Common use of Representations, Warranties and Covenants of Shareholder Clause in Contracts

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parent. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent as followsfollows as of the date hereof: (a) Shareholder is the beneficial or record owner of, or exercises and has the voting power over, that number of shares of Parent Company Common Stock set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”” provided that any Shares subsequently transferred as permitted in Section 1(a) above shall from and after such transfer cease to be Shares). The Shares constitute are free of any encumbrance that would materially and adversely affect Shareholder’s entire interest in the outstanding shares of Parent Common Stock and Shareholder is not the beneficial ability to exercise his or record holder of, and does not exercise her voting power overas provided in Section 2, any other outstanding shares of capital stock of Parent grant the proxy pursuant to Section 3, or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentotherwise complying with the terms hereof. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the The Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on constitute Shareholder’s entire interest in the outstanding shares of Company Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting rightspower over, charges and any other encumbrances outstanding shares of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment capital stock of the rights and obligations of Shareholder under Company. No person that is not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A heretoShares. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates Company Common Stock set forth on Schedule A the signature page hereto (collectively, the “Parent Company Options and Other Rights”). The Parent Company Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on encumbrance that would materially and adversely affect Shareholder’s ability to exercise his or her voting rightspowers as provided in Section 2, charges and other encumbrances of any nature that would adversely affect grant the Merger proxy pursuant to Section 3, or hinder or prevent in any manner otherwise comply with the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreementterms hereof. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and and, with respect to Shares not transferred pursuant to Section 1(a), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming the due power and authority ofauthorization, and due execution and delivery by, the other parties heretoof this Agreement by Parent, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar Laws laws affecting the creditors’ rights of creditors and remedies generally and the availability to general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (d) The execution execution, delivery and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder this Agreement will not, not (i) conflict with, require a consent, waiver or approval under, or result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents terms of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree Contract to which Shareholder is a party or by which any of such Shareholder’s assets is bound or (ii) violate any Judgment or Legal Requirement applicable to Shareholder is, or any of its assets are, boundsuch Shareholder’s assets, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger materially and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing adversely affect Shareholder’s ability to perform his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Acquiror as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Company Common Stock set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Company Common Stock Stock, other than as set forth in the Merger Agreement, and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, hold any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentthe Company. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Shareholder is a partnership or a limited liability companypartnership, the rights and interest of Persons persons and entities that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership law or limited liability company law, or (ii) if Shareholder is a married individual and resides in a state State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At The Shares are and will be at all times up until the Expiration Time, the Shares will be Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder the Company under this the Merger Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated herebyShareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming the due power and authority ofauthorization, and due execution and delivery by, the other parties heretoof this Agreement by Acquiror, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar Laws laws affecting the creditors’ rights of creditors and remedies generally and the availability to general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (dc) The execution and delivery of this Agreement does not, and the performance by Shareholder consummation of his, her or its agreements, covenants, the transactions contemplated hereby and obligations hereunder compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both)) under, or require notice to or the consent of any Person person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to by which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (ed) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration TimeDate, Shareholder (Shareholder, in his, her or its capacity as such) a shareholder of the Company, shall not, and shall not take authorize, encourage or permit any person or entity on Shareholder’s behalf to, directly or indirectly indirectly, take any action to approve that would, or otherwise support any action could reasonably be expected to, result in the violation by a Party that is prohibited by the Company of Section [5.5] 5.2 of the Merger Agreement. In ; provided that if the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval director of the Merger and adoption Company or has employees who are directors of the Company, nothing herein shall prevent the Shareholder (or such employees) from taking any action solely in such Shareholder’s (or employee’s) capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to an Alternative Transaction Proposal or Superior Proposal in compliance with the terms of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. The Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (a) The Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute the Shareholder’s 's entire interest in the outstanding shares of Parent Common Stock voting securities of the Company and the Shareholder is not the beneficial or record holder of, and does not exercise voting power over, hold any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentthe Company. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if the Shareholder is a partnership or a limited liability companypartnership, the rights and interest of Persons persons and entities that own partnership interests or units in the Shareholder under the partnership agreement or operating agreement governing the Shareholder and applicable partnership law or limited liability company law, or (ii) if the Shareholder is a married individual and resides in a state State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At The Shares are and will be at all times up until the Expiration Time, the Shares will be Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s 's voting rights, charges and other encumbrances of any nature ("Encumbrances") that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent Company under the Merger Agreement or of the parties to this Agreement. The Shareholder's principal residence or place of business is set forth on the signature page hereto. (cb) The Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated herebyperform its obligations under this Agreement. The execution and delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated herebyShareholder. This Agreement has been duly executed and delivered by the Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject only to bankruptcythe effect, insolvencyif any, fraudulent transfer, moratorium, reorganization or of (a) applicable bankruptcy and other similar Laws laws affecting the rights of creditors generally and the availability (b) rules of law governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)remedies. (dc) The execution and delivery of this Agreement by the Shareholder does not, and the Shareholder's performance by Shareholder of his, her or its agreements, covenants, and the obligations hereunder under this Agreement will not, : (a) conflict with, or result in a breach or any violation of any order, decree or judgment applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or the Shares are bound; or (b) result in any breach of or constitute a default under (with or without notice or lapse of time time, or both)) under, or require notice give to others any rights of termination, amendment, acceleration or cancellation of, or result in the consent creation of any Person underEncumbrance on, any provisions of the organizational documents of Shareholder (if applicable), or Shares pursuant to any agreement, commitment, law, rule, regulation, judgment, order or decree contract to which the Shareholder is a party or by which the Shareholder is, or any of the Shareholder's properties (including the Shares) is bound or affected. The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder will not, require the consent of any third party. (d) There is (a) no action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity or, to the Shareholder's actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) the Shareholder, or (ii) any of (A) the Shareholder's affiliates, (B) the Shareholder's or its assets areaffiliates' respective properties, bound(C) the Shareholder's officers or directors (in the case of a corporate entity (in their capacities as such)), except for such conflictsor (D) the Shareholder's respective partners (in the case of a partnership), breaches, violations or defaults that would notin the case of each of (i) and (ii) that, individually or in the aggregate, prevent would reasonably be expected to materially delay or delay consummation of impair the Merger and Shareholder's ability to consummate the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Each Shareholder hereby represents, warrants and covenants to VTBH CUB as follows: (a) Each Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting has full power, together with the Parent Options authority and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock legal capacity to execute and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parent. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to deliver this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of perform its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due power and authority of, and due execution and delivery by, constitutes the other parties hereto, constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to except as may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferconservatorship, moratoriumarrangement, reorganization moratorium or similar Laws other laws affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) . The execution and delivery of this Agreement by such Shareholder does not, and the performance by Shareholder of his, her or its agreements, covenants, and such Shareholder’s obligations hereunder will not, conflict with, result in a any breach or violation of or constitute a default under (or an event that with or without notice or lapse of time or both)both would become a default) under, or require notice give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the consent creation of any Person underlien or encumbrance on any Shares pursuant to, any provisions of the organizational documents of Shareholder (if applicable)note, or any bond, mortgage, indenture, contract, agreement, commitmentlease, lawlicense, rulepermit, regulation, judgment, order franchise or decree other instrument or obligation to which such Shareholder is a party or by which such Shareholder isor the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms. (b) Until the Expiration Date, each Shareholder, in the Shareholder’s capacity as a shareholder of PCBP, will not (and will use such Shareholder’s reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by such Shareholder or PCBP, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of PCBP, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate PCBP or otherwise distribute to the shareholders of PCBP all or any substantial part of the business, properties or capital stock of PCBP (each, an “Acquisition Proposal”); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning PCBP’s business, properties or assets to any corporation, partnership, person or other entity or group (other than CUB, or any affiliate, associate, agent or representative of its assets areCUB) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, bounddirectly or indirectly, except for such conflictswith any entity or group with respect to any potential Acquisition Proposal; or (v) either alone or together with any other shareholder of PCBP, breaches, violations or defaults request that would not, individually or in the aggregate, prevent or delay consummation a special meeting of the Merger shareholders of PCBP be held to consider and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly vote on any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger AgreementAcquisition Proposal. In the event Shareholder any Shareholder, in such Shareholder’s capacity as a shareholder of PCBP, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder shall promptly inform VTBH CUB as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party or violating its fiduciary dutiesparty. (fc) Each Shareholder understands and agrees that if any Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by such Shareholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, PCBP shall not, and such Shareholder hereby agrees that heunconditionally and irrevocably instructs PCBP to not, she or it shall record such vote “for” the Parent Shareholder Approval Matters, unless and until such Shareholder shall not revoke or rescind have complied with the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval terms of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent and AcquisitionCo as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number and registered holder of shares of Parent Common Stock the Shares; (b) the Subject Shares set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock and voting securities of Parent or any other securities convertible into or excersiable or exchangeable for any shares TZ Canada as of capital stock of Parent. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof; (c) the Subject Shares are, a consent of spouse in substantially the form attached hereto as Exhibit B). At and will be, at all times up until the Expiration TimeDate, free and clear of any options, proxies, voting trusts (other than the Trust Agreement), rights, understandings or arrangements, or exercise of any rights of a shareholder in respect of the Subject Shares and, prior to the TZ Canada Shareholders Meeting, will be free and clear of any security interests, liens, claims, pledgescharges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges security interests or other encumbrances; (d) subject to the terms and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment conditions of the rights Trust Agreement with respect to the Multiple Voting Shares, Shareholder has the sole voting power and obligations sole power of Shareholder under this Agreement or disposition with respect to all of the parties Subject Shares outstanding on the date hereof, and will have sole voting power and sole power of disposition with respect to this Agreement. all of the Subject Shares acquired by Shareholder after the date hereof; and (e) Shareholder’s principal residence or place of business is accurately set forth on Schedule A the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”)4.2. The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity full power (corporate or otherwise) to execute and authority to enter into deliver this Agreement and to consummate the transactions contemplated hereby. The execution comply with and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated herebyperform Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due power and authority of, and due execution and delivery by, constitutes the other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) . The execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of his, her or its agreements, covenants, and Shareholder’s obligations hereunder will not, (a) conflict withwith or violate any organizational documents of Shareholder or any law, statute, rule, regulatory order, writ, judgment or decree applicable to Shareholder or the Subject Shares, or (b) result in a any breach or violation of or constitute a default under (or an event that with or without notice or lapse of time or both)both would become a default) under, or require notice give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the consent creation of any Person underlien or encumbrance on any Subject Shares pursuant to, any provisions of the organizational documents of Shareholder (if applicable)note, or any bond, mortgage, indenture, contract, agreement, commitmentlease, lawlicense, rulepermit, regulation, judgment, order franchise or decree other instrument or obligation to which Shareholder is a party or by which Shareholder isor the Subject Shares are or will be bound or affected. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any of its assets aregovernmental or regulatory authority by Shareholder, boundand except where the failure to obtain such consents, except for approvals, authorizations or permits, or to make such conflictsfilings or notifications, breaches, violations or defaults that would not, individually or in the aggregate, could not prevent or delay consummation the performance by Shareholder of its obligations under this Agreement in any material respect. 4.3. Shareholder understands and agrees that if Shareholder attempts to Transfer, vote or provide any other person directly or indirectly with the authority to vote any of the Merger Subject Shares, other than in compliance with this Agreement, Shareholder hereby unconditionally and irrevocably instructs TZ Canada not to, (a) permit any such Transfer on its books and records, (b) issue a new certificate representing any of the transactions contemplated by Subject Shares or (c) record such vote unless and until Shareholder shall have complied with the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under terms of this Agreement. (e) 4.4. Notwithstanding any other provision of this Agreement, the Shareholder acknowledges that it has received a copy may convert to SVS and sell or transfer upto 3,000,000 MVS which thereafter shall not form part of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary dutiesSubject Shares. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Acquirer as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent MLB Common Stock set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereofEffective Date, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock the capital stock of the Target and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent the Target. Shareholder has the sole right to vote and execute shareholder written consents, the sole power of disposition and the sole power to agree and to issue instructions with respect to all Shares and the other matters contemplated herein, with no restrictions on Shareholder’s right and powers of voting or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentdisposition pertaining thereto. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons persons and entities that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her which spouse hereby consents to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of by executing the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A spousal consent attached hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights Shares are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would that, in any case, could adversely affect the Merger, the Merger Agreement, or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent the Target, Acquirer, Subsidiary or Shareholder under this Agreement or the Merger Agreement. Shareholder’s principal residence or place of business is set forth on the signature page hereto. (b) If Shareholder is a corporation, limited partnership or limited liability company, Shareholder is an entity duly organized, validly existing and in good standing under the Merger Agreement or laws of the parties to this Agreementjurisdiction in which it is incorporated, organized or constituted. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement and consummate the Contemplated Transactions and the other transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the Contemplated Transactions and the other transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the Contemplated Transactions and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming the due power and authority ofauthorization, and due execution and delivery by, the other parties heretoof this Agreement by Acquirer, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar Laws laws affecting the creditors’ rights of creditors and remedies generally and the availability to general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (d) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, agreements and obligations hereunder will not, conflict in any material respect with, result in a material breach or violation of or material default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement Contemplated Transactions or otherwise prevent or materially delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it Shareholder has received a copy of the Merger AgreementAgreement and familiarized itself with the terms and conditions contained therein. Until the Expiration Time, Shareholder (in his, her her, or its sole capacity as sucha shareholder) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] 5.4 of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to following the date hereofEffective Date, Shareholder shall promptly inform VTBH Acquirer as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary dutiesthereof. (f) Shareholder hereby agrees that that, if he, she or it shall vote “for” executed a written consent providing for Shareholder’s approval of the Parent Shareholder Approval MattersMerger, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters such written consent or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters such written consent or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, Agreement at any time prior to the Expiration Time. Shareholder agrees that hethat, she except as may be required by applicable law, by order of a court having competent jurisdiction, or by a Governmental Entity, it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equityLegal Action, in any court or before any governmental entityGovernmental Entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval such written consent or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions Contemplated Transactions. (g) Except as provided for in the Merger Agreement, no broker, finder, financial advisor, investment banker or similar Person (including Shareholder) is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission from the Target or Shareholder in connection with the origin, negotiation or execution of the Merger Agreement or in connection with the Transactions. (h) Shareholder has had an opportunity to review with his, her or its own tax advisors the tax consequences of the Merger and the other Contemplated Transactions. Shareholder understands that he, she or it must rely solely on its advisors and not on any statements or representations made by Acquirer, the Target or any of their agents or representatives. Shareholder understands that Shareholder (and not Acquirer, the Target or the Surviving Corporation) shall be responsible for Shareholder’s tax liability that may arise as a result of the Merger or the other Contemplated Transactions.