Common use of Support Agreement Clause in Contracts

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMB’s shareholders, however called, and in connection with any written consent of UMB’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share Issuance, (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMB’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance or the UMB Articles Amendment, (D) against any Acquisition Proposal, and (E) against any action, proposal, transaction, agreement or amendment of the UMB Articles of Incorporation or UMB Bylaws, in each case of this clause (E), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB contained in the Merger Agreement, or of the Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergers. The Shareholder agrees to exercise all voting or other determination rights the Shareholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB at the request of the UMB Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB shareholders. The Shareholder represents, covenants and agrees that he has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBAUB’s shareholders, however called, and in connection with any written consent of UMBAUB’s shareholders, the each Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof and sole dispositive authority (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB AUB Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Merger Agreement and the AUB Share Issuance, (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBAUB’s shareholders to a later date if there are not sufficient votes to approve the UMB Merger Agreement and the AUB Share Issuance or the UMB Articles AmendmentIssuance, (DC) against any Acquisition ProposalProposal (other than the transactions contemplated by the Merger Agreement), and (ED) against any action, proposal, transaction, agreement or amendment of the UMB AUB Articles of Incorporation or UMB AUB Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB AUB contained in the Merger Agreement, or of the a Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergers. The Each Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Each Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the such Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB AUB at the request of the UMB AUB Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB AUB shareholders. The Each Shareholder represents, covenants and agrees that he it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBHTLF’s shareholdersstockholders, however called, and in connection with any written consent of UMBHTLF’s shareholdersstockholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB HTLF Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval adoption of the UMB Share IssuanceMerger Agreement, (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBHTLF’s shareholders stockholders to a later date if there are not sufficient votes to approve adopt the UMB Share Issuance or the UMB Articles AmendmentMerger Agreement, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB Articles of Incorporation HTLF Charter or UMB HTLF Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB HTLF contained in the Merger Agreement, or of the Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergers. The Shareholder agrees to exercise all voting or other determination rights the Shareholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB HTLF at the request of the UMB HTLF Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB shareholdersHTLF stockholders. The Shareholder represents, covenants and agrees that he has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder each Stockholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBSASR’s shareholdersstockholders, however called, and in connection with any written consent of UMBSASR’s shareholdersstockholders, the Shareholder each Stockholder shall (i) appear at such meeting or otherwise cause all of the Shareholdersuch Stockholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder such Stockholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof and sole dispositive authority (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB SASR Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval adoption of the UMB Share IssuanceMerger Agreement, (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBSASR’s shareholders to a later date if there are not sufficient votes to approve adopt the UMB Share Issuance or the UMB Articles AmendmentMerger Agreement, (DC) against any Acquisition ProposalProposal (other than the transactions contemplated by the Merger Agreement), and (ED) against any action, proposal, transaction, agreement or amendment of the UMB SASR Articles of Incorporation or UMB SASR Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB SASR contained in the Merger Agreement, or of the Shareholder a Stockholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergers. The Shareholder Each Stockholder agrees to exercise all voting or other determination rights the Shareholder such Stockholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholdersuch Stockholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder Each Stockholder represents, covenants and agrees that, except for this Agreement, the Shareholder such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the Shareholdersuch Stockholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholdersuch Stockholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB SASR at the request of the UMB SASR Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB shareholdersSASR stockholders. The Shareholder Each Stockholder represents, covenants and agrees that he it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBIBTX’s shareholders, however called, and in connection with any written consent of UMBIBTX’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB IBTX Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share IssuanceMerger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (collectively, the “Transactions”), (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBIBTX’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement or the UMB Articles AmendmentTransactions, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB Articles of Incorporation IBTX Certificate or UMB IBTX Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB IBTX contained in the Merger Agreement, or of the Shareholder contained in this Agreement Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger AgreementTransactions, including the MergersMerger. The Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB IBTX at the request of the UMB Board of Directors of IBTX in connection with election of directors or other routine matters at any annual or special meeting of the UMB IBTX shareholders. The Shareholder represents, covenants and agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBFIBK’s shareholders, however called, and in connection with any written consent of UMBFIBK’s shareholders, the each Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB FIBK Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share IssuanceMerger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the issuance of shares of Common Stock pursuant to the Merger Agreement (collectively, the “Transactions”), (B) in favor of the UMB FIBK Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBFIBK’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement, the Transactions or the UMB FIBK Articles Amendment, (D) against any Acquisition Proposal, and (E) against any action, proposal, transaction, agreement or amendment of the UMB FIBK Articles of Incorporation or UMB FIBK Bylaws, in each case of this clause (E), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB FIBK contained in the Merger Agreement, or of the a Shareholder contained in this Agreement Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger AgreementTransactions, including the MergersMerger. The Each Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Each Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB FIBK at the request of the UMB FIBK Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB FIBK shareholders. The Each Shareholder represents, covenants and agrees that he it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBIBTX’s shareholders, however called, and in connection with any written consent of UMBIBTX’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB IBTX Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share IssuanceMerger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (collectively, the “Transactions”), (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBIBTX’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement or the UMB Articles AmendmentTransactions, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB Articles of Incorporation IBTX Certificate or UMB IBTX Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB IBTX contained in the Merger Agreement, or of the Shareholder contained in this Agreement Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger AgreementTransactions, including the MergersMerger. The Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB IBTX at the request of the UMB Board of Directors of IBTX in connection with election of directors or other routine matters at any annual or special meeting of the UMB IBTX shareholders. The Shareholder represents, covenants and ​ agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBSouthState’s shareholders, however called, and in connection with any written consent of UMBSouthState’s shareholders, the each Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB SouthState Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Merger Agreement, the Merger, the SouthState Share IssuanceIssuance and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”), (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBSouthState’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement or the UMB Articles AmendmentTransactions, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB SouthState Articles of Incorporation or UMB SouthState Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB SouthState contained in the Merger Agreement, or of the a Shareholder contained in this Agreement Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger AgreementTransactions, including the MergersMerger and the SouthState Share Issuance. The Each Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Each Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB SouthState at the request of the UMB Board of Directors of SouthState in connection with election of directors or other routine matters at any annual or special meeting of the UMB SouthState shareholders. The Each Shareholder represents, covenants and agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBSouthState’s shareholders, however called, and in connection with any written consent of UMBSouthState’s shareholders, the each Shareholder shall (i) appear at such meeting or otherwise cause all of the such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the such Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB SouthState Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Merger Agreement, the Merger, the SouthState Share IssuanceIssuance and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”), (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBSouthState’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement or the UMB Articles AmendmentTransactions, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB SouthState Articles of Incorporation or UMB SouthState Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB SouthState contained in the Merger Agreement, or of the a Shareholder contained in this Agreement Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger AgreementTransactions, including the MergersMerger and the SouthState Share Issuance. The Each Shareholder agrees to exercise all voting or other determination rights the such Shareholder has in any trust or other legal entity to carry out the intent and purposes of the such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Each Shareholder represents, covenants and agrees that, except for this Agreement, the such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB SouthState at the request of the UMB Board of Directors of SouthState in connection with election of directors or other routine matters at any annual or special meeting of the UMB SouthState shareholders. The Each Shareholder ​ represents, covenants and agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to any shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his individual voting power over such shares, to the extent within his control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.

Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBCompany’s shareholders, however called, and in connection with any written consent of UMBCompany’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of the Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock, vesting of any Company Restricted Stock Awards or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB Equity Awards) or otherwise) (together with the Existing Shares, but subject to the exclusion set forth in the final sentence of this Section 3, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the UMB Share Issuance, (B) in favor of Merger Agreement and the UMB Company Articles Amendment, (CB) in favor of any proposal to adjourn or postpone such meeting of UMBCompany’s shareholders to a later date if there are not sufficient votes to approve the UMB Share Issuance Merger Agreement or the UMB Company Articles Amendment, (DC) against any Acquisition Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB Company Articles of Incorporation or UMB Company Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the MergersMerger and the Company Articles Amendment. The Shareholder agrees to exercise all voting or other determination rights the Shareholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with the Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares Shares, except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB Company at the request of the UMB Company Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB Company shareholders. The Shareholder represents, covenants and agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. With respect to the Additional Shares and any other shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his his, her or its individual voting power over such shares, to the extent within his his, her or its control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly. For the purposes of this Agreement, the term “Shares” shall not include any securities beneficially owned by Shareholder as a trustee or fiduciary for the benefit of a person other than the Shareholder.

Support Agreement. From the date hereof until the earlier of (a) the Closing Effective Time or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of UMBthe Company’s shareholders, however called, and in connection with any written consent of UMBthe Company’s shareholders, the Shareholder shall (i) appear be present (in person or by proxy) at such meeting or otherwise cause all of the Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which the Shareholder has acquired, after the date hereof, beneficial or record ownership and the sole power to vote or direct the voting thereof (including any such shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock Company Options, vesting of any Company RSUs or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any UMB Equity Awards) or otherwise) (together with the Existing Shares, the “Owned Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Owned Shares as to which Shareholder controls the right to vote in his, her or its individual capacity (A) in favor of the approval and adoption of the UMB Share IssuanceMerger Agreement (including any amendments or modifications of the terms thereof approved and adopted in accordance with the terms of the Merger Agreement), (B) in favor of the UMB Articles Amendment, (C) in favor of any proposal to adjourn or postpone such meeting of UMBCompany’s shareholders to a later date if there are not sufficient votes to approve and adopt the UMB Share Issuance or the UMB Articles AmendmentMerger Agreement, (DC) against any Acquisition Proposal, including any Superior Proposal, and (ED) against any action, proposal, transaction, agreement or amendment of the UMB Company Articles of Incorporation or UMB Company Bylaws, in each case of this clause (ED), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of UMB the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the MergersMerger. During the Support Period, the Shareholder shall not vote to rescind or amend in any manner any prior vote or revoke any prior consent, in each case in his, her or its capacity as a shareholder of the Company, to adopt or approve the Merger Agreement or the Merger. The Shareholder further agrees to exercise all voting or other determination rights the Shareholder has in any trust or other legal entity to carry out the intent and purposes of the Shareholder’s obligations in this paragraph Section 3 and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, the Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Owned Shares that would be inconsistent with the Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares Owned Shares, except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of UMB the Company at the request of the UMB Company’s Board of Directors in connection with election of directors or other routine matters at any annual or special meeting of the UMB Company’s shareholders. The Shareholder represents, covenants and agrees that he he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided provided, that nothing in this sentence will prohibit any Permitted Transfer. With respect to any other shares of Common Stock over which the Shareholder has shared voting power, the Shareholder shall exercise his his, her or its individual voting power over such shares, to the extent within his his, her or its direct control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Owned Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly.