Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Stockholder irrevocably hereby severally (and unconditionally not jointly) agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to that, during the Offer, such Stockholder shalltime this Agreement is in effect, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”): and in any action by written consent of the stockholders of the Company, such Stockholder shall (i) be present, in person or represented vote all of the Shares legally and/or beneficially owned by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) Stockholder in favor of (1) the adoption of Merger, the Merger Agreement (as amended from time to time) and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, ; (2ii) any Acquisition Proposal and vote such Shares against any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, breach in any material respect, respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (iii) vote the Shares against any action or agreement of such Stockholder under this Agreementthat would materially impede, interfere with or attempt to discourage the Offer or the Merger. (b) Notwithstanding Each Stockholder hereby severally (and not jointly) further agrees that, if the foregoing Merger Agreement shall terminate solely by reason of the Company's exercise of its termination rights pursuant to Section 7.1(c)(i)(a) or any contrary provision hereof, (b) of the Merger Agreement and for as long as the purpose of clarificationExercise Period has not ended, such Stockholder (i) until shall attend or otherwise participate in all duly called stockholder meetings and in all actions by written consent of stockholders, (ii) shall not, without the later prior written consent of the Acceptance Time Parent or the receipt by Sub, vote any of such Stockholder Shares in favor of the portion any actions requiring stockholder approval which are described in Section 5 of the Merger Consideration to which Agreement and (iii) shall otherwise vote such Stockholder is entitled Shares, and use its reasonable efforts in accordance with the terms its capacity as stockholder of the Offer and Company, to prevent the actions prohibited by Section 5 of the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each From the date hereof until termination of this Agreement in accordance with Section 5.03, Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”):hereby agrees: (i) be present, in person to vote or represented by proxy, or otherwise cause such Stockholder’s Subject Shares exercise his right to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) consent with respect to all such Stockholder’s Subject the Covered Shares to the fullest extent that such Subject Shares are Stockholder is entitled to be voted vote at the time of any vote: vote or action by written consent in favor of any proposal (A) in favor of (1) to adopt the adoption Merger Agreement, the Merger and all agreements related to the Merger and any actions related thereto at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement and other related agreements (2) without limitation or any amended version thereof), or such other actions, are submitted for the consideration and vote of the preceding clause stockholders of the Company and (1), the approval of any proposal B) to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and (ii) that he will not vote any of the Covered Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (A) Acquisition Proposal, (B) against reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger or (1C) any corporate action (including any amendment to the Company’s certificate consummation of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that which would reasonably be expected to frustrate the purposes ofpurposes, impedeor prevent or delay the consummation, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding anything to the foregoing contrary herein, this Section 1.01 shall not require Stockholder to vote or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration exercise his right to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights consent with respect to the Subject Shares, subject Covered Shares to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to amend the terms of this Merger Agreement or take any action that results or could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementConsideration.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted For the purposes of this Section 2.1 only, the PG Shareholder will be deemed to be a “Shareholder” for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not so long as an adjourned or postponed meeting) Affiliate of the holders SL Shareholder is the general partner of Company Common Stock, however called (each, a “Company Stockholders Meeting”):the PG Shareholder. (i) be presentEach Shareholder agrees, at any time it is then entitled to vote for the election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Shareholder is entitled in person respect of its Voting Shares (from time to time), whether at any annual or represented by proxyextraordinary general meeting, or otherwise to cause such StockholderShareholder’s Subject Shares Board representative(s) to be counted for purposes cast their vote so as to ensure that the composition of determining the presence Board complies with (and includes all of a quorum at such meeting (the requisite designees in accordance with) the Relationship Agreement from time to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); andtime. (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent Each Shareholder agrees that such Subject Shares are if, at any time, it is then entitled to be voted at vote for the removal of Directors, it will not vote any of its Voting Shares (from time of any vote: (Ato time) in favor of the removal of any Director who shall have been designated in accordance with the Relationship Agreement, unless (1) the adoption of the Merger Agreement and Person or Persons entitled to designate such Director shall have consented to such removal in writing, (2) removal is compelled pursuant to the Relationship Agreement, including Clause 2.2.2(ii) thereof or (3) the Person or Persons entitled to designate any Director pursuant to the Relationship Agreement shall request in writing the removal, with or without limitation cause, of such Director (in which case, each such Shareholder shall vote its Voting Shares (from time to time) in favor of such removal). (iii) Each Shareholder agrees not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with this Section 2.1. (iv) Each Shareholder agrees, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the preceding clause Convertible Preferred Shares (1)including, but not limited to, (i) the renewal of the authorized share capital of the Company at a level which would permit the issuance by the Company of Common Shares upon the exercise by the SL/PG Shareholders and/or the Managers (as defined in the Conversion Agreement) of their rights under the Conversion Agreement in accordance with its terms and (ii) the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to issuance of a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectpreferred dividend, in each case in any material respectconnection with the Convertible Preferred Shares), the consummation of the transactions contemplated by the Merger Agreementto take all Necessary Action, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration casting all votes to which such Stockholder Shareholder is entitled in accordance with respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the agreed terms of the Offer Convertible Preferred Shares and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Conversion Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementgiven effect.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s From the date hereof until termination of this Agreement in accordance with Section 6.02, the VC Shareholder hereby agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares have that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not been previously accepted for payment pursuant materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), the Company Charter Amendment, the Issuance and all agreements related to the Offer, such Stockholder shall, Investment and any actions related thereto at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders shareholders of the Company Common Stock, however called (each, a “Company Stockholders Shareholders Meeting”): (i) be present), in person or represented by proxyand at any adjournment thereof, at which such matters, or otherwise cause such Stockholder’s Subject Shares to be counted other actions, are submitted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) consideration and vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement shareholders of the Company and (2B) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the any such matters or actions at any Company Stockholders Meeting is heldShareholders Meeting; and (ii) that it will not vote any of its Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company (other than the Investment) or (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction Contract that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or materially and adversely affect, in each case in any material respect, affect the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, Transaction Agreement or any other extraordinary transaction involving the Company (other than the Merger) and (4) Transaction Document, including any action, proposal, transaction or agreement that would reasonably be expected Contract related to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreementan Acquisition Proposal. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of OCB to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of OCB entitled to be voted vote at such meeting, including all voting shares listed on Attachment A, and all shares of Company Common Stock subsequently acquired by Director, including through the time exercise of any vote: stock option or warrant (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Bancorp to complete the Merger, the ability of OCB to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided that the foregoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of OCB. Director covenants and agrees that, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (ba) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter during the purpose of clarification, (i) until the later of the Acceptance Time Support Period any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iib) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC the Owned Shares except any proxy to carry out the intent of this Agreement”) or (B) any change . Attachment A also sets forth information with respect to the authority, duties, job location or any other matter applicable options and warrants to such Stockholder in his capacity as an executive, officer or director of the purchase Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCommon Stock owned by Director.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Executive Officer agrees that at any shareholder meeting of Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Executive Officer shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of Company entitled to be voted vote at the time of any vote: such meeting, including all voting shares listed on Attachment A, and all voting shares subsequently acquired by Executive Officer (Atogether, “Owned Shares”): (a) in favor of approval of (1i) the adoption of Merger Agreement and the transactions contemplated thereby, (ii) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (2iii) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Parent or Parent Bank to complete the Merger, the ability of Company and Company Bank to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided, including that the Offerforegoing applies solely to Executive Officer in his or her capacity as a shareholder and nothing in this Agreement shall prevent Executive Officer from discharging his or her fiduciary duties with respect to his or her role as an officer or on the board of directors of Company or Company Bank. Executive Officer covenants and agrees that, except for this Agreement, he or she (2c) any Acquisition Proposal has not entered into, and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by shall not enter during the Company, or Support Period any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction voting agreement or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iid) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) the Owned Shares except any change proxy to carry out the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director intent of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC this Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Director as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Director may acquire from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such meeting (Atogether, “Owned Shares”): (a) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder any proposal that relates to an Acquisition Proposal or Alternative Transaction; provided, that the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall retain all prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of the Company. Director represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement Agreement. Director hereby acknowledges that Director is, in his or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s her capacity as a stockholder, director or officer stockholder of the Company or otherwise) for any purpose under any employmentCompany, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, bound by the consent or approval of such Stockholder (whether restrictions set forth in such Stockholder’s capacity as a stockholder, director or officer Section 6.7 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) to (A) facilitate any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) Acquisition Proposal or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAlternative Transaction.

Voting Agreement. (a) Each Stockholder irrevocably PSH hereby agrees that, from and unconditionally agrees that if such Stockholder’s Subject Shares after the date hereof and until the Merger Agreement shall have not been previously accepted for payment pursuant to the Offer, such Stockholder shallterminated in accordance with Article VIII thereof, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”): (i) be presentand in any action by consent of the stockholders of the Company, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) PSH will vote (or cause to be voted) with respect to all such Stockholder’s Subject the Company Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: owned by it (Aa) in favor of (1) the adoption approval of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of all the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal Agreement and any action this Agreement and otherwise in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than such manner as may be necessary to consummate the Merger; (b) and (4) except as otherwise agreed to in writing in advance by Parent, against any action, proposal, agreement or transaction or agreement that 16 would reasonably be expected to result in a breach, in any material respect, breach of any covenant, obligation, agreement, representation or warranty of the Company contained in the Merger Agreement (whether or any other obligation not theretofore terminated) or agreement of such Stockholder under in this Agreement. ; and (bc) Notwithstanding against any action, proposal, agreement or transaction (other than the foregoing Merger Agreement or the transactions contemplated thereby) that could result in any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time conditions to the Company's obligations under the Merger Agreement (whether or not theretofore terminated) not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger Agreement (whether or not theretofore terminated), the Merger, the PSH Merger or this Agreement. PSH shall not enter into any agreement or understanding with any person or entity to vote the Company Shares or give instructions in any manner inconsistent with this Section 5.01. PSH acknowledges receipt by such Stockholder and review of the portion a copy of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. For so long as this Agreement is in effect, Stockholder hereby agrees at any duly called annual, special or other meeting of the shareholders of the Company, and in any action by written consent of the shareholders of the Company, with respect to Subject Shares it beneficially owns as of the applicable record date, (a) Each Stockholder irrevocably to appear at the meeting, if a meeting is held, and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual adjournment or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be presentpostponement thereof, in person or represented by proxy, or to otherwise cause such Stockholder’s Subject Shares over which Stockholder has sole voting power (and use reasonably commercial efforts to cause such Subject Shares over which Stockholder has joint voting power) to be counted as present thereat for purposes of determining the presence of establishing a quorum at such meeting quorum; (b) to the fullest extent that vote or consent such Subject Shares may be counted for quorum purposes under applicable Law); and over which Stockholder has sole voting power (ii) vote (or and cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that voted or consented such Subject Shares are entitled to be voted at the time of any vote: (A) over which Stockholder has joint voting power), in person or by proxy, in favor of (1) the Merger and the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of the other transactions contemplated thereby, and any actions required in furtherance thereof (including, without limitation, any proposal to adjourn or postpone any such meeting if necessary to permit further solicitation of proxies in the Company Stockholders Meeting to a later date if event there are not sufficient votes for adoption at the time of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment such meeting to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by approve the Merger Agreement); and (c) to vote or consent such Subject Shares over which Stockholder has sole voting power (and cause to be voted or consented such Subject Shares over which Stockholder has joint voting power), including the Offerin person or by proxy, (2) any Acquisition Proposal and against any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of Company under this Agreement or the Merger Agreement, . Any vote by Stockholder that is intended, nor not in accordance with this Section 1.1 shall it be deemed or construed, to constitute the consent or approval of such considered null and void. Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for shall not enter into any purpose under any employment, severance, change-in-control or similar agreement or arrangement understanding with any person or entity prior to which such Stockholder is a party, including, without limitation, the consent termination of this Agreement to vote or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result give instructions in a “Change in Control” pursuant to the provisions of manner inconsistent with this Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement1.1.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Stockholder agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Stockholder shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Stockholder as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Stockholder may acquire from time to time after the fullest extent date hereof (including as a result of conversion of shares of Series A Preferred), in each case that such Subject Shares are entitled to be voted vote at such meeting (such voting shares together with the shares of Series A Preferred Stock owned by such Stockholder as of the date hereof along with any such shares of Series A Preferred that the Stockholder may acquire from time of any vote: to time after the date hereof, "Owned Shares"): (Aa) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that is intended, or could be reasonably expected to, result in a breach of any representation, warranty, covenant or obligation of the Company or any of its Subsidiaries in the Merger Agreement or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such any proposal that relates to an Acquisition Proposal or Alternative Transaction. Stockholder represents and warrants and covenants and agrees that, except for this Agreement, he, she or it (x) has not entered into, and shall retain all not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement or the Merger Agreement. Stockholder hereby acknowledges that Stockholder is, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s its capacity as a stockholder, director or officer stockholder of the Company or otherwise) for any purpose under any employmentCompany, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, bound by the consent or approval of such Stockholder (whether restrictions set forth in such Stockholder’s capacity as a stockholder, director or officer Section 6.7 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) to (A) facilitate any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) Acquisition Proposal or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAlternative Transaction.

