Common use of Voting of Shares Clause in Contracts

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by this Agreement, at every annual, special or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. From the date hereof until the occurrence of a Termination Event (aas defined in Section 4.2) Subject to Section 2.4, each Stockholder, by this Agreement(the "Term"), at every annual, special or adjourned any meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, irrevocably agrees to however called, and in any action by consent of the shareholders of the Company, each Shareholder shall vote any and all of its Shares entitled to be voted thereat (or to cause any and all such Shares to be voted: ) its Shares (ia) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger AgreementAgreement (as amended from time to time), (iib) against (Ai) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person Takeover Proposal (other than the Merger), (B) any Acquisition Proposal, (C) any change as defined in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (Eii) any other proposal for action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which is reasonably likely to result in any of the conditions to the Company’s Parent's and Purchaser's obligations under the Merger Agreement not being fulfilled, (iii) any change in the directors of the Company, (iv) any change in the present capitalization of the Company, (v) any amendment to the Company's Second Restated Articles of Incorporation or the Second Amended and Restated By-Laws, (vi) any other material change in the Company's corporate structure or business, or (zvii) a delay any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of completion of the Offer and/or the Merger, such transactions being consummated and (iiic) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review , including the ability of a copy of the Merger AgreementPurchaser or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by From the date hereof until the termination of this Agreement, at every annual, special or adjourned any meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, irrevocably agrees to however called, or at any adjournment, postponement or continuation thereof (including, without limitation, each annual or special meeting of the shareholders) and in any action by consent of the shareholders of the Company, the shareholder shall vote any and all of its the Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the Merger and the adoption of the Merger Agreement and approval of the Merger Agreement (together with any amendment to the Merger Agreement which does not reduce the aggregate consideration to be received by the shareholders of the Company, does not materially increase the liabilities of the shareholders of the Company, taken as a whole, or is not otherwise materially adverse to the shareholders of the Company, taken as a whole) and the other all transactions contemplated by the Merger Agreementthereby, (ii) against (A) any Competing Transaction and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any change in the Board of Directors of the conditions Company, or any change in the articles of incorporation, bylaws or current certificates of designations (the “Charter Documents”) which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Company’s obligations under , the transactions contemplated by the Merger Agreement not or the likelihood of such transactions being fulfilled, or (z) a delay of completion of the Offer and/or the Mergerconsummated, and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder Agreement and related agreements, including, without limitation, any further agrees amendment, waiver or modification of the Charter Documents in connection therewith, which is considered at any such meeting of Shareholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including, without limitation, the Merger Agreementability for Newco or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject Stockholder hereby irrevocably agrees that from the date hereof until the termination of this Agreement pursuant to Section 2.4, each Stockholder, by this Agreement3.1 (the “Term”), at every annual, special or adjourned any meeting of the stockholders of the Company called, however called and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees in each case prior to the Effective Time, Stockholder shall vote any and all (or direct the record owner of its Shares entitled to be voted thereat or to cause any and all such Stockholder’s Shares to be voted: vote) Stockholder’s Shares (i) in favor of the approval of the Merger and the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby; (ii) if so directed by Parent, against any Takeover Proposal (as defined in the Merger Agreement, (ii) and against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which could reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion any change in the composition of the Offer and/or board of directors of the MergerCompany (except as contemplated by the Merger Agreement), any change in the present capital structure of the Company or any amendment to the Company’s corporate structure or business, or any other action which could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the transactions contemplated by this Agreement or the Merger Agreement or the likelihood of such transactions being consummated; and (iii) in favor of any other matter relating to reasonably necessary for the consummation of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of the stockholders of the Company or in any such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including, without limitation, documents enabling Parent and Merger Sub or their nominee(s) to vote Stockholder’s Shares directly. Each Stockholder further hereby agrees to cause permit Parent and the Shares beneficially owned by such Stockholder Company to be voted publish and disclose in accordance any materials delivered to the stockholders of the Company in connection with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement, Stockholder’s identity and ownership of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by From the period commencing with the execution and delivery of this AgreementAgreement and continuing until the Expiration Date (as defined below), at every annual, special or adjourned meeting of the stockholders of the Company calledcalled with respect to any of the following, and at every adjournment, postponement or adjournment recess thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees with respect to any of the following, each Stockholder shall vote any and all of its Shares entitled or cause to be voted thereat the Subject Shares that such Stockholder is entitled to vote (including by delivering to the Secretary of the Company a duly executed proxy card): (x) unless the Company Board, upon the recommendation of the Special Committee, has made a Company Board Recommendation Change that has not been rescinded or to cause any and all such Shares to be voted: (i) otherwise withdrawn, in favor of the adoption of the Merger Agreement and the approval of the Merger Transactions, including the Merger, the Charter Amendment and the Bylaw Amendment, and any action or proposal that would reasonably be expected to be in furtherance of the foregoing, and (y) against any other transactions contemplated action, proposal or agreement that is not recommended by the Merger AgreementCompany Board, (ii) against upon the recommendation of the Special Committee, and that would reasonably be expected to (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (yB) result in any of the conditions to the Company’s obligations consummation of the Merger or the Charter Amendment or the Bylaw Amendment under Section 7.01 or Section 7.02 of the Merger Agreement not being fulfilled, or (zC) a impede, frustrate, interfere with, delay of completion of the Offer and/or or adversely affect the Merger, the Charter Amendment, the Bylaw Amendment and (iii) in favor of any the other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each Each Stockholder, by this Agreement, does hereby constitute and appoint Buyer, 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 steax, xx vote each of its or his Shares at every any annual, special or adjourned meeting of the stockholders of the Company called(and this appointment will include the right to sign its or his name (as stockholder) to any consent, and at every postponement certificate or adjournment thereof, and on every action or approval by written consent other document relating to the Company which the laws of the stockholders State of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat Delaware may require or to cause any and all such Shares to be voted: permit) (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the board of directors of the Company and any Person (other than as of the Merger), date hereof; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s Certificate 's certificate of Incorporation incorporation or Byby-laws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action which, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by this Agreement and the Merger Agreement. Each This proxy and power of attorney is a proxy and power coupled with an interest, and each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoingdeclares that it is irrevocable. Each Stockholder acknowledges receipt hereby revokes all and review of a copy of any other proxies with respect to the Merger AgreementShares that it or he may have heretofore made or granted.

Voting of Shares. (a) Subject From the date hereof until the ---------------- termination of this Agreement pursuant to Section 2.4, each Stockholder, by this Agreement5.2 hereof (the "Term"), at every annual, special or adjourned ---- any meeting of the stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to Stockholder shall vote any and all of its his Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the adoption Merger and the Merger Agreement (as amended from time to time; provided that Stockholder shall not be required to vote in favor of the Merger Agreement and approval of or the Merger and the other transactions contemplated by if the Merger AgreementAgreement has been amended in any manner that is material and adverse to the Stockholder without such Stockholder's written consent), (ii) against (A) any Takeover Proposal and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which is reasonably likely to result in any of the conditions to of the Company’s 's obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion any change in the directors of the Offer and/or Company, any change in the Mergerpresent capitalization of the Company or any amendment to the Company's Articles of Incorporation or By-Laws, any other material change in the Company's corporate structure or business, or any other action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the Merger Agreementability for Purchaser or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject From the date hereof until the termination of this Agreement pursuant to Section 2.4, each Stockholder, by this Agreement4.2 hereof (the “Term”), at every annual, special or adjourned any meeting of the stockholders of the Company calledCompany, however called and at every any adjournment or postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of the Stockholder shall (A) appear at such meeting or otherwise cause its Shares entitled to be voted thereat or to cause any and all such Shares to be counted as present thereat for purposes of establishing a quorum and (B) vote (or cause to be voted: ) its Shares (i) in favor of the adoption of Merger, the Merger Agreement and approval of the Merger and all the other transactions contemplated by the Merger Agreementthereby, (ii) against (Aa) any Takeover Proposal, (b) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which is reasonably likely to result in any of the conditions to of the Company’s obligations under the Merger Agreement not being fulfilled, (c) any change in the directors of the Company, (d) any change in the present capitalization of the Company or any amendment to the Company’s Restated Certificate of Incorporation, as amended, or By-Laws or (ze) a delay of completion any other change in the Company’s corporate structure or business or change in any manner of the Offer and/or voting rights of the MergerCompany’s capital stock, or any other action, which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the ability for Merger AgreementSub or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject During the period commencing on the date hereof and continuing until the earlier to Section 2.4occur of (i) the Effective Time or (ii) termination of the Merger Agreement but in no event later than October 31, each Stockholder, by this Agreement1997 (the "Restriction Period"), at every annual, any meeting (whether annual or special and whether or not an adjourned meeting or postponed meeting) of the stockholders holders of Shares, however called, Shareholder will appear at the meeting or otherwise cause the Company calledSecurities to be counted as present thereat for purposes of establishing a quorum and vote or, and at every postponement or adjournment thereof, and on every action or approval by in connection with any written consent of the stockholders holders of the CompanyShares, irrevocably agrees to vote any and all of its Shares entitled consent (or cause to be voted thereat or to cause any and all such Shares to be voted: consented) the Company Securities (iA) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company Agreement and this Agreement and any Person (other than the Merger), actions required in furtherance thereof and hereof; (B) against any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (C) except as otherwise agreed to in writing in advance by Parent in its sole discretion, against the following actions (y) any of the conditions to the Company’s obligations under other than the Merger Agreement not being fulfilled, or (z) a delay of completion of and the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions expressly contemplated by the Merger Agreement. Each Stockholder further agrees ): (1) any Company Takeover Proposal or Company Acquisition Agreement and (2)(v) any change in a majority of the persons who constitute the Company Board; (w) any material change in the present capitalization of the Company, including without limitation any proposal to cause sell a substantial equity interest in the Shares beneficially owned Company or any of its Subsidiaries; (x) any amendment of the Company's Certificate of Incorporation or By-laws; (y) any other change in the Company's corporate structure or business; or (z) any other action which, in the case of each of the matters referred to in clauses (2)(v), (w), (x) or (y), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt this Agreement and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by Beginning on the date hereof and ending on the date of termination of this Agreement, each Stockholder hereby agrees to vote each Share at every any annual, special or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by execute a written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat or to cause any and all such Shares to be voted: in lieu thereof (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption thereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) against a sale, lease or transfer of a material amount of assets of the Company, or a reorganization, recapitalization, dissolution or liquidation of the Company; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the Company and any Person (other than Board as of the Merger)date hereof, except as contemplated by the Merger Agreement; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s 's Certificate of Incorporation or By-lawsLaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action which, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt this Agreement and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each StockholderThe Shareholder, by this Agreement, does hereby constitute and appoint Purchaser, 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, her or its name, place and stead, to vote each of such Shares at every any annual, special or adjourned meeting of the stockholders of the Company called(and this appointment will include the right to sign its name (as stockholder) to any consent, and at every postponement certificate or adjournment thereof, and on every action or approval by written consent other document relating to the Company which the laws of the stockholders State of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat New York may require or to cause any and all such Shares to be voted: permit) (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the board of directors of the Company and any Person (other than as of the Merger), date hereof; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s 's Certificate of Incorporation or By-lawsLaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action which, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by this Agreement and the Merger Agreement. Each Stockholder further agrees This proxy and power of attorney is a proxy and power coupled with an interest, and the Shareholder declares that it is irrevocable. The Shareholder hereby revokes all and any other proxies with respect to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreementthat it may have heretofore made or granted.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by Each Stockholder hereby agrees that during the ---------------- time this AgreementAgreement is in effect, at every annual, special or adjourned any meeting of the stockholders of the Company calledXxxx, however called (whether, annual, special or adjourned), and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of Xxxx, such Stockholder shall vote all Shares and all other voting securities of Xxxx owned beneficially or of record by such Stockholder, or with respect to which such Stockholder has the Company, irrevocably agrees right to vote (or sign its name, as stockholder, to any and all consent, certificate or other document relating to Xxxx that the law of its Shares entitled to be voted thereat the State of Delaware may permit or to cause any and all such Shares to be voted: require): (ia) in favor of approval and adoption of the Reclassification (as prescribed in the Merger Agreement), which vote shall come first at the Special Meeting, (b) in favor of approval and adoption of the Merger Agreement, the Merger, the Merger Proposals, and any other transactions contemplated by the Merger Agreement (prior to any amendment thereto) for which a stockholder vote is required and (c) against any other proposal for any investment in, acquisition of, business combination with or other extraordinary transaction regarding Xxxx or any direct or indirect subsidiary or division thereof, including, without limitation, any merger, purchase or sale of securities or purchase or sale of assets outside the ordinary course of business; provided, -------- however, that each Stockholder shall not be required to vote with regard to the ------- foregoing in the event that the Board of Directors of Xxxx, in accordance with Section 7.5(b) of the Merger Agreement, withdraws or modifies its recommendation of such approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to vote, or to cause to be voted, in accordance with the foregoing all Shares and any other voting securities of Xxxx that are beneficially owned by such Stockholder or as to be voted in accordance with which such Stockholder has, directly or indirectly, the foregoingright to vote or control the voting of. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each StockholderThe Shareholder, by this Agreement, does hereby constitute and appoint Purchaser, or any nominee thereof, with full power of substitution, during and for the term of this Agreement, 3 5 as his true and lawful attorney and proxy for and in his, her or its name, place and stead, to vote each of such Shares at every any annual, special or adjourned meeting of the stockholders of the Company called(and this appointment will include the right to sign its name (as stockholder) to any consent, and at every postponement certificate or adjournment thereof, and on every action or approval by written consent other document relating to the Company which the laws of the stockholders State of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat New York may require or to cause any and all such Shares to be voted: permit) (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the board of directors of the Company and any Person (other than as of the Merger), date hereof; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s 's Certificate of Incorporation or By-lawsLaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action which, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by this Agreement and the Merger Agreement. Each Stockholder further agrees This proxy and power of attorney is a proxy and power coupled with an interest, and the Shareholder declares that it is irrevocable. The Shareholder hereby revokes all and any other proxies with respect to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoingthat it may have heretofore made or granted. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement6.

Voting of Shares. (a) Subject to Section 2.4, each The Stockholder, by this Agreement, does hereby constitute and appoint Purchaser, 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 xxxxx, to vote each of such Shares at every any annual, special or adjourned meeting of the stockholders of the Company called(and this appointment will include the right to sign his name (as stockholder) to any consent, and at every postponement certificate or adjournment thereof, and on every action or approval by written consent other document relating to the Company which the laws of the stockholders State of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat Delaware may require or to cause any and all such Shares to be voted: permit) (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of a material amount of assets of the Company or one of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the board of directors of the Company and any Person (other than as of the Merger), date hereof; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s 's Certificate of Incorporation or By-lawsLaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action which, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by this Agreement and the Merger Agreement. Each This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder further agrees declares that it is irrevocable. The Stockholder hereby revokes all and any other proxies with respect to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreementthat he may have heretofore made or granted.

Voting of Shares. From the date hereof until the earliest to occur of (ax) Subject to Section 2.4the approval of the Approval Matters by the requisite vote of the stockholders of the Company, each Stockholder, (y) the payment by this the Company of the Second Closing Termination Fee (as defined in the Purchase Agreement) and (z) the date that is six months from the date hereof (the "TERM"), at every annual, special or adjourned any meeting of the stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to the Stockholder shall vote any and all of its his/her Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger AgreementApproval Matters, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Purchase Agreement or which is reasonably likely to result in any of the conditions to of the Company’s Purchaser's obligations under the Merger Purchase Agreement not being fulfilled, or (z) a delay of completion any change in the directors of the Offer and/or Company, any change in the Mergerpresent capitalization of the Company or any amendment to the Company's Certificate of Incorporation, as amended, or Bylaws, as amended, any other material change in the Company's corporate structure or business or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions or any other actions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions and actions contemplated by the Merger Agreement. Each Stockholder further agrees Purchase Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the Merger Agreementability for Purchaser or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject From and after the date of this Agreement and ending as of the first to Section 2.4, each Stockholder, by this Agreementoccur of the Effective Time or the Termination Date, at every annual, special or adjourned any meeting of the stockholders holders of Shares, however called, or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its Stockholder’s Shares entitled to be voted thereat or to cause any and all such Shares to be voted: vote thereon, (i) in favor of approval of the adoption Merger, the execution and delivery by Holdings of the Merger Agreement and the approval of the Merger terms thereof and each of the other transactions actions contemplated by the Merger AgreementAgreement and this Agreement and any actions required in furtherance thereof and hereof, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations Holdings under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, this Agreement and (iii) in favor of against the following actions: (A) any other matter relating Holdings Acquisition Transaction; and (B) to the consummation of extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Each Stockholder further agrees , or implement or lead to cause the Shares beneficially owned by such Stockholder to be voted any Holdings Acquisition Transaction, (1) any change in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy majority of the Merger persons who constitute the board of directors of Holdings, (2) any change in the present capitalization of Holdings or any amendment of Holdings’ Certificate of Incorporation or Bylaws, or (3) any other material change in Holdings’ corporate structure or business. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.

Voting of Shares. (a) Subject From and after the date of this Agreement and ending as of the first to Section 2.4, each Stockholder, by this Agreementoccur of the Effective Time or the Termination Date, at every annual, special or adjourned any meeting of the stockholders holders of the Company Shares, however called, and at every postponement or adjournment thereofin any other circumstance upon which the vote, and on every action consent or other approval of holders of Shares is sought, the Shareholder shall vote or cause to be voted (including by written consent of the stockholders of the Companyconsent, irrevocably agrees to vote any and if applicable) all of its Shareholder’s Shares entitled to be voted thereat or to cause any and all such Shares to be voted: vote thereon, (i) in favor of the adoption approval of the Consolidation, the execution and delivery by the Bank of the Reorganization Agreement and the Bank Merger Agreement and the approval of the Merger terms thereof and each of the other transactions actions contemplated by the Reorganization Agreement, the Bank Merger AgreementAgreement and this Agreement and any actions required in furtherance thereof and hereof, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale in favor of assets or other business combination between approval of an amendment to the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment Articles of Association of the Company’s Certificate of Incorporation or By-laws, (D) any change in Bank to increase the management or board of directors authorized capital stock of the Company (other than Bank by a number of shares that is sufficient to permit the exercise of the FBC Stock Option, as contemplated by Section 6.4(a)(vii) of the Merger Reorganization Agreement), or (Eiii) against any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Bank under the Merger Reorganization Agreement, the Bank Merger Agreement or this Agreement and (yiv) against the following actions: (A) any of the conditions Bank Acquisition Transaction and (B) to the Company’s obligations under the Merger Agreement not being fulfilledextent that such are intended to, or (z) a delay of completion of could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of Consolidation or the transactions contemplated by the Reorganization Agreement, the Bank Merger Agreement or this Agreement. Each Stockholder further agrees , or implement or lead to cause the Shares beneficially owned by such Stockholder to be voted any Bank Acquisition Transaction, (1) any change in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy majority of the Merger persons who constitute the board of directors of the Bank, (2) except as contemplated by Section 2(a)(ii) above, any change in the present capitalization of the Bank or any amendment of the Bank’s Articles of Association or Bylaws, or (3) any other material change in The Bank’s corporate structure or business. In addition to the other covenants and agreements of the Shareholder provided for elsewhere in this Agreement, during the above-described period the Shareholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by From the date hereof until the termination of this Agreement, at every annual, special or adjourned any meeting of the stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to each Stockholder shall vote any and all of its such Stockholder’s Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the approval and adoption of the Merger Purchase Agreement and approval of (as amended from time to time pursuant to the Merger terms thereof) and the other transactions contemplated by the Merger Agreementthereby, (ii) against (A) any other Acquisition Proposal or any negotiations or discussions with respect to an Acquisition Proposal and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Purchase Agreement, (y) any change in the directors of the conditions Company, any change in the present capitalization of the Company or any amendment to the Company’s obligations under Certificate of Incorporation or Bylaws, which in the Merger Agreement not being fulfilled, or (z) a delay case of completion each of the Offer and/or matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Mergertransactions contemplated by the Purchase Agreement or the likelihood of such transactions being consummated, (iii) in favor of the approval and adoption of the Amendment, (iv) in favor of the approval and adoption of the Motion, and (iiiv) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Purchase Agreement and related agreements which is considered at any such meeting of Stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the Merger Agreementability for STI or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by Each Stockholder hereby agrees that during the time this AgreementAgreement is in effect, at every annual, special or adjourned any meeting of the stockholders of the Company calledXxxx, however called (whether, annual, special or adjourned), and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of Xxxx, such Stockholder shall vote all Shares and all other voting securities of Xxxx owned beneficially or of record by such Stockholder, or with respect to which such Stockholder has the Company, irrevocably agrees right to vote (or sign its name, as stockholder, to any and all consent, certificate or other document relating to Xxxx that the law of its Shares entitled to be voted thereat the State of Delaware may permit or to cause any and all such Shares to be voted: require): (ia) in favor of approval and adoption of the Reclassification (as prescribed in the Merger Agreement), which vote shall come first at the Special Meeting, (b) in favor of approval and adoption of the Merger Agreement, the Merger, the Merger Proposals, and any other transactions contemplated by the Merger Agreement (prior to any amendment thereto) for which a stockholder vote is required and (c) against any other proposal for any investment in, acquisition of, business combination with or other extraordinary transaction regarding Xxxx or any direct or indirect subsidiary or division thereof, including, without limitation, any merger, purchase or sale of securities or purchase or sale of assets outside the ordinary course of business; PROVIDED, HOWEVER, that each Stockholder shall not be required to vote with regard to the foregoing in the event that the Board of Directors of Xxxx, in accordance with Section 7.5(b) of the Merger Agreement, withdraws or modifies its recommendation of such approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to vote, or to cause to be voted, in accordance with the foregoing all Shares and any other voting securities of Xxxx that are beneficially owned by such Stockholder or as to be voted in accordance with which such Stockholder has, directly or indirectly, the foregoingright to vote or control the voting of. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. Each Company Shareholder has also agreed, during the period commencing on the date of the Voting and Tender Agreement and continuing until the earlier of (x) the consummation of the Offer and (y) the termination of the Voting and Tender Agreement (a) Subject to Section 2.4appear, each Stockholderor cause the holder of record on any applicable record date with respect to any Shares owned by such Company Shareholder to appear, by this Agreementfor the purpose of obtaining a quorum at any annual or special meeting of shareholders of the Company and at any adjournment thereof at which matters relating to the Merger, Merger Agreement or any transaction contemplated thereby are considered; and (b) at every annual, special or adjourned any meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the Company, irrevocably agrees however called, and in any action by consent of the shareholders of the Company, to vote any and all of its Shares entitled vote, or cause to be voted thereat or to cause any and all by the record holder thereof, the Shares owned by such Shares to be votedCompany Shareholder: (i) in favor of the adoption of Merger, the Merger Agreement and approval of the Merger (as amended from time to time) and the other transactions contemplated by the Merger Agreement, Agreement and (ii) against (A) any proposal for any mergerextraordinary corporate transaction, consolidation, such as a recapitalization, dissolution, liquidation, or sale of assets of the Company or any merger, consolidation or other business combination (other than the Merger) between the Company and any Person person (other than the Merger), (BParent or a subsidiary of Parent) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement that is intended or which reasonably could be expected to or that could (A) result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (yB) result in any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled, fulfilled or (zC) a delay of completion of impede, interfere with, delay, postpone or materially adversely affect the Offer and/or the Merger, Merger and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by Each Stockholder hereby agrees that during the time this AgreementAgreement is in effect, at every annual, special or adjourned any meeting of the stockholders of the Company calledTodd, xxwever called (whether, annual, special or adjourned), and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of Todd, xxch Stockholder shall vote all Shares and all other voting securities of Todd xxxed beneficially or of record by such Stockholder, or with respect to which such Stockholder has the Company, irrevocably agrees right to vote (or sign its name, as stockholder, to any and all consent, certificate or other document relating to Todd xxxt the law of its Shares entitled to be voted thereat the State of Delaware may permit or to cause any and all such Shares to be voted: require): (ia) in favor of approval and adoption of the Reclassification (as prescribed in the Merger Agreement), which vote shall come first at the Special Meeting, (b) in favor of approval and adoption of the Merger Agreement, the Merger, the Merger Proposals, and any other transactions contemplated by the Merger Agreement (prior to any amendment thereto) for which a stockholder vote is required and (c) against any other proposal for any investment in, acquisition of, business combination with or other extraordinary transaction regarding Todd xx any direct or indirect subsidiary or division thereof, including, without limitation, any merger, purchase or sale of securities or purchase or sale of assets outside the ordinary course of business; provided, however, that each Stockholder shall not be required to vote with regard to the foregoing in the event that the Board of Directors of Todd, xx accordance with Section 7.5(b) of the Merger Agreement, withdraws or modifies its recommendation of such approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to vote, or to cause to be voted, in accordance with the foregoing all Shares and any other voting securities of Todd xxxt are beneficially owned by such Stockholder or as to be voted in accordance with which such Stockholder has, directly or indirectly, the foregoingright to vote or control the voting of. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4the absence of a preliminary or permanent ---------------- injunction or other final order by any United States federal court or state court barring such action, each StockholderStockholder hereby agrees that, by from the date of this AgreementAgreement until the Termination Date, at every annual, special or adjourned any meeting of the stockholders of the Company Xxxxx, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to he shall (a) vote any and all Shares of its Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) Stockholder in favor of the adoption of transactions contemplated by the Merger Agreement and approval Agreement; (b) vote all Shares of Stockholder against any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Xxxxx under the Merger Agreement; and (c) vote all Shares of Stockholder against any action or agreement which would impede, interfere with or attempt to discourage the other transactions contemplated by the Merger Agreement, including, but not limited to: (i) any Competing Transaction involving Xxxxx or any of its subsidiaries; (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of Xxxxx, except as otherwise agreed to in writing by Key; (iii) any material change in the Company (other than as contemplated by the Merger Agreement), present capitalization or dividend policy of Xxxxx; or (Eiv) any other material change in Xxxxx'x corporate structure or business. Notwithstanding the provisions of this Section 6, Stockholder may exercise his fiduciary duties in his capacity as a director or officer of the Company, as opposed to taking action with respect to the direct or agreement intended indirect ownership (including, without limitation, the Transfer or voting) of any Shares, and no such exercise of fiduciary duties shall be deemed to or that could result in (x) be a breach of any covenantof, representation or warranty or any other obligation or agreement a violation of the Company under the Merger Agreementprovisions set forth in, (y) this Section 6 and Stockholder shall have no liability hereunder for any such exercise of fiduciary duties by Stockholder in his capacity as a director or officer of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4Until the Expiration Date (as hereinafter defined), each Stockholder, by this AgreementShareholder hereby agrees that, at every annualthe Company Shareholder’ Meeting, special or adjourned any other meeting of the stockholders shareholders of the Company (however called, ) and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders shareholders of the CompanyCompany in lieu of any such meeting, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat Shareholder will (i) appear at such meeting or to otherwise cause any and all such the Shares to be voted: counted as present thereat for purposes of establishing a quorum, and (iii) vote or direct the vote of all of the Shares (A) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (iiB) against (A1) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C2) any change in action or agreement submitted for the Company’s capital structure or any amendment approval of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors shareholders of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended that would reasonably be expected to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, including, without limitation, a “control share acquisition” (as contemplated by 15 Pa.C.S.A. §§ 2565 and 2566) by any Person other than pursuant to the Merger and the Merger Agreement, (3) any change in the present capitalization of the Company submitted for approval of the shareholders of the Company, (4) any amendment to the Company’s articles of incorporation or bylaws submitted for approval of the shareholders of the Company, or (z5) a delay of completion any other action submitted for approval of the Offer and/or shareholders of the MergerCompany which in the case of each of the matters referred to in this clause (B) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated in a timely manner; and (iiiC) in favor of any other matter relating to the necessary for consummation or in furtherance of the transactions contemplated by the Merger AgreementAgreement which is considered at any such meeting of the Company’s shareholders or in such written consent in lieu thereof. Each Stockholder further agrees In connection therewith, Shareholder shall execute any documents which are necessary or appropriate in order to cause the Shares beneficially owned by such Stockholder to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt In addition, Shareholder agrees that it will, upon request by RAC, furnish written confirmation, in form and review substance reasonably acceptable to RAC, of a copy Shareholder’s vote in favor of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.41.4 and Section 1.6 hereof, each Stockholder, by this Agreement, at every annual, special special, postponed or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its such Stockholder’s Owned Shares entitled to be voted thereat or to cause any and all such Owned Shares to be voted: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger AgreementContemplated Transactions, (ii) against (Aa) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination (other than the Merger) between the Company and any Person (other than the MergerParent or Sub), (Bb) any Acquisition Proposal or any Alternative Transaction (other than a Superior Proposal), (Cc) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement)Bylaws, or (Ed) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Tender Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the such Stockholder’s Owned Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.41.4 and Section 1.6 hereof, each Stockholder, by this Agreement, at every annual, special special, postponed or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its such Stockholder's Owned Shares entitled to be voted thereat or to cause any and all such Owned Shares to be voted: (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger AgreementContemplated Transactions, (ii) against (Aa) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination (other than the Merger) between the Company and any Person (other than the MergerParent or Sub), (Bb) any Acquisition Proposal or any Alternative Transaction (other than a Superior Proposal), (Cc) any change in the Company’s 's capital structure or any amendment of the Company’s 's Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement)Bylaws, or (Ed) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s 's obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Tender Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the such Stockholder's Owned Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject From and after the date of this Agreement and ending as of the first to Section 2.4, each Stockholder, by this Agreementoccur of the Effective Time or the Termination Date, at every annual, special or adjourned any meeting of the stockholders holders of Shares, however called, or in any other circumstance upon which the vote, consent or other approval of holders of Shares is sought, the Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote any and all of its Stockholder’s Shares entitled to be voted thereat or to cause any and all such Shares to be voted: vote thereon, (i) in favor of approval of the adoption Merger, the execution and delivery by MDBC of the Merger Agreement and the approval of the Merger terms thereof and each of the other transactions actions contemplated by the Merger AgreementAgreement and this Agreement and any actions required in furtherance thereof and hereof, (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations MDBC under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, this Agreement and (iii) in favor of against the following actions: (A) any other matter relating MDBC Acquisition Transaction; and (B) to the consummation of extent that such are intended to, or could reasonably be expected to, impede, interfere with, delay, postpone or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or this Agreement. Each Stockholder further agrees , or implement or lead to cause the Shares beneficially owned by such Stockholder to be voted any MDBC Acquisition Transaction, (1) any change in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy majority of the Merger persons who constitute the board of directors of MDBC, (2) any change in the present capitalization of MDBC or any amendment of MDBC’s Articles of Incorporation or Bylaws, or (3) any other material change in MDBC’s corporate structure or business. In addition to the other covenants and agreements of the Stockholder provided for elsewhere in this Agreement, during the above-described period, the Stockholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 2.

Voting of Shares. (a) Subject Stockholder agrees that from the date hereof until the termination of this Agreement pursuant to Section 2.4, each Stockholder, by this Agreement6.2 hereof (the "Term"), at every annual, special or adjourned any meeting of the stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to Stockholder shall vote any and all of its Shares entitled (except to be voted thereat or the extent that Stockholder no longer has any voting rights in respect of the Shares as a result of the exercise of the Stock Option referred to cause any and all such Shares to be voted: in Section 3.1 hereof) (i) in favor of the adoption of Merger and the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement(as amended from time to time), (ii) against (A) any Takeover Proposal and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which is reasonably likely to result in any of the conditions to of the Company’s 's obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion any change in the directors of the Offer and/or Company, any change in the Mergerpresent capitalization of the Company or any amendment to the Company's Certificate of Incorporation or Bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of shareholders or in such consent, and in connection therewith to cause execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Merger Sub or its nominees to vote the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreementdirectly.

Voting of Shares. (a) Subject From the date hereof until the termination ---------------- of this Agreement pursuant to Section 2.4, each Stockholder, by this Agreement, 5.2 (the "Term") at every annual, special or adjourned any meeting of the ----------- stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to each Stockholder shall vote any and all of its its, his or her Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the adoption of Merger and the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement(as amended from time to time), (ii) against any Acquisition Proposal (Aas defined in the Merger Agreement) and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or which is reasonably likely to result in any of the conditions of Purchaser's obligations under the Merger Agreement, (y) or any of the conditions to Purchaser's obligation to purchase and pay for tendered shares pursuant to the Company’s obligations under the Merger Agreement Offer, not being fulfilled, or (z) a delay of completion any change in the directors of the Offer and/or Company, any change in the Mergerpresent capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the Merger Agreementability for Purchaser or its nominees to vote such Shares directly.

Voting of Shares. Each Shareholder covenants and agrees that until the Termination Date (a) Subject to Section 2.4, each Stockholder, by this Agreementas defined below), at every annual, special or adjourned the meeting of the stockholders Company's shareholders or adjournment thereof to consider the Merger Agreement and the Merger or any other meeting of the Company shareholders of the Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders shareholders of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat such Shareholder will, including by initiating a written consent solicitation if requested by Parent, vote, or to cause any and all such Shares to be voted: , all of his respective Shares (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time in a manner not adverse to the Shareholders or the Merger as contemplated by the Merger Agreement prior to any such amendment, and (ii) against (A) any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure Proposal or any amendment of the Company’s 's Certificate of Incorporation or By-laws, (D) any change in the management laws or board of directors of other proposal or transaction involving the Company (or its subsidiaries, which amendment or other than as contemplated by proposal would in any manner, impede, frustrate, prevent or nullify the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger or the Merger Agreement. Each Stockholder further agrees Shareholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by it, and each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead, to vote its Shares at any meeting of the shareholders of the Company called with respect to any of the matters specified in, and in accordance and consistent with this Section 2. Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder hereby (i) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, (ii) ratifies and confirms all that the proxies appointed hereunder may lawfully do or cause the Shares beneficially owned by such Stockholder to be voted done by virtue hereof, and (iii) affirms that such irrevocable proxy is executed and intended to be irrevocable in accordance with the foregoing. Each Stockholder acknowledges receipt and review provisions of a copy Section 212(e) of the Merger Delaware General Corporation Law. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement.

Voting of Shares. From the date hereof until the earliest to occur of (ax) Subject termination of this Agreement pursuant to Section 2.46.2 hereof, each (y) the expiration of the Stock Option with respect to such Stockholder, by this Agreement's Shares and (z) the closing of any exercise of such Stock Option (the "Term"), at every annual, special or adjourned any meeting of the stockholders of the Company Company, however called, and at every postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees to each Stockholder shall vote any and all of its Shares entitled to be voted thereat or to cause any and all such Shares to be voted: (i) in favor of the adoption of Merger and the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement(as amended from time to time), (ii) against (A) any Takeover Proposal and against any proposal for any merger, consolidation, recapitalization, sale of assets or other business combination between the Company and any Person (other than the Merger), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could would result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) Agreement or which is reasonably likely to result in any of the conditions to of the Company’s 's obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion any change in the directors of the Offer and/or Company, any change in the Mergerpresent capitalization of the Company or any amendment to the Company's Second Amended and Restated Certificate of Incorporation or Second Amended and Restated By-Laws, any other material change in the Company's corporate structure or business, or any other action which in the case of each of the matters referred to in this clause (ii) could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by the Merger Agreement or the likelihood of such transactions being consummated and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to cause the Shares beneficially owned by such Stockholder execute any documents which are necessary or appropriate in order to be voted in accordance with effectuate the foregoing. Each Stockholder acknowledges receipt and review of a copy of , including the Merger Agreementability for Purchaser or its nominees to vote such Shares directly.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by this Agreement, Each Stockholder covenants and agrees that at every annual, special or adjourned meeting of the stockholders of the Company called, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, irrevocably agrees to vote however called, and at any and all of adjournment or postponement thereof, such Stockholder shall cause its Shares entitled to be voted thereat or to cause any and all such Shares to be voted: counted as present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, shall cause all of the Shares owned by such Stockholder to vote (i) in favor of the approval of the Company Stock Sale, the approval and adoption of the Merger Agreement Charter Amendment and approval of all actions in furtherance thereof and contemplated thereby (the Merger and the other transactions contemplated by the Merger Agreement“Proposed Transactions”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transactions, and (iii) against any of the following (to the extent unrelated to the Proposed Transactions): (A) any proposal for any merger, consolidation, recapitalization, sale of assets consolidation or other business combination between involving the Company and or any Person (of its subsidiaries other than the Merger), Proposed Transactions; (B) any Acquisition Proposalsale, lease or transfer of all or substantially all of the assets of the Company or any of its subsidiaries; (C) any change in reorganization, recapitalization, dissolution, liquidation or winding up of the Company’s capital structure Company or any amendment of its subsidiaries that is prohibited by the Company’s Certificate of Incorporation Company Stock Purchase Agreement; or By-laws, (D) any change in the management or board of directors of the Company (other than as contemplated by the Merger Agreement), or (E) any other action or agreement intended to or that could result in (x) is a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, Company Stock Purchase Agreement or of such Stockholder under this Agreement (yeach of (ii) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement), a “Competing Transaction”). Each Stockholder further agrees not to cause the Shares beneficially owned by such Stockholder commit or agree to be voted in accordance take, or permit, any action inconsistent with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Voting of Shares. (a) Subject to Section 2.4, each Stockholder, by this Agreement, Each Stockholder hereby agrees that at every annual, special or adjourned any meeting of the stockholders of the Company calledCompany, and at every adjournment or postponement or adjournment thereof, and on every in any action or approval by written consent of the stockholders of the Company, irrevocably agrees such Stockholder shall appear or otherwise cause the Company Stock which such Stockholder owns and is entitled to vote to be counted as present for purposes of establishing a quorum at any such meeting of the stockholders of the Company, and all of its Shares shall vote the Company Stock which such Stockholder owns and is entitled to be voted thereat or to cause any and all such Shares to be voted: vote (ia) in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (b) in favor of the approval of any proposal to adjourn or postpone the meeting to a later date, if requested by Wintrust or Merger Co., (c) against any action, proposal, transaction or agreement which would result in a breach of any term of, or any other obligation of the Company under, the Merger and Agreement, (d) against any action or agreement which would impede, interfere with, prevent or attempt to discourage the other transactions contemplated by the Merger Agreement, (ii) against (A) including, but not limited to, any proposal for any other extraordinary corporate transaction, including, but not limited to, a merger, acquisition, sale, consolidation, reorganization, recapitalization, sale of assets extraordinary dividend or other business combination between liquidation involving the Company Company, the Bank or the Bank Subsidiary and any Person (other than the MergerWintrust, Merger Co. or their respective affiliates), (B) any Acquisition Proposal, (C) any change in the Company’s capital structure or any amendment other proposal of the Company’s Certificate of Incorporation or By-laws, (D) any change in the management or board of directors of the Company Person (other than as contemplated by Wintrust, Merger Co. or their respective affiliates) to acquire the Merger Agreement)Company, the Bank, the Bank Subsidiary or all or substantially all of the respective assets thereof, (Ee) against any other action or agreement intended to or that could result Company Takeover Proposal, and (f) in (x) a breach of any covenant, representation or warranty favor or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the necessary for consummation of the transactions contemplated by the Merger Agreement; provided, however, that nothing in this Agreement shall prevent, limit or affect any actions or omissions taken by a Stockholder who may also serve as a director and/or officer of the Company in the course of discharging his or her fiduciary duties to the Company in his or her capacity as a director and/or officer, and no such actions or omissions shall be deemed to be a breach of this Agreement. Each Stockholder further agrees that the Company shall be authorized to cause include in any proxy or material transmitted to stockholders of the Shares beneficially owned by such Stockholder Company or filed with the Commission or any other Governmental Authority or any press release or other document that Wintrust or Merger Co. reasonably determines to be voted necessary in accordance connection with the foregoing. Each Stockholder acknowledges receipt and review of a copy of transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of Company Stock, a statement to the effect that the Stockholder is a party to this Agreement and has committed to vote in favor of the transactions contemplated by the Merger Agreement (the "Stockholder Information"). Each of the Stockholders agrees to promptly give Wintrust any Stockholder Information it may reasonably require for the preparation of any such documents, and each of the Stockholders agrees to promptly notify Wintrust of any required corrections with respect to any written Stockholder Information supplied by it specifically for use in any such document, if and to the extent that the Stockholder shall become aware that any Stockholder Information shall have become false or misleading in any material respect.

Voting of Shares. (a) Subject to Section 2.4, each The Stockholder, by this Agreement, does hereby ---------------- constitute and appoint Purchaser, 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 xxxxx, to vote each of such Shares at every any annual, special or adjourned meeting of the stockholders of the Company called(and this appointment will include the right to sign his name (as stockholder) to any consent, and at every postponement certificate or adjournment thereof, and on every action or approval by written consent other document relating to the Company which the laws of the stockholders State of the Company, irrevocably agrees to vote any and all of its Shares entitled to be voted thereat Delaware may require or to cause any and all such Shares to be voted: permit) (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval and adoption of the terms thereof and hereof; (b) against any action or agreement that would result in a breach in any respect of any covenant, agreement, representation or warranty of the Company under the Merger Agreement; and (c) against the following actions (other than the Merger and the other transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its subsidiaries; (ii) against a sale, lease or transfer of all or substantially all of the assets of the Company or one of its material subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its subsidiaries; (iii) (A) any proposal for any merger, consolidation, recapitalization, sale change in a majority of assets or other business combination between the persons who constitute the board of directors of the Company and any Person (other than as of the Merger), date hereof; (B) any Acquisition Proposal, (C) any change in the Company’s capital structure present capitalization of the Company or any amendment of the Company’s 's Certificate of Incorporation or By-lawsLaws, as amended to date; (C) any other material change in the Company's corporate structure or business; or (D) any change other action that, in the management or board case of directors each of the Company matters referred to in clauses (other than as contemplated by iii)(A), (B), (C) and (D), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or adversely affect the Merger Agreement), or (E) any and the other action or agreement intended to or that could result in (x) a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled, or (z) a delay of completion of the Offer and/or the Merger, and (iii) in favor of any other matter relating to the consummation of the transactions contemplated by the Merger Agreement. Each This proxy and power of attorney is a proxy and power coupled with an interest, and the Stockholder further agrees declares that it is irrevocable. The Stockholder hereby revokes all and any other proxies with respect to cause the Shares beneficially owned by such Stockholder to be voted in accordance with the foregoing. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreementthat he may have heretofore made or granted.