Common use of Agreement to Vote the Shares Clause in Contracts

Agreement to Vote the Shares. Until the Termination Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners with respect to any of the following matters, the Stockholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respect.

Agreement to Vote the Shares. Until Each Stockholder hereby irrevocably and unconditionally agrees that from the Termination date hereof until the termination of this Agreement (the “Expiration Time”), at any meeting (whether annual or special and each adjourned or postponed meeting) of PartnersBancShares’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners with respect to any of the following matters, the such Stockholder will: will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and establishing a quorum; and (ii) vote or cause to be voted all of such the Shares, (A) in favor of (I) the approval of the issuance of the shares of BancShares capital stock pursuant to the Merger Agreement, (B) in favor of any proposals for the approval and adoption of the Merger and Agreement or any other proposal submitted to the other BancShares stockholders pursuant to or necessary for the consummation of the transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners VoteAgreement, (BC) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners BancShares by the Board of Directors of Partners BancShares concerning such Acquisition Proposal Proposal, and (y) without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (CD) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), inconsistent with this Agreement or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (DE) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of Partners in BancShares under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by the Merger Agreement. In the event that, after the date hereof and prior to the termination of the Merger Agreement, a bona fide Acquisition Proposal (I) shall have been communicated to or otherwise made known to the Board of Directors or senior management of BancShares or (II) shall have been made directly to the stockholders of BancShares or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the BancShares Meeting) an Acquisition Proposal, in any material each case with respect or in any representation or warranty of Partners in to BancShares, and thereafter the Merger Agreement becoming untrue is terminated without the Requisite BancShares Vote having been obtained, then each Stockholder hereby irrevocably and unconditionally agrees that from the date hereof until the date that is six (6) months after the date of the termination of the Merger Agreement, at any meeting (whether annual or incorrect in special and each adjourned or postponed meeting) of BancShares’ stockholders, however called, such Stockholder will vote or cause to be voted all Shares against any material respectAcquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), without regard to any recommendation to the stockholders of BancShares by the Board of Directors of BancShares concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal; provided, however, that with respect to clause (I) above, such obligation with respect to a Stockholder who is not on the Board of Directors or a member of senior management of BancShares shall be limited to such Stockholder’s actual knowledge of such Acquisition Proposal.

Agreement to Vote the Shares. Until the Termination TimeTime (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersFNCB’s shareholders, however called, and on every action or approval by written consent of the stockholders shareholders of Partners FNCB with respect to any of the following matters, the Stockholder Shareholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners FNCB Meeting, if (x) as of the time for which Partners FNCB Meeting is originally scheduled, there are insufficient shares of Partners FNCB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners FNCB Meeting or (y) on the date of Partners FNCB Meeting, Partners FNCB has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners FNCB Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners FNCB by the Board of Directors of Partners FNCB concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate FNCB Articles and Partners FNCB Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners FNCB in the Merger Agreement in any material respect or in any representation or warranty of Partners FNCB in the Merger Agreement becoming untrue or incorrect in any material respect.

Agreement to Vote the Shares. Until The Shareholder hereby irrevocably and unconditionally agrees that from the Termination Timedate hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersthe Company’s shareholders, however called, and on every action or approval by written consent of the stockholders shareholders of Partners the Company with respect to any of the following matters, the Stockholder Shareholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I1) the approval of the Merger Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement and (II2) the adjournment or postponement of Partners the Company Meeting, if (x) as of the time for which Partners the Company Meeting is originally scheduled, there are insufficient shares of Partners Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the Company Meeting or (y) on the date of Partners the Company Meeting, Partners the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Company Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners the Company by the Board of Directors of Partners the Company concerning such Acquisition Proposal Proposal, and (y) without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners the Company Certificate and Partners the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners the Company in the Merger Agreement in any material respect or in any representation or warranty of Partners the Company in the Merger Agreement becoming untrue or incorrect in any material respectincorrect.

Agreement to Vote the Shares. Until Shareholder, in his or her capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the Termination TimeDate (the "Voting Period"), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholders, however called, and on every action the holders of any class or approval by written consent classes of the stockholders capital stock of Partners the Company, called with respect to any of the following matters, or in connection with the Stockholder will: (i) appear at such meeting or otherwise cause all written consent of the Shares holders of any class or classes of the capital stock of the Company with respect to be counted as present thereat for purposes any of calculating and establishing a quorum; and the following, Shareholder shall vote (ii) vote or cause to be voted all of such Sharesvoted) his or her Shares Beneficially Owned by Shareholder, whether owned on the date hereof or hereafter acquired, (Ax) in favor of (I) the approval of the Merger Agreement, terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would 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 under the Merger Agreement or of Shareholder under this Agreement, and (IIz) except as otherwise agreed to in writing in advance by Cornerstone, against the adjournment following actions or postponement proposals (other than the transactions contemplated by the Merger Agreement or this Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of Partners Meetingits subsidiaries and any Acquisition Proposal; (ii) a sale, if lease or transfer of a significant part of the assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (xeach of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, this Agreement (or their successors who were so approved); (B) against any Acquisition Proposal, without regard to change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws; (xC) any recommendation to other material change in the stockholders Company's corporate structure or business; or (D) any other action or proposal involving the Company or any of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposalits subsidiaries that is intended, or other proposal made in opposition could reasonably be expected, to prevent, impede, or that is otherwise in competition interfere with, delay, postpone or inconsistent with adversely affect the transactions contemplated by the Merger Agreement; provided that, (Cnothing contained in this Agreement shall prevent Shareholder from considering or negotiating, solely in his capacity as a director of the Company, an Acquisition Proposal in accordance with Section 4.1 or Section 7.1(viii) against of the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall 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. Shareholder agrees not to enter into any agreement, amendment letter of intent, agreement in principle or understanding with any agreement person that violates or amendment of any organizational document (including Partners Certificate and Partners Bylaws), conflicts with or any other action that is intended or would could reasonably be expected to prevent, impede, interfere with, delay, postpone violate or discourage any of conflict with the transactions contemplated by provisions and agreements contained in this Agreement or the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respectAgreement.