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (ai) Shareholder is the beneficial owner of the Shares, with full power to vote or record owner ofdirect the voting of the Shares for and on behalf of any and all beneficial owners of the Shares, or exercises voting power oversubject to the terms of the Company’s Amended and Restated Voting Agreement dated July 16, that number of shares of Parent Common Stock set forth on Schedule A hereto 2008 (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below“Voting Agreement”), on a copy of which has been made available to Parent. (ii) As of the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock and Shareholder is not the beneficial or record holder ofare, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parent. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At at all times up until the Expiration Time, Time the Shares will be be, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, pledges, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and or other encumbrances of any nature kind or nature, in each case that would adversely affect impair Shareholder’s ability to fulfill its obligations under Section 2. Parent acknowledges that the Merger or hinder or prevent in any manner Shares are subject to the exercise or fulfillment terms of the rights Voting Agreement, the Company’s Amended and obligations Restated Right of Parent under First Refusal and Cosale Agreement dated July 16, 2008 (the Merger “ROFR and Cosale Agreement”) and the Company’s Amended and Restated Investor Rights Agreement or dated July 16, 2008 (the “Investor Rights Agreement”), copies of the parties which agreements have been made available to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated herebyParent. The execution and delivery of this Agreement by Shareholder do not, and Shareholder’s performance of its obligations under this Agreement will not conflict with or violate the consummation Voting Agreement, the ROFR and Cosale Agreement or the Investor Rights Agreement or any order, decree, judgment or agreement known by the Shareholder to be applicable to such Shareholder or by which Shareholder or any of Shareholder’s properties or Shares is bound. (iii) Shareholder does not beneficially own any shares of capital stock of the transactions contemplated hereby have been duly authorized by all necessary actionCompany, if anyor any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the part of signature page hereto. (iv) Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming due full power and authority ofto make, enter into and due execution and delivery bycarry out the terms of this Agreement, the Proxy and any other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree related agreements to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreementparty. (ev) Shareholder acknowledges that it has received a copy of the Merger In entering into this Agreement. Until the Expiration Time, Shareholder (in hishas relied solely on its, his or her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of own personal judgment and the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent Parent SEC Reports filed prior to the date hereof, and Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching has not relied upon any other agreement statement, representation, or warranty relating to which Shareholder is a party Company or violating its fiduciary dutiesParent other than such Parent SEC Reports. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (ai) Shareholder is the beneficial or record owner of, or exercises voting power over, that number Beneficial Owner of the shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Company Common Stock and the options and warrants to purchase shares of Company Common Stock indicated on the signature page of this Agreement. (ii) Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for Beneficially Own any shares of capital stock of Parent. No Person not a signatory the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth on the signature page hereto. (iii) Shareholder has the full power to this Agreement has a beneficial interest in vote or a right to acquire or vote any direct the voting of the Shares for and on behalf of all beneficial owners of the Shares. (other than, if Shareholder is a partnership or a limited liability company, the rights and interest iv) As of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At Shares are, and at all times up until the Expiration Time, Date the Shares will be be, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, pledges, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and or other encumbrances of any nature kind or nature, in each case that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and impair Shareholder’s ability to fulfill its obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated herebySection 4. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable)do not, and no other actions or proceedings on the part Shareholder’s performance of Shareholder are necessary to authorize the execution and delivery by Shareholder of its obligations under this Agreement and the consummation will not conflict with or violate any order, decree, judgment or agreement applicable to Shareholder or by which Shareholder or any of the transactions contemplated hereby. This Agreement Shareholder’s properties or Shares is bound. (v) Shareholder has been duly executed and delivered by Shareholder and, assuming due full power and authority ofto make, enter into and due execution and delivery bycarry out the terms of this Agreement, the Proxy and any other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree related agreements to which Shareholder is a party or by which party. (vi) Shareholder is, or agrees that it will not take any action that the Company has agreed not to take pursuant to Section 5.3 of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this will take all actions that the Company has agreed to take pursuant to Section 5.3 of the Merger Agreement. (evii) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that which (a) challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or (b) alleges that the execution and delivery of this Agreement by Shareholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or the approval of the Merger Agreement and by the consummation board of directors of the Merger Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof. (viii) Shareholder hereby agrees and covenants that, as soon as practicable after the other transactions provided for in date hereof, Shareholder shall take any and all actions reasonably necessary to suspend (until the Merger AgreementExpiration Date) or terminate any and all plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act to which such Shareholder is a party that relate to the Shares (each, a “10b5-1 Plan”).

