shall have no obligation to execute any written consent in lieu of a meeting with respect thereto for the purpose of approving the principal terms of the Merger and the Merger Agreement unless the Company shall have requested that such approval and adoption be effected through the execution of any such written consent, in which case Principal Stockholders shall execute such consent. For purposes of this Agreement (each x) “Covered Shares” means an aggregate number of (ii) Subject Shares equal to 40% of the outstanding shares of Company Common Stock entitled to vote at the applicable meeting, or act by written consent, in respect of the applicable matter and (iii), y) Pro-Rata Portion means a “Competing Transaction”). (b) If Stockholder is fraction equal to a Principal Stockholder’s Subject Shares divided by the beneficial owner, but not the record holder, Subject Shares of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Principal Stockholders.

Agreement to Vote Shares. (a) Prior to Until the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders shareholders of the Company Target, however called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of Target with respect to any of the Companyfollowing, Stockholder (in Stockholder’s capacity as such) Shareholder shall appear at vote all of the meeting Shares or otherwise cause all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote voted: (i) in favor of approval (1) the Merger and the other Transactions, including all actions and transactions contemplated by the Proxy Statement, and (2) any other actions properly presented to holders of shares of capital stock of Target in furtherance of the MergerMerger Agreement, the Merger Agreement and the other actions and transactions contemplated thereby (collectively, by the “Proposed Transaction”), Merger Agreement or the Proxy Statement; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Merger Agreement or consummation of the Merger and the other transactions contemplated by the Merger Agreement or the Proxy Statement; and (iii) except as otherwise agreed in writing in advance by Parent, against any the following actions (other than in furtherance of the following (to consummation of the extent unrelated to Merger and the Proposed Transactionactions contemplated by the Merger Agreement or the Proxy Statement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Target or any of its Subsidiaries other than the Proposed TransactionSubsidiaries; (B) any a sale, lease or transfer of all or substantially all a material amount of the assets of the Company Target or any of its Subsidiaries; (C) the issuance of shares of capital stock of Target in connection with any reorganizationsuch transaction described in the foregoing clause (A) or clause (B), recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) (1) any change in a majority of the persons who constitute the board of directors of Target; (2) any change in the present capitalization of Target or any amendment of Target’s articles of incorporation or bylaws; (3) any other material change in Target’s corporate structure or business; or (4) any action that is intended, or could reasonably be expected expected, in any manner to result in a breach of any covenantimpede, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impedefrustrate, prevent, nullify, interfere with, delay, postpone, discourage or otherwise adversely affect the consummation of the Proposed Transaction (each Merger or any of (ii) and (iii)the other Transactions, in accordance with the terms thereof, or the Proxy Statement, including, without limitation, any action which could result in a “Competing Transaction”)breach in any respect of any covenant, representation, or warranty or other obligation or agreement of Target under the Merger Agreement or this Agreement. (b) If Stockholder is the beneficial owner, but Shareholder shall not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and enter into any nominees agreement or understanding with any person to vote all or give instructions in any manner inconsistent with or violative of the Shares in accordance with this Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 34.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, the Stockholder (in Stockholder’s capacity as such) shall, or shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes holder of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreementrecord on any applicable record date to, vote the Shares: (i) in favor of approval the adoption of the MergerMerger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), Agreement; (ii) against the approval or adoption of any proposal matter made in opposition to, or in competition with, consummation of the Proposed TransactionOffer, the Merger or any other transaction contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the extent unrelated to Offer, the Proposed TransactionMerger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation consolidation, business combination, sale of assets, reorganization or business combination involving recapitalization of the Company or any subsidiary of its Subsidiaries other than the Proposed Transaction; Company with any party, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any subsidiary of its Subsidiaries; the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of its Subsidiaries; or the Company, (D) any other action material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any matter that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement or the consummation of any of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)foregoing. (b) If Stockholder is In the beneficial owner, but not the record holder, event that a meeting of the Sharesstockholders of the Company is held, the Stockholder agrees to take all actions necessary to shall, or shall cause the holder of record holder and on any nominees applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote all or give instructions in any manner inconsistent with the terms of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with this Section 3.

Agreement to Vote Shares. (a) Prior to Until the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders Securityholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyCompany with respect to any of the following, Stockholder each Securityholder agrees that it shall, or shall cause the holder of record on any applicable record date to, (in Stockholder’s capacity as suchi) shall appear at the such meeting or otherwise cause the all Subject Shares to be counted as present thereat for purposes of establishing calculating a quorum and, and (ii) vote the Subject Shares that such Securityholder is entitled to vote at any applicable regular or special meeting of the extent not voted by stockholders of the persons appointed as proxies pursuant to this Agreement, vote Company or deliver a written consent in respect of such Securityholder’s Subject Shares: (ia) in favor of (i) adoption of the Merger Agreement and approval of the Merger, and (ii) each of the actions contemplated by the Merger Agreement and in respect of which approval of the other transactions contemplated thereby Company’s stockholders is requested; and (collectively, the “Proposed Transaction”), (iib) against the approval or adoption of (i) any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to result in would constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder the Securityholder under this Agreement or otherwise that reasonably would be expected to prevent, impede, frustrate, interfere with, delay, postpone, discourage delay beyond the Outside Date or materially and adversely affect the consummation Merger or any of the Proposed Transaction (each of other transactions contemplated by the Merger Agreement, (ii) and any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company Charter or Company Bylaws (other than by an amendment or change specified in the Merger Agreement) or (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, any proposal or action that would result in any of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all conditions set forth in Article VI of the Shares in accordance with Section 3Merger Agreement not being fulfilled; provided, however, that Prior to the extent Stockholder’s beneficial ownership does Expiration Date, the Securityholder covenants it shall not include take any action that would make any representation or warranty of the right Securityholder contained in this Agreement untrue or power incorrect or prevent or disable the Securityholder from performing any of its obligations under this Agreement. Notwithstanding the foregoing, the parties hereto agree that the obligations of the Securityholder in this Section 3 shall be of no further effect for so long as the Board has effected a Change of Board Recommendation pursuant to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Merger Agreement.

Agreement to Vote Shares. The Stockholders agree to: (a) Prior appear, or cause the record holder of any Shares on the applicable record date (each a “Record Holder”) to the Expiration Date, subject to the terms and conditions hereofappear (in person or by proxy), at every any annual or special meeting of the stockholders holders of the Company calledCommon Stock for the purpose of obtaining a quorum, or, if holders of the Common Stock are permitted or required to vote their shares through the execution of an action by written consent, the Stockholders, jointly and severally, agree to execute or cause all Record Holders to execute such consent, and at every adjournment (b) vote (or postponement thereofexecute consents or proxies with respect to), and on every action cause each Record Holder to vote (or approval by written consent of the stockholders of the Companyexecute consents or proxies with respect to), Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed and any New Shares (as proxies pursuant to this Agreement, vote defined in Section 8 hereof) (i) in favor of adoption and approval of the MergerMerger Agreement, including each other actions, agreements and transactions contemplated by or in furtherance of the Merger Agreement Agreement, at every meeting (or in connection with any action by written consent) of the holders of the Common Stock at which such matters are considered and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), at every adjournment thereof and (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, would compete with or could reasonably be expected serve to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is transactions contemplated by the beneficial owner, but not the record holder, of the Shares, Merger Agreement. Each Stockholder agrees to take all actions necessary deliver or cause each Record Holder of any Shares or New Shares of such Stockholder to cause deliver to the record holder Company upon request a proxy, substantially in the form of Annex B attached hereto, for any such stockholder meeting (or action by written consent), which proxy shall be coupled with an interest and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that irrevocable to the extent Stockholder’s beneficial ownership does not include permitted under Delaware law, with the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder total number of Shares and any nominee to vote New Shares beneficially owned by such shares in accordance with Section 3Stockholder correctly indicated thereon.