Agreement to Vote the Shares. Until The Shareholder hereby agrees that from the Termination Timedate hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholdersMidSouth’s shareholders, however called, and on every action or approval by written consent of the stockholders of Partners with respect to any of the following matters, the Stockholder will: Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and establishing a quorum; and (ii) vote or cause to be voted all of such the Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger Agreement and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners VoteAgreement, (B) in favor of any proposal to adjourn or postpone such meeting of MidSouth’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement, (C) against any Acquisition Proposal, Proposal without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (CD) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate MidSouth Articles and Partners MidSouth Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, or interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (DE) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners MidSouth in the Merger Agreement; provided, that in each case, the Merger Agreement shall not have been amended or modified without the Shareholder’s consent (i) to decrease the Merger Consideration payable to the shareholders of MidSouth pursuant to the Merger Agreement in any material respect or in any representation or warranty effect on the date of Partners in this Agreement, (ii) to change the form of Merger Consideration payable to the shareholders of MidSouth pursuant to the Merger Agreement becoming untrue in effect on the date of this Agreement, or incorrect (iii) that otherwise affects the Shareholder in any material respecta manner materially adverse to such Shareholder; provided, further, that in the event that the Board of Directors of MidSouth (x) has submitted the Merger Agreement to the shareholders of MidSouth without a recommendation in favor of the Merger Agreement, or (y) has submitted the Merger Agreement to the shareholders of MidSouth with a recommendation in favor of the Merger Agreement but subsequently withdraws a recommendation in favor of the Merger Agreement, the Shareholder shall be released from its obligations under this Section 1 unless and until such time as the Board of Directors of MidSouth recommends that the shareholders of MidSouth approve the Merger Agreement.

Agreement to Vote the Shares. Until the Termination Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ LINK’s stockholders, however called, and on every action or approval by written consent of the stockholders of Partners LINK with respect to any of the following matters, the Stockholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners the LINK Meeting, if (x) as of the time for which Partners the LINK Meeting is originally scheduled, there are insufficient shares of Partners LINK Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the LINK Meeting or (y) on the date of Partners the LINK Meeting, Partners LINK has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners LINK Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners LINK by the Board of Directors of Partners LINK concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate LINK Articles and Partners LINK Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners LINK in the Merger Agreement in any material respect or in any representation or warranty of Partners LINK in the Merger Agreement becoming untrue or incorrect in any material respect.

Agreement to Vote the Shares. Until The Stockholder hereby irrevocably and unconditionally agrees that from the Termination Timedate hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ the Company’s stockholders, however called, and on every action or in any other circumstances upon which a vote, consent or other approval by written consent of the stockholders of Partners with respect to any of the following mattersis sought, the Stockholder will: , to the extent that the Stockholder’s Shares are entitled to vote thereon and when a meeting concerning the Transactions (as defined below) is held, (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and establishing a quorum; and (ii) vote or cause to be voted voted, including by proxy or by delivering a written consent, all of such the Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by approval and adoption of the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as each of the time for which Partners Meeting is originally scheduledtransactions contemplated thereunder (collectively, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote“Transactions”), (B) against any Acquisition ProposalProposal (other than the Merger), without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment to the Company Certificate of any agreement Incorporation or amendment the bylaws of any organizational document (including Partners Certificate and Partners Bylaws), or any other action the Company that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone materially impede or discourage any materially delay the consummation of the transactions contemplated Merger, (D) in favor of any proposal to adjourn or postpone any such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve and adopt the Merger Agreement on the date on which such meeting is held if such adjournment or postponement is requested by Nano or the Company in accordance with Section 6.3 of the Merger Agreement and (DE) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement or other obligation of Partners in the Company under the Merger Agreement or that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger. Except as set forth in this Section 1(a), nothing in this Agreement shall restrict the Stockholder from voting in favor of, against or abstaining with respect to any material respect or in any representation or warranty matter presented to the stockholders of Partners in the Merger Agreement becoming untrue or incorrect in any material respectCompany.

Agreement to Vote the Shares. Until the Termination Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ the Company’s stockholders, however called, and on every action or approval by written consent of the stockholders of Partners the Company with respect to any of the following matters, the Stockholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners the Company Meeting, if (x) as of the time for which Partners the Company Meeting is originally scheduled, there are insufficient shares of Partners Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the Company Meeting or (y) on the date of Partners the Company Meeting, Partners the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Company Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners the Company by the Board of Directors of Partners the Company concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners the Company Certificate and Partners the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners the Company in the Merger Agreement in any material respect or in any representation or warranty of Partners the Company in the Merger Agreement becoming untrue or incorrect in any material respect.

Agreement to Vote the Shares. Until The Stockholder agrees that, during the Termination TimeSupport Period, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners the Company or any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought, with respect to the Merger, the Merger Agreement or any of the following mattersAcquisition Proposal, the Stockholder willshall: (ia) if a meeting is held, appear at such meeting or otherwise cause all of the Shares to be counted as present thereat at such meeting for purposes of calculating and establishing a quorum; and (iib) vote (or cause to be voted voted) all of such the Shares, : (Ai) in favor of (I) adoption of the Merger Agreement and the approval of the Merger Agreement, the Merger and the other transactions contemplated by Transactions as to which stockholders of the Company are called upon to vote or consent in favor of any matter that would reasonably be expected to facilitate the consummation of the Merger; (ii) against any action or agreement that would reasonably be expected to result in any of the Offer Conditions or the conditions to the Merger under the Merger Agreement and not being fulfilled; (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (Biii) against any Acquisition ProposalProposal or any action, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposalagreement, transaction or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action matter that is intended to (to the actual knowledge of the Stockholder), or would reasonably be expected to preventto, impede, interfere with, delay, postpone postpone, prevent, discourage or discourage any materially and adversely affect the consummation of the transactions contemplated by the Merger Agreement and all other Transactions; and (Div) against any actionchange in or to the Company Board that is not recommended or approved by the Company Board, agreementor any change in or to the present capitalization, transaction corporate structure, Certificate of Incorporation or proposal bylaws of the Company that would reasonably be expected is not consented to result by Parent. During the Support Period, the Stockholder shall not propose, take, commit or agree to take any action inconsistent with the foregoing in a breach this Section 2. The Stockholder shall retain at all times the right to vote all of any representation, warranty, covenant, agreement or other obligation of Partners the Shares in the Merger Agreement Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 2 that are at any material respect time or in any representation or warranty of Partners in from time to time presented for consideration to the Merger Agreement becoming untrue or incorrect in any material respectCompany’s stockholders generally.

Agreement to Vote the Shares. Until (a) From and after the Termination exercise of the Options in accordance with this Agreement and until the earlier to occur of (A) the Effective Time, (B) the Expiration Date and (C) the termination of the Merger Agreement in accordance with the terms thereof , at every meeting of the stockholders of the Company called with respect to any meeting (whether annual or special of the following, and each adjourned or postponed meeting) of Partners’ stockholders, however calledat every adjournment thereof, and on every action or approval by written consent of the stockholders of Partners the Company with respect to any of the following mattersfollowing, the Stockholder will: Holder shall (iunless the Holder grants a proxy pursuant to Section 4(c) below) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct and shall vote or consent the business Shares and any New Shares (i) in favor of Partners Meeting adoption of the Merger Agreement and the approval of the transactions contemplated thereby (as the Merger Agreement may be modified or amended so long as the Merger Consideration is not reduced), and (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (Bii) against any Acquisition Proposalproposal for any recapitalization, without regard to (x) any recommendation to the stockholders merger, sale of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, assets or other proposal made in opposition to business combination (other than the Transaction) between the Company and any person or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), entity other than Parent or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of Partners in the Company under the Merger Agreement or the Holder under this Agreement or which would reasonably be expected to result in any material respect or in any representation or warranty of Partners in the conditions to the Company’s obligations under the Merger Agreement becoming untrue not being fulfilled. This Agreement is intended to bind the Holder as a holder of securities of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 4(a), the Holder shall not be restricted from voting in favor of, against or incorrect abstaining with respect to any other matter presented to the stockholders of the Company. Prior to the termination of this Agreement, the Holder covenants and agrees not to enter into any agreement or understanding with any person to vote or give instructions in any material respectmanner inconsistent with the terms of this Agreement. (b) The Holder further agrees that, until the termination of this Agreement, the Holder will not, and will not permit any entity under the Holder’s control to, (i) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) with respect to an Opposing Proposal (as defined below), (ii) initiate a stockholders’ vote with respect to an Opposing Proposal or (iii) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action or proposal described in clause (ii) of Section 4(a) above.

Agreement to Vote the Shares. Until the Termination TimeTime (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersPFIS’s shareholders, however called, and on every action or approval by written consent of the stockholders shareholders of Partners PFIS with respect to any of the following matters, the Stockholder Shareholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners the PFIS Meeting, if (x) as of the time for which Partners the PFIS Meeting is originally scheduled, there are insufficient shares of Partners PFIS Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the PFIS Meeting or (y) on the date of Partners the PFIS Meeting, Partners PFIS has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners PFIS Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners PFIS by the Board of Directors of Partners PFIS concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate PFIS Articles and Partners PFIS Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners PFIS in the Merger Agreement in any material respect or in any representation or warranty of Partners PFIS in the Merger Agreement becoming untrue or incorrect in any material respect.