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH the Company as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Acquiror Common Stock set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Acquiror Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentthe Acquiror. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons persons and entities that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates Acquiror Common Stock set forth on Schedule A the signature page hereto (collectively, the “Parent Acquiror Options and Other Rights”). The Parent Acquiror Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent the Acquiror under the Merger Agreement or of the parties to this Agreement. (c) If Shareholder is a corporation, limited partnership or limited liability company, Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (d) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming the due power and authority ofauthorization, and due execution and delivery by, of this Agreement by the other parties heretoCompany, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar Laws laws affecting the creditors’ rights of creditors and remedies generally and the availability to general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (de) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, agreements and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (ef) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] 4.5 of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH the Company as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (fg) Shareholder hereby agrees that hethat, she or should it shall vote “for” the Parent Acquiror Shareholder Approval MattersApproval, Shareholder shall not revoke or rescind the vote “for” the Parent Acquiror Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Acquiror Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Acquiror Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock Shares (including Company Restricted Shares, as applicable) set forth on Schedule A the signature page hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock Shares and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentthe Company. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons persons and entities that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership law or limited liability company law, or if the Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights Shares are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, warrants and other rights to acquire, directly or indirectly, shares of Common Shares set forth on the signature page hereto (collectively, the “Company Options and Other Rights”). The Company Options and Other Rights are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. (c) If Shareholder is a corporation, limited partnership or limited liability company, Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (d) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of the Shareholder are necessary to authorize the execution and delivery by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming the due power and authority ofauthorization, and due execution and delivery by, the other parties heretoof this Agreement by Parent, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization or moratorium and similar Laws laws affecting the creditors’ rights of creditors and remedies generally and the availability to general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (de) The execution and delivery of this Agreement does not, and the performance by Shareholder of his, her or its agreements, covenants, agreements and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice to or the consent of any Person person under, any provisions of the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (ef) Shareholder acknowledges that it has received makes no agreement or understanding herein as a copy director or officer of the Merger AgreementCompany. Until the Expiration Time, Shareholder (Shareholder’s execution of this Agreement is solely in his, her or its Shareholder’s capacity as such) a record holder or beneficial owner, as applicable, of Shares, and nothing herein shall not take directly limit or indirectly affect any action to approve actions taken in Shareholder’s capacity as an officer or otherwise support any action by a Party that is prohibited by Section [5.5] director of the Merger AgreementCompany. In Without limiting the event Shareholder shall receive generality or become aware effect of any Acquisition Proposal subsequent to the date hereofforegoing, Shareholder shall promptly inform VTBH as to any such matter and if the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval director of the Merger and adoption Company, nothing herein shall prevent the Shareholder from taking any action solely in such Shareholder’s capacity as a director of the Company in the exercise of such director’s fiduciary duties with respect to a Superior Proposal in compliance with the terms of the Merger Agreement, at any time prior to and none of such actions taken in accordance with the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause provisions of action, in law this Section 4(f) or in equity, in any court or before any governmental entity, that challenges accordance with the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery provisions of the Merger Agreement and the consummation shall be deemed to constitute a breach of the Merger and the other transactions provided for in the Merger this Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH the Parent Parties as follows: (a) Shareholder is the beneficial or Beneficial Owner of the Shares and Options indicated on the signature page of this Agreement. If any such Shares are held other than of record owner ofin the name of Shareholder, or exercises voting power overExhibit A lists each name, that address and, if applicable, account number (each such name and, if applicable, corresponding account number, a “Nominee Account”) in which such Shares are so held and the number of shares of Parent Common Stock Shares so held in each such Nominee Account. Except as set forth on Schedule A hereto Exhibit A, Shareholder is the record holder of the Shares and Options indicated on the signature page of this Agreement. (all such shares owned beneficially or b) As of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares of Parent Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for Beneficially Own any shares of capital stock of Parent. No Person not a signatory Target or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of Target, other than the Shares and Options set forth on the signature page hereto. (c) Shareholder has the sole, full right, power and authority to this Agreement has a beneficial interest in dispose, vote or a right to acquire or vote any direct the voting of the Shares (other than, if Shareholder is a partnership or a limited liability company, the rights for and interest on