Agreement to Vote Shares. Each Stockholder hereby agrees that during ------------------------ the period commencing on the date hereof and continuing until the first to occur of (a) Prior to the Expiration DateEffective Time (as defined in the Merger Agreement), subject to (b) the termination of the Merger Agreement in accordance with its terms and conditions hereofor (c) October 15, 1998, at every meeting of the stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyCompany with respect to any of the following, the Stockholder (in Stockholder’s capacity as such) shall appear at the meeting vote or otherwise cause the Shares to be present thereat for purposes voted all of establishing a quorum and, to the extent not voted by Common Stock that it beneficially owns on the persons appointed as proxies pursuant to this Agreement, vote record date of any such vote: (i) in favor of approval of the Merger, the adoption of the Merger Agreement and the other transactions contemplated thereby (collectively, approval of the “Proposed Transaction”), terms thereof and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, following actions (other than the Proposed Transaction, Merger and (iii) against any of the following (to transactions contemplated by the extent unrelated to the Proposed TransactionMerger Agreement): (A1) any merger, consolidation or other business combination involving the Company or any of its Subsidiaries other than the Proposed Transactionsubsidiaries; (B2) any a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries; (C) any subsidiaries or a reorganization, recapitalization, dissolution, dissolution or liquidation of the Company or winding up its subsidiaries that under applicable law requires the approval of the Company's stockholders; (3) (a) any change in the majority of the board of directors of the Company (except to fill a vacancy or vacancies in such board of directors resulting from the death or permanent disability of a member thereof); (b) any material change in the present capitalization of the Company or any amendment of its Subsidiariesthe Company's Certificate of Incorporation or By-laws that under applicable law requires the approval of the Company's stockholders; (c) any other material change in the Company's corporate structure or business that under applicable law requires the approval of the Company's stockholders; or (Dd) any other action that under applicable law requires the approval of the Company's stockholders which is intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or materially adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Merger or the transactions contemplated by the Merger Agreement or this Agreement. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. During the Option Period (a) Prior to the Expiration Date, subject to the terms and conditions hereofas ------------------------ defined in Section 2.2), at every any meeting of the stockholders of Company called to consider and vote upon the Company calledadoption of the Merger Agreement (and at any and all postponements and adjournments thereof), and at every adjournment or postponement thereof, and on every in connection with any action or approval to be taken in respect of the adoption of the Merger Agreement by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting vote or otherwise cause the Shares to be present thereat for purposes voted (including by written consent, if applicable) all of establishing a quorum andthe Subject Shares, to the extent not voted by the persons appointed as proxies pursuant to this Agreementwhether issued, vote (i) heretofore owned or hereinafter acquired, in favor of approval the adoption of the Merger, the Merger Agreement and in favor of any other matter necessary for the other consummation of the transactions contemplated thereby by the Merger Agreement and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Option Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (collectively, the “Proposed Transaction”as hereinafter defined) (and at any and all postponements and adjournments thereof), (ii) against the approval or adoption and in connection with any action to be taken in respect of any proposal made in opposition toOther Proposal by written consent of stockholders of Company, Stockholder shall vote or in competition withcause to be voted (including by written consent, the Proposed Transaction, and (iiiif applicable) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets Subject Shares against such Other Proposal. For purposes of this Agreement, the Company or term "Other Proposal" means any of its Subsidiaries; (Ca) any reorganization, recapitalization, dissolution, liquidation or winding up of Acquisition Proposal (as defined in the Company or any of its Subsidiaries; Merger Agreement) or (Db) any other action that which is intended, intended or could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage delay or materially and adversely affect the consummation contemplated economic benefits to Parent of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, Merger or any of the Shares, Stockholder agrees to take all actions necessary to cause other transactions contemplated by the record holder and any nominees to vote all of the Shares in accordance with Section 3Merger Agreement or this Agreement; provided, however, that neither the Merger nor any other transaction contemplated by the Merger Agreement to be consummated by Company, Parent or Purchaser in connection with the extent Stockholder’s beneficial ownership does Merger shall constitute an Other Proposal. Stockholder shall not include enter into any agreement or understanding with any person or entity the right effect of which would be inconsistent or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause violative of the record holder provisions and any nominee to vote such shares agreements contained in accordance with this Section 31.1.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company First Foundation called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action action, consent or approval (including by written consent consent) of the stockholders of the CompanyFirst Foundation, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting agrees to vote, or otherwise cause to be voted, or give consent with respect to, all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (ia) in favor of (i) approval of the MergerMerger Agreement, the Merger Agreement and the other transactions contemplated thereby (collectively, by the “Proposed Transaction”)Merger Agreement, (ii) approval of the issuance of shares of First Foundation Common Stock in connection with the Merger, and (iii) any other matter that is required to be approved by the stockholders of First Foundation to facilitate the transactions contemplated by the Merger Agreement; (b) against the approval or adoption of (i) any proposal made in opposition toto approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or in competition withwith the Merger or the transactions contemplated by the Merger Agreement, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Aii) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company First Foundation under the Merger Agreement or of Stockholder under this Agreement Agreement, and (iii) any proposal, transaction, agreement, amendment of the First Foundation Certificate or otherwise First Foundation Bylaws or other action, in each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or adversely affect the consummation of the Proposed Transaction (each Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of (ii) the conditions under the Merger Agreement; and (iii)c) as directed by First Foundation with respect to any postponement, a “Competing Transaction”). recess, adjournment, continuation or other procedural matter at any meeting of the stockholders of First Foundation relating to any of the matters set forth in the foregoing clauses (a) or (b). Any such vote shall be cast (or consent shall be given) If by Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; providedsuch procedures relating thereto so as to ensure that it is duly counted, however, including for purposes of determining that to a quorum is present and for purposes of recording the extent Stockholder’s beneficial ownership does not include the right results of such vote (or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.consent). ​

