Common use of Stock Power Clause in Contracts

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto __________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.

Stock Power. Instructions: Please For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the books and records of the aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 1, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the “Award Agreement”), and do not fill in hereby irrevocably constitute and appoint the Secretary of the Corporation attorney, with full power of substitution, to transfer this stock on the books and records of the aforesaid Corporation. To the extent the restrictions on transfer of any blanks other than portion of such shares under the signature line. The purpose of Award Agreement have lapsed or expired, this Stock Power is shall cease to enable the Company be of legal effect with respect to exercise its repurchase option set forth that portion of such shares following their release to me, free of restriction, as provided in the Agreement without requiring additional signatures Award Agreement. Xxxxxxx X. Xxxxxxxx Dated: In the presence of: STOCK POWER For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the part books and records of Holder. FOR VALUE RECEIVEDthe aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 1, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the undersigned (“HolderAward Agreement”), and do hereby sellsirrevocably constitute and appoint the Secretary of the Corporation attorney, assigns with full power of substitution, to transfer this stock on the books and transfers unto ____________________________________________records of the aforesaid Corporation. To the extent the restrictions on transfer of any portion of such shares under the Award Agreement have lapsed or expired, this Stock Power shall cease to be of legal effect with respect to that portion of such shares following their release to me, free of restriction, as provided in the Award Agreement. Xxxxxxx X. Xxxxxxxx Dated: In the presence of: STOCK POWER For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the books and records of the aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 1, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the “Award Agreement”), and do hereby irrevocably constitute and appoint the Secretary of the Corporation attorney, with full power of substitution, to transfer this stock on the books and records of the aforesaid Corporation. To the extent the restrictions on transfer of any portion of such shares under the Award Agreement have lapsed or expired, this Stock Power shall cease to be of legal effect with respect to that portion of such shares following their release to me, free of restriction, as provided in the Award Agreement. Xxxxxxx X. Xxxxxxxx Dated: In the presence of: EXHIBIT B FORM OF INITIAL GRANT AGREEMENT FIRST PACTRUST BANCORP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT-INDUCEMENT GRANT NQSO NO. ______ This Option is granted on November 1, 2010 (“Transferee”) ___________________ shares of the Common Stock of [Company Name]"Grant Date"), by First PacTrust Bancorp, Inc., a Delaware Maryland corporation (the “Company”"Corporation"), standing to Xxxxxxx X. Xxxxxxxx (the "Optionee"), in Holder’s name on accordance with the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, following terms and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.conditions:

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto ______________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s 's name on the Company’s 's books as Certificate No. [U]CS-U]CS- ___________ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print NamePRINT NAME) Dated: By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated __________ January 10th, 2020 and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.. EXHIBIT B ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION The undersigned has entered into a stock purchase agreement with Legion Works Inc, a Delaware corporation (the “Company”), pursuant to which the undersigned is purchasing 525,000 shares of Common Stock of the Company (the “Shares”). In connection with the purchase of the Shares, the undersigned hereby represents as follows:

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVEDRECEIVED and pursuant to Section 2(c) of that certain Assumed Restricted Stock Award Agreement under the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan between the undersigned (“HolderGrantee”) and Pardes Biosciences, Inc, a Delaware corporation (the “Company”), with an original grant date of _____, 2020 and an assumed date of December 23, 2021 (the “Agreement”), the Grantee hereby sells, assigns and transfers unto the Company shares of the Common Stock of the Company standing in Grantee’s name on the Company’s books, whether held in uncertificated form or certificated form as Certificate No. , and does hereby irrevocably constitute and appoint ___________________ to transfer said stock on the books of the Company with full power of substitution in the premises. THIS STOCK POWER MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE PLAN. Date: GRANTEE: Dated: Xxxxxxx’s Signature Xxxxxxx’s name and address: Spouse of Holder (If Applicable): Signature Name: ________________________________ INCENTIVE STOCK OPTION AGREEMENT UNDER THE PARDES BIOSCIENCES, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: [Vesting/Exercisability Date: ] Expiration Date: [up to 10 years (5 if a 10% owner)] Pursuant to the Pardes Biosciences, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “TransfereePlan”) ___________________ shares of the Common Stock of [Company Name]), a Delaware corporation Pardes Biosciences, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the premises. Dated: HOLDER: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxxPlan.