Agreement to Vote the Shares. Until the Termination Time, at any meeting 2.1 The Securityholder hereby covenants and irrevocably agrees that it shall: (whether annual a) vote (or special and each adjourned or postponed meetingcause to be voted) of Partners’ stockholders, however called, and on every action or approval by written consent all of the stockholders Locked-Up Securities (to the extent that such Locked-Up Securities are entitled to a vote in respect of Partners with respect to any of the following such matters, the Stockholder will:): (i) appear at such meeting or otherwise cause all in favour of the Shares to be counted as present thereat for purposes approval, consent, ratification and adoption of calculating the Arrangement Resolution, the Arrangement Agreement, and establishing a quorumthe Plan of Arrangement (and any actions required in furtherance thereof) at every meeting of the securityholders of Cangold at which such matters are considered and at every adjournment or postponement thereof, and not withdraw any proxies or change its vote in respect thereof; and (ii) against any resolution proposed by Cangold or any other Person that could adversely affect or reduce the likelihood of the successful completion of the Arrangement or delay or interfere with, the completion of the Arrangement; (b) except as contemplated by this Agreement, not vote or grant to any Person other than Great Panther, or any Person designated by Great Panther, a proxy or form of proxy to vote, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote the Locked-Up Securities (and will cause such Locked-Up Securities not to be voted) in favour of any Acquisition Proposal; (c) deliver, or cause to be voted all delivered, to Cangold's transfer agent, or as otherwise directed by Cangold, after receipt of such Sharesproxy materials for, and no later than five (A5) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on calendar days before the date of Partners the Cangold Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other meeting of the securityholders (or any of them) of Cangold called for the purpose of approving the Arrangement Resolution, the Arrangement Agreement and/or the Plan of Arrangement, a duly executed proxy or form of proxy (or other voting instrument) directing that the Locked-Up Securities be voted at such meeting in favour of the Arrangement Resolution and the foregoing related matters. The Securityholder hereby further agrees that neither it nor any Person on its behalf will take any action to withdraw, amend or invalidate any such proxy (or other voting instrument) unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument); (d) not support any action that is intended or would reasonably could be expected to prevent, impede, interfere with, delay, postpone or discourage any the completion of the transactions contemplated by Arrangement or the Merger Agreement and Plan of Arrangement; and (De) against any action, agreement, transaction or proposal not do anything that would reasonably could be expected to result frustrate or hinder the consummation of the Arrangement or the Plan of Arrangement. 2.2 The Securityholder shall not, and hereby agrees not to: (a) assert or exercise any dissent rights in a breach respect of the Arrangement that the Securityholder may have; or (b) commence or participate in, and shall, and hereby agrees to, take all actions necessary to opt out of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement class in any material class action with respect to, any claim, derivative or otherwise, against Cangold or Great Panther or any of their subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of the Arrangement Agreement or the consummation of the Arrangement. 2.3 The Securityholder hereby revokes any and all previous proxies granted that may conflict or be inconsistent with the matters set forth in this Agreement and the Securityholder agrees not to, directly or indirectly, grant any representation other proxy or warranty power of Partners attorney with respect to the matters set forth in the Merger this Agreement becoming untrue except as expressly required or incorrect in any material respectpermitted by this Agreement.

Agreement to Vote the Shares. Until Shareholder, in his or her capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the Termination TimeDate (the “Voting Period”), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholders, however called, and on every action the holders of any class or approval by written consent classes of the stockholders capital stock of Partners the Company, called with respect to any of the following matters, or in connection with the Stockholder will: (i) appear at such meeting or otherwise cause all written consent of the Shares holders of any class or classes of the capital stock of the Company with respect to be counted as present thereat for purposes any of calculating and establishing a quorum; and the following, Shareholder shall vote (ii) vote or cause to be voted all of such Sharesvoted) his or her Shares Beneficially Owned by Shareholder, whether owned on the date hereof or hereafter acquired, (Ax) in favor of (I) the approval of the Merger Agreement, terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would 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 under the Merger Agreement or of Shareholder under this Agreement, and (IIz) except as otherwise agreed to in writing in advance by Cornerstone, against the adjournment following actions or postponement proposals (other than the transactions contemplated by the Merger Agreement or this Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of Partners Meetingits subsidiaries and any Acquisition Proposal; (ii) a sale, if lease or transfer of a significant part of the assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (xeach of the actions in clauses (i) or (ii), a “Business Combination”); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, this Agreement (or their successors who were so approved); (B) against any Acquisition Proposal, without regard to change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (xC) any recommendation to other material change in the stockholders Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposalits subsidiaries that is intended, or other proposal made in opposition could reasonably be expected, to prevent, impede, or that is otherwise in competition interfere with, delay, postpone or inconsistent with adversely affect the transactions contemplated by the Merger Agreement; provided that, (Cnothing contained in this Agreement shall prevent Shareholder from considering or negotiating, solely in his capacity as a director of the Company, an Acquisition Proposal in accordance with Section 4.1 or Section 7.1(viii) against of the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall 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. Shareholder agrees not to enter into any agreement, amendment letter of intent, agreement in principle or understanding with any agreement person that violates or amendment of any organizational document (including Partners Certificate and Partners Bylaws), conflicts with or any other action that is intended or would could reasonably be expected to prevent, impede, interfere with, delay, postpone violate or discourage any of conflict with the transactions contemplated by provisions and agreements contained in this Agreement or the Merger Agreement and (D) against Agreement. As used in this Agreement, the term “Beneficially Owns” or “Beneficial Ownership” with respect to any actionsecurities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to any agreement, transaction arrangement or proposal that would reasonably be expected to result understanding, whether or not in a breach of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respectwriting.

