Voting Support Agreement

Voting agreement: an agreement or plan under which two or more shareholders pool their voting shares for a common purpose. It is also called pooling arrangement. B. Unless otherwise provided in the voting agreement, a voting agreement established in this section shall be explicitly applicable”.; [R.S.R. Ā§ 10-731] A voting treaty is defined by a State statute as follows: “A. Two or more shareholders can predict how they vote their shares by signing an agreement to that end. The Shareholder Support Agreements, in the form of Appendix C, were executed by each of the directors and senior officers and delivered to Carolina Financial. No other State acquisition law or similar law applies or purports to apply to the merger, this Agreement, the Milanese Shareholder Support Agreements or any of the proposed transactions. In addition, the Board noted that bondholders holding approximately 80% of the total bond value have entered into the bondholder support agreement and shareholders representing approximately 58% of issued and outstanding ordinary shares have entered into shareholder support agreements. The Milanese Board of Directors and the Merger Sub-Committee have taken and will take all necessary measures to ensure that the restrictions on concentrations set out in Section 203 of the DGCL do not and do not apply to the execution, supply and enforcement of this Agreement and to the support agreements for Milanese shareholders, and the conclusion of the proposed transactions.

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