behalf of Persons that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest all Beneficial Owners of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At the Expiration Time, the Shares will be with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Without limiting the foregoing, none of the Shares are subject to any shared voting power or power of disposition by any other Beneficial Owner of the Shares. (d) The Shares are Beneficially Owned by Shareholder, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claimspreemptive rights, pledges, claims, options, rights of first refusalcharges, co-sale rightsproxies, voting trusts or agreements, limitations on Shareholder’s voting rightsunderstandings or arrangement, charges and or any other encumbrances of any kind or nature that would adversely affect (“Encumbrances”), except as permitted by the Merger or hinder or prevent in any manner the exercise or fulfillment terms of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (ce) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable)does not, and no other actions Shareholder’s performance of its obligations under this Agreement will not, conflict with or proceedings on violate or require any consent, approval or notice under, any order, decree, judgment, statute, law, rule, regulation or agreement applicable to Shareholder or by which Shareholder or any of Shareholder’s properties or assets, including, without limitation, the part of Shares and Options, is bound. (f) Shareholder are necessary has the sole, full right, power and authority to authorize make, enter into and carry out the execution and delivery by Shareholder terms of this Agreement and the consummation by Shareholder with respect to all of the transactions contemplated herebyShares without limitation, qualification or restriction on such power and authority. This Agreement has been duly executed and delivered by Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a legal, valid and binding obligation agreement of Shareholder, enforceable against Shareholder in accordance with its terms, subject subject, as to enforceability, to bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium and other laws of general applicability relating to or similar Laws affecting the creditors’ rights and to general principles of creditors generally and the availability of equitable remedies equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (dg) The execution and delivery of this Agreement does notExcept as expressly contemplated herein, Shareholder is not a party to, and the performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both), or require notice Shares are not subject to or the consent of bound in any Person undermanner by, any provisions of contract or agreement relating to the organizational documents of Shareholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults Shares that would not, individually prohibit or restrict Shareholder from voting the Shares as described in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay require Shareholder from performing his, her or its agreements, covenants or obligations under to Transfer the Shares in violation of this Agreement, including without limitation, any voting agreement, option agreement, purchase agreement, shareholders’ agreement, partnership agreement or voting trust. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (a) Shareholder is the beneficial or record owner of, or exercises voting power over, that number Beneficial Owner of shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Shares and the Options and Other Rights (as defined below), indicated on the date hereof, collectively, the “Shares”). The Shares constitute Shareholder’s entire interest in the outstanding shares signature page of Parent Common Stock and this Agreement. (b) Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for Beneficially Own any shares of capital stock of Parent. No Person not a signatory the Company or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than the Shares and Options set forth on the signature page hereto. (c) Shareholder has the full power to this Agreement has a beneficial interest in dispose, vote or a right to acquire or vote any direct the voting of the Shares for and on behalf of all beneficial owners of the Shares. (other than, if Shareholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units d) Except as set forth in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit BSchedule 6(d). At the Expiration Time, the Shares are, and at all times up to and including the Expiration Date the Shares will be be, unless Transferred in compliance with Section 2, Beneficially Owned by Shareholder, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreement. Shareholder’s principal residence or place of business is set forth on Schedule A hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, pledges, claims, pledges, options, rights of first refusalcharges, co-sale rightsproxies, voting trusts or agreements, limitations on Shareholder’s voting rightsunderstandings or arrangement, charges and or any other encumbrances of any kind or nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law“Encumbrances”). (de) The execution and delivery of this Agreement does and the Proxy by Shareholder do not, and the Shareholder’s performance by Shareholder of his, her or its agreements, covenants, and obligations hereunder under this Agreement will not, not conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both)violate any order, or require notice to or the consent of any Person underdecree, any provisions of the organizational documents of Shareholder (if applicable)judgment, or any agreement, commitmentstatute, law, rule, regulation, judgment, order regulation or decree agreement applicable to which the Shareholder is a party and such Shares or by which Shareholder is, or any of its assets are, boundOptions, except for where such conflicts, breaches, violations conflict or defaults that violation would not, individually or in the aggregate, prevent or delay consummation materially impair the ability of the Merger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or to perform his obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary dutieshereunder. (f) Shareholder hereby agrees that hehas all requisite power and authority to make, she or it shall vote “for” enter into and perform the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval terms of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of Proxy without limitation, qualification or restriction on such power and authority. Except as expressly contemplated herein, the Merger Shareholder is not a party to, and the other transactions provided for Shares are not subject to or bound in any manner by, any contract or agreement relating to the Merger AgreementShares, including without limitation, any voting agreement, option agreement, purchase agreement, shareholders’ agreement, partnership agreement or voting trust.

Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to VTBH Acquiror and Sub as follows, which representations and warranties are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through the Expiration Date and will be accurate in all respects as of the Closing as if made at that time: (a) 4.1. Shareholder is the record and beneficial or record owner of, or exercises voting power over, of that number of shares outstanding Shares set forth herein, and is the owner of Parent Common Stock the number of Options set forth herein, and, except as otherwise set forth on Schedule A hereto the signature page hereto, (i) has held such Company Capital Stock at all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on times since the date hereofof this Agreement, collectively, and (ii) did not acquire any shares of Company Capital Stock in contemplation of the “Shares”)Merger. The Shares constitute Shareholder’s 's entire interest in all the outstanding shares of Parent Common Stock and Shareholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of ParentCompany Capital Stock. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Shareholder is a partnership or a limited liability companypartnership, the rights and interest of Persons persons and entities that own partnership interests or units in Shareholder under the partnership agreement or operating agreement governing Shareholder and applicable partnership or limited liability company law, or if Shareholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At The Shares are and will be at all times up until the Expiration Time, the Shares will be Date free and clear of any security interests, and all liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and or other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder under this Agreement or of the parties to this Agreementencumbrances. Shareholder’s Stockholder's principal residence or place of business is set forth on Schedule A the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”)4.2. The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated herebyShareholder. This Agreement has been duly executed and delivered by Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject only to the effect, if any, of (a) applicable bankruptcy, insolvency, fraudulent transferconveyance, moratorium, reorganization or moratorium and similar Laws laws affecting the creditors' rights of creditors and remedies generally and the availability (b) general principles of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (d) 4.3. The execution and delivery of this Agreement does by Shareholder do not, and the performance of this Agreement by Shareholder of his, her or its agreements, covenants, and obligations hereunder will not: (a) conflict with or violate any order, conflict with, decree or judgment applicable to Shareholder or by which Shareholder or any of Shareholder's properties or Shares is bound or affected; or (b) result in a any breach or violation of or constitute a default under (with or without notice or lapse of time time, or both)) under, or require notice give to others any rights of termination, amendment, acceleration or cancellation of, or result in the consent creation of any Person underencumbrance on, any provisions of the organizational documents of Shareholder (if applicable), Shares or Options pursuant to any agreement, commitment, law, rule, regulation, judgment, order or decree contract to which Shareholder is a party or by which Shareholder is, or any of its assets are, bound, except for such conflicts, breaches, violations Shareholder's properties (including the Shares) is bound or defaults that would affected. The execution and delivery of this Agreement by Shareholder do not, individually or in the aggregate, prevent or delay consummation of the Merger and the transactions contemplated by the Merger Agreement and performance of this Agreement or otherwise prevent or delay by Shareholder from performing hiswill not, her or its agreements, covenants or obligations under this Agreementrequire any consent of any third party. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement4.4. Until the Expiration TimeDate, Shareholder (in his, her or its capacity as such) shall not take (and shall use Shareholder's commercially reasonable efforts to cause the Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Shareholder or any of them, not to): (i) initiate, solicit, encourage or facilitate, directly or indirectly indirectly, any action proposal, plan or offer by any person (other than Acquiror and its Affiliates) to approve acquire all or any substantial part of the business or properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate the Company or otherwise support any action by a Party that is prohibited by Section [5.5] distribute to the shareholders of the Merger AgreementCompany all or any substantial part of the business, properties or capital stock of the Company or any subsidiary of the Company (any such proposal, plan or offer, an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning the Company's business, properties or assets, or the business, properties or assets of any subsidiary of the Company, to any corporation, partnership, person or other entity or group under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect to any potential Acquisition Proposal. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH Acquiror as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) 4.5. Shareholder hereby understands and agrees that hethat, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not pursuant to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior (i) Shareholder has certain obligations to indemnify Acquiror and certain other Indemnified Persons as and to the Expiration Time. Shareholder agrees that heextent set forth in the Merger Agreement, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision and (ii) a portion of the Parent merger consideration to which Shareholder Approval or this Agreement or would otherwise be entitled shall constitute security for those obligations and will be placed into escrow and governed by the execution and delivery provisions of the Merger Agreement and the consummation Escrow Agreement. Shareholder hereby acknowledges, confirms and ratifies the appointment of the Merger and Shareholders' Agent as its agent with respect to all the other transactions matters provided for in the Merger Agreement and the Escrow Agreement and the authorization and empowerment of the Shareholders' Agent to act on Shareholder's behalf and in its stead, and to bind Shareholder, with respect to all the matters provided for in the Merger Agreement and the Escrow Agreement, in each case as and to the extent set forth in the Merger Agreement. If not a party to the Merger Agreement or the Escrow Agreement, Shareholder further agrees to be bound by all of the provisions of the Merger Agreement and the Escrow Agreement, including the provisions thereof relating to the limitation of liability of the Escrow Agent and the Shareholders' Agent, the assertion of claims and the resolutions of disputes, to the same extent as though it were a party to both such agreements.

Representations, Warranties and Covenants of Shareholder. The Shareholder hereby represents, warrants and covenants to VTBH Parent as follows: (a) The Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on Schedule A hereto (all such shares owned beneficially or of record by Shareholder, or over which Shareholder exercises voting power, together with the Parent Options and Other Rights (as defined below), on the date hereof, collectively, the “Shares”). The Shares constitute the Shareholder’s entire interest in the outstanding shares of Parent Common Stock voting securities of the Company and the Shareholder is not the beneficial or record holder of, and does not exercise voting power over, hold any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parentthe Company. No Person person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if the Shareholder is a partnership or a limited liability companypartnership, the rights and interest of Persons persons and entities that own partnership interests or units in the Shareholder under the partnership agreement or operating agreement governing the Shareholder and applicable partnership law or limited liability company law, or (ii) if the Shareholder is a married individual and resides in a state State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Shareholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit B). At The Shares are and will be at all times up until the Expiration Time, the Shares will be Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (“Encumbrances”) that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Shareholder the Company under this the Merger Agreement or of the parties to this Agreement. The Shareholder’s principal residence or place of business is set forth on Schedule A the signature page hereto. (b) Shareholder is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly or indirectly, shares of the capital stock of Parent or any of its affiliates set forth on Schedule A hereto (collectively, the “Parent Options and Other Rights”). The Parent Options and Other Rights are and will be at all times up until and including the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or hinder or prevent in any manner the exercise or fulfillment of the rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. (c) Shareholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated herebyperform its obligations under this Agreement. The execution and delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Shareholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Shareholder are necessary to authorize the execution and delivery by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated herebyShareholder. This Agreement has been duly executed and delivered by the Shareholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject only to bankruptcythe effect, insolvencyif any, fraudulent transfer, moratorium, reorganization or of (a) applicable bankruptcy and other similar Laws laws affecting the rights of creditors generally and the availability (b) rules of law governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law)remedies. (dc) The execution and delivery of this Agreement by the Shareholder does not, and the Shareholder’s performance by Shareholder of his, her or its agreements, covenants, and the obligations hereunder under this Agreement will not, : (a) conflict with, or result in a breach or any violation of any order, decree or judgment applicable to the Shareholder or by which the Shareholder or any of the Shareholder’s properties or the Shares are bound; or (b) result in any breach of or constitute a default under (with or without notice or lapse of time time, or both)) under, or require notice give to others any rights of termination, amendment, acceleration or cancellation of, or result in the consent creation of any Person underEncumbrance on, any provisions of the organizational documents of Shareholder (if applicable), or Shares pursuant to any agreement, commitment, law, rule, regulation, judgment, order or decree contract to which the Shareholder is a party or by which the Shareholder is, or any of the Shareholder’s properties (including the Shares) is bound or affected. The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder will not, require the consent of any third party. (d) There is (a) no action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity or, to the Shareholder’s actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) the Shareholder, or (ii) any of (A) the Shareholder’s affiliates, (B) the Shareholder’s or its assets areaffiliates’ respective properties, bound(C) the Shareholder’s officers or directors (in the case of a corporate entity (in their capacities as such)), except for such conflictsor (D) the Shareholder’s respective partners (in the case of a partnership), breaches, violations or defaults that would notin the case of each of (i) and (ii) that, individually or in the aggregate, prevent would reasonably be expected to materially delay or delay consummation of impair the Merger and Shareholder’s ability to consummate the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Shareholder from performing his, her or its agreements, covenants or obligations under this Agreement. (e) Shareholder acknowledges that it has received a copy of the Merger Agreement. Until the Expiration Time, Shareholder (in his, her or its capacity as such) shall not take directly or indirectly any action to approve or otherwise support any action by a Party that is prohibited by Section [5.5] of the Merger Agreement. In the event Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform VTBH as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder is a party or violating its fiduciary duties. (f) Shareholder hereby agrees that he, she or it shall vote “for” the Parent Shareholder Approval Matters, Shareholder shall not revoke or rescind the vote “for” the Parent Shareholder Approval Matters or any resolution contained therein and further agrees not to adopt any resolutions rescinding or revoking the Parent Shareholder Approval Matters or any resolution contained therein or otherwise precluding the approval of the Merger and adoption of the Merger Agreement, at any time prior to the Expiration Time. Shareholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Shareholder Approval or this Agreement or the execution and delivery of the Merger Agreement and the consummation of the Merger and the other transactions provided for in the Merger Agreement.