Common use of Election Options Clause in Contracts

Election Options. The terms of the Merger Agreement allow you to elect to receive cash in exchange for some or all of your shares of Community Bank common stock, subject to the proration provisions of the Merger Agreement as described in the proxy statement/prospectus. Select from the following options: 1. Elect to exchange ALL of your shares of Community Bank common stock for cash. You may select this option, indicating that you want to receive $20.375 in cash, without interest, in exchange for ALL of your shares of Community Bank common stock, subject to the proration provisions of the Merger Agreement. 2. Elect to exchange A PORTION of your shares of Community Bank common stock for cash. You may select this option, indicating that you want to receive $20.375 in cash, without interest, in exchange for A PORTION of your shares of Community Bank common stock, subject to the proration provisions of the Merger Agreement. If you select this option, you must indicate in the space provided on the Election Form and Letter of Transmittal the number of shares of Community Bank common stock in exchange for which you are electing to receive cash. You will be deemed to have made a "non-election" with respect to your remaining shares of Community Bank common stock, and those remaining shares of Community Bank common stock will be converted into the right to receive shares of Bankshares common stock, subject to the proration provisions of the Merger Agreement. If you select this option but you do not indicate the number of shares of Community Bank common stock in exchange for which you are electing to receive cash, we will assume you want to exchange ALL of your shares for cash.