Exhibit 10.1





Exhibit 10.1




Execution Copy




VOTING AGREEMENT




VOTING AGREEMENT (this “Agreement”), dated as of November 6, 2009, between the
undersigned stockholders (“Stockholders”) of SERVICE1ST BANK OF NEVADA, a Nevada-chartered
non-member bank (the “Company”), and WESTERN LIBERTY BANCORP, a Delaware corporation
(“Parent”).



WHEREAS, concurrently with or following the execution of this Agreement, the Company, Parent,
WL-S1 INTERIM BANK, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger
Sub”) and Curtis W. Anderson as the representative of the Persons who will be former
stockholders of the Company after the Closing, have entered, or will enter, into an Agreement and
Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”),
providing for, among other things, the merger (the “Merger”) of Merger Sub with and into
the Company pursuant to the terms and conditions of the Merger Agreement;



WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has
requested that the Stockholders make certain representations, warranties, covenants and agreements
with respect to the shares of common stock, par value $0.01 per share, of the Company (“Company
Common Stock”) beneficially owned by the Stockholders and set forth below the Stockholders’
signatures on the signature page hereto (with respect to each Stockholder, together with any
additional shares of Company Common Stock acquired by such Stockholder pursuant to Section 6
hereof, the “Stockholder Shares”); and



WHEREAS, in order to induce Parent to enter into the Merger Agreement, the Stockholders are
willing to make certain representations, warranties, covenants and agreements with respect to the
Stockholder Shares;



NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



Section 1. Representations of the Stockholders. Each Stockholder, severally and not
jointly, represents and warrants to Parent that:



(a) such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all of the Stockholder
Shares free and clear of all liens, claims, charges, security interests or other encumbrances of
any kind or nature and, except pursuant hereto, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which such Stockholder is a party
relating to the pledge, disposition or voting of any of the Stockholder Shares and there are no
voting trusts or voting agreements with respect to the Stockholder Shares;



(b) such Stockholder does not beneficially own any shares of Company Common Stock other than
the Stockholder Shares and other than any options, warrants or other rights to acquire any
additional Shares or any security exercisable for or convertible into shares of Company Common
Stock;


 


 









 





(a) such Stockholder has full power and authority to enter into, execute and deliver this
Agreement and to perform fully his, her or its obligations hereunder. This Agreement has been duly
executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation
of such Stockholder in accordance with its terms except as may be limited by bankruptcy,
insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general
applicability affecting the rights of creditors and subject to general principles of equity
(regardless of whether such enforceability is considered in equity or at law); and



(c) neither the execution and delivery of this Agreement by such Stockholder nor the
consummation by such Stockholder of the transactions contemplated by this Agreement will: (i)
require the Stockholder to obtain any consent, approval, authorization or permit of, or filing with
or notification to, any person or entity or any governmental or regulatory authority; (ii) conflict
with, result in a breach of, or result in a default (or give rise to a right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions of any note,
license, agreement or other instrument or obligation to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder’s assets may be bound; or (iii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to such Stockholder or by
which any of such Stockholder’s assets are bound.




Section 2. Agreement to Vote Shares; Irrevocable Proxy.



(a) Each Stockholder agrees during the term of this Agreement to vote the Stockholder Shares,
and to cause any holder of record of the Stockholder Shares to vote, (i) in favor of approval of
the adoption of the Merger Agreement and approval of the Merger at every meeting of the
stockholders of the Company at which such matters are considered and at every adjournment or
postponement thereof, (ii) against any action or agreement that could compete with, prevent,
impede, interfere with, attempt to discourage or adversely affect the Merger or inhibit the timely
consummation of the Merger, (iii) against any action or agreement that would result in a breach in
any material respect of any representation, warranty, covenant, agreement or any other obligation
of the Company under the Merger Agreement and (iv) except for the Merger and the Merger Agreement,
against any merger, consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of the Company or its subsidiaries.



(b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them
individually, its proxies and attorneys-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the term of this Agreement with respect to
the Stockholder Shares in accordance with Section 2(a). This proxy and power of attorney is given
to secure the performance of the duties of the Stockholders under this Agreement. Each Stockholder
shall take such further action or execute such other instruments as may be necessary to effectuate
the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be
irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies
granted by such Stockholder with respect to the Stockholder Shares. The power of attorney granted
by each Stockholder herein is a durable power of attorney and shall survive the dissolution,
bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted
hereunder shall terminate upon the termination of this Agreement.


 


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Section 3. No Voting Trusts or Other Arrangements. Each Stockholder agrees that he,
she or it will not, and will not permit any entity under his, her or its control to, deposit any of
the Stockholder Shares in a voting trust, grant any proxies with respect to the Stockholder Shares
or subject any of the Stockholder Shares to any arrangement with respect to the voting of the
Stockholder Shares other than agreements entered into with Parent.



Section 4. No Proxy Solicitations. During the term of this Agreement, each
Stockholder, solely in such Stockholder’s capacity as a stockholder of the Company, agrees that
such Stockholder will not, and will not permit any entity under Stockholder’s control to, (a)
solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in
Regulation 14A under the Exchange Act) in opposition to or competition with the consummation of the
Merger or otherwise encourage or assist any party in taking or planning any action which could
compete with, impede, interfere with or attempt to discourage the Merger or inhibit the timely
consummation of the Merger in accordance with the terms of the Merger Agreement, (b) directly or
indirectly encourage, initiate or cooperate in a stockholders’ vote or action by consent of the
Company’s stockholders in opposition to or in competition with the consummation of the Merger, or
(c) become a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with
respect to any voting securities of the Company for the purpose of opposing or competing with the
consummation of the Merger; provided, however, that nothing in this Agreement shall
prevent any Stockholder from taking any action or omitting to take any action solely as a member of
the Board of Directors of the Company (or any committee thereof) (if such Stockholder holds such
office) or, at the direction of the Board of Directors of the Company (or any committee thereof),
as an officer of the Company or any of its subsidiaries (if such Stockholder holds such office), in
each case, in accordance with the terms of the Merger Agreement.



Section 2. Transfer of Stockholder Shares. Each Stockholder agrees not to transfer,
sell, offer, exchange, pledge or otherwise dispose of or encumber any of the Stockholder Shares on
or after the date hereof and during the term of this Agreement. Notwithstanding the
foregoing, each Stockholder may transfer any Stockholder Shares to (i) any family member of
such Stockholder, (ii) the trustee or trustees of a trust for the benefit of such Stockholder
and/or one or more family members, (iii) one or more charitable foundations or organizations or any
trustee or trustees of a trust for the benefit thereof, (iv) a partnership of which such
Stockholder and/or family members of such Stockholder own all of the partnership interests, (v) a
limited liability company of which such Stockholder and/or family members of such Stockholder own
all of the limited liability company membership interests or (vi) an Affiliate of such Stockholder;
provided, however, that (A) such Stockholder shall provide Parent with at least five (5) days prior
written notice of any such transfer; (B) any such transferee shall, as a condition to such
transfer, execute and deliver to Parent a counterpart signature page to this Agreement whereby such
transferee shall become bound to the provisions hereof; and (C) any transfer of Stockholder
Shares under this Section 5 shall not release transferor from, and transferor shall remain
fully bound to, the provisions hereof.



Section 5. Additional Shares. Each Stockholder agrees that all shares of Company
Common Stock that such Stockholder purchases, acquires the right to vote or shares in the voting
of, or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange


 


- 3 -









 





Act) of after the execution of this Agreement shall be subject to the terms of this Agreement
and shall constitute Stockholder Shares for all purposes of this Agreement.



Section 6. Specific Performance. Each party hereto acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto fails to comply with
any of the obligations imposed by this Agreement, that every such obligation is material and that,
in the event of any such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy,
in addition to remedies at law or damages, is the appropriate remedy for any such failure and will
not oppose the granting of such relief on the basis that the other party has an adequate remedy at
law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with the other party’s seeking or obtaining such
equitable relief.



Section 7. No Agreement as Director or Officer. No Stockholder makes any agreement or
understanding in this Agreement in such Stockholder’s capacity as a director or officer of the
Company or any of its subsidiaries (if such Stockholder holds such office), and nothing in this
Agreement will limit or affect any actions or omissions taken by a Stockholder in Stockholder’s
capacity as such a director or officer, including in exercising rights under the Merger Agreement,
and no such actions or omissions shall be deemed a breach of this Agreement.



Section 8. Entire Agreement. This Agreement supersedes all prior agreements, written
or oral, between the parties hereto with respect to the subject matter hereof and contains the
entire agreement between the parties with respect to the subject matter hereof. This Agreement may
not be amended or supplemented, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by
either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any
such waiver be deemed a continuing waiver of any provision hereof by such party.



Section 9. Notices. All notices, requests, claims, demands or other communications
hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of
a transmission confirmation if sent by telecopy or like transmission and on the next business day
when sent by Federal Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as shall be specified by
like notice):




If to Parent:




Jason N. Ader

Chairman

c/o Hayground Cove Asset Management LLC

1370 Avenue of the Americas, 28th Floor

New York, New York 10019

Facsimile Number: (212) 445-7801


 


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and to:




Daniel Silvers

President

c/o Hayground Cove Asset Management LLC

1370 Avenue of the Americas, 28th Floor

New York, New York 10019

Facsimile Number: (212) 445-7801




with a copy to:




Jeffrey A. Horwitz, Esq.

