Agreement to Vote Shares. Until the Expiration Time, at every meeting of shareholders of the [[Organization A:Organization]] called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of the [[Organization A:Organization]] with respect to any of the following, Shareholder shall vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 3), the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted):

Subject to the earlier termination of this Agreement in accordance with Section 3 and Section 1(b), the Stockholder, in its capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective as of) the tenth (10th) day following the date that the Consent Solicitation Statement included in the Registration Statement is disseminated by the Company to the Company’s stockholders (following the SEC Approval Date), the written consent in the form attached hereto as Exhibit A in respect of all of the Stockholder’s Covered Shares. In addition, subject to Section 1(b), prior to the Termination Date (as defined herein), the Stockholder, in its capacity as a stockholder of the Company,

Agreement to Vote. Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at every annual or special meeting of the shareholders of the Parent held with respect to the matters specified in [Section 1.1(b)], however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Parent, the Shareholders shall, in each case to the fullest extent that the Subject Shares are entitled to vote thereon:

Agreement to Vote. The Shareholder irrevocably and unconditionally agrees that from and after the date hereof, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of shareholders of Bancorp, however called, or in connection with any written consent of Bancorp’s shareholders, the Shareholder will # appear at each such meeting or otherwise cause all of its Owned Shares, as hereinafter defined, to be counted as present thereat for purposes of calculating a quorum, and respond to each request by Bancorp for written consent, if any, and # vote (or consent), or cause to be voted (or validly execute and return and cause consent to be granted with respect to), all of the Shareholder’s Bancorp Common Shares Beneficially Owned by the Shareholder as of the applicable record date (including any Bancorp Common Shares that the Shareholder may acquire after the date hereof, the “Owned Shares”) and all other voting securities of or equity interests in Bancorp: # in favor of the adoption of the Merger Agreement (whether or not recommended by the Board of Directors of Bancorp), and # against any action, agreement, transaction or proposal that # is made in opposition to, or in competition or inconsistent with, the Merger or the Merger Agreement, # relates to an Acquisition Proposal or Superior Proposal, or # could otherwise prevent, impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

Power to Vote. The Investors have full power to vote the Investor Shares owned as of the date hereof as provided in Section 2. Neither the Investors nor any of the Investor Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement. During the Voting Period, the Investors will not enter into any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement.

Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed initial Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares, Private Placement Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such proposed initial Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

Required NOVA Vote. The affirmative vote of a majority of the shares of each of NOVA Common Stock is the only vote of the holders of any class or series of NOVA's securities necessary to approve the Acquisition ("NOVA Shareholder Approval").

Agreement, Shares and Warrant. The Company shall have duly executed and delivered to the Investor this Agreement. At the Closing, the Company shall have # issued or caused to be issued to the Investor one or more certificates representing the Shares purchased by the Investor hereby, registered in the name of the Investor or its designee, and # duly executed and delivered to the Investor the Warrant purchased by the Investor hereby, registered in the name of the Investor or its designee.

2 Stockholder Rights. Key Employee will have (a) the right to receive all cash dividends on all of the shares of Stock and (b) the right to vote the shares while the shares remain subject to forfeiture under § 3. If Key Employee forfeits shares under § 3, Key Employee will at the same time forfeit Key Employee’s right to vote the shares and to receive future cash dividends paid with respect to the shares.

Restriction upon Transfer. Shares awarded, and the right to vote such shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered, except as herein provided or as provided in any agreement entered into between the Company and a Participant in connection with the Plan, during the vesting period applicable to such shares. Notwithstanding the foregoing, and except as otherwise provided in the Plan, the Participant shall have all the other rights of a stockholder including, but not limited to, the right to receive dividends and the right to vote such shares, until such time as the Participant disposes of the shares or forfeits the shares pursuant to the agreement relating to the Restricted Stock Award.