Agreement to Vote the Shares. Until Each Stockholder hereby irrevocably and unconditionally agrees that, during the Termination TimeSupport Period, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners the Company however called or any adjournment or postponement thereof, or in any other circumstance or action proposed to be taken in which the vote or other approval of the stockholders of the Company is sought, with respect to any of the following mattersMerger, the Merger Agreement or any Acquisition Proposal, each Stockholder willshall: (ia) if a meeting is held, appear at such meeting or otherwise cause all of the Shares to be counted as present thereat at such meeting for purposes of calculating and establishing a quorum; and (iib) vote (or cause to be voted voted) with respect to all of such the Shares, : (Ai) in favor of (I) adoption of the Merger Agreement and the approval of the Merger Agreement, the Merger and the other transactions contemplated by Transactions as to which stockholders of the Company are called upon to vote, or consent in favor of any matter necessary to facilitate the consummation of the Transactions, including any proposal to adjourn or postpone a meeting of the stockholders of the Company to a later date if there are not sufficient votes at the time of the meeting to adopt the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as approve any of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented Transactions; (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (Bii) against any Acquisition Proposalaction, without regard to proposal, offer, indication of interest, transaction or agreement (x) including any recommendation to the stockholders amendment, waiver, release from or non-enforcement of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action ) that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage (A) result in any of the transactions contemplated by conditions to the Offer or the conditions to the Merger under the Merger Agreement and not being fulfilled before the Termination Date or (DB) result in a breach of any covenant, representation, warranty or other obligation or agreement of such Stockholder under this Agreement or the Company under the Merger Agreement; (iii) against any Acquisition Proposal or any action, agreement, transaction or proposal that other matter that, individually or in the aggregate, is intended to, or would reasonably be expected to result in a breach materially impede, delay, or prevent the consummation of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement and all other Transactions; and (iv) against any change in or to the Company Board that is not recommended or approved by the Company Board, or any material respect change in or to the present capitalization, corporate structure or Organizational Documents of the Company that is not consented to by Parent. During the Support Period, such Stockholder shall not propose, take, commit or agree to take any action inconsistent with the foregoing provisions of this Section 2. Each Stockholder shall retain at all times the right to vote all of the Shares in such Stockholder’s sole discretion, and without any representation other limitation, on any matters other than those set forth in this Section 2 that are at any time or warranty of Partners in from time to time presented for consideration to the Merger Agreement becoming untrue or incorrect in any material respectCompany’s stockholders generally.

Agreement to Vote the Shares. Until Each of the Termination TimeStockholders hereby agrees as follows: (a) to appear, or cause the holder of record on any applicable record date with respect to any Shares held of record or Beneficially Owned by such Stockholder (the "RECORD HOLDER") to appear, in person or by proxy, for the purpose of obtaining a quorum at any annual or special meeting of Stockholders of the Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement (as amended from time to time) or any transaction contemplated by the Merger Agreement are considered; (b) at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, the Stockholders of the Company however called, and on every in any action or approval by written consent of the stockholders of Partners with respect to any Stockholders of the following mattersCompany, the Stockholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote vote, or cause to be voted all of such Shares, (A) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners MeetingRecord Holder, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy, the Shares held of record or Beneficially Owned by such Stockholder in favor as required of the Merger, the Merger Agreement (as amended from time to time) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement; and (c) at any meeting of the shareholders of the Company however called, and in any action by consent of the shareholders of the Company, to vote or cause to be voted by the Record Holder, in person or by proxy, the Shares held of record or Beneficially Owned by such Stockholder against (Ci) against any agreement, amendment acquisition or purchase of any agreement or amendment a substantial amount of any organizational document (including Partners Certificate and Partners Bylaws)assets of, or any equity interest in, the Company or any of its Subsidiaries or any tender offer (including a self tender offer) or exchange offer, merger, consolidation, business combination, sale of substantially all assets, sale of securities, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (other action that is intended than the transactions contemplated by the Merger Agreement), (ii) any other proposal or material corporate transaction the consummation of which would or could reasonably be expected to prevent, impede, interfere with, delay, postpone prevent or discourage materially delay the consummation of the Merger or of any of the transactions contemplated by the Merger Agreement and or this Agreement or (Diii) against any action, agreement, transaction proposal or proposal action that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement representation or other obligation warranty of Partners the Company set forth in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respect(collectively, "ADVERSE PROPOSALS").