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, Holder hereby agrees that at every meeting of the stockholders of Accent called with respect to any of the Company calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Accent, Holder shall vote or direct the Companyvoting of all shares of Capital Stock of Accent held or under the control of Holder or any affiliate of Holder (the “Covered Shares”): • in favor of approval and adoption of the Merger Agreement and the Merger, and any other action or approval required in furtherance of the Merger; • in favor of the appointment of the Stockholder (Agent; • in Stockholder’s capacity as such) shall appear at favor of the meeting or otherwise cause approval of the Shares to be present thereat for purposes of establishing a quorum and, escrow agreement related to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) Merger; • in favor of approval of certain compensation arrangements, if any, pursuant to Section 280G of the MergerInternal Revenue Code of 1986, as amended; • against any action, approval or agreement that would compete with, impede, interfere with, or adversely affect the approval of the Merger Agreement, the Merger Agreement and or the other timely consummation of the transactions contemplated thereby (collectivelyby the Merger Agreement; • against any action, the “Proposed Transaction”), (ii) against the approval or adoption agreement that would result in any material breach of a representation, warranty, covenant or agreement of Accent under the Merger Agreement; and • against any proposal made in opposition tofor any extraordinary corporate transaction, such as a recapitalization, dissolution, liquidation, or in competition with, the Proposed Transaction, and (iii) against any sale of the following (to the extent unrelated to the Proposed Transaction): (A) assets of Accent or any merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Proposed Transaction; Merger) between Accent and any Person (Bother than Nanometrics or a Subsidiary of Nanometrics) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action or agreement that is intended, intended or which reasonably could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage postpone or materially adversely affect the consummation of Merger and the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)transactions contemplated by the Merger Agreement. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior Until the earlier to occur of the Effective Time and the Expiration Date, subject to the terms and conditions hereof, at every any meeting of the stockholders Company Stockholders called with respect to any of the Company calledfollowing, and at every adjournment or postponement thereof, and on every action or approval as permitted by written consent of the stockholders of the CompanyMerger Agreement, Stockholder (in Stockholder’s capacity as such) Holder shall appear at such meeting (in person or by proxy) and shall vote the meeting Shares and any New Shares (or otherwise cause the Shares and any New Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote voted) (i) in favor of approval (x) adoption of the Merger, the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby by the Merger Agreement and (collectively, y) any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the “Proposed Transaction”), Merger Agreement and (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) Alternative Transaction Proposal and (B) any merger, consolidation or business combination action involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action Affiliates that is intended, or could would reasonably be expected to (I) result in the breach in any material respect of a breach of any covenantrepresentation, representation or warranty or any other obligation or agreement covenant of the Company under in the Merger Agreement or of Stockholder under this Agreement or otherwise (II) prevent, impede, interfere with, delaydiscourage, postpone, discourage delay or materially and adversely affect the consummation of the Proposed Transaction Merger (each the proposals and actions described in this Section 2(a)(ii), the “Covered Actions”). Until the earlier to occur of the Effective Time and the Expiration Date, Holder shall not approve or otherwise consent to any Covered Actions by written consent. Notwithstanding the foregoing, Holder shall retain at all times the right to vote the Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company Stockholders. Except as expressly set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company Stockholders. Until the earlier to occur of the Effective Time and (iii)the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Actions which conflicts with the terms of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall require Holder to vote in favor of, or otherwise act by written consent with respect to, any amendment to the Merger Agreement or the taking of any action that would result in the amendment, modification, or waiver of any provision therein, in any such case, in a “Competing Transaction”)manner that decreases the amount or changes the form of the Merger Consideration payable to the Company Stockholders or is otherwise materially adverse to the Company Stockholders in their capacity as Company Stockholders. (b) If Stockholder is Holder further agrees that, until the beneficial owner, but not the record holder, earlier to occur of the SharesEffective Time and the Expiration Date, Stockholder agrees Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in favor of any Alternative Transaction Proposal, (B) initiate a stockholders’ vote with respect to take all actions necessary to cause the record holder and any nominees to vote all Alternative Transaction Proposal, or (C) become a member of a “group” (as such term is used in Section 13(d) of the Shares in accordance Exchange Act) with Section 3; provided, however, that respect to any voting securities of the Company with respect to any Alternative Transaction Proposal. Holder hereby revokes any proxy or power of attorney previously granted by Holder with respect to the extent Stockholder’s beneficial ownership does Shares. (c) Holder shall not include and shall not authorize or permit its representatives to directly or indirectly (i) solicit or initiate, or knowingly facilitate or encourage, any inquiries or the right making of any proposal or power offer that constitutes or would reasonably be expected to vote shares beneficially ownedlead to an Alternative Transaction Proposal, Stockholder will (ii) enter into, engage, continue or otherwise participate in any discussions or negotiations regarding, or grant access to or furnish to any Person any non-public information or data with respect to, or to knowingly cooperate in any way that would otherwise reasonably be obligated only expected to use reasonable best efforts lead to, any Alternative Transaction Proposal, (iii) approve, endorse, recommend, execute or enter into any agreement, arrangement, understanding, Contract, commitment or agreement in principle, including any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or similar agreement, with respect to cause an Alternative Transaction Proposal or enter into any agreement, Contract or commitment that contradicts this Agreement or requires the record holder and Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement (an “Alternative Acquisition Agreement”) or (iv) resolve, propose or agree to do any nominee to vote such shares in accordance with Section 3of the foregoing.

Agreement to Vote Shares. Each Shareholder agrees during the term of this Agreement (a) Prior to the Expiration Date, subject to the terms and conditions hereof, as contemplated in Section 8) that at every any meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, Stockholder or in connection with any written consent of shareholders of the Company, to the extent that the matters set forth in Section 1(b) are presented at such meeting or in such written consent and such Shareholder is entitled to vote or consent on such matters, each such Shareholder shall: (in Stockholder’s capacity as sucha) shall appear at the each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a written consent to be delivered) covering, all the extent not voted Shares (whether acquired heretofore or hereafter) that are beneficially owned by such Shareholder or as to which such Shareholder has, directly or indirectly, the persons appointed as proxies pursuant right to this Agreementvote or direct the voting, vote (i) in favor of approval of the MergerMergers, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), thereby; (ii) against the approval any action or adoption of any proposal made in opposition toagreement that, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerknowledge of such Shareholder, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other material obligation or agreement of the Company under contained in the Merger Agreement or of Stockholder under the Shareholder contained in this Agreement Agreement; and (iii) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or, to the knowledge of the Shareholder, would reasonably be expected, to materially and adversely impede, interfere or be inconsistent with, or materially and adversely delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction Mergers or the performance by the Company of its obligations under the Merger Agreement; provided, that if there is any amendment, waiver or modification to the Merger Agreement that is effected after the date hereof that (each A) reduces or has the effect of reducing the Exchange Ratio or the Cash Consideration per share of Company Common Stock, (iiB) and changes the form of all or any portion of the consideration to be provided pursuant to the Merger Agreement in respect of the Shares (iii)the “Merger Consideration”) and/or (C) imposes any material condition to the receipt of Merger Consideration (any such amendment, waiver or modification, a “Competing TransactionMaterial Merger Agreement Change”), this Section 1 shall be inapplicable. (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (aProvided that SNBV has not failed to cure a breach of the Merger Agreement of which it has been notified by 1st Service pursuant to Section 9.1(d) Prior to of the Expiration DateMerger Agreement within the time period specified therein, subject to the terms and conditions hereof, Shareholder agrees that at every any meeting of the stockholders shareholders of the Company called1st Service, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders shareholders of 1st Service at which a proposal of the Companytype set forth in clause (ii) below is presented for consideration by the shareholders of 1st Service, Stockholder Shareholder shall: (in Stockholder’s capacity as suchi) shall appear at the each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of establishing calculating a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, quorum; (ii) vote (ior cause to be voted), in person or by proxy, all the Shares (whether acquired heretofore or hereafter) that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the right to vote or direct the voting, (x) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby Merger; (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iiiy) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation action or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action agreement that is intended, or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under 1st Service contained in the Merger Agreement or of Stockholder under the Shareholder contained in this Agreement Agreement; and (z) against any Acquisition Proposal or otherwise any other action, agreement or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Proposed Transaction (each of (ii) and Merger, the Merger Agreement or this Agreement; and (iii) vote (or cause to be voted), a “Competing Transaction”). in person or by proxy, all the Shares (bwhether acquired heretofore or hereafter) If Stockholder is that are beneficially owned by Shareholder or as to which Shareholder has, directly or indirectly, the beneficial ownerright to vote or direct the voting, but not the record holder, in favor of the Shares, Stockholder agrees proposal to take all actions necessary approve any change-in-control severance benefits which may be cut back pursuant to cause the record holder and any nominees to vote all Section 6(j) of the Shares in accordance with Employment Agreement between 1st Service and Xxxxxx X. Xxxxxxxx (the “Executive”) so that such payments will be exempt from the operation of Section 3; provided, however, that 280G of the Internal Revenue Code and the regulations thereunder and thus may be paid to the extent Stockholder’s beneficial ownership does not include Executive without adverse tax consequences to 1st Service and the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Executive thereunder.

Agreement to Vote Shares. (a) Prior to Until the Expiration Date, subject to the terms and conditions hereofeach Shareholder agrees that, at every meeting of the stockholders shareholders of the Company CABF called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the CompanyCABF, Stockholder such Shareholder (in Stockholdersuch Shareholder’s capacity as such) shall, or shall appear cause the holder of record on any applicable record date to, vote the Shares for which it is entitled to vote at the such meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote such written consent: (i) in favor of approval the adoption of the MergerMerger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), Agreement; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the extent unrelated to Merger and any other transactions contemplated by the Proposed TransactionMerger Agreement): (A) any merger, consolidation consolidation, business combination, sale of assets, or business combination involving the Company reorganization of CABF or any subsidiary of its Subsidiaries other than the Proposed Transaction; CABF, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company CABF or any subsidiary of its Subsidiaries; CABF, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company CABF or any subsidiary of its Subsidiaries; CABF, (D) any material change in the capitalization of CABF or any subsidiary of CABF, or the corporate structure of CABF or any subsidiary of CABF, or (DE) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of Merger or any other transactions contemplated by the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Merger Agreement. (b) If Stockholder is In the beneficial owner, but not the record holder, event that a meeting of the Sharesshareholders of CABF is held, Stockholder agrees to take all actions necessary to each Shareholder shall, or shall cause the holder of record holder and any nominees to vote all of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) No Shareholder shall enter into any agreement or understanding with any Person to vote or give instructions in accordance any manner inconsistent with the terms of this Section 3; provided. (d) Except as expressly set forth in this Section 3, however, that to the extent Stockholder’s beneficial ownership does not include each Shareholder shall retain at all times the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares Shareholder’s Shares in accordance with Section 3such Shareholder’s sole discretion and without any other limitation on matters that are at any time or from time to time presented for consideration to CABF’s shareholders.

Agreement to Vote Shares. a. Each Voting Party shall during the term of this Agreement vote or cause to be voted the Company Voting Shares that he, she or it Beneficially Owns, and shall execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent: (ai) Prior in favor of the Mergers and the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Parent Charter and Bylaws Amendment and the issuance of shares of Parent Common Stock and all shareholder approvals required by the rules of Nasdaq with respect to the Expiration Dateissuance of shares of Parent Common Stock and the Parent Equity Compensation Plan and the adjournment of the Parent Stockholders’ Meeting, subject to the terms and conditions hereofin each case, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, ; and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any proposal or offer from any Person (other than Intermex or any of its Affiliates) concerning (1) a merger, consolidation consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries (each, a “Company Entity”), (2) the issuance or acquisition of shares of capital stock or other than equity securities of any Company Entity, or (3) the Proposed Transactionsale, lease, exchange or other disposition of any significant portion of any Company Entity’s properties or assets; (B) any saleaction, lease proposal, transaction or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or the Merger Subs under the Merger Agreement Agreement; and (C) any action, proposal, transaction or of Stockholder under this Agreement or otherwise agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction Mergers or the fulfillment of the Company’s or the Merger Subs’ conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (each including any amendments to the Company’s certificate of (ii) and (iii), a “Competing Transaction”incorporation or bylaws other than in connection with the Mergers). (b) If Stockholder b. The Voting Parties hereby authorize the Company, the Merger Subs and Intermex to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement and filings with any Governmental Authority whose consent, approval, authorization or waiver is required to consummate the beneficial ownerMergers, but not the record holder, each Voting Party’s identity and ownership of the Shares, Stockholder agrees to take all actions necessary to cause Voting Shares and the record holder and any nominees to vote all nature of the Shares in accordance with Section 3; provided, however, that to the extent Stockholdereach Voting Party’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.obligations under this Agreement. ‌

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company calledcalled with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyCompany with respect to any of the following, Stockholder each Holder irrevocably agrees that it shall vote (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes voted) all of establishing a quorum and, the shares of Common Stock acquired by such Holder pursuant to the extent not voted by the persons appointed as proxies pursuant LiquidMarket Merger set forth under such Holder's signature to this Agreement, vote Agreement (itogether with any shares of Common Stock acquired by such Holder hereafter (including through the exercise of options or similar instruments) the "Subject Securities") (a) in favor of the adoption of the Merger Agreements and the approval of the Merger, terms thereof (with such modifications as the Merger Agreement parties thereto may make (except for modifications that would adversely affect such Holder)) and each of the other transactions contemplated thereby (collectively, by the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Merger Agreements and (iiib) against any of the following (or any agreement to enter into or effect any of the following): (i) prior to the extent unrelated Effective Time, any Takeover Proposal, Material Transaction Proposal (as such terms are defined in the Merger Agreements) requiring the vote of the Company's stockholders or transaction or occurrence which if publicly proposed and offered to the Proposed Transaction): Company and its stockholders (Aor any of them) would be the subject of a Takeover Proposal or Material Transaction Proposal, or (ii) any mergeramendment of the Company's certificate of incorporation or by-laws or other proposal, consolidation action or business combination transaction involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any saleSubsidiaries, lease which amendment or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could transaction would reasonably be expected to result in a breach of any covenant, representation prevent or warranty materially impede or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect delay the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is transactions contemplated by the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3Merger Agreements; provided, however, that the obligations pursuant to this Section 1 shall automatically terminate without any further action on the extent Stockholder’s beneficial ownership does part of the Holder or NBC upon the termination of this Agreement pursuant to Section 5 hereof. Such Holder shall not include commit or agree to take any action inconsistent with the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3foregoing.

