Common use of Agreement to Vote the Shares Clause in Contracts

Agreement to Vote the Shares. Each Stockholder hereby irrevocably and unconditionally agrees that from the 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 BancShares’ stockholders, however called, such Stockholder 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 (ii) vote or cause to be voted all of the Shares, (A) in favor of 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 Agreement or any other proposal submitted to the BancShares stockholders pursuant to or necessary for the consummation of the transactions contemplated by the Merger Agreement, (C) against any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement or the Merger Agreement and (E) 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 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shall have been made directly to the stockholders of BancShares or any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the BancShares Meeting) an Acquisition Proposal, in each case with respect to BancShares, and thereafter the Merger Agreement 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 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 Acquisition 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. Each Stockholder Shareholder, in his or her capacity as such, hereby irrevocably and unconditionally agrees that from during the period commencing on the date hereof and continuing until the termination of this Agreement Termination Date (the “Expiration Time”"Voting Period"), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of BancShares’ stockholders, however called, such Stockholder will (i) appear at such meeting the holders of any class or otherwise cause all classes of the Shares capital stock of the Company, called with respect to be counted as present thereat for purposes any of calculating a quorum and the following or 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, Shareholder shall vote (ii) vote or cause to be voted all of voted) his or her Shares Beneficially Owned by Shareholder, whether owned on the Sharesdate hereof or hereafter acquired, (Ax) in favor of 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 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 (z) except as otherwise agreed to in writing in advance by Cornerstone, against the following actions or 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 its subsidiaries and any 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 of incorporation or bylaws; (C) any other material change in the Company's corporate structure or business; or (D) any other action or proposal submitted involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the BancShares stockholders pursuant to prevent, impede, or necessary for the consummation of interfere with, delay, postpone or 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 any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against . 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 organizational document inconsistent conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement and (E) 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 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 each case with respect to BancShares, and thereafter the Merger Agreement 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 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 Acquisition 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. Each Stockholder The Shareholder hereby irrevocably and unconditionally agrees that from the date hereof until the termination of this Agreement Expiration Time (the “Expiration Time”as defined below), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of BancShares’ stockholdersMidSouth’s shareholders, however called, such Stockholder the 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 (ii) vote or cause to be voted all of the Shares, (A) in favor of the approval of the issuance of Merger Agreement and the shares of BancShares capital stock pursuant to other transactions contemplated by the Merger Agreement, (B) in favor of any proposals for the approval and adoption proposal to adjourn or postpone such meeting of the Merger Agreement or any other proposal submitted MidSouth’s shareholders to the BancShares stockholders pursuant a later date if there are not sufficient votes to or necessary for the consummation of the transactions contemplated by approve the Merger Agreement, (C) against any Acquisition Proposal, without regard to any recommendation to the stockholders of BancShares by the Board of Directors of BancShares concerning such Acquisition Proposal, and Proposal 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, (D) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement (including MidSouth Articles and MidSouth Bylaws), or any other action that is intended or would prevent, impede, or interfere with, delay, postpone or discourage any of the transactions contemplated by the Merger Agreement and (E) 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 BancShares under MidSouth in the Merger Agreement; provided, that in each case, the Merger Agreement shall not have been amended or that would reasonably be expected modified without the Shareholder’s consent (i) to prevent, impede or materially delay the consummation of the transactions contemplated by decrease the Merger Consideration payable to the shareholders of MidSouth pursuant to the Merger Agreement in effect on the date of this Agreement. In , (ii) to change the form of Merger Consideration payable to the shareholders of MidSouth pursuant to the Merger Agreement in effect on the date of this Agreement, or (iii) that otherwise affects the Shareholder in a manner materially adverse to such Shareholder; provided, further, that in the event that, after that the date hereof and prior Board of Directors of MidSouth (x) has submitted the Merger Agreement to the termination shareholders of MidSouth without a recommendation in favor 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 (IIy) 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 each case with respect to BancShares, and thereafter has submitted the Merger Agreement is terminated without to 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 shareholders of MidSouth with a recommendation in favor of the termination Merger Agreement but subsequently withdraws a recommendation in favor of the Merger Agreement, at any meeting (whether annual or special the Shareholder shall be released from its obligations under this Section 1 unless and each adjourned or postponed meeting) of BancShares’ stockholders, however called, until such Stockholder will vote or cause to be voted all Shares against any Acquisition Proposal (whether or not the same Acquisition Proposal time 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 MidSouth recommends that the terms shareholders of such Acquisition Proposal; provided, however, that with respect to clause (I) above, such obligation with respect to a Stockholder who is not on MidSouth approve the Board of Directors or a member of senior management of BancShares shall be limited to such Stockholder’s actual knowledge of such Acquisition ProposalMerger Agreement.