Agreement to Vote the Shares. Until Shareholder, in his or her capacity as such, hereby agrees that during the period commencing on the date hereof and continuing until the Termination TimeDate (the “Voting Period”), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholders, however called, and on every action the holders of any class or approval by written consent classes of the stockholders capital stock of Partners the Company, called with respect to any of the following matters, or in connection with the Stockholder will: (i) appear at such meeting or otherwise cause all written consent of the Shares holders of any class or classes of the capital stock of the Company with respect to be counted as present thereat for purposes any of calculating and establishing a quorum; and the following, Shareholder shall vote (ii) vote or cause to be voted all of such Sharesvoted) his or her Shares Beneficially Owned by Shareholder, whether owned on the date hereof or hereafter acquired, (Ax) in favor of (I) the approval of the Merger Agreement, terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (y) against any action, proposal, transaction or agreement that would 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 under the Merger Agreement or of Shareholder under this Agreement, and (IIz) except as otherwise agreed to in writing in advance by Cornerstone, against the adjournment following actions or postponement proposals (other than the transactions contemplated by the Merger Agreement or this Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of Partners Meetingits subsidiaries and any Acquisition Proposal; (ii) a sale, if lease or transfer of a significant part of the assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (xeach of the actions in clauses (i) or (ii), a “Business Combination”); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, this Agreement (or their successors who were so approved); (B) against any Acquisition Proposal, without regard to change in the present capitalization of the Company or any amendment of the Company’s articles of incorporation or bylaws; (xC) any recommendation to other material change in the stockholders Company’s corporate structure or business; or (D) any other action or proposal involving the Company or any of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposalits subsidiaries that is intended, or other proposal made in opposition could reasonably be expected, to prevent, impede, or that is otherwise in competition interfere with, delay, postpone or inconsistent with adversely affect the transactions contemplated by the Merger Agreement; provided that, (Cnothing contained in this Agreement shall prevent Shareholder from considering or negotiating, solely in his capacity as a director of the Company, an Acquisition Proposal in accordance with Section 4.1 or Section 7.1(viii) against of the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall 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. Shareholder agrees not to enter into any agreement, amendment letter of intent, agreement in principle or understanding with any agreement person that violates or amendment of any organizational document (including Partners Certificate and Partners Bylaws), conflicts with or any other action that is intended or would could reasonably be expected to prevent, impede, interfere with, delay, postpone violate or discourage any of conflict with the transactions contemplated by provisions and agreements contained in this Agreement or the Merger Agreement and (D) against Agreement. As used in this Agreement, the term “Beneficially Owns” or “Beneficial Ownership” with respect to any actionsecurities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to any agreement, transaction arrangement or proposal that would reasonably be expected to result understanding, whether or not in a breach writing; provided, however, such terms shall not include Shares held of any representation, warranty, covenant, agreement record by Shareholder as Trustee for the Company’s Employee Stock Ownership Plan (the “ESOP”) or other obligation of Partners unallocated Shares in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respectESOP as to which Shareholder may exercise voting power.

Agreement to Vote the Shares. Until The Shareholder hereby irrevocably and unconditionally agrees that from the Termination date hereof until the Expiration Time, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersthe Company’s shareholders, however called, and on every action or approval by written consent of the stockholders of Partners with respect to any of the following matters, the Stockholder will: Shareholder will (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating a quorum and establishing a quorum; and (ii) vote or cause to be voted all of such the Shares, (A) in favor of (I) the approval of the Merger Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners VoteAgreement, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners the Company by the Board of Directors of Partners the Company concerning such Acquisition Proposal Proposal, and (y) without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners the Company Certificate and Partners the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, or interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners the Company in the Merger Agreement; provided, that the foregoing applies solely to the Shareholder in its capacity as a shareholder and, to the extent the Shareholder or any of its officers serves as a member of the board of directors or as an officer of the Company, nothing in this Agreement in shall limit or affect any material respect actions or in omissions taken by the Shareholder or any representation or warranty of Partners its officers solely in the Shareholder’s or such officer’s capacity as a director or officer of the Company and not in violation of the Merger Agreement becoming untrue or incorrect in any material respectAgreement.

Agreement to Vote the Shares. Until During the Termination Timeperiod commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the "Voting Period"), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholders, however called, and on every action the holders of any class or approval by written consent classes of the stockholders capital stock of Partners the Company called with respect to any of the following mattersor in connection with the written consent of the holders of any class or classes of the capital stock of the Company with respect to any of the following, the Stockholder will: Shareholder shall vote (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, voted) the Shares (Ax) in favor of (I) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as terms of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal Purchase Agreements and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any each of the transactions contemplated by the Merger Agreement Purchase Agreements (and any actions required in furtherance thereof), (Dy) against any action, agreementproposal, transaction or agreement that to the knowledge of the Shareholder would constitute 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 under this Agreement or each of the Purchase Agreements or of the Shareholder under this Agreement and (z) against the following actions or proposals (other than the transactions with the Buyer and the shareholders of Vanguard that are contemplated by this Agreement or either of the Purchase Agreements) (collectively, the "Restricted Proposals"): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, and any Company Acquisition Proposal (as defined in the Company Share Exchange Agreement); (ii) a sale, lease or transfer of a significant part of the assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (each of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved), (B) any change in the present capitalization of the Company or any amendment of the Company's articles of incorporation or bylaws, (C) any other material change in the Company's corporate structure or business or (D) any other action or proposal involving the Company or any of its subsidiaries that is intended, or to the knowledge of the Shareholder would reasonably be expected, to prevent, impede or materially interfere with, delay or postpone the transactions contemplated by this Agreement or the Purchase Agreements. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall 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. The Shareholder will not enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with, or could reasonably be expected to result violate or conflict with, the provisions and agreements contained in a breach of any representation, warranty, covenant, agreement this Agreement or other obligation of Partners in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respectPurchase Agreements.