Voting Agreement. Notwithstanding anything to the contract in this Agreement, Stockholder may vote in accordance with the recommendation of the Company Board on the matters described on Section 7.01(a) of the Company Disclosure Schedule. I acknowledge that I have read the Tender and Support Agreement (to which this consent is attached) and that I know and understand, and have been fully advised by my attorney with respect to, its contents. As the spouse of Stockholder, I hereby agree: (i) that all shares of Company Common Stock held by Stockholder, and all other rights with respect to shares of Company Common Stock held by Stockholder, and my interest in such shares and other rights, if any, are subject to the provisions of the Tender and Support Agreement and the Merger Agreement (as defined in the Tender and Support Agreement), which I consent to; and (ii) that I will take no action at any time to hinder the operation of the Tender and Support Agreement or the Merger Agreement. SIGNATURE OF SPOUSE: Printed Name: EXHIBIT B CONDITIONS TO THE OFFER The obligation of Merger Subsidiary to accept for payment and pay for shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the additional conditions set forth in clauses (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have through (i) below. Accordingly, notwithstanding any other provision of the Offer or this Agreement to the contrary, Merger Subsidiary shall not been previously accepted be required to accept for payment pursuant or (subject to the Offer, such Stockholder shall, at any meeting (whether annual or special applicable rules and whether or not an adjourned or postponed meeting) regulations of the holders SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered shares of Company Common Stock, however called (eachand may terminate the Offer at any scheduled Expiration Date or amend or terminate the Offer as otherwise permitted by this Agreement, a “Company Stockholders Meeting”): if (i) the Minimum Condition shall not be presentsatisfied at 12:00 midnight, in person or represented by proxyEastern Time, at the end of the scheduled Expiration Date of the Offer, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to any of the following additional conditions shall not be voted) with respect to all such Stockholder’s Subject Shares to satisfied or, in the fullest extent case of any condition that such Subject Shares are entitled to be voted is not a Specified Condition, waived at 12:00 midnight, Eastern Time, at the time of any vote: (A) in favor of (1) the adoption end of the Merger Agreement and (2) without limitation scheduled Expiration Date of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.:

Voting Agreement. (a) Each Stockholder irrevocably hereby severally (and unconditionally not jointly) agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to that, during the Offer, such Stockholder shalltime this Agreement is in effect, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”): and in any action by written consent of the stockholders of the Company, such Stockholder shall (i) be present, in person or represented vote all of the Shares legally and/or beneficially owned by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) Stockholder in favor of (1) the adoption of Merger, the Merger Agreement (as amended from time to time) and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, ; (2ii) any Acquisition Proposal and vote such Shares against any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, breach in any material respect, respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (iii) vote the Shares against any action or agreement of such Stockholder under this Agreementthat would materially impede, interfere with or attempt to discourage the Offer or the Merger. (b) Notwithstanding Each Stockholder hereby severally (and not jointly) further agrees that, if the foregoing Merger Agreement shall terminate solely by reason of the Company's exercise of its termination rights pursuant to Section 7.1(c)(i)(a) or any contrary provision hereof, (b) of the Merger Agreement and for as long as the purpose of clarificationExercise Period has not ended, such Stockholder (i) until shall attend or otherwise participate in all duly called stockholder meetings and in all actions by written consent of stockholders, (ii) shall vote the later of the Acceptance Time or the receipt Shares legally and/or beneficially owned by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of enlarge the Board of Directors of the Company that might be deemed and to result in provide the Optionee with a “Change in Control” pursuant to the provisions majority of Section 3 members of the Board, (iii) shall not, without the prior written consent of Parent or Sub, vote any of such Shares in favor of any actions requiring stockholder approval which are described in Section 5 of the Merger Agreement re: Change and (iv) shall otherwise vote such Shares, and use its reasonable efforts in its capacity as stockholder of Control, as amended and supplementedthe Company, to which such Stockholder and prevent the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director actions prohibited by Section 5 of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Merger Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of PCB to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of PCB entitled to be voted vote at such meeting, including all voting shares listed on Attachment A, and all shares of Company Common Stock subsequently acquired by Director, including through the time exercise of any vote: stock option or warrant (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Bancorp to complete the Merger, the ability of PCB to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided that the foregoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of PCB. Director covenants and agrees that, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (ba) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter during the purpose of clarification, (i) until the later of the Acceptance Time Support Period any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iib) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC the Owned Shares except any proxy to carry out the intent of this Agreement”) or (B) any change . Attachment A also sets forth information with respect to the authority, duties, job location or any other matter applicable options and warrants to such Stockholder in his capacity as an executive, officer or director of the purchase Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCommon Stock owned by Director.

Voting Agreement. 5.1 The Shareholder and the ▇▇▇▇▇▇ Parties agree that from the date of this Agreement and until immediately following the Next Annual Meeting or any adjournment or postponement thereof or December 31, 2009, whichever is earlier (a) Each Stockholder irrevocably the “Voting Agreement Termination Date”), at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof, and unconditionally agrees that on every action or approval by written consent of the shareholders of the Company, if any, the Shareholder and the ▇▇▇▇▇▇ Parties will take such Stockholder’s Subject Shares have actions as are necessary to effect the intent of this Agreement, including but not been previously accepted for payment pursuant limited to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) following: 5.1.1 Vote all of the holders Voting Shares in favor of Company Common Stockthe Director nominees recommended to the shareholders by the Board, however called which Director nominees shall be the individuals listed in Exhibit B for the terms listed in Exhibit B (eachunless they or any of them prior thereto shall have resigned or been removed as a director or otherwise shall have refused to stand for election); 5.1.2 Appear, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, cause the holder of record of any Voting Shares on any applicable record date to appear at such meeting or otherwise cause such Stockholder’s Subject the Voting Shares to be counted as present for purposes of determining the presence of establishing a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law)quorum; and (ii) 5.1.3 None of the Shareholder or the ▇▇▇▇▇▇ Parties shall take any position, make any statement or take any action inconsistent with the foregoing. 5.2 In order to secure the performance of the Shareholder’s and the ▇▇▇▇▇▇ Parties’ obligations under this Agreement, each such party hereby irrevocably grants a proxy appointing ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ each as such party’s attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such party’s Voting Shares solely to vote (for the Directors or cause to be voted) with respect to all such Stockholder’s Subject Shares nominees listed on Exhibit B at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof prior to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Voting Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectTermination Date, in each case in any a manner consistent in all material respect, the consummation respects with Section 5.1. Each of the transactions contemplated by Shareholder and the Merger Agreement, including the Offer, (2) ▇▇▇▇▇▇ Parties hereby represents and warrants that any Acquisition Proposal and any action proxies heretofore given in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later respect of the Acceptance Time or the receipt by Voting Shares are not irrevocable and that any such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, proxies are hereby revoked including, without limitation, any proxy granted by the consent Shareholder to Prescott Group Aggressive Small Cap Master Fund, G.P., ▇▇▇▇ ▇▇▇▇▇▇▇ or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to of their Affiliates. Each such Stockholder in his capacity as an executive, officer or director of party hereby affirms that THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS AGREEMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST and shall expire on the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementVoting Agreement Termination Date.

Voting Agreement. From the date hereof until the earlier of (ai) Each Stockholder the Effective Time or (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Shareholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any shareholder meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stockto approve the Merger Agreement and the transactions contemplated thereby or any adjournment or postponement thereof, however called Shareholder shall be present (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of the Company beneficially owned (as defined in Rule 13d–3 promulgated under the Securities and Exchange Act of 1934, as amended) by such Shareholder as of the date hereof along with respect to all such Stockholder’s Subject Shares shares over which the Shareholder may acquire beneficial ownership from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such Company shareholder meeting (Atogether, “Owned Shares”): (a) in favor of (1) the adoption approval of the Merger Agreement and the transactions contemplated thereby and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably result in the inability of the Buyer to complete the Merger, the inability of the Company to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, any proposal that relates to an Acquisition Proposal without regard to the terms of such Stockholder proposal. Shareholder represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall retain all not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement Agreement. Shareholder hereby acknowledges that Shareholder is, in his or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s her capacity as a stockholder, director or officer shareholder of the Company or otherwise) for any purpose under any employmentCompany, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, bound by the consent or approval of such Stockholder (whether restrictions set forth in such Stockholder’s capacity as a stockholder, director or officer Section 6.5 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) to (A) facilitate any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAcquisition Proposal.