Agreement to Vote Shares. The Stockholder hereby agrees that the Stockholder shall, with respect to all of the Shares that Stockholder is entitled to vote (any limitations upon Stockholder's right to vote any Shares is set forth in Exhibit A) at the time: (a) Prior until this Agreement terminates or is terminated pursuant to the Expiration DateSection 6 hereof, subject to the terms and conditions Section 3(d) hereof, at every any meeting of the stockholders holders of the Company Shares, however called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies quorum; (b) until this Agreement terminates or is terminated pursuant to this AgreementSection 6 hereof, vote (isubject to Section 3(d) in favor of approval hereof, at any meeting of the Merger, holders of Shares for the purpose of voting on the Merger Agreement and the other transactions contemplated thereby (collectivelythereby, however called, and at every adjournment or postponement thereof, vote the “Proposed Transaction”), (ii) against Shares or cause the Shares to be voted in favor of the adoption by the Company's stockholders of the Merger Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to waive any dissenters' or adoption appraisal rights it may have in respect of such transaction and any proposal made action required in opposition tofurtherance thereof; (c) until this Agreement terminates or is terminated pursuant to Section 6 hereof, subject to Section 3(d) hereof, at any meeting of the holders of Shares, however called, and at every adjournment or postponement thereof, vote, or in competition withcause the Shares to be voted, the Proposed Transaction, and (iii) against any amendment of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerCompany's Certificate of Incorporation or By-laws or other proposal, consolidation action or business combination transaction involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganizationstockholders, recapitalizationwhich amendment or other proposal, dissolution, liquidation action or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could transaction would reasonably be expected to result in a breach of any covenant, representation prevent or warranty materially impede or any other obligation or agreement delay the consummation of the Company under Merger or the other transactions contemplated by the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction transactions contemplated by this Agreement; and (d) notwithstanding the foregoing provisions of this Section 3, and until this Section 3(d) terminates or is terminated pursuant to Section 6 hereof, so long as (i) each of Parent, Merger Sub and the Company complies in all material respects with its obligations under the Merger Agreement, (ii) the Company elects to terminate the Merger Agreement pursuant to and in compliance with Section 7.1(d)(ii) thereof in connection with a Superior Proposal, (iii) the Alternative Acquisition Agreement providing for the Superior Proposal is (x) entered into with any Person after the date hereof and prior to the Solicitation Period End-Date or entered into thereafter with an Excluded Party prior to the receipt of the Company Stockholder Approvals, and (y) provides for the payment to all holders of Common Stock either all cash consideration or a combination of cash and non-cash consideration where holders of the Company's Common Stock may elect to receive all cash consideration without any cutback or proration based upon the number of other holders so electing (the occurrence of clauses (i), (ii) and (iii) collectively, a "Superior Proposal Event"), a “Competing Transaction”). and (biv) If Stockholder is the beneficial owner, but not the record holder, Board of Directors' recommendation in favor of the Sharesadoption of such Alternative Acquisition Agreement remains in effect and has not been adversely modified or withdrawn, Stockholder agrees then if the Board of Directors or the Independent Committee of the Company request in writing, at any meeting of the holders of Common Stock for the purpose of voting on the Alternative Acquisition Agreement and the transactions contemplated thereby, however called, and at every adjournment or postponement thereof, vote the Shares or cause the Shares to take all actions be voted in favor of the adoption by the Company's stockholders of the Alternative Acquisition Agreement and the approval of the transactions contemplated thereby, including any action reasonably necessary to cause the record holder waive any dissenters' or appraisal rights it may have in respect of such transaction and any nominees to vote all of the Shares action required in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3furtherance thereof.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders of the Company Buyer called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyBuyer, each Stockholder (solely in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares owned by such Stockholder to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (iA) in favor of approval of the MergerTransaction, the Merger Transaction Agreement and the other transactions contemplated thereby thereby, including, without limitation, (i) the issuance of shares or securities which issuance requires approval under the rules of the NASDAQ Stock Market, (ii) any required increase of authorized shares of Common Stock, (iii) any reverse stock split which may required in connection with the Transaction Agreement, and (iv) any amendment to the certificate of incorporation of the Company to restrict a person who is not already an owner of more than 4.99% of the outstanding shares of the Company’s common stock from becoming an owner of more than 4.99% of the outstanding shares of the Company’s common stock (collectively, the “Proposed TransactionProxy Proposals”), and (iiB) against (i) the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Proxy Proposals and (iiiii) against any of the following (to the extent unrelated to the Proposed Transaction): Proxy Proposals): (A1) any merger, consolidation or business combination involving the Company Buyer or any of its Subsidiaries subsidiaries other than the Proposed TransactionProxy Proposals; (B2) any sale, lease or transfer of all or substantially all of the assets of the Company Buyer or any of its Subsidiariessubsidiaries; (C3) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Buyer or any of its Subsidiariessubsidiaries; or (D4) any other action that is intended, or could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (iiB)(i) and (iiiii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, such Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with this Section 3.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders of the Company Buyer called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the CompanyBuyer, each Stockholder (solely in Stockholder’s 's capacity as such) shall appear at the meeting or otherwise cause the Shares owned by such Stockholder to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (iA) in favor of approval of the MergerTransaction, the Merger Transaction Agreement and the other transactions contemplated thereby thereby, including, without limitation, (i) the issuance of shares or securities which issuance requires approval under the rules of the NASDAQ Stock Market, (ii) any required increase of authorized shares of Common Stock, (iii) any reverse stock split which may required in connection with the Transaction Agreement, and (iv) any amendment to the certificate of incorporation of the Company to restrict a person who is not already an owner of more than 4.99% of the outstanding shares of the Company's common stock from becoming an owner of more than 4.99% of the outstanding shares of the Company's common stock (collectively, the “Proposed Transaction”"Proxy Proposals"), and (iiB) against (i) the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, Proxy Proposals and (iiiii) against any of the following (to the extent unrelated to the Proposed Transaction): Proxy Proposals): (A1) any merger, consolidation or business combination involving the Company Buyer or any of its Subsidiaries subsidiaries other than the Proposed TransactionProxy Proposals; (B2) any sale, lease or transfer of all or substantially all of the assets of the Company Buyer or any of its Subsidiariessubsidiaries; (C3) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Buyer or any of its Subsidiariessubsidiaries; or (D4) any other action that is intended, or could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise materially impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (iiB)(i) and (iiiii), a “"Competing Transaction”"). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, such Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with this Section 3.

Agreement to Vote Shares. (a) Prior Each Holder agrees that, unless the Expiration Date has occurred, it shall validly execute and deliver to the Expiration DateCompany, subject on (or effective as of) the second (2nd) Business Day following the date that the Proxy Statement/Prospectus is disseminated by the Company to the terms Company’s stockholders (following the date that the Registration Statement becomes effective), a written consent approving the Business Combination Agreement, the Merger, and conditions hereofany other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement in respect of such Holder’s Company Shares. In addition, unless the Expiration Date has occurred, each Holder irrevocably and unconditionally agrees that at every any meeting of the stockholders holders of the Company calledShares, and at every or any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders holders of Company Shares, with respect to the Business Combination Agreement or any of the Companytransactions contemplated thereby, Stockholder including the Merger, such Holder shall: (in Stockholder’s capacity as suchi) shall appear at the any such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted) (i) in favor of adoption and approval of the Business Combination Agreement, the Merger, and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the Business Combination Agreement, and (ii) against any proposal that conflicts or materially impedes or interferes therewith, including any Company Acquisition Proposal, or would adversely affect or delay the consummation of the transactions contemplated by the Business Combination Agreement. (b) Without limiting any other rights or remedies of Parent, each Holder hereby irrevocably appoints Parent or any individual designated by Parent as such Holder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and in the name, place and stead of such Holder, up to the Expiration Date, to attend on behalf of such Holder any meeting of the Company Stockholders with respect to the matters described in Section 1(a)(ii), to include the Company Shares held by such Holder in any computation for purposes of establishing a quorum andat any such meeting of the Company Stockholders, to vote (or cause to be voted) such Company Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a)(ii) in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Written Consent), in each case, only in the event and to the extent that the Holder fails to timely perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a). The proxyholder may not voted by exercise the persons appointed as proxies proxy granted pursuant to this Section 1(b) on any matter except those provided in Section 1(a), and each Holder may vote its, his or her Company Shares on all other matters, subject to the other applicable covenants, agreements and obligations set forth in this Agreement, vote . (c) The proxy granted by each Holder pursuant to Section 1(b) (i) in favor of approval of will be automatically revoked upon the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”)Expiration Date, (ii) against is coupled with an interest sufficient in law to support, subject to clause (i), an irrevocable proxy and is granted in consideration for Parent entering into the approval or adoption of any proposal made in opposition to, or in competition with, Business Combination Agreement and agreeing to consummate the Proposed Transactiontransactions contemplated thereby, and (iii) against any of is a durable proxy and shall survive the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalizationbankruptcy, dissolution, liquidation death, incapacity or winding up other inability to act by such Holder and shall revoke any and all prior proxies granted by such Holder with respect to the Company Shares held by such Holder. The vote or consent of the Company or any of its Subsidiaries; or (Dproxyholder in accordance with Section 1(b) any other action that is intended, or could reasonably be expected and with respect to result the matters in a breach Section 1(a)(ii) shall control in the event of any covenant, representation conflict between such vote or warranty consent by such proxyholder and a vote or consent by each Holder (or any other obligation or agreement of Person with the power to vote the Company under Shares held by such Holder) with respect to the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”matters in Section 1(a)(ii). (bd) If Stockholder is Prior to the beneficial ownerExpiration Date, but not the record holderexcept as expressly set forth herein, of the Sharesno Holder shall enter into any agreement, Stockholder agrees to take all actions necessary to cause the record holder and understanding or arrangement (whether written or oral) with any nominees Person to vote all of the Shares or give instructions in any manner inconsistent with this Section 1. Any such vote shall be cast, or consent shall be given, in accordance with Section 3; provided, however, such procedures relating thereto so as to ensure that to it is duly counted for purposes of determining that a quorum is present and for purposes of recording the extent Stockholder’s beneficial ownership does not include the right results of such vote or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3consent.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders of the Company calledCompany, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and), to the extent not voted by the persons Person(s) appointed as proxies pursuant to this Agreementunder the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote the Shares: (i) in favor of approval the adoption of the MergerMerger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), any action required in furtherance thereof; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, or would result in a breach of, the Proposed Transaction, and Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the extent unrelated to Merger and any other transactions contemplated by the Proposed TransactionMerger Agreement): (A) any merger, consolidation consolidation, business combination, sale of assets, reorganization or business combination recapitalization of or involving the Company or any of its Subsidiaries other than the Proposed Transaction; Subsidiaries, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company or any of its Subsidiaries; , (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; , (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (DE) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of Merger or any other transactions contemplated by the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Merger Agreement. (b) If Stockholder is In the beneficial owner, but not the record holder, event that a meeting of the SharesStockholders of the Company is held, the Stockholder agrees to take all actions necessary to shall, or shall cause the holder of record holder and on any nominees applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote all or give instructions in any manner inconsistent with the terms of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with this Section 3.

Agreement to Vote Shares. Each Voting Party shall during the term of this Agreement vote or cause to be voted the Company Voting Shares that he, she or it Beneficially Owns, and shall execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent: (ai) Prior in favor of the Mergers and the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Parent Charter and Bylaws Amendment and the issuance of shares of Parent Common Stock and all shareholder approvals required by the rules of Nasdaq with respect to the Expiration Dateissuance of shares of Parent Common Stock and the Parent Equity Compensation Plan and the adjournment of the Parent Stockholders’ Meeting, subject to the terms and conditions hereofin each case, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, ; and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any proposal or offer from any Person (other than Intermex or any of its Affiliates) concerning (1) a merger, consolidation consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries (each, a “Company Entity”), (2) the issuance or acquisition of shares of capital stock or other than equity securities of any Company Entity, or (3) the Proposed Transactionsale, lease, exchange or other disposition of any significant portion of any Company Entity’s properties or assets; (B) any saleaction, lease proposal, transaction or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or the Merger Subs under the Merger Agreement Agreement; and (C) any action, proposal, transaction or of Stockholder under this Agreement or otherwise agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction Mergers or the fulfillment of the Company’s or the Merger Subs’ conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (each including any amendments to the Company’s certificate of (ii) and (iii), a “Competing Transaction”incorporation or bylaws other than in connection with the Mergers). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.

Agreement to Vote Shares. (a) Prior Stockholder agrees during the term of this Agreement to vote the Expiration DateShares [over which such Stockholder has the right to vote as of the applicable record date], subject and to cause any [of its affiliates that are the] holder of record of Shares to vote the terms and conditions hereofShares [over which such affiliate has the right to vote as of the applicable record date]: (i) in favor of the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (the “Stockholder Approval”), at every meeting of the stockholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, ; and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A1) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to agreement which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (2) any action, proposal, transaction or otherwise agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the consummation Stockholder Approval, including any change in any manner to the voting rights of any class of shares of the Proposed Transaction Company (each including any amendments to the certificate of incorporation or bylaws of the Company) (ii) provided, however, that the approval of the authorization or issuance of additional shares of capital stock of the Company not otherwise in breach of the restrictions set forth in Section 3.7 of the Investment Agreement shall not be deemed a change in any manner to the voting rights). [Investor acknowledges and (iii)agrees that nothing in this Agreement shall restrict Stockholder from transferring or selling its Shares; provided, that if such transfer or sale is to an Affiliate of Stockholder, Stockholder shall cause such Affiliate to execute a joinder to this Agreement to be bound by all of the rights, interests and obligations of this Agreement as if such Affiliate were “Competing Transaction”)Stockholder” hereunder.] (b) If Solely in the event of a failure by Stockholder is to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3(a) (including in the beneficial owner, but event a Stockholder does not deliver a completed proxy card to the record holder, of Company with respect to the Sharesmatters contemplated herein at least 10 days prior to the applicable deadline thereof), Stockholder agrees to take all actions necessary to cause the record holder hereby appoints Investor and any nominees designee of Investor, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote all during the term of this Agreement with respect to the Shares in accordance with Section 3; provided3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, however, that shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the extent Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder’s beneficial ownership does not include . Notwithstanding anything to the right or contrary herein, the proxy and power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause of attorney granted hereunder and each other covenant and agreement in this Section 3(b) shall terminate upon the record holder and any nominee to vote such shares in accordance with Section 3termination of this Agreement.

Agreement to Vote Shares. (a) Prior to From the date hereof until the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders of the Company calledCompany, and at every adjournment or postponement thereof, and and, in the case of the following clause (ii) on every action or approval by written consent of the stockholders of the Company, the Stockholder irrevocably and unconditionally agrees and covenants that the Stockholder shall, including by prompt written consent if requested by Parent, vote (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to voted) the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote Subject Shares (i) in favor of approval adoption of the Merger, the Merger Agreement (as the same may be amended from time to time) (provided that with respect to the Written Consent on but not before 5:00 p.m. on the 20th calendar day following the date on which Parent files a Current Report on Form 8-K as referenced in, and meeting the other transactions contemplated thereby (collectivelyrequirements of, the “Proposed Transaction”), penultimate sentence of this Section 1.2) (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any amendment of the following (to the extent unrelated to the Proposed Transaction): (A) any mergerCompany’s certificate of incorporation or bylaws or other proposal, consolidation transaction, agreement or business combination Acquisition Proposal involving the Company or any of its Subsidiaries subsidiaries which amendment or other than the Proposed Transaction; (B) any saleproposal or transaction could be reasonably expected to materially impede, lease frustrate, prevent, interfere with, postpone, delay, discourage, adversely effect or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intendednullify, or could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement and (iii) in favor of any amendment or modification to the proposed certificate of incorporation and bylaws attached as exhibits to the Merger Agreement that may reasonably be requested or suggested by the Securities and Exchange Commission or its staff (it being understood that the Stockholder under this Agreement shall not be obligated to vote for any such amendment or otherwise impede, interfere with, delay, postpone, discourage or modification that would adversely affect the consummation Merger Consideration payable to the Stockholder). In the event that a meeting of the Proposed Transaction stockholders of the Company is held, the Stockholder shall appear at such meeting or otherwise cause the Subject Shares owned by the Stockholder to be counted as present for purposes of establishing a quorum. On, but no earlier than 5:00 p.m. on, the 20th calendar day following the date on which Parent first files a Current Report on Form 8-K with the Securities and Exchange Commission regarding the Merger, which Current Report on Form 8-K shall contain as an exhibit thereto a true, complete and correct copy of the executed Merger Agreement, the Stockholder shall irrevocably execute and deliver with respect to the Subject Shares to the Company its respective counterpart of the form of Written Consent of the stockholders of the Company attached hereto as Exhibit A (each of (ii) and (iii), a the “Competing TransactionWritten Consent”). (b) If . Notwithstanding anything contained in this Agreement, the Stockholder is shall not be required to vote, consent or grant any proxy in favor of any action or proposal that, if approved by the beneficial owner, but not the record holder, stockholders of the SharesCompany, Stockholder agrees to take all actions necessary to cause would extend the record holder and any nominees to vote all of Termination Date (as defined in the Shares in accordance with Section 3; provided, however, that to the extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3Merger Agreement).

Agreement to Vote Shares. (a) Prior to Until the Expiration Date, subject to the terms and conditions hereof, at every meeting of the stockholders of Source called with respect to any of the Company calledfollowing, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Source with respect to any of the Companyfollowing, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum andvote, to the extent not voted by the persons appointed as proxies Company pursuant to this Agreementthe irrevocable proxy in Section 3 hereof, vote the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted): (i) in favor of approval of the Merger, adoption of the issuance of shares of Source Common Stock (as defined in the Merger Agreement) in connection with the Merger (the "SHARE ISSUANCE") and in favor of each of the other actions contemplated by the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), any action required in furtherance thereof; (ii) in favor of an amendment to Source's Articles of Incorporation which shall, among other things, increase the authorized shares of Source Common Stock from 40,000,000 to 100,000,000; (iii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transactionconsummation of the Merger, Share Issuance and the transactions contemplated by the Merger Agreement, including, without limitation, any Acquisition Proposal or Superior Proposal (iiias such terms are defined in the Merger Agreement); and (iv) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation Merger, Share Issuance or any of the Proposed Transaction (each of (ii) and (iii)other transactions contemplated by the Merger Agreement. Prior to the Expiration Date, a “Competing Transaction”Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with this Section 2(a). (b) If Stockholder is Following the beneficial ownerMerger, but not at the record holder2005 annual meeting of stockholders of Source at which any directors are to be elected (the "2005 ANNUAL MEETING"), and at every adjournment or postponement thereof, and every action or approval by written consent of the Sharesstockholders of Source with respect to such meeting, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; providedshall vote, however, that to the extent Stockholder’s beneficial ownership does not include voted by the right Company pursuant to the irrevocable proxy in Section 3 hereof, the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted) in favor of the Stockholder Designated Directors (as defined in the Merger Agreement) that are up for re-election at the 2005 Annual Meeting. Prior to the 2005 Annual Meeting, Stockholder shall not enter into any agreement or power understanding with any person to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and or give instructions in any nominee to vote such shares in accordance manner inconsistent with this Section 32(b).

Agreement to Vote Shares. (a) Prior Stockholder agrees during the term of this Agreement to vote the Expiration DateShares over which such Stockholder has the right to vote as of the applicable record date, subject and to cause any of its affiliates that are the terms and conditions hereofholder of record of Shares to vote the Shares over which such affiliate has the right to vote as of the applicable record date: (i) in favor of the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (the “Stockholder Approval”), at every meeting of the stockholders of the Company called, at which such matters are considered and at every adjournment or postponement thereof, ; and on every action or approval by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (i) in favor of approval of the Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A1) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or could reasonably be expected to agreement which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (2) any action, proposal, transaction or otherwise agreement that would reasonably be expected to impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the consummation Stockholder Approval, including any change in any manner to the voting rights of any class of shares of the Proposed Transaction Company (each including any amendments to the certificate of incorporation or bylaws of the Company) (ii) provided, however, that the approval of the authorization or issuance of additional shares of capital stock of the Company not otherwise in breach of the restrictions set forth in Section 3.7 of the Investment Agreement shall not be deemed a change in any manner to the voting rights). Investor acknowledges and (iii)agrees that nothing in this Agreement shall restrict Stockholder from transferring or selling its Shares; provided, that if such transfer or sale is to an Affiliate of Stockholder, Stockholder shall cause such Affiliate to execute a joinder to this Agreement to be bound by all of the rights, interests and obligations of this Agreement as if such Affiliate were “Competing Transaction”)Stockholder” hereunder. (b) If Solely in the event of a failure by Stockholder is to act in accordance with Stockholder’s obligations as to voting pursuant to Section 3(a) (including in the beneficial owner, but event a Stockholder does not deliver a completed proxy card to the record holder, of Company with respect to the Sharesmatters contemplated herein at least 10 days prior to the applicable deadline thereof), Stockholder agrees to take all actions necessary to cause the record holder hereby appoints Investor and any nominees designee of Investor, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote all during the term of this Agreement with respect to the Shares in accordance with Section 3; provided3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, however, that shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the extent Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Stockholder’s beneficial ownership does not include . Notwithstanding anything to the right or contrary herein, the proxy and power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause of attorney granted hereunder and each other covenant and agreement in this Section 3(b) shall terminate upon the record holder and any nominee to vote such shares in accordance with Section 3termination of this Agreement.

Agreement to Vote Shares. (a) Prior to Until the Expiration Date, subject to the terms and conditions hereofeach Shareholder agrees that, at every meeting of the stockholders shareholders of the Company Elmira called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the CompanyElmira, Stockholder such Shareholder (in Stockholdersuch Shareholder’s capacity as such) shall, or shall appear cause the holder of record on any applicable record date to, vote the Shares for which it is entitled to vote at the such meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote such written consent: (i) in favor of approval the adoption of the MergerMerger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transaction”), Agreement; (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and Mergers or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the extent unrelated to Mergers and any other transactions contemplated by the Proposed TransactionMerger Agreement): (A) any merger, consolidation consolidation, business combination, sale of assets, or business combination involving the Company reorganization of Elmira or any subsidiary of its Subsidiaries other than the Proposed Transaction; Elmira, (B) any sale, lease or transfer of all or substantially all any significant part of the assets of the Company Elmira or any subsidiary of its Subsidiaries; Elmira, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company Elmira or any subsidiary of its Subsidiaries; Elmira, (D) any material change in the capitalization of Elmira or any subsidiary of Elmira, or the corporate structure of Elmira or any subsidiary of Elmira, or (DE) any other action that is intended, or could reasonably be expected to result in a breach of any covenantto, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the consummation of Mergers or any other transactions contemplated by the Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”)Merger Agreement. (b) If Stockholder is In the beneficial owner, but not the record holder, event that a meeting of the Sharesshareholders of Elmira is held, Stockholder agrees to take all actions necessary to each Shareholder shall, or shall cause the holder of record holder and any nominees to vote all of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) No Shareholder shall enter into any agreement or understanding with any Person to vote or give instructions in accordance any manner inconsistent with the terms of this Section 3; provided. (d) Except as expressly set forth in this Section 3, however, that to the extent Stockholder’s beneficial ownership does not include each Shareholder shall retain at all times the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares Shareholder’s Shares in accordance with Section 3such Shareholder’s sole discretion and without any other limitation on matters that are at any time or from time to time presented for consideration to Elmira’s shareholders.

Agreement to Vote Shares. (a) Prior to the Expiration Date, subject to the terms and conditions hereof, at At every meeting of the stockholders shareholders of the Company called, and at every postponement, recess, adjournment or postponement continuation thereof, and on every action action, consent or approval (including by written consent consent) of the stockholders shareholders of the Company, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting Shareholder agrees to vote, or otherwise cause to be voted, or give consent with respect to, all of the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (ia) in favor of (i) approval of the MergerMerger Agreement, the Merger Agreement and the other transactions contemplated thereby (collectivelyby the Merger Agreement, the “Proposed Transaction”), and (ii) any other matter that is required to be approved by the shareholders of the Company to facilitate the transactions contemplated by the Merger Agreement; (b) against the approval or adoption of (i) any proposal made in opposition toto approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or in competition withwith the Merger or the transactions contemplated by the Merger Agreement, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (Aii) any mergeraction, consolidation proposal, transaction or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement Agreement, (iii) any Acquisition Proposal or otherwise Superior Proposal, and (iv) any proposal, transaction, agreement, amendment of the Company Articles or Company Bylaws or other action, in each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage discourage, frustrate the purposes of or adversely affect the consummation of the Proposed Transaction (each Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of (ii) the conditions under the Merger Agreement; and (iii)c) as directed by First Foundation with respect to any postponement, a “Competing Transaction”). recess, adjournment, continuation or other procedural matter at any meeting of the shareholders of the Company relating to any of the matters set forth in the foregoing clauses (a) or (b). Any such vote shall be cast (or consent shall be given) If Stockholder is the beneficial owner, but not the record holder, of the Shares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares by Shareholder in accordance with Section 3; providedsuch procedures relating thereto so as to ensure that it is duly counted, howeverincluding for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Shareholder hereby irrevocably and unconditionally waives, that and agrees not to exercise, any rights of appraisal, any dissenters’ rights and any similar rights relating to the extent Stockholder’s beneficial Merger that Shareholder may directly or indirectly have by virtue of the ownership does not include of any Shares if the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any nominee to vote such shares in accordance with Section 3.Effective Time occurs. ​

Agreement to Vote Shares. The Stockholders agree to: (a) Prior appear, or cause the record holder of any Shares on the applicable record date (each a "Record Holder") to the Expiration Date, subject to the terms and conditions hereofappear (in person or by proxy), at every any annual or special meeting of the stockholders of the Company calledfor the purpose of obtaining a quorum, and at every adjournment or postponement thereofor, and on every action or approval by written consent of the if stockholders of the CompanyCompany are permitted or required to vote their shares through the execution of an action by written consent, Stockholder the Stockholders, jointly and severally, agree to execute or cause all Record Holders to execute such consent, and (in Stockholder’s capacity as suchb) shall appear at the meeting vote (or otherwise execute consents or proxies with respect to), and cause each Record Holder to vote (or execute consents or proxies with respect to), the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed and any New Shares (as proxies pursuant to this Agreement, vote defined in Section 8 hereof) (i) in favor of adoption and approval of the Merger, the Merger Agreement and the Transaction, including each other actions, agreements and transactions contemplated thereby (collectivelyby or in furtherance of the Merger Agreement, the “Proposed Transaction”)Transaction and this Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment thereof and (ii) against the approval any action or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of its Subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries; or (D) any other action that is intended, would compete with or could reasonably be expected serve to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay, postponediscourage, discourage or adversely affect or inhibit the timely consummation of the Proposed Transaction (each of including any Third Party Acquisition (ii) and (iiias such term is defined in the Merger Agreement), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the Shares, . Each Stockholder agrees to take all actions necessary deliver or cause each Record Holder of any Shares or New Shares of such Stockholder to cause deliver to Holdings upon request a proxy, substantially in the record holder form of ANNEX B attached hereto, for any such stockholder meeting (or action by written consent), which proxy shall be coupled with an interest and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that irrevocable to the extent Stockholder’s beneficial ownership does not include permitted under Delaware law, with the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder total number of Shares and any nominee to vote New Shares beneficially owned by such shares in accordance with Section 3Stockholder correctly indicated thereon.