Agreement to Vote the Shares. Each Stockholder Shareholder, in his or her capacity as such, hereby irrevocably and unconditionally agrees that from during the period commencing on the date hereof and continuing until the termination of this Agreement Termination Date (the “Expiration TimeVoting Period”), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of BancShares’ stockholders, however called, such Stockholder will (i) appear at such meeting the holders of any class or otherwise cause all classes of the Shares capital stock of the Company, called with respect to be counted as present thereat for purposes any of calculating a quorum and the following or 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, Shareholder shall vote (ii) vote or cause to be voted all of voted) his or her Shares Beneficially Owned by Shareholder, whether owned on the Sharesdate hereof or hereafter acquired, (Ax) in favor of 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 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 (z) except as otherwise agreed to in writing in advance by Cornerstone, against the following actions or 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 its subsidiaries and any 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 of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal submitted involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the BancShares stockholders pursuant to prevent, impede, or necessary for the consummation of interfere with, delay, postpone or 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 any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against . 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 organizational document inconsistent conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement and (E) 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 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 As used in this Agreement, a bona fide Acquisition Proposal (I) shall have been communicated to the term “Beneficially Owns” 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 each case “Beneficial Ownership” with respect to BancSharesany securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, and thereafter the Merger Agreement is terminated without the Requisite BancShares Vote having been obtainedincluding pursuant to any agreement, 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 Agreementarrangement or understanding, at any meeting (whether annual or 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 Acquisition 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 Proposalin writing.

Agreement to Vote the Shares. Each Stockholder hereby irrevocably (a) From and unconditionally agrees that from after the date hereof 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 this the Merger Agreement (in accordance with the “Expiration Time”)terms thereof , at every meeting of the stockholders of the Company called with respect to any meeting of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Holder shall (whether annual or special and each adjourned or postponed meetingunless the Holder grants a proxy pursuant to Section 4(c) of BancShares’ stockholders, however called, such Stockholder will (ibelow) appear at such meeting (in person or otherwise cause all of by proxy) and shall vote or consent the Shares to be counted as present thereat for purposes of calculating a quorum and any New Shares (ii) vote or cause to be voted all of the Shares, (Ai) in favor of 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 Agreement or any other proposal submitted to and the BancShares stockholders pursuant to or necessary for the consummation approval of the transactions contemplated by thereby (as the Merger AgreementAgreement may be modified or amended so long as the Merger Consideration is not reduced), and (Cii) against any Acquisition Proposalproposal for any recapitalization, without regard to any recommendation to the stockholders merger, sale of BancShares by the Board of Directors of BancShares concerning such Acquisition Proposal, and without regard to 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 entity other than Parent or inconsistent with the transactions contemplated by the Merger Agreement, (D) against any agreement, amendment of any other action or agreement or organizational document inconsistent with this Agreement or the Merger Agreement and (E) against any action, agreement, transaction or proposal that would reasonably be expected to result in a material breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of BancShares the Company under the Merger Agreement or that the Holder under this Agreement or which would reasonably be expected to prevent, impede or materially delay the consummation result in any of the transactions contemplated by conditions to the Company’s obligations under the Merger AgreementAgreement not being fulfilled. In This Agreement is intended to bind the event thatHolder 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), after the date hereof and prior Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Prior to the termination of the Merger this Agreement, a bona fide Acquisition Proposal (I) shall have been communicated the Holder covenants and agrees not to enter into any agreement 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 understanding with any person shall have publicly announced (and not withdrawn at least two (2) business days prior to the BancShares Meeting) an Acquisition Proposal, in each case with respect to BancShares, and thereafter the Merger Agreement 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 special and each adjourned or postponed meeting) of BancShares’ stockholders, however called, such Stockholder will vote or cause to be voted all Shares against give instructions in any Acquisition 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 manner inconsistent with 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 Proposalthis Agreement.

Agreement to Vote the Shares. Each Stockholder The Shareholder hereby irrevocably and unconditionally agrees that from the 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 BancShares’ stockholdersthe Company’s shareholders, however called, such Stockholder the 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 (ii) vote or cause to be voted all of the Shares, (A) in favor of 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 First-Step Merger and adoption of the Merger Agreement or any other proposal submitted to the BancShares stockholders pursuant to or necessary for the consummation of the transactions contemplated by the Merger Agreement, (CB) against any Acquisition Proposal, without regard to any recommendation to the stockholders shareholders of BancShares the Company by the Board of Directors of BancShares the Company concerning such Acquisition Proposal, and 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, (DC) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement (including the Company Certificate and 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 the transactions contemplated by the Merger Agreement and (ED) 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 BancShares under the Merger Agreement or that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by Company in the Merger Agreement. In ; provided, that the event that, after the date hereof and prior foregoing applies solely to the termination 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 shall limit or affect any actions or omissions taken by the Shareholder or any of 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, 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 each case with respect to BancShares, and thereafter the Merger Agreement 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 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 Acquisition 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. Each Stockholder hereby irrevocably and unconditionally agrees that from During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms (the “Expiration Time”"Voting Period"), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of BancShares’ stockholders, however called, such Stockholder will (i) appear at such meeting the holders of any class or otherwise cause all classes of the Shares capital stock of the Company called with respect to be counted as present thereat for purposes any of calculating a quorum and the following or 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 Shareholder shall vote (ii) vote or cause to be voted all of voted) the Shares, Shares (Ax) in favor of the approval of the issuance terms of the shares of BancShares capital stock pursuant to the Merger Agreement, (B) in favor of any proposals for the approval Purchase Agreements and adoption of the Merger Agreement or any other proposal submitted to the BancShares stockholders pursuant to or necessary for the consummation each of the transactions contemplated by the Merger AgreementPurchase Agreements (and any actions required in furtherance thereof), (C) against any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement or the Merger Agreement and (Ey) 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 result in a material breach of any representationexpected, warranty, covenant, agreement or other obligation of BancShares under the Merger Agreement or that would reasonably be expected to prevent, impede or materially interfere with, delay the consummation of or postpone the transactions contemplated by this Agreement or the Merger AgreementPurchase Agreements. In 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 event thatresults of such vote or consent. The Shareholder will not enter into any agreement, after the date hereof and prior to the termination letter of the Merger Agreementintent, a bona fide Acquisition Proposal (I) shall have been communicated to agreement in principle 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 understanding with any person shall have publicly announced (that violates or conflicts with, or could reasonably be expected to violate or conflict with, the provisions and not withdrawn at least two (2) business days prior to agreements contained in this Agreement or the BancShares Meeting) an Acquisition Proposal, in each case with respect to BancShares, and thereafter the Merger Agreement 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 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 Acquisition 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 ProposalPurchase Agreements.