Voting Agreement. (a) Each Stockholder The Majority Shareholder hereby irrevocably and unconditionally agrees to vote all Shares that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are Majority Shareholder is entitled to be voted vote, at the time of any vote: vote to approve and adopt the Merger Agreement, the Merger and all agreements related to the Merger and any actions related thereto at any meeting of the shareholders of the Parent, and at any adjournment thereof, at which such Merger Agreement and other related agreements (A) or any amended version thereof), or such other actions, are submitted for the consideration and vote of the shareholders of the Parent, in favor of (1) the approval and adoption of the Merger Agreement Agreement, the Merger and the transactions contemplated by the Merger Agreement. (2b) without limitation The Majority Shareholder hereby agrees that it will not vote any Shares that the Majority Shareholder is entitled to vote in favor of the preceding clause (1), the approval of any proposal to adjourn (i) Parent Competing Transaction, (ii) reorganization, recapitalization, liquidation or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption winding up of the Merger Agreement on Parent or any other extraordinary transaction involving the date on Parent, (iii) corporate action the consummation of which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes ofpurposes, impedeor prevent or delay the consummation, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement or (2iv) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Companyother matter relating to, or in connection with, any other extraordinary transaction involving of the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreementforegoing matters. (bc) Notwithstanding the foregoing paragraphs 1(a) and (b) above, in the event the Parent is entitled to exercise its rights to terminate the Merger Agreement under Section 9.1 thereof, nothing contained herein shall prevent the Majority Shareholder from taking such action, in its capacity as an officer, director or shareholder of the Parent, as may be necessary to properly assert such rights. (d) With respect to any contrary provision hereof, and Shares held of record on behalf or for the purpose of clarification, (i) until the later benefit of the Acceptance Time Majority Shareholder or its immediate family by a custodian or trustee (including shares held in an I▇▇ account or self-employed profit sharing account), the receipt by Majority Shareholder agrees to take such Stockholder of action as may be necessary to cause the portion of the Merger Consideration custodian or trustee to which vote such Stockholder is entitled Shares in accordance with the terms provisions of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder paragraphs 1(a) and (iib) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementabove.

Voting Agreement. (a) Each In order to effectuate the consummation of the Asset Sale, Stockholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offerthat, such Stockholder shallunless otherwise directed in writing by Purchaser, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockeither Seller, however called (eachcalled, a “Company Stockholders Meeting”):and in any action by written consent of the stockholders of either Seller, such Stockholder shall affirmatively vote all the Seller Securities: (ia) be presentin favor of the Asset Sale, the execution and delivery by the Sellers of each of the Purchase Agreement and the Seller Ancillary Agreements and the adoption and approval of the terms thereof; (b) in person favor of each of the other actions and transactions contemplated by the Purchase Agreement and the Seller Ancillary Agreements and each action required in furtherance thereof; (c) against any action or represented by proxyagreement that would result in a breach of any representation, warranty, covenant or otherwise cause such Stockholder’s Subject Shares to be counted for purposes obligation of determining either Seller in the presence of a quorum at such meeting (to Purchase Agreement or the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law)Seller Ancillary Agreements; and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (Bd) against (1) any other action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would which is intended, or could reasonably be expected to frustrate the purposes ofto, impede, hinder, interfere with, nullifydelay, preventpostpone, delay discourage or adversely affect, in each case in affect the Asset Sale or any material respect, the consummation of the other transactions contemplated by the Merger Agreement, including Purchase Agreement or the Offer, (2) Seller Ancillary Agreements or that is otherwise inconsistent with any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect foregoing. Prior to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms termination of this Agreement pursuant to Section 10(a), Stockholder shall not enter into any agreement or the Merger Agreement, is intended, nor shall it be deemed or construedunderstanding with any person to give a proxy, to constitute the consent vote or approval of such Stockholder to give instructions in any manner inconsistent with clauses (whether in such Stockholder’s capacity as a stockholder, director or officer a) through (d) of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementpreceding sentence.

Voting Agreement. (a) Each Stockholder irrevocably Prior to the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the following, and unconditionally agrees that if at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each of the Stockholders shall Vote (or cause to be Voted) such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation approval of each of the preceding clause (1transactions contemplated thereby and any other action reasonably requested by Parent in furtherance thereof. Furthermore, none of the Stockholders shall knowingly take any action inconsistent with this Section 1.1(a), prior to the Expiration Time. (b) In addition to the foregoing, prior to the Expiration Date, at any meeting of the Company Stockholders or at any adjournment or postponement thereof or in any other circumstances upon which any Vote, consent or other approval is sought, each of the Stockholders shall Vote (or cause to be Voted) all of such Stockholder’s Subject Shares against (i) the approval of any proposal Alternative Transaction or the adoption of any agreement relating to adjourn or postpone any Alternative Transaction and (ii) any amendment of the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which Charter or Company Bylaws or any other action, agreement, proposal or transaction involving the Company Stockholders Meeting is held; and (B) against (1) or any action (including any of its Subsidiaries which amendment to the Company’s certificate of incorporation or bylawsother action, as in effect on the date hereof)agreement, agreement proposal or transaction that would, or would reasonably be expected to frustrate the purposes ofto, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement or would, or would reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the transactions contemplated hereby or by the Merger Agreement. (bc) Notwithstanding the foregoing or any contrary provision hereofforegoing, and for the purpose of clarification, (i) until the later each of the Acceptance Time Stockholders shall remain free to Vote such Stockholder’s Subject Shares with respect to any matter not covered by this Section 1.1, but only to the extent that such Vote would not reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and nullify the Merger Agreement, such Stockholder shall retain all voting and the Merger or any of the other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken transactions contemplated by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement. For purposes of this Agreement, is intended“Vote” shall mean voting in person or by proxy in favor of or against any action, nor shall it be deemed otherwise consenting or construed, to constitute the withholding consent or approval in respect of such Stockholder any action (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, consenting in accordance with Section 228 of the DGCL) or taking other action in favor of or against any action; “Voting” and “Voted” shall have correlative meanings. Any such Vote shall be cast, or consent or approval shall be given, for purposes of this Section 1, 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 in accordance herewith the results of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director Vote or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementconsent.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (such period, the “Support Period”), the Director agrees that at any shareholder meeting of the Company to approve the Merger Agreement or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to shares of capital stock of the fullest extent that such Subject Shares are Company, owned of record or beneficially, directly or indirectly, by the Director, entitled to be voted vote at the time of any vote: such meeting (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against any action or agreement submitted for adoption approval to the shareholders of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against that would (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder (2) result in any of the conditions to the consummation of the First Merger under the Merger Agreement not being fulfilled, (3) be in competition with or opposition to the Merger Agreement or the First Merger, (4) be a Company Acquisition Proposal, or (5) impair the ability of Parent to complete the First Merger, the ability of the Company to complete the Merger, or that would otherwise be inconsistent with, prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement; provided, that the foregoing applies solely to the Director in his or her capacity as a shareholder of the Company, and nothing in this Agreement shall retain all voting and other rights prevent the Director from discharging his or her fiduciary duties with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant his or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of her role on the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementBoard.

Voting Agreement. 5.1 The Shareholder and the ▇▇▇▇▇▇ Parties agree that from the date of this Agreement and until immediately following the Next Annual Meeting or any adjournment or postponement thereof or December 31, 2009, whichever is earlier (a) Each Stockholder irrevocably the “Voting Agreement Termination Date”), at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof, and unconditionally agrees that on every action or approval by written consent of the shareholders of the Company, if any, the Shareholder and the ▇▇▇▇▇▇ Parties will take such Stockholder’s Subject Shares have actions as are necessary to effect the intent of this Agreement, including but not been previously accepted for payment pursuant limited to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) following: 5.1.1 Vote all of the holders Voting Shares in favor of Company Common Stockthe Director nominees recommended to the shareholders by the Board, however called which Director nominees shall be the individuals listed in Exhibit B for the terms listed in Exhibit B (eachunless they or any of them prior thereto shall have resigned or been removed as a director or otherwise shall have refused to stand for election); 5.1.2 Appear, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, cause the holder of record of any Voting Shares on any applicable record date to appear at such meeting or otherwise cause such Stockholder’s Subject the Voting Shares to be counted as present for purposes of determining the presence of establishing a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law)quorum; and (ii) 5.1.3 None of the Shareholder or the ▇▇▇▇▇▇ Parties shall take any position, make any statement or take any action inconsistent with the foregoing. 5.2 In order to secure the performance of the Shareholder’s and the ▇▇▇▇▇▇ Parties’ obligations under this Agreement, each such party hereby irrevocably grants a proxy appointing ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ each as such party’s attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such party’s Voting Shares solely to vote (for the Directors or cause to be voted) with respect to all such Stockholder’s Subject Shares nominees listed on Exhibit B at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof prior to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Voting Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectTermination Date, in each case in any material respect, the consummation a manner consistent with Section 5.1. Each of the transactions contemplated by Shareholder and the Merger Agreement, including the Offer, (2) ▇▇▇▇▇▇ Parties hereby represents and warrants that any Acquisition Proposal and any action proxies heretofore given in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later respect of the Acceptance Time or the receipt by Voting Shares are not irrevocable and that any such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, proxies are hereby revoked including, without limitation, any proxy granted by the consent Shareholder to Prescott Group Aggressive Small Cap Master Fund, G.P., ▇▇▇▇ ▇▇▇▇▇▇▇ or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to of their Affiliates. Each such Stockholder in his capacity as an executive, officer or director of party hereby affirms that THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS AGREEMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST and shall expire on the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementVoting Agreement Termination Date.

Voting Agreement. (a) Each Stockholder irrevocably 1.1 The Shareholder hereby covenants and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offeragrees, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) in favour of the holders Investor Representative, that, for a period of Company Common Stocktwo years following the Closing, however called (eachthe Shareholder will vote, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares , the Shares, and any other shares of the common stock of the Corporation the Shareholder may acquire beneficial ownership of subsequent to the fullest extent that such Subject Shares are entitled Closing, to be voted at elect the time Investor Nominee as a member of any votethe Corporation's board of directors: (Aa) in favor of (1) the adoption at any meeting of the Merger Agreement and (2) without limitation shareholders of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is heldCorporation; and (Bb) against (1) any action (including any amendment to by written consent resolution in the Company’s certificate of incorporation or bylaws, as in effect on event that the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation shareholders of the transactions contemplated by the Merger Agreement, including the Offer, (2) Corporation are asked to consider any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in matters regarding the composition of the Board board of Directors directors of the Company that might Corporation by written consent resolution (in either case, a "Director Vote"). 1.2 Without limiting the generality of Section 1.1, no later than 10 business days prior to the date of any Director Vote, the Shareholder shall deliver, or cause to be delivered, to the Corporation, with a copy to be delivered concurrently to the Investor Representative, a duly executed proxy directing the holder of such proxy to vote the Shares in favour of the Investor Nominee. Such proxy shall not be revoked without the prior written consent of the Investor Representative. 1.3 Nothing contained in this Agreement shall be deemed to result vest in a “Change in Control” pursuant either the Corporation or the Investor Representative any direct or indirect ownership or incidence of ownership of, or with respect to, any of the Shares. All rights, ownership and economic benefits of and relating to the provisions Shares shall remain vested in and belong to the Shareholder, and neither the Corporation nor the Investor Representative shall have any authority to exercise any power or authority to direct the Shareholder in the voting of Section 3 any of the Agreement re: Change of ControlShares, except as amended and supplementedotherwise specifically provided herein, to which such Stockholder and or in the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director performance of the Company that might constitute Shareholder's duties or responsibilities as a “Qualifying Termination” under Section 5(a) shareholder of such Stockholder’s CIC Agreementthe Corporation.

Voting Agreement. (a) Each Stockholder irrevocably Party, jointly and unconditionally severally, hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to that, during the Offer, such Stockholder shalltime this Agreement is in effect, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”): and in any action by written consent of the stockholders of the Company, it shall vote all of the Shares legally and/or beneficially owned by it (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of Merger, the Merger Agreement and (2as amended from time to time, except for an amendment, modification or waiver that results in termination of this Agreement pursuant to Section clause (a) without limitation of the preceding clause (1), the approval second sentence of Section 7 hereof) and any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, ; (2ii) any Acquisition Proposal and against any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, breach in any material respect, respect of any covenant, representation or warranty or any other obligation of the 4 5 Company under the Merger Agreement; and (iii) against any action or agreement that would materially impede, interfere with or attempt to discourage the Offer or the Merger. The Stockholder Parties hereby irrevocably grant to and appoint Parent as the Stockholder Parties' proxy and attorney-in-fact (with full power and substitution), for and in the name, place and stead of the Stockholder Parties, to vote, act by written consent or grant a consent, proxy or approval in respect of all Shares held by the Stockholder Parties with respect to such Stockholder under this Agreement. (b) Notwithstanding the foregoing vote or any contrary provision hereofaction by written consent, and solely for the purpose purposes of clarification, (i) until the later voting in favor of the Acceptance Time Merger, the Merger Agreement (as amended from time to time, except for an amendment, modification or the receipt by such Stockholder waiver that results in termination of this Agreement pursuant to clause (a) of the portion second sentence of Section 7 hereof) and any of the transactions contemplated by the Merger Consideration to which Agreement. The Stockholder Parties hereby affirm that such Stockholder is entitled proxy shall be irrevocable and shall be deemed coupled with an interest, in accordance with the terms Section 212(e) of the Offer Delaware General Corporation Law. This proxy shall lapse and be of no further force and effect from and after the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms date of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” terminated pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement7 hereof.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally Shareholder, by this Agreement hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to ), at any meeting of the shareholders of the Holding Company or in any action taken by the shareholders of the Holding Company without a meeting, all of such StockholderShareholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: Shares, (Ai) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the and all other transactions contemplated by the Merger Agreement and this Agreement, including the Offerand (ii) against any action, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation agreement or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the MergerMerger Agreement or the transactions contemplated thereby) and or proposal (4including any competing proposal) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of the Holding Company under the Merger Agreement or that could result in any of the conditions to the Holding Company’s obligations under the Merger Agreement not being fulfilled. Upon the execution of this Agreement by a Shareholder, such Stockholder under Shareholder hereby revokes any and all other proxies given by such Shareholder with respect to such Shareholder’s Shares. Such Shareholder acknowledges receipt and review of a copy of the Merger Agreement. For purposes of this Agreement, “Shares” shall mean, for each Shareholder, all shares of common stock, par value $.01 per share, and preferred stock, par value $.01 per share (“Company Stock”), of the Holding Company that such Shareholder beneficially owns at the date of this Agreement, together with the shares of Company Stock of which the Shareholder becomes the beneficial owner before the Effective Time, less any shares of Company Stock subsequently disposed of pursuant to a Permitted Transfer. (b) Notwithstanding the foregoing or any contrary provision hereofSuch Shareholder hereby irrevocably grants to, and appoints, Parent, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and any individual designated in writing by any of them, and each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the purpose name, place and stead of clarificationsuch Shareholder, (i) until to vote the later Shareholder’s Shares, or grant a consent, approval or dissent in respect of the Acceptance Time or Shareholder’s Shares in the receipt by manner in which such Stockholder of the portion of Shareholder is required to vote such Shareholder’s Shares pursuant to this Section 1. Such Shareholder understands and acknowledges that Parent is entering into the Merger Consideration to which Agreement in reliance upon such Stockholder Shareholder’s execution and delivery of this Agreement. Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1 is entitled given in accordance connection with the terms execution of the Offer and the Merger Agreement, and that such Stockholder shall retain all voting and other rights with respect irrevocable proxy is given to secure the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein performance of the duties of such StockholderShareholder under this Agreement. Such Shareholder hereby further affirms that the irrevocable proxy hereby granted is coupled with an interest and may under no circumstances be revoked unless and until the Expiration Date (as defined below). Such Shareholder hereby ratifies and confirms any and all votes, and no action taken consents or omitted other actions that any proxy appointed hereby may lawfully do or cause to be taken done by such Stockholder pursuant to virtue hereof. The proxy and power of attorney granted by each Shareholder is a durable power of attorney and shall survive the terms of this Agreement bankruptcy, death or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval incapacity of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementShareholder.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of Bancorp to approve the Merger or any related transaction (“Bancorp Shareholder Meeting”), or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of Bancorp (“Bancorp Common Stock”) entitled to be voted vote at such meeting, including all voting shares listed on Attachment A, and all shares of Bancorp Common Stock subsequently acquired by Director, including through the time exercise of any vote: stock option or warrant (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of PCB to complete the Merger, the ability of Bancorp to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided that the foregoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Bancorp. Director covenants and agrees that, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (ba) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter during the purpose of clarification, (i) until the later of the Acceptance Time Support Period any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iib) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC the Owned Shares except any proxy to carry out the intent of this Agreement”) or (B) any change . Attachment A also sets forth information with respect to the authority, duties, job location or any other matter applicable options and warrants to such Stockholder in his capacity as an executive, officer or director purchase Bancorp Common Stock owned by Director. [Name of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.Director]

Voting Agreement. (a) Each Stockholder Shareholder hereby irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant at each and every meeting of the shareholders of the Company, however called, and at every adjournment or postponement thereof prior to the OfferTermination Date (as defined below), and in any action by written consent of, or any other action by, the Company’s shareholders given or solicited prior to the Termination Date, such Stockholder shallShareholder shall vote or provide consent with respect to, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) all of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxyShareholder Securities now owned, or otherwise cause which may hereafter be acquired, by such Stockholder’s Subject Shares to Shareholder, and any other voting securities of the Company now owned, or which may hereafter be counted for purposes of determining the presence of a quorum at acquired, by such meeting Shareholder: (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (Aa) in favor of (1) the adoption of Shareholder Approval and the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectShareholder Resolutions, in each case as described in any material respect, the consummation Section 4.17 of the transactions contemplated by the Merger Exchange Agreement, including the Offer, ; and (2b) against any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, proposal or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction corporate action or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company under this the Transaction Documents (as defined in the Exchange Agreement) or which could result in any of the conditions to the Company’s rights or obligations under the Transaction Documents not being fulfilled. (b) Notwithstanding No Shareholder will enter into any agreement with any Person (other than the foregoing Company) prior to the Termination Date directly or indirectly to vote, consent, grant any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time proxy or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights give instructions with respect to the Subject Sharesvoting of, subject to such Stockholder’s voting the Shareholder Securities in respect of the matters described in Section 1.01(a) hereof, or the effect of which would be inconsistent with or violate any provision contained in this Section 1.01. Any vote or consent (or withholding of consent) by any Shareholder that is not in accordance with this Section 1.01 will be considered null and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholdervoid, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, 1.01 will be deemed to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementtake immediate effect.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Stockholder agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Stockholder shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Stockholder as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Stockholder may acquire from time to time after the fullest extent date hereof (including as a result of any conversion of shares of Series A Preferred Stock), in each case that such Subject Shares are entitled to be voted vote at such meeting (such voting shares together with the shares of Series A Preferred Stock owned by such Stockholder as of the date hereof along with any such shares of Series A Preferred Stock that the Stockholder may acquire from time of any vote: to time after the date hereof, “Owned Shares”): (Aa) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, any proposal that relates to an Acquisition Proposal or Alternative Transaction. Stockholder represents and warrants and covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall retain all not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement or the Merger Agreement. Stockholder hereby acknowledges that Stockholder is, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer stockholder of the Company or otherwise) for any purpose under any employmentCompany, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, bound by the consent or approval of such Stockholder (whether restrictions set forth in such Stockholder’s capacity as a stockholder, director or officer Section 6.7 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) to (A) facilitate any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) Acquisition Proposal or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAlternative Transaction.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any At every meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stock, however LACQ called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of LACQ with respect to any of the following matters, each Supporting Party shall, or shall cause the holder of record on any applicable record date to (including via proxy), vote all of the shares of LACQ Common Stock and any other equity securities of LACQ each such Stockholder’s Subject Shares to Supporting Party beneficially owns as of the fullest extent that date hereof and any other shares of LACQ Common Stock or any other equity securities of LACQ such Subject Shares are entitled Supporting Party purchases or otherwise acquires beneficial ownership of after the date hereof, on the record date of the vote or votes to be voted held at the time of any vote: such meeting: (Ai) in favor of the Transactions (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1)including, the approval of any proposal but not limited to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4ii) against (A) any action, proposal, transaction or agreement proposal that would reasonably be expected to result in a breach, any condition to the consummation of (1) the Merger or the conditions set forth in Article X of the Merger Agreement not being fulfilled or (2) any material respect, of Transaction not being consummated or fulfilled or (B) any covenant, representation or warranty or any other obligation merger or agreement of such Stockholder under this Agreementconstituting a Business Combination Proposal other than the Merger. (b) Notwithstanding During the foregoing or any contrary provision hereof, period commencing on the date hereof and for ending on the purpose of clarification, (i) until the later earlier of the Acceptance Time or the receipt by such Stockholder consummation of the portion Transactions and the termination of the Merger Consideration Agreement pursuant to which Article XI thereof, each Supporting Party shall not modify or amend any Contract between or among such Stockholder is entitled in accordance with the terms of the Offer and the Merger AgreementSupporting Party, such Stockholder shall retain all voting and other rights with respect to the Subject Sharesanyone related by blood, subject marriage or adoption to such Stockholder’s voting and other obligations hereunder and (ii) no covenant Supporting Party or agreement herein any Affiliate of such StockholderSupporting Party (other than LACQ or any of its Subsidiaries), on the one hand, and no action taken LACQ or omitted to be taken by such Stockholder pursuant to any of LACQ’s Subsidiaries, on the terms of other hand, in each case, except as contemplated under this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute Agreement (including the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementDisclosure Schedules thereto).

Voting Agreement. Each Stockholder, by this Agreement, does ---------------- hereby (a) Each Stockholder irrevocably and unconditionally agrees that agree to appear (or not appear, if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, requested by Purchaser or Merger Sub) at any annual, special, postponed or adjourned meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of the Company or otherwise cause the shares of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause Stock such Stockholder’s Subject Shares Stockholder beneficially owns to be counted as present (or absent, if requested by Purchaser or Merger Sub) thereat for purposes of determining the presence of establishing a quorum at and to vote or consent, and (b) constitute and appoint Purchaser and Merger Sub, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, as his true and lawful attorney and proxy for and in his name, place and ▇▇▇▇▇, to vote all the shares of Company Common Stock such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted Stockholder beneficially owns at the time of such vote, at any vote: annual, special, postponed or adjourned meeting of the stockholders of the Company (Aand this appointment will include the right to sign his or its name (as stockholder) to any consent, certificate or other document relating to the Company that the laws of the State of Minnesota may require or permit), in the case of both (a) and (b) above, (x) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for and adoption of the Merger Agreement on and the date on which the Company Stockholders Meeting is held; and other transactions contemplated thereby and (By) against (1) any action Acquisition Proposal (including any amendment to other than the Company’s certificate of incorporation or bylaws, as in effect on Merger and the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the other transactions contemplated by the Merger Agreement, including the Offerthereby), (2) any Acquisition Proposal and action or agreement that would result in a breach in any action in furtherance respect of any Acquisition Proposalcovenant, agreement, representation or warranty of the Company under the Merger Agreement and (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Companyother action that is intended, or could be expected, to impede, interfere with, delay, postpone, or adversely affect the Offer, the Merger and the other transactions contemplated by this Agreement, the Merger Agreement and the Ancillary Documents. This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder declares that it is irrevocable until this Agreement shall terminate in accordance with its terms. Each Stockholder hereby revokes all and any other extraordinary transaction involving proxies with respect to the Shares that such Stockholder may have heretofore made or granted. For shares of Company (other than Common Stock as to which a Stockholder is the Merger) and (4) beneficial but not the record owner, such Stockholder shall use his or its best efforts to cause any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement record owner of such Shares to grant to Purchaser a proxy to the same effect as that contained herein. Each Stockholder hereby agrees to permit Purchaser and Merger Sub to publish and disclose in the Offer Documents and the Proxy Statement and related filings under the securities laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to Until the Offer, such Stockholder shallExpiration Time, at any every meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders Company’s stockholders at which any of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares the following matters are to be counted for purposes voted on (and at every adjournment or postponement thereof), and on any action or approval of determining the presence Company’s stockholders by written consent with respect to any of a quorum at such meeting the following matters, the Stockholder shall vote (to including via proxy) all of the fullest extent that such Subject Covered Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause the holder of record on any applicable record date to be votedvote (including via proxy) with respect to all such Stockholder’s Subject Shares to of the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: Covered Shares) (Aa) in favor of (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on and the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the other transactions contemplated by the Merger Agreement, including any amended and restated Merger Agreement or amendment to the OfferMerger Agreement that, in any such case, increases the Per Share Merger Consideration or otherwise results in the Merger Agreement being objectively more favorable to the Company’s shareholders than the Merger Agreement in effect as of the date of this Agreement, (2) any Acquisition Proposal proposal to adjourn a meeting of the stockholders of the Company to solicit additional proxies in favor of the approval of the Merger Agreement, and any action in furtherance of any Acquisition Proposal, (3) the approval of any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or other proposal considered and voted upon by the Company, or any ’s shareholders necessary for consummation of the Merger and the other extraordinary transaction involving transactions contemplated by the Company (other than the Merger) Merger Agreement; and (4b) against (1) any action, proposal, transaction action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations set forth in Section 7.01 or Section 7.03 under the Merger Agreement not being satisfied and (2) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or could reasonably be expected to, materially and adversely impede, interfere with or adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement (clauses (a) and (b), the “Covered Proposals”). For the avoidance of doubt, nothing in this Agreement shall require the Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that could reasonably be expected to result in the amendment, modification or waiver of a breachprovision of the Merger Agreement, in any such case, in a manner that (a) decreases the Per Share Merger Consideration, changes the form, allocation or timing of payment of the merger consideration payable to stockholders of the Company or otherwise materially and adversely affects the consideration payable to the holders of Company Common Stock; (b) other than as contemplated by the Merger Agreement (as it exists on the date of this Agreement), imposes any material restrictions or any additional material conditions on the consummation of the Merger in a manner that adversely affects the Company in any material respect, of any covenant, representation ; (c) extends the End Date; or warranty or any other obligation or agreement of such Stockholder under this Agreement. (bd) Notwithstanding otherwise materially and adversely affects the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later stockholders of the Acceptance Time or Company. Except as expressly set forth in this Section 3.1, the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all not be restricted from voting and other rights in any manner with respect to the Subject Shares, subject to such Stockholder’s voting and any other obligations hereunder and (ii) no covenant matters presented or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant submitted to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer stockholders of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCompany.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of the Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to of his or her voting shares of capital stock of the fullest extent that such Subject Shares are Company entitled to be voted vote at the time of any vote: such meeting (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Merger Agreement and the transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption to approve the Merger Agreement; and (b) against any action or agreement that would impair the ability of Purchaser to complete the Merger, the ability of the Merger Agreement on Company to complete the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation Merger, or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided, including that the Offer, (2) any Acquisition Proposal foregoing applies solely to Director in his or her capacity as a shareholder and any action nothing in furtherance this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up directors of or by the Company. Director covenants and agrees that, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (ba) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter during the purpose of clarification, (i) until the later of the Acceptance Time Support Period any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iib) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) the Owned Shares except any change proxy to carry out the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director intent of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC this Agreement.

Voting Agreement. (a) Each a. During the Support Period, each Stockholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether each postponement, recess, adjournment or not an adjourned or postponed meetingcontinuation thereof) of the holders of Company Common StockCompany’s stockholders, however called (eachcalled, a “Company Stockholders Meeting”): and in connection with any written consent of the Company’s stockholders, if applicable, each Stockholder shall (i) be present, in person or represented by proxy, appear at such meeting or otherwise cause such Stockholder’s all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of determining the presence of calculating a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and quorum, and (ii) vote (or cause to be votedvoted (including by proxy or written consent, if applicable) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: vote thereat, as applicable, (A) in favor of (1) the adoption of the Merger Agreement and Agreement, (2B) without limitation of the preceding clause (1), the approval in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders Meeting Company’s stockholders to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is held; and Agreement, (BC) against (1) any action or proposal in favor of a Takeover Proposal, without regard to the terms of such Takeover Proposal, and (including D) against any action, proposal, transaction, agreement or amendment to of the Company’s certificate Governing Documents, in each case of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that this clause (D) which would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (21) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Rooster Merger. For the avoidance of doubt, the foregoing commitments apply to any Subject Shares held by any trust, limited partnership or other entity directly or indirectly holding Subject Shares for which such Stockholder serves in any partner, stockholder, trustee or similar capacity. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, it has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to any Subject Shares and (y) except as expressly set forth herein, each Stockholder has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Subject Shares. Each Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would violate the provisions of this Agreement. b. In furtherance and not in limitation of the foregoing, until the termination of this Agreement in accordance with its terms, each Stockholder hereby appoints each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ or any other person acting as Chief Executive Officer or General Counsel of Parent and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Support Period with respect to any and all of the Subject Shares in accordance with this Section 3. This proxy and power of attorney are given to secure the performance of the duties of each Stockholder under this Agreement. (b) Notwithstanding . Each Stockholder hereby agrees that this proxy and power of attorney granted by each Stockholder shall be irrevocable during the foregoing or term of this Agreement, shall be deemed to be coupled with an interest sufficient under applicable Law to support an irrevocable proxy and shall revoke any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt all prior proxies granted by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to any Subject Shares regarding the Subject Sharesmatters set forth in this first sentence of this paragraph. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant death or agreement herein incapacity of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to Until the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) earlier of the holders Effective Time or the termination of Company Common Stockthe Merger Agreement in accordance with its terms (the “Termination Date”), however called (each, a “Company Stockholders Meeting”): (i) be present, in person Stockholder hereby agrees to vote or represented by proxy, or otherwise cause such Stockholder’s Subject Shares exercise its right to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) consent with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are Stockholder is entitled to be voted vote at the time of any vote: (A) in favor of (1) the adoption of vote or action by written consent to approve and adopt the Merger Agreement and (2) without limitation any action required in furtherance thereof at any meeting of the preceding clause stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement (1or any amended version thereof), or such other required actions, are submitted for the consideration and vote of the stockholders of the Company. Until the Termination Date, Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, or (ii) proposal made in opposition to adjourn or postpone in competition with, corporate action the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption consummation of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes ofpurposes, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respectprevent or delay, the consummation of the Merger or the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, including Stockholder shall remain free to vote (or execute consents or proxies with respect to) the OfferShares with respect to any matter not covered by this Section 1.01 in any manner such Stockholder deems appropriate, provided that such vote (2or execution of consents or proxies with respect thereto) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would not reasonably be expected to result in a breachadversely affect, in any material respector prevent or delay the consummation of, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time Merger or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. From the date hereof until the termination of this Agreement in accordance with its terms (a) Each the “Support Period”), each Stockholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether each postponement, recess, adjournment or not an adjourned or postponed meetingcontinuation thereof) of the holders of Company Common StockCompany’s stockholders, however called (eachcalled, a “Company Stockholders Meeting”): and in connection with any written consent of the Company’s stockholders, such Stockholder shall (i) be present, in person or represented by proxy, appear at such meeting or otherwise cause such Stockholder’s Subject all of their Existing Shares (as defined below), and all other Company Common Stock over which they have acquired beneficial or record ownership and the power to vote or direct the voting thereof after the date hereof and prior to the applicable record date (together with the Existing Shares, the “Shares”) to be counted as present thereat for purposes of determining the presence of calculating a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and quorum, and (ii) vote (or cause to be votedvoted (including by proxy or written consent, if applicable) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: their Shares: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation the consummation of the preceding clause transactions contemplated thereby, including the Merger, (1), the approval B) in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders Meeting Company’s stockholders to a later date if there are not sufficient votes for adoption to approve the Merger Agreement, (C) in favor of any advisory, non-binding compensation proposal set forth in the Proxy Statement and submitted to the stockholders of the Company in connection with the Merger, (D) against any action or proposal in favor of any Competing Proposal, (E) against any action or proposal that could reasonably be expected to interfere with or delay the timely consummation of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and and (BF) against (1) any action (including any amendment amendments to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that and its Subsidiaries’ organizational documents if such amendment would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, prevent or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Closing. Each Stockholder covenants and agrees that, except for this Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereofthey have not entered into, and for shall not enter into during the purpose of clarificationSupport Period, (i) until the later of the Acceptance Time any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject their Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Until this Agreement has been terminated in accordance with its terms, each Stockholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual vote or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares exercise its right to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) consent with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are Stockholder is entitled to be voted vote at the time of any vote: (A) in favor of (1) vote or action by written consent to approve and adopt the adoption Merger Agreement, the Merger and all agreements related to the Merger and any actions related thereto at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement and other related agreements (2) without limitation or any amended version thereof), or such other actions, are submitted for the consideration and vote of the preceding clause stockholders of the Company. (1)b) Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any proposal to adjourn (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or postpone winding-up of the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) or any action (including any amendment to other extraordinary transaction involving the Company’s certificate , (iii) corporate action the consummation of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that which would reasonably be expected to frustrate the purposes ofpurposes, impedeor prevent or delay the consummation, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger AgreementAgreement or (iv) other matter relating to, including or in connection with, any of the Offerforegoing matters. (c) Notwithstanding the foregoing, (2) nothing in this Agreement shall require any Acquisition Proposal and Stockholder to vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to could result in the amendment, modification or a breachwaiver of a provision therein, in any material respectsuch case, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, in a manner that (i) until decreases the later amount or changes the form of the Acceptance Time Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Merger or the receipt by such Stockholder of the portion payment of the Merger Consideration to which such Stockholder is entitled stockholders or (iii) extends the End Date. Except as expressly set forth in accordance with the terms of the Offer and the Merger Agreementthis Section 1.01, such Stockholder Stockholders shall retain all not be restricted from voting and other rights in favor of, against or abstaining with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable presented to such Stockholder in his capacity as an executive, officer or director the stockholders of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCompany.

Voting Agreement. Unless FBS is in material default with respect to any covenant, representation, warranty or agreement with respect to it contained in the Merger Agreement, (a) Each Stockholder irrevocably and unconditionally each Shareholder hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual vote or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares exercise its right to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) consent with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are Shareholder is entitled to be voted vote at the time of any vote: vote or action by written consent to approve and adopt the Merger Agreement, the Merger, the Plan of Merger and all agreements related to the Merger and any actions related thereto at any meeting of the shareholders of Xenith, and at any adjournment thereof, at which such Merger Agreement, Plan of Merger and other related agreements (Aor any amended version thereof), or such other actions, are submitted for the consideration and vote of the shareholders of Xenith; and (b) each Shareholder hereby agrees that, for so long as this Agreement is in effect, it will not vote any Shares in favor of (1) the adoption of the Merger Agreement of, or consent to, and (2) without limitation of the preceding clause (1)will vote such Shares against and not consent to, the approval of any proposal (i) merger, share exchange, business combination, reorganization, recapitalization, dissolution, liquidation or winding-up of Xenith or any other extraordinary transaction involving Xenith, other than to adjourn vote in favor of, or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of consent to, the Merger Agreement on Agreement, the date on which Merger and the Company Stockholders Meeting is held; and Plan of Merger, (Bii) against (1) any corporate action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of which may frustrate the purposes, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement, including the Offer, Agreement or (2iii) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Companyother matter relating to, or in connection with, any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementmatters.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of Company entitled to be voted vote at the time such meeting, including all voting shares listed on Attachment A, and all voting shares of any vote: Company subsequently acquired by Director (Atogether, “Owned Shares”): (a) in favor of approval of (1i) the adoption of Merger Agreement and the transactions contemplated thereby, (ii) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (2iii) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Parent or Parent Bank to complete the Merger or Bank Merger, the ability of Company and Company Bank to complete the Merger or Bank Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided, including that the Offerforegoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Company or Company Bank. Director covenants and agrees that, except for this Agreement, he or she (2c) any Acquisition Proposal has not entered into, and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by shall not enter during the Company, or Support Period any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction voting agreement or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iid) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) the Owned Shares except any change proxy to carry out the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director intent of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC this Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s From the date hereof until termination of this Agreement in accordance with Section 6.02, each VC Shareholder hereby agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares have that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not been previously accepted for payment pursuant materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), the Company Charter Amendment, the Issuance and all agreements related to the Offer, such Stockholder shall, Investment and any actions related thereto at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders shareholders of the Company Common Stock, however called (each, a “Company Stockholders Shareholders Meeting”): (i) be present), in person or represented by proxyand at any adjournment thereof, at which such matters, or otherwise cause such Stockholder’s Subject Shares to be counted other actions, are submitted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) consideration and vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement shareholders of the Company and (2B) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the any such matters or actions at any Company Stockholders Meeting is heldShareholders Meeting; and (ii) that it will not vote any of its Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company (other than the Investment) or (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction Contract that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or materially and adversely affect, in each case in any material respect, affect the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, Transaction Agreement or any other extraordinary transaction involving the Company (other than the Merger) and (4) Transaction Document, including any action, proposal, transaction or agreement that would reasonably be expected Contract related to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreementan Acquisition Proposal. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any stockholder meeting of Parent to adopt the Merger Agreement or to approve the issuance of Parent Common Stock in connection with the Merger, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of Parent owned by such Director as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Director may acquire from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such meeting (Atogether, “Owned Shares”): (a) in favor of (1) the approval and adoption of the Merger Agreement and Agreement, (2) without limitation approval of the preceding clause issuance of Parent Common Stock in connection with the Merger, and (1), the 3) approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on or approve the date on which issuance of Parent Common Stock in connection with the Merger; and (b) against any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to complete the Company’s certificate of incorporation Merger, or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided, including that the Offerforegoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Parent. Director represents and warrants and covenants and agrees that, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (bx) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter into during the purpose of clarificationSupport Period, (i) until the later of the Acceptance Time any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period, is intendeda proxy, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) the Owned Shares except any change proxy to carry out the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director intent of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC this Agreement.

Voting Agreement. During the term of this letter agreement, the Stockholder hereby agrees to vote all the Shares (aas defined in paragraph 6(a)) Each owned by the Stockholder irrevocably and unconditionally any other capital stock of the Company that the Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise (“Additional Shares”) to approve and adopt the Merger Agreement (and any subsequent amendments thereto that do not effect the consideration payable to the Stockholder or adversely effect the Stockholder in any other manner), the Merger and all other agreements and actions to be undertaken in connection therewith, at every meeting of stockholders, if any, of the Company, and at every adjournment thereof (or by written consent in lieu of a meeting), at which such matters are submitted for the consideration and vote of stockholders of the Company. The Stockholder hereby further agrees that if such Stockholder’s Subject it will not vote (or give a written consent with respect to) any Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) Additional Shares in favor of the holders approval of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to offer for a later date if there are not sufficient votes for adoption merger, consolidation, business combination, tender offer, sale of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to substantially all of the Company’s certificate assets, sale of incorporation shares of capital stock or bylawssimilar transactions involving the Company or any of its subsidiaries, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of other than the transactions contemplated by the Merger Agreement, including the Offer, (2ii) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividendliquidation, dissolution, liquidation or winding up of the Company or by any other similar extraordinary transaction involving the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4iii) any actioncorporate action the consummation of which would frustrate the purposes, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respectprevent or delay the consummation, of the Merger or the transactions contemplated by the Merger Agreement. Except as set forth in the previous two sentences of this paragraph 1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any covenantmatter presented to the stockholders of the Company. Nothing in this letter agreement shall be construed as creating any obligations of, representation or warranty restrictions on, any officers, directors, employees or any other obligation or agreement representatives of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereofin their capacities as officers, and for the purpose of clarification, (i) until the later directors and/or employees of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCompany.

Voting Agreement. (a) Each Stockholder The Shareholder hereby irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to during the Offer, such Stockholder shallterm of this Agreement as specified in Section 3.2 below, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders shareholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”):or any adjournment thereof, in which the Shareholder is entitled to vote, consent or give any other approval, the Shareholder shall: (ia) be present, appear at each such meeting in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (iib) vote (or cause to be voted) with respect ), in person or by proxy, all of the Shares that are beneficially owned by the Shareholder or as to all such Stockholder’s Subject Shares which the Shareholder has, directly or indirectly, the sole right to vote or direct the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: voting, (Ai) in favor of (1) the adoption and approval of the Merger Agreement and the transactions contemplated thereby (2) without limitation including any amendments or modifications of the preceding clause terms thereof approved by the board of directors of the Company and adopted in accordance with the terms thereof); (1), the approval ii) in favor of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting, if necessary, to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment solicit additional proxies to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by approve the Merger Agreement, including the Offer, ; (2iii) any Acquisition Proposal and against any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would is reasonably be expected likely to result in a breach, breach in any material respect, respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder the Company under the Merger Agreement or of the Shareholder under this Agreement. ; and (biv) Notwithstanding the foregoing against any Acquisition Proposal or any contrary provision hereofother action, agreement or transaction that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and for adversely affect the purpose of clarification, (i) until the later consummation of the Acceptance Time transactions contemplated by the Merger Agreement or the receipt by such Stockholder this Agreement. The Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of the portion of Company, to approve or adopt the Merger Consideration to which such Stockholder is entitled Agreement unless this Agreement shall have been terminated in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement3.2 below.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s From the date hereof until termination of this Agreement in accordance with ‎Section 6.02, each VC Shareholder hereby agrees: (i) to vote or exercise its right to consent with respect to all Subject Shares have that such VC Shareholder is entitled to vote at the time of any vote or action by written consent in favor of any proposal (A) to approve and adopt the Transaction Agreement and the other Transaction Documents (including the Investor’s rights under Section 4.03 of the Investor Rights Agreement) (or in each case any amended version thereof; provided that such amendment is not been previously accepted for payment pursuant materially adverse to such VC Shareholder and does not increase the obligations of such VC Shareholder), the Company Charter Amendment, the Issuance and all agreements related to the Offer, such Stockholder shall, Investment and any actions related thereto at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders shareholders of the Company Common Stock, however called (each, a “Company Stockholders Shareholders Meeting”): (i) be present), in person or represented by proxyand at any adjournment thereof, at which such matters, or otherwise cause such Stockholder’s Subject Shares to be counted other actions, are submitted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) consideration and vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement shareholders of the Company and (2B) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the any such matters or actions at any Company Stockholders Meeting is heldShareholders Meeting; and (ii) that it will not vote any of its Subject Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (A) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company (other than the Investment) or (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction Contract that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or materially and adversely affect, in each case in any material respect, affect the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, Transaction Agreement or any other extraordinary transaction involving the Company (other than the Merger) and (4) Transaction Document, including any action, proposal, transaction or agreement that would reasonably be expected Contract related to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreementan Acquisition Proposal. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. 6.1 The Shareholder and the ▇▇▇▇▇▇ Parties agree that from the date of this Agreement and until immediately following the Next Annual Meeting or any adjournment or postponement thereof or December 31, 2009, whichever is earlier (a) Each Stockholder irrevocably the “Voting Agreement Termination Date”), at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof, and unconditionally agrees that on every action or approval by written consent of the shareholders of the Company, if any, the Shareholder and the ▇▇▇▇▇▇ Parties will take such Stockholder’s Subject Shares have actions as are necessary to effect the intent of this Agreement, including but not been previously accepted for payment pursuant limited to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) following: 6.1.1 Vote all of the holders Voting Shares in favor of Company Common Stockthe Director nominees recommended to the shareholders by the Board, however called which Director nominees shall be the individuals listed in Exhibit C for the terms listed in Exhibit C (eachunless they or any of them prior thereto shall have resigned or been removed as a director or otherwise shall have refused to stand for election); 6.1.2 Appear, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, cause the holder of record of any Voting Shares on any applicable record date to appear at such meeting or otherwise cause such Stockholder’s Subject the Voting Shares to be counted as present for purposes of determining the presence of establishing a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law)quorum; and (ii) 6.1.3 None of the Shareholder or the ▇▇▇▇▇▇ Parties shall take any position, make any statement or take any action inconsistent with the foregoing. 6.2 In order to secure the performance of the Shareholder’s and the ▇▇▇▇▇▇ Parties’ obligations under this Agreement, each such party hereby irrevocably grants a proxy appointing ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ each as such party’s attorney-in-fact and proxy, with full power of substitution, for and in its name, place and stead, to vote, express consent or dissent, or otherwise to utilize such party’s Voting Shares solely to vote (for the Directors or cause to be voted) with respect to all such Stockholder’s Subject Shares nominees listed on Exhibit C at the Next Annual Meeting or any other meeting of shareholders of the Company or any adjournment or postponement thereof prior to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Voting Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affectTermination Date, in each case in any material respect, the consummation a manner consistent with Section 6.1. Each of the transactions contemplated by Shareholder and the Merger Agreement, including the Offer, (2) ▇▇▇▇▇▇ Parties hereby represents and warrants that any Acquisition Proposal and any action proxies heretofore given in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later respect of the Acceptance Time or Voting Shares are not irrevocable and that any such proxies are hereby revoked. Each such party hereby affirms that THE PROXY AND POWER OF ATTORNEY SET FORTH IN THIS AGREEMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST and shall expire on the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Voting Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementTermination Date.

Voting Agreement. (a) Each Stockholder irrevocably DDC Holdings hereby agrees that, from and unconditionally agrees that if such Stockholder’s Subject Shares after the date hereof and until the Merger Agreement shall have not been previously accepted for payment pursuant to the Offer, such Stockholder shallterminated in accordance with Article VII thereof, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of Company Common Stockthe Company, however called (eachcalled, a “Company Stockholders Meeting”): (i) be presentand in any action by consent of the stockholders of the Company, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) DDC Holdings will vote (or cause to be voted) with respect to all such Stockholder’s Subject the Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: owned by it (Aa) in favor of (1) the adoption approval of the Merger and all the transactions contemplated by the Merger Agreement and this Agreement and otherwise in such manner as may be necessary to consummate the Merger; (2b) without limitation of the preceding clause (1)except as otherwise agreed to in writing in advance by DCNA, the approval of against any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylawsaction, as in effect on the date hereof)proposal, agreement or transaction that would reasonably be expected to frustrate the purposes ofresult in a breach of any covenant, impedeobligation, hinderagreement, interfere with, nullify, prevent, delay representation or adversely affect, in each case in any material respect, the consummation warranty of the transactions contemplated by Company contained in the Merger Agreement (whether or not theretofore terminated) or in this Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) ; and (4c) against any action, proposal, agreement or transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) that would could result in any of the conditions to the Company's obligations under the Merger Agreement (whether or not theretofore terminated) not being fulfilled or that is intended, or could reasonably be expected expected, to result in a breachimpede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the Merger Agreement (whether or not theretofore terminated), the Merger or this Agreement. DDC Holdings shall not enter into any agreement or understanding with any person or entity to vote the Shares or give instructions in any material respect, manner inconsistent with this Section 5.01. DDC Holdings acknowledges receipt and review of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion a copy of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.

Voting Agreement. During the term of this letter agreement, the Stockholder hereby agrees to vote all the Shares (aas defined in paragraph 6(a)) Each owned by the Stockholder irrevocably and unconditionally any other capital stock of the Company that the Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise (“Additional Shares”) to approve and adopt the Merger Agreement (and any subsequent amendments thereto that do not effect the consideration payable to the Stockholder or adversely effect the Stockholder in any other manner), the Merger and all other agreements and actions to be undertaken in connection therewith, at every meeting of stockholders, if any, of the Company, and at every adjournment thereof (or by written consent in lieu of a meeting), at which such matters are submitted for the consideration and vote of stockholders of the Company. The Stockholder hereby further agrees that if such Stockholder’s Subject it will not vote (or give a written consent with respect to) any Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) Additional Shares in favor of the holders approval of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to offer for a later date if there are not sufficient votes for adoption merger, consolidation, business combination, tender offer, sale of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to substantially all of the Company’s certificate assets, sale of incorporation shares of capital stock or bylawssimilar transactions involving the Company or any of its subsidiaries, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of other than the transactions contemplated by the Merger Agreement, including the Offer, (2ii) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividendliquidation, dissolution, liquidation or winding up of the Company or by any other similar extraordinary transaction involving the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4iii) any actioncorporate action the consummation of which would frustrate the purposes, proposalor prevent or delay the consummation, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with or the terms of the Offer and transactions contemplated by the Merger Agreement. Except as set forth in the previous two sentences of this paragraph 1, such the Stockholder shall retain all not be restricted from voting and other rights in favor of, against or abstaining with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant any matter presented to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer stockholders of the Company Company. Nothing in this letter agreement shall be construed as creating any obligations of, or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitationrestrictions on, the consent Stockholder or approval any of such Stockholder (whether its officers, directors, employees or other representatives in such Stockholder’s capacity its or their capacities as a stockholderofficers, director or officer directors and/or employees of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCompany.

Voting Agreement. The Stockholder hereby agrees to: (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant appear, or cause the holder of record on the applicable record date (the "Record Holder") to the Offer, such Stockholder shallappear, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) meeting of stockholders of the holders Company for the purpose of Company Common Stockobtaining a quorum; (b) vote, however called (each, a “Company Stockholders Meeting”): (i) be presentor cause the Record Holder to vote, in person or represented by proxy, all of the shares of the Company Common Stock owned or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares which the Stockholder has or shares voting power and shares of Company Common Stock which shall, or with respect to which voting power shall, hereafter be acquired by the fullest extent that such Subject Shares are entitled to be voted at Stockholder (collectively, the time of any vote: (A"Shares") in favor of (1) the adoption of Merger, the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of ) and the transactions contemplated by the Merger Agreement, including the Offer, ; (2c) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Companyvote, or any other extraordinary transaction involving cause the Company (other than Record Holder to vote, the Merger) and (4) Shares against any action, proposal, transaction proposal or agreement that would could reasonably be expected to result in a breach, breach in any material respect, respect of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and Company under the Merger Agreement, such Stockholder shall retain all voting and other rights with respect or which could reasonably be expected to result in any of the conditions to the Subject SharesCompany's obligations under the Merger Agreement not being fulfilled; and (d) vote, subject or cause the Record Holder to vote, such Stockholder’s voting and Shares against: (i) any extraordinary corporate transaction (other obligations hereunder than the Merger), such as a merger, consolidation, business combination, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries; and (ii) no covenant a sale or agreement herein transfer of such Stockholder, a material amount of the assets of the Company or any of its subsidiaries (each of the events described in (i) and no action taken or omitted to be taken by such (ii) above as an "Alternative Transaction"). The Stockholder pursuant to the terms acknowledges receipt and review of this Agreement or a copy of the Merger Agreement. Notwithstanding any other provision of this Article I, is intended, nor shall it be deemed or construed, to constitute the consent or approval provisions of such Article I shall not prohibit or restrain the Stockholder (whether in such Stockholder’s capacity from complying with his fiduciary obligations as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementCompany.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Consolidation Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of SCVE to approve the Consolidation or any related transaction, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are of his or her voting shares of capital stock of SCVE entitled to be voted vote at such meeting, including all voting shares listed on Attachment A, and all shares of SCVE Common Stock and SCVE Preferred Stock subsequently acquired by Director, including through the time exercise of any vote: stock option or warrant (Atogether, “Owned Shares”): (a) in favor of approval of (1) the adoption of Consolidation Agreement and the Merger transactions contemplated thereby, (2) any other matter that is required to facilitate the transactions contemplated by the Consolidation Agreement and (23) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldConsolidation Agreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Bancorp or BOS to complete the Consolidation, the ability of SCVE to complete the Consolidation, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Consolidation Agreement; provided, that the foregoing applies solely to Director in his or her capacity as a shareholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of SCVE. Director covenants and agrees that, except for this Agreement, including the Offer, he or she (2a) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter during the purpose of clarification, (i) until the later of the Acceptance Time Support Period any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iib) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period a proxy, is intended, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC the Owned Shares except any proxy to carry out the intent of this Agreement”) or (B) any change . Attachment A also sets forth information with respect to the authority, duties, job location or any other matter applicable options and warrants to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementpurchase SCVE Common Stock owned by Director.

Voting Agreement. From the date hereof until the earlier of (ai) Each Stockholder the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Shareholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any shareholder meeting of BKYF to approve the Merger Agreement or any adjournment or postponement thereof, Shareholder shall be present (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of BKYF beneficially owned by such Shareholder as of the date hereof along with respect to all such Stockholder’s Subject Shares shares over which the Shareholder may acquire beneficial ownership from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such meeting (Atogether, “Owned Shares”): (a) in favor of (1) the adoption approval of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to approve the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would be reasonably likely to impair the ability of Parent to complete the Merger, the ability of BKYF to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, any proposal that relates to an Acquisition Proposal without regard to the terms of such Stockholder proposal. Shareholder represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall retain all not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement Agreement. Shareholder hereby acknowledges that Shareholder is, in his or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s her capacity as a stockholderShareholder of BKYF, director or officer bound by the restrictions set forth in Section 5.9 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) for facilitate any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAcquisition Proposal.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Director agrees that at any stockholder meeting of the Company to adopt the Merger Agreement or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of the Company owned by such Director as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Director may acquire from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such meeting (Atogether, "Owned Shares"): (a) in favor of (1) the approval and adoption of the Merger Agreement and (2) without limitation of the preceding clause (1), the approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is heldAgreement; and and (Bb) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably impair the ability of Parent to complete the Merger, the ability of the Company to complete the Merger, or that would otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, Agreement and (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder any proposal that relates to an Acquisition Proposal or Alternative Transaction; provided, that the foregoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall retain all prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of the Company. Director represents and warrants and covenants and agrees that, except for this Agreement, he or she (x) has not entered into, and shall not enter into during the Support Period, any voting and other rights agreement or voting trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken shall not grant during the Support Period, a proxy, consent or omitted to be taken by such Stockholder pursuant power of attorney with respect to the terms Owned Shares except any proxy to carry out the intent of this Agreement Agreement. Director hereby acknowledges that Director is, in his or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s her capacity as a stockholder, director or officer stockholder of the Company or otherwise) for any purpose under any employmentCompany, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, bound by the consent or approval of such Stockholder (whether restrictions set forth in such Stockholder’s capacity as a stockholder, director or officer Section 6.7 of the Company Merger Agreement and agrees consistent therewith not to solicit or otherwise) to (A) facilitate any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) Acquisition Proposal or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementAlternative Transaction.

Voting Agreement. (a) Each Stockholder irrevocably From and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment after the date hereof, and until the termination of this Agreement pursuant to Section 9, each Stockholder hereby unconditionally and irrevocably agrees to appear at the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject all Shares it has the authority to vote at the Company Stockholders Meeting to be counted as present thereat for purposes of determining the presence of calculating a quorum at such meeting (under the Company's bylaws, and to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be votedvoted (including by written consent if applicable) with respect to all such Stockholder’s Subject of the Shares to the fullest extent that such Subject Shares are entitled Stockholder has the right to be voted at the time of any so vote: (Aa) in favor of (1) the adoption of the Merger Agreement and (2) without limitation approval of the preceding clause Merger; (1), the approval of b) against any Takeover Proposal or any proposal in opposition to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption approval of the Merger Agreement on or in competition with or materially inconsistent with the date on which the Company Stockholders Meeting is held; andMerger; (Bc) against (1) any other proposal with respect to an action (including or an agreement that in any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that manner would reasonably be expected to frustrate the purposes of, materially impede, hinder, interfere with, nullifydelay, prevent, delay postpone or adversely affect, in each case in any material respect, affect the Merger or the consummation of the other transactions contemplated by the Merger Agreement; and (d) against any amendment to the certificate of incorporation or bylaws of the Company that in any manner would be reasonably expected to materially impede, interfere with, delay, postpone or adversely effect the Merger or the consummation of the other transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or except as contemplated by the CompanyMerger Agreement or otherwise agreed to in writing by Parent or Merger Sub. Each Stockholder agrees that it will not knowingly enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violate this Section 1.1. For the avoidance of doubt, or notwithstanding anything in this Agreement to the contrary, in no event shall the Merger be consummated, notwithstanding any other extraordinary transaction involving vote taken at the Company (other than Stockholders Meeting, if the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion approvals of the Merger Consideration to which such Stockholder is entitled by the North Carolina Department of Insurance and the Ohio Department of Insurance required by Law have not been obtained or are not in accordance with the terms full force and effect as of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC AgreementClosing.

Voting Agreement. (a) Each a. During the Support Period, each Stockholder irrevocably and unconditionally hereby agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether each postponement, recess, adjournment or not an adjourned or postponed meetingcontinuation thereof) of the holders of Company Common StockCompany’s stockholders, however called (eachcalled, a “Company Stockholders Meeting”): and in connection with any written consent of the Company’s stockholders, if applicable, each Stockholder shall (i) be present, in person or represented by proxy, appear at such meeting or otherwise cause such Stockholder’s all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of determining the presence of calculating a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and quorum, and (ii) vote (or cause to be votedvoted (including by proxy or written consent, if applicable) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: vote thereat, as applicable, (A) in favor of (1) the adoption of the Merger Agreement and Agreement, (2B) without limitation of the preceding clause (1), the approval in favor of any proposal to adjourn or postpone such meeting of the Company Stockholders Meeting Company’s stockholders to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on the date on which the Company Stockholders Meeting is held; and Agreement, (BC) against (1) any action or proposal in favor of a Takeover Proposal, without regard to the terms of such Takeover Proposal, and (including D) against any action, proposal, transaction, agreement or amendment to of the Company’s certificate Governing Documents, in each case of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that this clause (D) which would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (21) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled Company contained in accordance with the terms of the Offer and the Merger Agreement, or of such Stockholder shall retain all voting and other rights with respect to contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, or adversely affect the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein consummation of such Stockholder, and no action taken or omitted to be taken the transactions contemplated by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intendedincluding the Rooster Merger. For the avoidance of doubt, nor shall it be deemed the foregoing commitments apply to any Subject Shares held by any trust, limited partnership or construed, to constitute the consent other entity directly or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) indirectly holding Subject Shares for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a partyserves in any partner, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director trustee or officer of similar capacity. Each Stockholder represents, covenants and agrees that, (x) except for this Agreement, it has not entered into, and shall not enter into during the Company Support Period, any voting agreement or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (voting trust with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreement.Subject Shares and

Voting Agreement. (a) Each Stockholder hereby irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual vote or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares exercise its right to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) consent with respect to all such Stockholder’s Subject Covered Shares to the fullest extent that such Subject Shares are Stockholder is entitled to be voted vote at the time of any vote: (A) in favor of (1) the adoption of vote or action by written consent to approve and adopt the Merger Agreement and (2) without limitation approve the Merger and the other transactions contemplated by the Merger Agreement and approve any other matters necessary for the consummation of the preceding clause (1)Merger and the other transactions contemplated by the Merger Agreement at any meeting of the stockholders of the Company, and at any adjournment or postponement thereof, at which such Merger Agreement, Merger or the other transactions contemplated by the Merger Agreement are submitted for the consideration and vote of the stockholders of the Company. Each Stockholder hereby agrees that it will not vote any Covered Shares in favor of, or consent to, and will vote against and not consent to, the approval of any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholders Meeting is held; and (Bi) against (1) any action (including any amendment to the Company’s certificate of incorporation or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3ii) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding winding-up of the Company or by any amalgamation, merger, sale of assets or other business combination between the Company, Company and any other Person or any other extraordinary transaction involving the Company (other than the Merger), (iii) and (4) any action, proposal, transaction or agreement that would other action the consummation of which could reasonably be expected to result in a breachimpede, in any material respectinterfere with, frustrate the purposes, or prevent or delay the consummation, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement. (b) Notwithstanding the foregoing or any contrary provision hereof, and for the purpose of clarification, (i) until the later of the Acceptance Time or the receipt transactions contemplated by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights with respect to (iv) change in the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant present capitalization or agreement herein of such Stockholder, and no action taken or omitted to be taken by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement, is intended, nor shall it be deemed or construed, to constitute the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer dividend policy of the Company or otherwise) for any purpose under any employment, severance, change-in-control amendment or similar agreement other change to the Company Charter or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer bylaws of the Company Company, or otherwise(v) to (A) other matter in furtherance of any change in the composition of the Board of Directors of the Company that might be deemed to result foregoing matters listed in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Controlclause (i), as amended and supplemented(ii), to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”iii) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(aiv) of such Stockholder’s CIC Agreementthis section.

Voting Agreement. (a) Each Stockholder irrevocably and unconditionally agrees that if such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to From the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) date hereof until the earlier of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the "Support Period"), Director agrees that at any stockholder meeting of Parent to adopt the Merger Agreement or to approve the issuance of Parent Common Stock in connection with the Merger, or any adjournment or postponement thereof, the Director shall be present, present (in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) and shall vote (or cause to be voted) the voting shares of capital stock of Parent owned by such Director as of the date hereof along with respect to all such Stockholder’s Subject Shares shares that the Director may acquire from time to time after the fullest extent date hereof, in each case that such Subject Shares are entitled to be voted vote at the time of any vote: such meeting (Atogether, "Owned Shares"): (a) in favor of (1) the approval and adoption of the Merger Agreement and Agreement, (2) without limitation approval of the preceding clause issuance of Parent Common Stock in connection with the Merger, and (1), the 3) approval of any proposal to adjourn or postpone the Company Stockholders Meeting such meeting to a later date if there are not sufficient votes for adoption of to adopt the Merger Agreement on or approve the date on which issuance of Parent Common Stock in connection with the Merger; and (b) against any action or agreement that would impair the ability of Parent to complete the Merger, the ability of the Company Stockholders Meeting is held; and (B) against (1) any action (including any amendment to complete the Company’s certificate of incorporation Merger, or bylaws, as in effect on the date hereof), agreement or transaction that would reasonably otherwise be expected to frustrate the purposes of, impede, hinder, interfere inconsistent with, nullify, prevent, impede or delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement; provided, including that the Offerforegoing applies solely to Director in his or her capacity as a stockholder and nothing in this Agreement shall prevent Director from discharging his or her fiduciary duties with respect to his or her role on the board of directors of Parent. Director represents and warrants and covenants and agrees that, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under except for this Agreement. , he or she (bx) Notwithstanding the foregoing or any contrary provision hereofhas not entered into, and for shall not enter into during the purpose of clarificationSupport Period, (i) until the later of the Acceptance Time any voting agreement or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and the Merger Agreement, such Stockholder shall retain all voting and other rights trust with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder Owned Shares and (iiy) no covenant or agreement herein of such Stockholderhas not granted, and no action taken or omitted to be taken by such Stockholder pursuant to shall not grant during the terms of this Agreement or the Merger AgreementSupport Period, is intendeda proxy, nor shall it be deemed or construed, to constitute the consent or approval power of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, the consent or approval of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (attorney with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) the Owned Shares except any change proxy to carry out the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director intent of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC this Agreement.

Voting Agreement. (a) Each Stockholder irrevocably Prior to the Expiration Date, at every meeting of the stockholders of the Company called with respect to any of the following, and unconditionally agrees that if at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each of the Stockholders shall Vote (or cause to be Voted) such Stockholder’s Subject Shares have not been previously accepted for payment pursuant to the Offer, such Stockholder shall, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a “Company Stockholders Meeting”): (i) be present, in person or represented by proxy, or otherwise cause such Stockholder’s Subject Shares to be counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent that such Subject Shares may be counted for quorum purposes under applicable Law); and (ii) vote (or cause to be voted) with respect to all such Stockholder’s Subject Shares to the fullest extent that such Subject Shares are entitled to be voted at the time of any vote: (A) in favor of (1) the adoption of the Merger Agreement and (2) without limitation approval of each of the preceding clause (1transactions contemplated thereby and any other action reasonably requested by Parent in furtherance thereof. Furthermore, none of the Stockholders shall knowingly take any action inconsistent with this Section 1.1(a), prior to the Expiration Date. (b) In addition to the foregoing, prior to the Expiration Date, at any meeting of the Company Stockholders or at any adjournment or postponement thereof or in any other circumstances upon which any Vote, consent or other approval is sought, each of the Stockholders shall Vote (or cause to be Voted) all of such Stockholder’s Subject Shares against (i) the approval of any proposal Alternative Transaction or the adoption of any agreement relating to adjourn or postpone any Alternative Transaction and (ii) any amendment of the Company Stockholders Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which Charter or Company Bylaws or any other action, agreement, proposal or transaction involving the Company Stockholders Meeting is held; and (B) against (1) or any action (including any of its Subsidiaries which amendment to the Company’s certificate of incorporation or bylawsother action, as in effect on the date hereof)agreement, agreement proposal or transaction that would, or would reasonably be expected to frustrate the purposes ofto, impede, hinder, interfere with, nullify, prevent, delay or adversely affect, in each case in any material respect, the consummation of the transactions contemplated by the Merger Agreement, including the Offer, (2) any Acquisition Proposal and any action in furtherance of any Acquisition Proposal, (3) any merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of or by the Company, or any other extraordinary transaction involving the Company (other than the Merger) and (4) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach, in any material respect, breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement or would, or would reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or nullify the Merger, the Merger Agreement or any of the transactions contemplated hereby or by the Merger Agreement. (bc) Notwithstanding the foregoing or any contrary provision hereofforegoing, and for the purpose of clarification, (i) until the later each of the Acceptance Time Stockholders shall remain free to Vote such Stockholder’s Subject Shares with respect to any matter not covered by this Section 1.1, but only to the extent that such Vote would not reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, prevent, burden, delay or the receipt by such Stockholder of the portion of the Merger Consideration to which such Stockholder is entitled in accordance with the terms of the Offer and nullify the Merger Agreement, such Stockholder shall retain all voting and the Merger or any of the other rights with respect to the Subject Shares, subject to such Stockholder’s voting and other obligations hereunder and (ii) no covenant or agreement herein of such Stockholder, and no action taken or omitted to be taken transactions contemplated by such Stockholder pursuant to the terms of this Agreement or the Merger Agreement. For purposes of this Agreement, is intended“Vote” shall mean voting in person or by proxy in favor of or against any action, nor shall it be deemed otherwise consenting or construed, to constitute the withholding consent or approval in respect of such Stockholder any action (whether in such Stockholder’s capacity as a stockholder, director or officer of the Company or otherwise) for any purpose under any employment, severance, change-in-control or similar agreement or arrangement to which such Stockholder is a party, including, without limitation, consenting in accordance with Section 228 of the DGCL) or taking other action in favor of or against any action; “Voting” and “Voted” shall have correlative meanings. Any such Vote shall be cast, or consent or approval shall be given, for purposes of this Section 1, 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 in accordance herewith the results of such Stockholder (whether in such Stockholder’s capacity as a stockholder, director Vote or officer of the Company or otherwise) to (A) any change in the composition of the Board of Directors of the Company that might be deemed to result in a “Change in Control” pursuant to the provisions of Section 3 of the Agreement re: Change of Control, as amended and supplemented, to which such Stockholder and the Company are a party (with respect to each such Stockholder, such Stockholder’s “CIC Agreement”) or (B) any change to the authority, duties, job location or any other matter applicable to such Stockholder in his capacity as an executive, officer or director of the Company that might constitute a “Qualifying Termination” under Section 5(a) of such Stockholder’s CIC Agreementconsent.