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto __________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-UCS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Restricted Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVEDFor Value Received, the undersigned (“Holder”), hereby sells, assigns and transfers unto _________________________Del Global Technologies Corporation (the "Corporation"), or its assignee or designee, Three Hundred Seventy (370) Shares of the Common Stock of the Corporation represented by Certificates Nos. S16565, S11088 and S12072, standing in the name of the undersigned on the books of said Corporation and do hereby irrevocably constitute and appoint the President or the Secretary of the Corporation Attorney to transfer the said Stock on the books of the aforementioned Corporation with full power of substitution in the premises. FBO Trugman Family Trust Dated: March 10, 2003 In the presence of: _________________________ (“Transferee”) ___________________ shares of By: /s/ Leonard A. Trugman ---------------------- Leonard A. Trugman, Trustex Xxxxx: Xxxxh 10, 2003 In the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ___________presence of: _________________________ to transfer said stock on By: /s/ Riva Trugman ---------------------------------------- Riva Trugman, Trustee TAB 3 MUTUAL RELEASE For good and valuable cause and consideration, Del Global Technologies Corp. and Riva Trugman hereby release and forever discharge each other from xxx xxx xxx claims, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, of any kind or nature, known or unknown, fixed of contingent, direct of indirect, which either of them now has or hereafter may have against the books other from the beginning of the Company with full power of substitution in the premisesworld to March 10, 2003. Dated: HOLDERMarch 10, 2003 Dated: (Print Name) March 10, 2003 Del Global Technologies Corp. By: (Signature) Name/s/ Samuel E. Park /s/ Riva Trugman ------------------- ----------------- Samuel E. Park, Riva Trugman President MUTUAL RELEASE For good and valuable cause and consideration, Del Global Technologies Corp. and Robyn Simon hereby release and forever discharge each other from axx xxx xxx claims, causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, of any kind or nature, known or unknown, fixed of contingent, direct of indirect, which either of them now has or hereafter may have against the other from the beginning of the world to March 10, 2003. Dated: TitleMarch 10, 2003 Dated: AddressMarch 10, 2003 Del Global Technologies Corp. By: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company/s/ Samuel E. Park /s/ Robyn Simon ------------------- ---------------- Samuel E. Park, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.Robyn Simon President

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto ____________________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s 's name on the Company’s 's books as Certificate No. [U]CS-U]CS ____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print NamePRINT NAME) Dated: ______________________ By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the Company, dated __________ January 10th, 2020 and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.. EXHIBIT B

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVEDFor Value Received, the undersigned (“Holder”)undersigned, Franklin Asset, LLC hereby sells, assigns and transfers unto __________________________________________________ (“Transferee”) ___________________ 4,724.1330831 shares of the Common Stock Class C Preferred Stock, $100,000 par value per share, of [Company Name]Huntington Preferred Capital II, a Delaware Inc., an Ohio corporation (the “CompanyCorporation”), standing in Holder’s its name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company Corporation and represented by Certificate Number C-1, which is tendered herewith, to The Huntington National Bank, and hereby irrevocably constitutes and appoints Porter, Wright, Xxxxxx & Xxxxxx LLP as its attorney-in-fact to transfer said shares on the books of the Corporation, with full power of substitution in the premises. Dated: HOLDER: (Print Name) May , 2011 FRANKLIN ASSET, LLC By: (Signature) Name: Xxxxxx X. Xxxx Title: Address: Email: This Stock Power may only be used President EXHIBIT 4 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as authorized of this 23rd day of May, 2011 (the “Amendment Effective Date”), by the Common Stock Purchase Agreement between the Holder and among FRANKLIN CREDIT ASSET CORPORATION, a Delaware Corporation (“Franklin Asset”), TRIBECA LENDING CORP., a New York corporation (“Tribeca”), Franklin Asset, LLC, a Delaware limited liability company (“FCAC Subco”) and the Companyother Borrowers listed on Schedule 1 hereto (together with Franklin Asset, Tribeca and FCAC Subco, each, a “Borrower” and collectively, the “Borrowers”), the FINANCIAL INSTITUTIONS SIGNATORY HERETO as Lenders (as defined in the Credit Agreement defined below), and THE HUNTINGTON NATIONAL BANK, a national banking association (“Huntington”) as administrative agent for the Lenders, in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”). This Amendment further amends and modifies a certain Amended and Restated Credit Agreement dated __________ as of March 31, 2009 (as amended, supplemented, restated, or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) by and among the Borrowers, the Lenders and the exhibits theretoAdministrative Agent. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the IRS Service Center where you file your tax returns. See xxx.xxx.xxxCredit Agreement.