Agreement to Vote the Shares. Until The Shareholder hereby irrevocably and unconditionally agrees that from the Termination Timedate hereof until the Expiration Time (as defined below), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersthe Company’s shareholders, however called, and on every action or approval by written consent of the stockholders shareholders of Partners the Company with respect to any of the following matters, the Stockholder Shareholder will: (i) appear at such meeting or otherwise cause all of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I1) the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II2) the adjournment or postponement of Partners the Company Shareholders Meeting, if (x) as of the time for which Partners the Company Shareholders Meeting is originally scheduled, there are insufficient shares of Partners Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the Company Shareholders Meeting or (y) on the date of Partners the Company Shareholders Meeting, Partners the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Company Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners the Company by the Board of Directors of Partners the Company concerning such Acquisition Proposal Proposal, and (y) without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners the Company Certificate and Partners the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners the Company in the Merger Agreement in any material respect or in any representation or warranty of Partners the Company in the Merger Agreement becoming untrue or incorrect in any material respectincorrect.

Agreement to Vote the Shares. Until Each Shareholder hereby agrees that during the Termination Timeperiod commencing on the date hereof and continuing until the earlier of any termination of the Merger Agreement and the Effective Time (such period, the "Voting Period"), at any meeting (whether annual of the holders of any class or special and each adjourned or postponed meeting) classes of Partners’ stockholdersthe capital stock of the Company, however called, and on every action or approval by at any adjournment thereof, and in connection with any written consent of the stockholders holders of Partners with respect to any class or classes of the following matters, the Stockholder will: (i) appear at such meeting or otherwise cause all capital stock of the Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and Company, such Shareholder shall vote (ii) vote or cause to be voted all of such Shares, voted) the Shares or consent to (Aor cause consent to be given) with respect to the Shares (i) in favor of (I) the Merger, and the adoption and approval of the Merger Agreement, terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement and (II) the adjournment this Agreement and any actions required or postponement of Partners Meeting, if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either reasonably requested by Parent in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Votefurtherance thereof, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (Dii) against any action, agreement, transaction or proposal agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners in the Merger Agreement in any material respect or in of any covenant, representation or warranty or any other obligation or agreement of Partners in the Company under the Merger Agreement becoming untrue or incorrect this Agreement, and (iii) against any Acquisition Transaction other than the Merger (or any other Acquisition Transaction proposed by Parent) and against any proposed action or transaction that would prevent or delay consummation of the Merger (or other Acquisition Transaction proposed by Parent) or is otherwise in any material respectrespect inconsistent therewith. Each Shareholder hereby agrees that such Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be to violate the provisions and agreements contained in this Section 2.

Agreement to Vote the Shares. Until Each Shareholder, in its capacity as such, hereby agrees that during the Termination Timeperiod commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the "Voting Period"), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of Partners’ stockholders, however called, and on every action the holders of any class or approval by written consent classes of the stockholders capital stock of Partners the Company, called with respect to any of the following matters, or in connection with the Stockholder will: (i) appear at such meeting or otherwise cause all written consent of the Shares holders of any class or classes of the capital stock of the Company with respect to be counted as present thereat for purposes any of calculating and establishing a quorum; and the following, it shall vote (ii) vote or cause to be voted all of such Shares, voted) its Shares (Ax) in favor of (I) the approval of the Merger Agreement, terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement (and (II) the adjournment or postponement of Partners Meetingany actions required in furtherance thereof), if (x) as of the time for which Partners Meeting is originally scheduled, there are insufficient shares of Partners Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners Meeting or (y) on the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Vote, (B) against any Acquisition Proposalaction, without regard to (x) any recommendation proposal, transaction or agreement that to the stockholders knowledge of Partners by such Shareholder would constitute a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Board Company or any of Directors its subsidiaries under the Merger Agreement or of Partners concerning such Acquisition Proposal Shareholder under this Agreement, and (yz) except as otherwise agreed to in writing in advance by Parent, against the terms of such Acquisition Proposal, following actions or proposals (other proposal made in opposition to or that is otherwise in competition or inconsistent with than the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Company Acquisition Proposal; (ii) a sale, lease or transfer of a significant part of the assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries (each of the actions in clauses (i) or (ii), a "Business Combination"); and (iii) (A) any change in the persons who constitute the board of directors of the Company that is not approved in advance by at least a majority of the persons who were directors of the Company as of the date of this Agreement (or their successors who were so approved); (B) any change in the present capitalization of the Company or any amendment of the Company's articles or incorporation or bylaws; (C) against any agreement, amendment of any agreement other material change in the Company's corporate structure or amendment of any organizational document business; or (including Partners Certificate and Partners Bylaws), or D) any other action or proposal involving the Company or any of its subsidiaries that is intended intended, or to the knowledge of such Shareholder would reasonably be expected expected, to prevent, impede, or materially interfere with, delay, delay or postpone or discourage any of the transactions contemplated by the Merger Agreement Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and (D) against for purposes of recording the results of such vote or consent. Each Shareholder agrees not to enter into any action, agreement, transaction letter of intent, agreement in principle or proposal understanding with any person that would violates or conflicts with or could reasonably be expected to result violate or conflict with the provisions and agreements contained in a breach of any representation, warranty, covenant, agreement this Agreement or other obligation of Partners in the Merger Agreement in any material respect or in any representation or warranty of Partners in the Merger Agreement becoming untrue or incorrect in any material respectAgreement.