Agreement to Vote the Shares. Each Stockholder Shareholder, in his or her capacity as such, hereby irrevocably and unconditionally agrees that from during the period commencing on the date hereof and continuing until the termination of this Agreement Termination Date (the “Expiration TimeVoting Period”), at any meeting (whether annual or special and each adjourned any adjournment or postponed meetingpostponement thereof) of BancShares’ stockholders, however called, such Stockholder will (i) appear at such meeting the holders of any class or otherwise cause all classes of the Shares capital stock of the Company, called with respect to be counted as present thereat for purposes any of calculating a quorum and the following or 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, Shareholder shall vote (ii) vote or cause to be voted all of voted) his or her Shares Beneficially Owned by Shareholder, whether owned on the Sharesdate hereof or hereafter acquired, (Ax) in favor of 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 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 (z) except as otherwise agreed to in writing in advance by Cornerstone, against the following actions or 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 its subsidiaries and any 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 of incorporation or bylaws; (C) any other material change in the Company’s corporate structure or business; or (D) any other action or proposal submitted involving the Company or any of its subsidiaries that is intended, or could reasonably be expected, to the BancShares stockholders pursuant to prevent, impede, or necessary for the consummation of interfere with, delay, postpone or 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 any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against . 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 organizational document inconsistent conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement and (E) 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 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 As used in this Agreement, a bona fide Acquisition Proposal (I) shall have been communicated to the term “Beneficially Owns” 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 each case “Beneficial Ownership” with respect to BancSharesany securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, and thereafter the Merger Agreement is terminated without the Requisite BancShares Vote having been obtainedincluding pursuant to any agreement, 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 Agreementarrangement or understanding, at any meeting (whether annual or 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 Acquisition 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 Proposalin writing; provided, however, that with respect such terms shall not include Shares held of record by Shareholder as Trustee for the Company’s Employee Stock Ownership Plan (the “ESOP”) or unallocated Shares in the ESOP as 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 Proposalwhich Shareholder may exercise voting power.

Agreement to Vote the Shares. Each Stockholder Shareholder hereby irrevocably and unconditionally agrees that from during the period commencing on the date hereof and continuing until the earlier of any termination of this the Merger Agreement and the Effective Time (such period, the “Expiration Time”"Voting Period"), at any meeting (whether annual of the holders of any class or special and each adjourned or postponed meeting) classes of BancShares’ stockholdersthe capital stock of the Company, however called, such Stockholder will (i) appear and at such meeting or otherwise cause all any adjournment thereof, and in connection with any written consent of the Shares to be counted as present thereat for purposes holders of calculating a quorum and any class or classes of the capital stock of the Company, such Shareholder shall vote (ii) vote or cause to be voted all of voted) the Shares, Shares or consent to (Aor cause consent to be given) with respect to the Shares (i) in favor of the Merger, and the adoption and 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 terms of the Merger Agreement or any other proposal submitted to the BancShares stockholders pursuant to or necessary for the consummation and each of the other transactions contemplated by the Merger AgreementAgreement and this Agreement and any actions required or reasonably requested by Parent in furtherance thereof, (C) against any Acquisition Proposal, 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, or other proposal made in opposition to or that is otherwise in competition or inconsistent with the transactions contemplated by the Merger Agreement, (D) against any agreement, amendment of any agreement or organizational document inconsistent with this Agreement or the Merger Agreement and (Eii) against any action, agreement, transaction or proposal agreement that would reasonably be expected to result in a breach in any material breach respect of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of BancShares the Company under the Merger Agreement or 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 reasonably be expected to prevent, impede prevent or materially delay the consummation of the transactions contemplated Merger (or other Acquisition Transaction proposed by the Merger AgreementParent) or is otherwise in any material respect inconsistent therewith. 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 each case with respect to BancShares, and thereafter the Merger Agreement is terminated without the Requisite BancShares Vote having been obtained, then each Stockholder Each Shareholder hereby irrevocably and unconditionally agrees that from such Shareholder shall not enter into any agreement or understanding with any Person the date hereof until effect of which would be to violate the date that is six (6) months after the date of the termination of the Merger Agreement, at any meeting (whether annual or special provisions and each adjourned or postponed meeting) of BancShares’ stockholders, however called, such Stockholder will vote or cause to be voted all Shares against any Acquisition 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 Proposalagreements contained in this Section 2.