Voting Support Agreement

B. Unless the voting treaty is otherwise provided, a voting contract in this section is expressly enforceable. » [A.R.S. 10-731] A voting agreement is defined as as follows in a state statute: the voting agreement is an agreement or plan whereby two or more shareholders group their voting shares together for a common purpose. It is also known as the pooling arrangement. « A. Two or more shareholders can predict how they vote their shares by signing an agreement to that effect. The Milan Board of Directors and the Fusion Subcommittee have taken all necessary measures and will take all necessary measures to ensure that the restrictions on merger operations set out in Section 203 of the DGCL are and are inoperable for the implementation, implementation and implementation of this agreement and the shareholder assistance agreement in Milan , as well as the conclusion of the proposed transactions. In addition, the Commission noted that bondholders holding approximately 80% of the existing loan value executed the support agreement for bondholders and shareholders representing approximately 58% of the issued and executing common shares entered into shareholder assistance agreements. The shareholder assistance agreements, which are attached in Appendix C, are executed by each of the directors and senior executives and are delivered to Carolina Financial. The merger, this agreement, the Milan shareholder assistance agreements or any of the proposed transactions are not or have not been subject to another state law on acquisitions or a similar law.

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