Agreement to Vote the Shares. Until From the Termination Timedate hereof until the Expiration Time (the “Voting Period”), at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholdersthe Company’s shareholders, however called, and on every action or approval by written consent of the stockholders shareholders of Partners the Company with respect to any of the following matters, (x) with respect to all Shares held of record by such Shareholder, each Shareholder hereby irrevocably and unconditionally agrees to and (y) with respect to all of the Stockholder willValue Shares, each of JM and Sr. hereby irrevocably and unconditionally agrees to cause Value to: (i) appear at such meeting or otherwise cause all of the such Shares to be counted as present thereat for purposes of calculating and establishing a quorum; and (ii) vote or cause to be voted all of such Shares, (A) in favor of (I1) the approval adoption of the Merger Agreement, the First-Step Merger and the other transactions contemplated by the Merger Agreement and (II2) the adjournment or postponement of Partners the Company Meeting, if (x) as of the time for which Partners the Company Meeting is originally scheduled, there are insufficient shares of Partners Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Partners the Company Meeting or (y) on the date of Partners the Company Meeting, Partners the Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Partners Company Vote, (B) against any Acquisition Proposal, without regard to (x) any recommendation to the stockholders shareholders of Partners the Company by the Board of Directors of Partners the Company concerning such Acquisition Proposal Proposal, and (y) without regard to the terms of such Acquisition Proposal, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners the Company Certificate and Partners the Company Bylaws), or any other action that is intended or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (D) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Partners the Company in the Merger Agreement in any material respect or in any representation or warranty of Partners the Company in the Merger Agreement becoming untrue or incorrect in any material respectincorrect.

Agreement to Vote the Shares. Until The Stockholder hereby agrees that, during the Termination TimeSupport Period, at any meeting (whether annual or special and each adjourned or postponed meeting) of Partners’ stockholders, however called, and on every action or approval by written consent of the stockholders of Partners the Company however called or any adjournment or postponement thereof, or in any other circumstance or action proposed to be taken in which the vote or other approval of the stockholders of the Company is sought, with respect to the Merger, the Merger Agreement or any of the following mattersAcquisition Proposal, the Stockholder willshall: (ia) if a meeting is held, appear at such meeting or otherwise cause all of the Shares to be counted as present thereat at such meeting for purposes of calculating and establishing a quorum; and (iib) vote (or cause to be voted voted) with respect to all of such the Stockholder’s Shares, : (Ai) in favor of (I) adoption of the Merger Agreement and the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (II) the adjournment or postponement of Partners Meeting, if (x) as to which stockholders of the time for which Partners Meeting is originally scheduledCompany are called upon to vote or consent in favor of any matter that would be reasonably expected to facilitate the consummation of the Merger, including any proposal to adjourn or postpone a meeting of the stockholders of the Company to a later date if there are insufficient shares not sufficient votes at the time of Partners Common Stock represented the meeting to adopt the Merger Agreement or approve any of the transactions contemplated thereby; (either ii) against any action, proposal, transaction or agreement (including any amendment, waiver, release from or non-enforcement of any agreement) that would reasonably be expected to (A) result in person any of the conditions to the Offer or by proxy) the conditions to constitute a quorum necessary to conduct the business of Partners Meeting Merger under the Merger Agreement not being fulfilled before the Termination Date or (yB) on result in a breach of any covenant, representation, warranty or other obligation or agreement of such Stockholder under this Agreement or the date of Partners Meeting, Partners has not received proxies representing a sufficient number of shares necessary to obtain Company under the Requisite Partners Vote, Merger Agreement; (Biii) against any Acquisition ProposalProposal or any action, without regard to (x) any recommendation to the stockholders of Partners by the Board of Directors of Partners concerning such Acquisition Proposal and (y) the terms of such Acquisition Proposalagreement, transaction or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (C) against any agreement, amendment of any agreement or amendment of any organizational document (including Partners Certificate and Partners Bylaws), or any other action matter that is intended to (to the actual knowledge of the Stockholder), or would reasonably be expected to preventto, impede, interfere with, delay, postpone postpone, prevent, discourage or discourage any materially and adversely affect the consummation of the Merger and all other transactions contemplated by the Merger Agreement Agreement; and (Div) against any actionchange in or to the Company Board that is not recommended or approved by the Company Board, agreementor any change in or to the present capitalization, transaction corporate structure, certificate of incorporation or proposal bylaws of the Company that would reasonably be expected is not consented to result by Parent. During the Support Period, the Stockholder shall not propose, take, commit or agree to take any action inconsistent with the foregoing in a breach this Section 2. The Stockholder shall retain at all times the right to vote all of any representation, warranty, covenant, agreement or other obligation of Partners the Shares in the Merger Agreement Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 2 that are at any material respect time or in any representation or warranty of Partners in from time to time presented for consideration to the Merger Agreement becoming untrue or incorrect in any material respectCompany’s stockholders generally.