Proskauer Rose LLP

1585 Broadway

New York, New York 10036-8299

Facsimile Number: (212) 969-2900



If to a Stockholder, to the address or telecopy number set forth for such Stockholder on the
signature page hereof.




Section 10. Miscellaneous.



(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED,
CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the
jurisdiction of the courts of the State of Delaware solely in respect of the interpretation and
enforcement of the provisions of this Agreement and in respect of the transactions contemplated
hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is not subject
thereto or that such action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced
in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such
action or proceeding shall be heard and determined in such a State or Federal court. The parties
hereby consent to and grant any such court jurisdiction over the person of such parties and over
the subject matter of such dispute and agree that mailing of process or other papers in connection
with any such action or proceeding in the manner provided in Section 10 or in such other manner as
may be permitted by law shall be valid and sufficient service thereof.



EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY


 


- 5 -









 





CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11(a).



(b) If any provision of this Agreement or the application of such provision to any person or
circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such
provision or application shall be unenforceable only to the extent of such invalidity or
unenforceability and the remainder of the provision held invalid or unenforceable and the
application of such provision to persons or circumstances, other than the party as to which it is
held invalid, and the remainder of this Agreement shall not be affected.



(c) This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same instrument.



(d) This Agreement shall terminate automatically upon the earlier to occur of (i) the
Effective Time (as defined in the Merger Agreement) and (ii) the date on which the Merger Agreement
is terminated in accordance with its terms.



(e) Each party hereto shall execute and deliver such additional documents as may be reasonably
necessary or desirable to effect the transactions contemplated by this Agreement.



(f) All Section headings herein are for convenience of reference only and are not part of this
Agreement, and no construction or reference shall be derived therefrom.



(g) The obligations of the Stockholders set forth in this Agreement shall not be effective or
binding upon the Stockholders until after such time as the Merger Agreement is executed and
delivered by the Company, Parent and Merger Sub, and the parties agree that there is not and has
not been any other agreement, arrangement or understanding between the parties hereto with respect
to the matters set forth herein.



(h) Neither party to this Agreement may assign any of its rights or obligations under this
Agreement without the prior written consent of the other party hereto. Any assignment contrary to
the provisions of this Section 11(h) shall be null and void.



* * * * *




[End of Text; Signature Page Follows]





 


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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first written above.



	 	 	 	 	 
	 	

WESTERN LIBERTY BANCORP

 	 
	 	By:  	/s/ Jason N. Ader	 
	 	 	Name:  	Jason N. Ader	 
	 	 	Title:  	Chief Executive Officer 	 



[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	CURTIS W. ANDERSON	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Curtis W. Anderson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Curtis W. Anderson	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 630 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	MARK E. BROWN	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark E. Brown	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Mark E. Brown	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 200 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	JOHN F. DEDOLPH	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John F. Dedolph	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	John F. Dedolph	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 400 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	JOHN S. GAYNOR	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ John S. Gaynor	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	John S. Gaynor	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 150 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]






 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	KENNY C. GUINN	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kenny C. Guinn	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Kenny C. Guinn	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 250 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	STEVEN D. HILL	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Steven D. Hill	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Steven D. Hill	 	 
	 

	 	 	 	Title:
	 	Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 750 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	CARL P. KREPPER	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Carl P. Krepper	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Carl P. Krepper	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 300 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]






 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	WILLIAM E. MARTIN	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William E. Martin	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	William E. Martin	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 401 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]






 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	MONTE L. MILLER	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Monte L. Miller	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Monte L. Miller	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 2,942 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






[Signature Page to Voting Agreement]





 


 











 




	 	 	 	 	 	 	 	 	 
	 	 	FAFIE E. MOORE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Faffie E. Moore	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Faffie E. Moore	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 100 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 




[Signature Page to Voting Agreement]




 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	JENNA M. MORTON	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jenna M. Morton	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Jenna M. Morton	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 50 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 




[Signature Page to Voting Agreement]




 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	BLAKE L. SARTINI	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Blake L. Sartini	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Blake L. Sartini	 	 
	 

	 	 	 	Title:
	 	Founder & Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 4,774 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 




[Signature Page to Voting Agreement]




 


 









 




	 	 	 	 	 	 	 	 	 
	 	 	GEORGE A. RANDALL	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ George A. Randall	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George A. Randall	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 250 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street Address	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	City/State/Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 	 	 
	 	 	 	 	 	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	TERRENCE L. WRIGHT	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Terrence L. Wright	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Name:	 	Terrence L. Wright	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Number of Shares of Company Common Stock
Beneficially Owned as of the Date of this
Agreement: 1,167 shares	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
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Acknowledged and Agreed to:



SERVICE1ST BANK OF NEVADA




	 	 	 	 	 
	By: 
	/s/ Blake L. Sartini	 	 
	 
	 
	 	 
	 
	Name: 	Blake L. Sartini	 	 
	 

	Title:	Founder & Director	 	 





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