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto __________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDER: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Restricted Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.

Stock Power. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. FOR VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto __________________________________________________ (“Transferee”) ___________________ shares of the Common Stock of [Company Name]Confluent, Inc., a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ UCS- whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. DatedDate: HOLDER: (Print NamePRINT NAME) By: (Signature) Name: Title: Address: Email: Spouse of Holder (if applicable) This Stock Power may only be used as authorized by the Common Early Exercise Notice and Restricted Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits thereto. Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.

Stock Power. Instructions: Please For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the books and records of the aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 17, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the “Award Agreement”), and do not fill in hereby irrevocably constitute and appoint the Secretary of the Corporation attorney, with full power of substitution, to transfer this stock on the books and records of the aforesaid Corporation. To the extent the restrictions on transfer of any blanks other than portion of such shares under the signature line. The purpose of Award Agreement have lapsed or expired, this Stock Power is shall cease to enable the Company be of legal effect with respect to exercise its repurchase option set forth that portion of such shares following their release to me, free of restriction, as provided in the Agreement without requiring additional signatures Award Agreement. _____________________________________________ Dated: In the presence of: STOCK POWER For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the part books and records of Holder. FOR VALUE RECEIVEDthe aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 17, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the undersigned (“HolderAward Agreement”), and do hereby sellsirrevocably constitute and appoint the Secretary of the Corporation attorney, assigns with full power of substitution, to transfer this stock on the books and transfers unto records of the aforesaid Corporation. To the extent the restrictions on transfer of any portion of such shares under the Award Agreement have lapsed or expired, this Stock Power shall cease to be of legal effect with respect to that portion of such shares following their release to me, free of restriction, as provided in the Award Agreement. __________________________________________________ Dated: In the presence of: STOCK POWER For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc. (the "Corporation") all shares of the capital stock of the Corporation, standing in my name on the books and records of the aforesaid Corporation (whether in certificated form or book-entry or similar form), that are issued to me pursuant to that certain Restricted Stock Agreement, dated November 17, 2010, to which the Corporation and I are parties (as the same may from time to time be amended, the “TransfereeAward Agreement”) ), and do hereby irrevocably constitute and appoint the Secretary of the Corporation attorney, with full power of substitution, to transfer this stock on the books and records of the aforesaid Corporation. To the extent the restrictions on transfer of any portion of such shares under the Award Agreement have lapsed or expired, this Stock Power shall cease to be of legal effect with respect to that portion of such shares following their release to me, free of restriction, as provided in the Award Agreement. ___________________ shares of the Common Stock of [Company Name], a Delaware corporation (the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________ to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: HOLDERIn the presence of: (Print Name) By: (Signature) Name: Title: Address: Email: This Stock Power may only be used as authorized by the Common Stock Purchase Agreement between the Holder and the CompanyEXHIBIT B FORM OF INITIAL GRANT AGREEMENT FIRST PACTRUST BANCORP, dated ____INC. NON-QUALIFIED STOCK OPTION AGREEMENT-INDUCEMENT GRANT NQSO NO. ______ This Option is granted on November 17, 2010 (the "Grant Date"), by First PacTrust Bancorp, Inc., a Maryland corporation (the "Corporation"), to Xxxxxxx Xxxxxx the "Optionee"), in accordance with the following terms and the exhibits thereto. IF YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY. THE FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT. YOU MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES. YOU (AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON HAS PREVIOUSLY MADE THIS FILING ON YOUR BEHALF. The election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where you file your tax returns. See xxx.xxx.xxx.conditions: